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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 March 31, 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: 001-38915

 

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

47-4268251

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

5000 Shoreline Court, Suite 300

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

 

(650) 443-6209

(Registrant's telephone number, including area code)

 

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, $0.0001 par value per share

 

IDYA

 

Nasdaq Global Select 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 May 1, 2026, the registrant had 87,860,920 shares of common stock, $0.0001 par value per share, outstanding.

 

 


 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations, and the anticipated results of our products and product candidates, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under the sections in this Quarterly Report on Form 10-Q entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. These forward-looking statements are subject to numerous risks, including, without limitation, the following:

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 darovasertib (PKC) Phase 2/3 clinical trials, IDE397 (MAT2A) Phase 1/2 clinical trials, IDE849 (DLL3) Phase 1/2 clinical trial, IDE161 (PARG) Phase 1 clinical trial, IDE275 (Werner Helicase) Phase 1 clinical trial, IDE705 (Pol Theta Helicase) Phase 1 clinical trial, IDE892 Phase 1 clinical trial, IDE034 Phase 1 clinical trial and IDE574 Phase 1 clinical trial as well as the potential clinical utility and tolerability of our product candidates;
our clinical and regulatory development plans;
the scope, progress, results and costs related to the research and development of our precision medicine target and biomarker discovery platform, including costs related to the development of our proprietary libraries and database of tumor genetic information and specific cancer-target dependency networks;
our expectations about the impact of macroeconomic developments, such as health epidemics or pandemics, macro-economic uncertainties, social unrest, geopolitical hostilities, natural disasters or other catastrophic events, on our business and operations, including clinical trials, manufacturing suppliers and collaborators, and on our results of operations and financial condition;
the availability of companion diagnostics for biomarkers associated with our product candidates and any future product candidates, or the cost of coordinating and/or collaborating with certain diagnostic companies for the manufacture and supply of companion diagnostics;
the timing of and costs involved in obtaining and maintaining regulatory approval (or certification in certain foreign jurisdictions) for any current or future product candidates and companion diagnostics, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;
our expectations regarding the potential market size and size of the potential patient populations for darovasertib, IDE397, IDE849, IDE161, IDE275, IDE705, IDE892, IDE034, IDE574, our other product candidates and any future product candidates, if approved for commercial use;
the timing and amount of any milestone, royalty or other payments we may or may not receive pursuant to any current or future collaboration or license agreement, including under our License Agreement with Les Laboratoires (Servier);
our ability to maintain existing, and establish new, strategic collaborations, licensing or other arrangements and the financial terms of any such agreements, including our Clinical Study Collaboration and Supply Agreement with Gilead Sciences, Inc. (Gilead), our Clinical Trial Collaboration and Supply Agreements

1


 

with Pfizer Inc. (Pfizer), our License Agreement with Novartis, our Option and License Agreement with Cancer Research Technologies Ltd. and the University of Manchester, our Option and License Agreement with Biocytogen Pharmaceuticals (Beijing) Co. Ltd. (Biocytogen), our License Agreement with Jiangsu Hengrui Pharmaceuticals Co., Ltd. (Hengrui Pharma), and our License Agreement with Servier;
the timing of commencement of future nonclinical studies and clinical trials and research and development programs;
our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;
our intentions and our ability to establish collaborations and/or partnerships;
the timing or likelihood of regulatory filings and approvals for our product candidates;
our commercialization, marketing and manufacturing capabilities and expectations;
our intentions with respect to the commercialization of our product candidates;
the pricing and reimbursement of our product candidates, if approved;
the implementation of our business model and strategic plans for our business, product candidates and technology platforms, including additional indications that we may pursue;
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, including the projected terms of patent protection;
our potential involvement in lawsuits in connection with enforcing our intellectual property rights;
our potential involvement in third party interference, opposition, derivation or similar proceedings with respect to our patent rights and other challenges to our patent rights and patent infringement claims;
estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;
our future financial performance; and
developments and projections relating to our competitors and our industry, including competing therapies and procedures, as well as the competitive position of our product candidates.

 

Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

 

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not occur or be achieved, and actual results could differ materially from those projected in the forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

2


 

IDEAYA Biosciences, Inc.

Form 10-Q for Quarterly Period Ended March 31, 2026

Table of Contents

 

PART I—FINANCIAL INFORMATION

4

Item 1. Financial Statements (Unaudited)

4

Condensed Balance Sheets

4

Condensed Statements of Operations and Comprehensive Loss

5

Condensed Statements of Stockholders’ Equity

6

Condensed Statements of Cash Flows

7

Notes to Condensed Financial Statements (Unaudited)

8

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

27

Item 3. Quantitative and Qualitative Disclosures About Market Risk

38

Item 4. Controls and Procedures

38

PART II—OTHER INFORMATION

39

Item 1. Legal Proceedings

39

Item 1A. Risk Factors

39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

40

Item 3. Defaults Upon Senior Securities

40

Item 4. Mine Safety Disclosures

40

Item 5. Other Information

40

Item 6. Exhibits

41

SIGNATURES

43

 

3


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (UNAUDITED).

IDEAYA Biosciences, Inc.

Condensed Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2026

 

2025

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

157,522

 

$

112,825

 

Short-term marketable securities

 

 

513,679

 

 

526,563

 

Prepaid expenses and other current assets

 

 

18,346

 

 

21,366

 

Contract assets

 

 

6,560

 

 

5,973

 

Total current assets

 

 

696,107

 

 

666,727

 

Restricted cash

 

 

1,281

 

 

1,015

 

Long-term marketable securities

 

 

301,713

 

 

410,297

 

Property and equipment, net

 

 

8,634

 

 

8,217

 

Right-of-use assets

 

 

22,613

 

 

23,068

 

Total assets

 

$

1,030,348

 

$

1,109,324

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

20,736

 

$

17,584

 

Accrued liabilities

 

 

43,745

 

 

40,892

 

Operating lease liabilities, current

 

 

350

 

 

339

 

Total current liabilities

 

 

64,831

 

 

58,815

 

Long-term operating lease liabilities

 

 

28,250

 

 

27,575

 

Total liabilities

 

 

93,081

 

 

86,390

 

Commitments and contingencies (Note 6)

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and December 31, 2025

 

 

 

 

 

Common stock, $0.0001 par value, 300,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 87,856,154 and 87,796,561 shares issued and outstanding as of March 31, 2026 and December 31, 2025

 

 

9

 

 

9

 

Additional paid-in capital

 

 

1,772,830

 

 

1,757,197

 

Accumulated other comprehensive (loss) income

 

 

(494

)

 

2,267

 

Accumulated deficit

 

 

(835,078

)

 

(736,539

)

Total stockholders’ equity

 

 

937,267

 

 

1,022,934

 

Total liabilities and stockholders’ equity

 

$

1,030,348

 

$

1,109,324

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

4


 

 

IDEAYA Biosciences, Inc.

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2026

 

2025

 

Collaboration revenue

 

$

6,560

 

$

 

Total revenue

 

 

6,560

 

 

 

Operating expenses

 

 

 

 

 

Research and development

 

 

95,726

 

 

70,886

 

General and administrative

 

 

19,378

 

 

13,503

 

Total operating expenses

 

 

115,104

 

 

84,389

 

Loss from operations

 

 

(108,544

)

 

(84,389

)

Other income

 

 

 

 

 

Interest income and other income, net

 

 

10,005

 

 

12,211

 

Net loss

 

$

(98,539

)

$

(72,178

)

Unrealized (losses) gains on marketable securities

 

 

(2,761

)

 

773

 

Comprehensive loss

 

$

(101,300

)

$

(71,405

)

Net loss per common share, basic and diluted

 

$

(1.11

)

$

(0.82

)

Weighted-average common shares outstanding, basic and diluted

 

 

88,699,754

 

 

88,356,335

 

 

 

The accompanying notes are an integral part of these condensed financial statements.

5


 

IDEAYA Biosciences, Inc.

Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Comprehensive

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income (Loss)

 

 

Deficit

 

 

Equity

 

Balance as of December 31, 2025

 

 

87,796,561

 

 

$

9

 

 

$

1,757,197

 

 

$

2,267

 

 

$

(736,539

)

 

$

1,022,934

 

Issuance costs related to at-the-market offering program

 

 

 

 

 

 

 

 

(98

)

 

 

 

 

 

 

 

 

(98

)

Issuance of common stock upon exercise of stock options

 

 

59,593

 

 

 

 

 

 

1,195

 

 

 

 

 

 

 

 

 

1,195

 

Stock-based compensation

 

 

 

 

 

 

 

 

14,536

 

 

 

 

 

 

 

 

 

14,536

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(2,761

)

 

 

 

 

 

(2,761

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(98,539

)

 

 

(98,539

)

Balances as of March 31, 2026

 

 

87,856,154

 

 

$

9

 

 

$

1,772,830

 

 

$

(494

)

 

$

(835,078

)

 

$

937,267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2024

 

 

86,503,509

 

 

$

9

 

 

$

1,681,167

 

 

$

812

 

 

$

(622,841

)

 

$

1,059,147

 

Issuance of common stock related to at-the-market offering program, net of issuance costs

 

 

984,000

 

 

 

 

 

 

25,022

 

 

 

 

 

 

 

 

 

25,022

 

Issuance of common stock upon exercise of stock options

 

 

77,743

 

 

 

 

 

 

1,134

 

 

 

 

 

 

 

 

 

1,134

 

Stock-based compensation

 

 

 

 

 

 

 

 

10,237

 

 

 

 

 

 

 

 

 

10,237

 

Other comprehensive income

 

 

 

 

 

 

 

 

-

 

 

 

773

 

 

 

 

 

 

773

 

Net loss

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

(72,178

)

 

 

(72,178

)

Balances as of March 31, 2025

 

 

87,565,252

 

 

$

9

 

 

$

1,717,560

 

 

$

1,585

 

 

$

(695,019

)

 

$

1,024,135

 

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

6


 

IDEAYA Biosciences, Inc.

Condensed Statements of Cash Flows

(in thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

2025

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(98,539

)

$

(72,178

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Depreciation and amortization

 

 

688

 

 

600

 

Net accretion of discounts on marketable securities

 

 

(1,211

)

 

(3,778

)

Stock-based compensation

 

 

14,536

 

 

10,237

 

Amortization of right-of-use assets

 

 

455

 

 

533

 

Changes in assets and liabilities

 

 

 

 

 

Prepaid expenses and other assets

 

 

3,025

 

 

(1,970

)

Accounts payable

 

 

3,050

 

 

2,728

 

Accrued and other liabilities

 

 

2,727

 

 

2,875

 

Contract liabilities

 

 

(587

)

 

 

Lease liabilities

 

 

686

 

 

611

 

Net cash used in operating activities

 

 

(75,170

)

 

(60,342

)

Cash flows from investing activities

 

 

 

 

 

Purchases of property and equipment, net

 

 

(967

)

 

(1,330

)

Purchases of marketable securities

 

 

(42,610

)

 

(105,207

)

Maturities of marketable securities

 

 

162,529

 

 

186,354

 

Net cash provided by investing activities

 

 

118,952

 

 

79,817

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock related to at-the-market offering program, net of issuance costs

 

 

(9

)

 

25,009

 

Proceeds from exercise of common stock options

 

 

1,190

 

 

1,134

 

Net cash provided by financing activities

 

 

1,181

 

 

26,143

 

Net increase in cash, cash equivalents and restricted cash

 

 

44,963

 

 

45,618

 

Cash, cash equivalents and restricted cash

 

 

 

 

 

Cash, cash equivalents and restricted cash, at beginning of period

 

 

113,840

 

 

85,183

 

Cash, cash equivalents and restricted cash, at end of period

 

$

158,803

 

$

130,801

 

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash

 

 

 

 

 

Cash and cash equivalents

 

$

157,522

 

$

129,996

 

Restricted cash

 

 

1,281

 

 

805

 

Cash, cash equivalents and restricted cash

 

$

158,803

 

$

130,801

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

Right-of-use asset obtained in exchange for a new operating lease liability

 

$

 

$

6,186

 

Purchases of property and equipment in accounts payable and accrued liabilities

 

 

1,201

 

 

654

 

Unpaid at-the-market offering program costs in accrued liabilities

 

$

98

 

$

 

 

The accompanying notes are an integral part of these condensed financial statements.

7


 

IDEAYA Biosciences, Inc.

Notes to Condensed Financial Statements (Unaudited)

1. Organization

 

Description of the Business

 

IDEAYA Biosciences, Inc. (the “Company”) is a precision medicine oncology company committed to the discovery, development and commercialization of transformative therapies to address unmet medical needs in cancer. The Company is headquartered in South San Francisco, California and was incorporated in the State of Delaware in June 2015.

 

At-the-Market Offering

 

On January 19, 2024, the Company entered into a new Open Market Sales Agreement (the “January 2024 Sales Agreement”), with Jefferies, relating to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of common stock having aggregate gross proceeds of up to $350.0 million through Jefferies as sales agent.

 

During the year ended December 31, 2025, the Company sold an aggregate of 984,000 shares of its common stock for aggregate net proceeds of $25.0 million at a weighted average sales price of approximately $26.00 per share under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent.

 

During the three months ended March 31, 2026, the Company sold no shares of common stock under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent.

 

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

The Company may cancel its at-the-market offering program at any time upon written notice, pursuant to its terms.

Liquidity

 

The Company has primarily incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $835.1 million as of March 31, 2026.

 

The Company has financed its operations primarily through the sale and issuance of common stock, the upfront payment and certain milestone payments received from GSK (as defined below) and the upfront payment received from Servier.

 

To date, none of the Company’s product candidates have been approved for sale, and the Company has not generated any revenue from commercial products since inception. Management expects operating losses to continue and increase for the foreseeable future, as the Company progresses clinical development activities for its lead product candidates. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the biotechnology industry as discussed under Risks and Uncertainties in Note 2. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

As of March 31, 2026, the Company had cash, cash equivalents and marketable securities of approximately $972.9 million. Management believes that the Company’s current cash, cash equivalents and marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these financial statements.

2. Summary of Significant Accounting Policies

 

Basis of Presentation

8


 

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting.

 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026.

Unaudited Condensed Financial Statements

 

The accompanying financial information for the three months ended March 31, 2026 and March 31, 2025 are unaudited. The unaudited condensed financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2026 and December 31, 2025, its results of operations for the three months ended March 31, 2026 and March 31, 2025 and cash flows for the three months ended March 31, 2026 and March 31, 2025. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other periods.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include useful lives of property and equipment, determination of the discount rate for operating leases, accruals for research and development activities, revenue recognition, stock-based compensation and income taxes. On an ongoing basis, management reviews these estimates and assumptions. Changes in facts and circumstances may alter such estimates and actual results could differ from those estimates.

 

Segments

 

The Company has one reportable and operating segment. Financial information about the Company’s operating segment and geographic areas is presented in Note 13 of the financial statements.

Risks and Uncertainties

 

The Company operates in a dynamic and highly competitive industry and 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 manufacturers, contract research organizations and collaboration partners, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials and collaboration activities; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

 

Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition

9


 

from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

 

The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. Substantially all the Company’s cash, cash equivalents and marketable securities are held by three financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits.

The Company’s investment policy addresses credit ratings, diversification, and maturity dates.

 

The Company invests its cash equivalents and marketable securities in money market funds, U.S. government securities, commercial paper, and corporate bonds. The Company limits its credit risk associated with cash equivalents and marketable securities by placing them with banks and institutions it believes are creditworthy and in highly rated investments and, by policy, limits the amount of credit exposure with any one commercial issuer. The Company has not experienced any credit losses on its deposits of cash, cash equivalents or marketable securities.

Summary of Significant Accounting Policies

There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 17, 2026.

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standards codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below.

 

New Accounting Pronouncements Adopted

 

In July 2025, the FASB issued ASU 2025-05 - Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendments allow all entities to apply a practical expedient and entities other than public business entities to make an accounting policy election to simplify the estimation of credit losses on these assets. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued (or made available for issuance). The Company adopted this ASU for this quarterly report for the fiscal year beginning January 1, 2026, and it did not have a material impact to the financial statements.

 

New Accounting Pronouncements, Not yet Adopted

 

In October 2023, 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 a 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.

 

10


 

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The FASB additionally issued ASU 2025-01 to clarify that the ASU's amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of adopting this ASU.

 

In September 2025, the FASB issued ASU 2025-06 — Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software to clarify and modernize the accounting for costs related to internal-use software. The ASU removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The ASU specifies that the property, plant and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued. The Company is currently evaluating the effect of adopting this ASU.

 

In December 2025, the FASB issued ASU 2025-11 — Interim Reporting (Topic 270): Narrow-Scope Improvements to clarify interim disclosure requirements, the applicability of ASC 270 and the form and content of interim financial statements in accordance with U.S. GAAP. The guidance creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. For public business entities, the amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued. The Company is currently evaluating the effect of adopting this ASU.

 

In December 2025, the FASB issued ASU 2025-12 — Codification Improvements to clarify, correct errors in or make other minor improvements to a broad range of topics in the Accounting Standards Codification (ASC) that is intended to make it easier to understand and apply, including ASC 260, Earnings Per Share, ASC 325, Investments – Other, and ASC 958, Not-for-Profit Entities. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued. The Company is currently evaluating the effect of adopting this ASU.

 

3. Fair Value Measurement and Marketable Securities

 

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

11


 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in its assessment of fair value.

As of March 31, 2026, financial assets measured and recognized at fair value are as follows (in thousands):

 

 

 

 

 

March 31, 2026

 

 

 

 

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government securities

 

Level 2

 

$

425,982

 

 

$

325

 

 

$

(444

)

 

$

425,863

 

Corporate bonds

 

Level 2

 

 

369,187

 

 

 

219

 

 

 

(581

)

 

 

368,825

 

Commercial paper

 

Level 2

 

 

58,730

 

 

 

 

 

 

(12

)

 

 

58,718

 

Subtotal

 

 

 

 

853,899

 

 

 

544

 

 

 

(1,037

)

 

 

853,406

 

Money market funds

 

Level 1

 

 

109,385

 

 

 

 

 

 

 

 

 

109,385

 

Cash

 

 

 

 

10,123

 

 

 

 

 

 

 

 

 

10,123

 

Total fair value of assets

 

 

 

$

973,407

 

 

$

544

 

 

$

(1,037

)

 

$

972,914

 

Included in cash and cash equivalents(1)

 

 

 

 

157,528

 

 

 

 

 

 

(6

)

 

 

157,522

 

Included in marketable securities, current(2)

 

 

 

 

513,433

 

 

 

443

 

 

 

(197

)

 

 

513,679

 

Included in marketable securities, non-current(3)

 

 

 

 

302,446

 

 

 

101

 

 

 

(834

)

 

 

301,713

 

Total fair value of assets

 

 

 

$

973,407

 

 

$

544

 

 

$

(1,037

)

 

$

972,914

 

 

(1) $38.0 million of commercial paper was included in cash and cash equivalents on the condensed balance sheet due to securities with

purchase dates within 90 days of maturity dates.

(2) The Company’s short-term marketable securities mature in one year or less.

(3) The Company’s long-term marketable securities mature between one and three years.

 

As of December 31, 2025, financial assets measured and recognized at fair value are as follows (in thousands):

 

 

 

 

 

December 31, 2025

 

 

 

 

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government securities

 

Level 2

 

$

482,993

 

 

$

1,266

 

 

$

(5

)

 

$

484,254

 

Corporate bonds

 

Level 2

 

 

428,702

 

 

 

1,034

 

 

 

(28

)

 

 

429,708

 

Commercial paper

 

Level 2

 

 

31,688

 

 

 

1

 

 

 

(1

)

 

 

31,688

 

Subtotal

 

 

 

 

943,383

 

 

 

2,301

 

 

 

(34

)

 

 

945,650

 

Money market funds

 

Level 1

 

 

98,538

 

 

 

 

 

 

 

 

 

98,538

 

Cash

 

 

 

 

5,497

 

 

 

 

 

 

 

 

 

5,497

 

Total fair value of assets

 

 

 

$

1,047,418

 

 

$

2,301

 

 

$

(34

)

 

$

1,049,685

 

Included in cash and cash equivalents(1)

 

 

 

 

112,825

 

 

 

 

 

 

 

 

 

112,825

 

Included in marketable securities, current(2)

 

 

 

 

525,454

 

 

 

1,116

 

 

 

(7

)

 

 

526,563

 

Included in marketable securities, non-current(3)

 

 

 

 

409,139

 

 

 

1,185

 

 

 

(27

)

 

 

410,297

 

Total fair value of assets

 

 

 

$

1,047,418

 

 

$

2,301

 

 

$

(34

)

 

$

1,049,685

 

(1) $8.8 million of commercial paper was included in cash and cash equivalents on the condensed balance sheet due to securities with

12


 

purchase dates within 90 days of maturity dates.

(2) The Company’s short-term marketable securities mature in one year or less.

(3) The Company’s long-term marketable securities mature between one and three years.

 

As of March 31, 2026 and December 31, 2025, all marketable securities had a remaining maturity of less than two years. There were no financial liabilities measured and recognized at fair value as of March 31, 2026 and December 31, 2025.

 

As of March 31, 2026 and December 31, 2025, certain securities were held in an unrealized loss position. Based on review of the portfolio of marketable securities and the creditworthiness of the underlying issuer, the Company determined that the decline in fair value below cost did not result from credit-related factors. Additionally, the Company does not intend to sell these securities, nor will it be required to sell before recovery of the amortized cost basis at maturity. As a result, no credit-related losses have been recognized for any of the periods presented.

 

 

4. Balance Sheet Components

 

Property and Equipment, Net

 

Property and equipment, net consisted of the following (in thousands):

 

 

Useful Life

 

March 31,

 

December 31,

 

 

(In Years)

 

2026

 

2025

 

Laboratory equipment

5

 

$

15,925

 

$

15,062

 

Computer equipment

3

 

 

503

 

 

503

 

Software

3

 

 

267

 

 

267

 

Leasehold improvements

Shorter of useful life or lease term

 

 

5,367

 

 

5,124

 

Furniture and fixtures

5

 

 

1,517

 

 

1,517

 

Total property and equipment

 

 

 

23,579

 

 

22,473

 

Less: Accumulated depreciation and amortization

 

 

 

(14,945

)

 

(14,256

)

Property and equipment, net

 

 

$

8,634

 

$

8,217

 

 

Depreciation and amortization expense was $0.7 million and $0.6 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

 

Accrued Liabilities

 

Accrued liabilities consisted of the following (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Accrued research and development expenses

 

$

33,088

 

 

$

26,508

 

Accrued salaries and benefits

 

 

6,230

 

 

 

11,198

 

Legal and professional fees

 

 

3,239

 

 

 

2,124

 

Other

 

 

1,188

 

 

 

1,062

 

Accrued liabilities

 

$

43,745

 

 

$

40,892

 

 

13


 

 

5. Operating Leases

 

In June 2023, the Company entered into a lease agreement for approximately 44,000 square feet of laboratory and office facilities at 5000 Shoreline Court, South San Francisco, California. The lease term is 120 months, and the Company has an option to extend the lease term for a total of two consecutive five-year periods. This lease agreement commenced in August 2024.

 

In May 2024, the Company amended its 5000 Shoreline Court facility lease agreement to expand the size of the original premises by adding approximately 11,321 rentable square feet of additional space. The amendment to the lease term commenced in January 2025.

 

In March 2026, the Company further amended its 5000 Shoreline Court facility lease agreement to expand the size of the original premises and the first amendment expansion premises by adding approximately 24,909 rentable square feet of additional space. The second amendment to the lease is expected to commence in the first quarter of 2027.

 

In November 2023, the Company entered into a lease agreement for approximately 5,700 square feet of space at 11710 El Camino Real, San Diego, California for corporate office space. The lease commenced in December 2023 and expires in March 2028. The Company has an option to renew the lease for three years.

 

Future minimum lease payments under operating leases included on the Company's condensed balance sheet are as follows:

 

As of March 31, 2026

 

Operating Leases

 

2026

 

$

1,845

 

2027

 

 

5,379

 

2028

 

 

5,248

 

2029

 

 

5,323

 

2030

 

 

5,509

 

Thereafter

 

 

22,955

 

Total future minimum lease payments

 

 

46,259

 

Less: imputed interest

 

 

(17,659

)

Total operating lease liabilities

 

$

28,600

 

 

The following table summarizes other information about the Company’s operating leases:

 

 

 

As of

 

 

March 31, 2026

 

December 31, 2025

Remaining Lease Term

 

8.4

 

8.6

Discount Rate

 

11.5%

 

11.5%

 

14


 

Operating lease costs were $1.2 million and $1.2 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

 

Variable lease costs were $0.5 million and $0.6 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Variable lease costs represent additional costs incurred, related to administration, maintenance and property tax costs, which are billed based on both usage and as a percentage of the Company’s share of total square footage.

 

During the three months ended March 31, 2026 and March 31, 2025, cash paid for amounts included in the measurement of lease liabilities was $0.5 million and $0.1 million, respectively.

 

 

6. Commitments and Contingencies

 

Contingencies

 

From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. The Company accrues for these matters when it is probable that future expenditures will be made and these expenditures can be reasonably estimated. As of March 31, 2026, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

Indemnification

 

The Company enters into standard indemnification arrangements in the ordinary course of business with vendors, clinical trial sites and other parties. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. The term of these indemnification agreements is generally perpetual following execution. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, the Company has not recorded a liability related to such indemnification agreements as of March 31, 2026.

 

 

7. Income Taxes

 

The Company did not record a federal or state income tax provision for the three months ended March 31, 2026 and March 31, 2025. The Company continues to maintain a full valuation allowance against its net deferred tax assets as the Company believes it is not more likely than not that the benefit will be realized.

 

The Company’s 2023 tax year is currently under examination by the IRS. There are currently no proposed adjustments.

 

 

8. Common Stock

 

As of March 31, 2026 and December 31, 2025, the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common stock at a par value of $0.0001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors. As of March 31, 2026 and December 31, 2025, no dividends have been declared to date.

 

The Company has completed several underwritten public follow-on offerings, from which shares of common stock and pre-funded warrants were issued. As of March 31, 2026, the following aggregate warrants to purchase shares of the Company’s common stock were issued and outstanding:

 

15


 

Issue Date

 

Expiration Date

 

Exercise Price per Share

 

 

Number of Shares subject to Outstanding Warrants

 

July 11, 2024

 

None

 

$

0.0001

 

 

 

285,715

 

October 27, 2023

 

None

 

$

0.0001

 

 

 

319,150

 

April 27, 2023

 

None

 

$

0.0001

 

 

270,270(1)

 

(1) In September 2024, 1,750,000 shares of common stock subject to outstanding pre-funded warrants were

cashless exercised and 1,749,993 shares of common stock were issued.

 

The warrants are classified as a component of Stockholders’ Equity within Additional Paid-in-Capital. The warrants are classified as equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, are indexed to the Company’s common stock and meet the equity classification criteria. The warrants will not expire until they are fully exercised.

 

The Company had reserved common stock for future issuance as follows:

 

 

 

March 31,

 

December 31,

 

 

2026

 

2025

Exercise of outstanding options under the 2015, 2019 and 2023 Plans

 

14,825,324

 

11,130,405

Shares available for grant under the 2019 Plan

 

3,007,833

 

2,833,979

Shares available for grant under the 2023 Inducement Plan

 

1,100,263

 

1,516,767

Shares available under the Employee Stock Purchase Plan

 

3,565,724

 

2,687,759

Pre-funded warrants issued and outstanding

 

875,135

 

875,135

Total

 

23,374,279

 

19,044,045

 

 

9. Stock-Based Compensation

 

2023 Inducement Plan

 

On February 24, 2023, the Company adopted the IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan (the “2023 Inducement Plan”), pursuant to which the Company reserved 1,000,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2023 Inducement Plan was approved by the Company’s board of directors without stockholder approval in accordance with such rule. Options granted under the 2023 Inducement Plan have a term of 10 years and generally vest over a 4-year period with 1-year cliff vesting.

 

In June 2024, the Company amended the 2023 Employment Inducement Award Plan, increasing the number of shares available for issuance by 1,000,000.

 

In May 2025, the Company further amended the 2023 Employment Inducement Award Plan, increasing the number of shares available for issuance by 2,000,000.

 

As of March 31, 2026, the number of shares available for issuance under the 2023 Inducement Plan was 1,100,263.

 

2019 Incentive Award Plan

 

In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Incentive Award Plan (the “2019 Plan”), under which the Company may grant cash and equity-based incentive awards to the Company’s employees, consultants and directors. Following the effectiveness of the 2019 Plan, the Company will not make any further grants under the 2015 Equity Incentive Plan (the “2015 Plan”). However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that are forfeited or lapse unexercised and which

16


 

following the effective date of the 2019 Plan are not issued under the 2015 Plan will be available for issuance under the 2019 Plan.

Options granted under the 2019 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, directors and consultants.

The 2019 Plan is subject to an annual increase on the first day of each year beginning in 2020 and ending in 2029, equal to the lesser of 4% of the shares outstanding on the last day of the immediately preceding fiscal year, and such smaller number of shares as determined by the Company’s board of directors. Options granted under the 2019 Plan have a term of 10 years (or five years if granted to a 10% stockholder) and generally vest over a 4-year period with 1-year cliff vesting.

 

As of March 31, 2026, the number of shares available for issuance under the 2019 Plan was 3,007,833.

 

2015 Equity Incentive Plan

In 2015, the Company established its 2015 Plan which provides for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2015 Plan may be either ISOs or NSOs.

 

2019 Employee Stock Purchase Plan

In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions up to 15% of eligible compensation. The offering period is determined by the Company in its discretion but may not exceed 27 months. The per-share purchase price on the applicable exercise date for an offering period is equal to the lesser of 85% of the fair market value of the common stock at either the first business day or last business day of the offering period, provided that no more than 4,000 shares of common stock may be purchased by any one employee during each offering period.

The ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. A total of 195,000 shares of common stock were initially reserved for issuance under the ESPP, subject to an annual increase on January 1 of each year, beginning on January 1, 2020, equal to the lesser of 1% of the shares outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as may be determined by the Company’s board of directors, provided, however, that no more than 2,500,000 shares may be issued under the ESPP.

As of March 31, 2026, the number of shares available for issuance under the ESPP was 3,565,724.

 

For the three months ended March 31, 2026 and March 31, 2025, the Company recorded $0.2 million and $0.2 million, respectively, of compensation expense related to employee participation in the ESPP.

 

Stock-Based Compensation Expense

 

Total stock-based compensation expense recorded related to awards granted to employees and non-employees was as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

2025

 

Research and development

 

$

8,353

 

$

6,020

 

General and administrative

 

 

6,183

 

 

4,217

 

Total stock-based compensation expense

 

$

14,536

 

$

10,237

 

 

17


 

 

Stock Options

 

Activity under the Company’s 2015 and 2019 Plans and 2023 Inducement Plan is set forth below:

 

 

 

Outstanding Options

 

 

 

 

 

 

 

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

 

Aggregate Intrinsic Value (Millions)

 

Balance, January 1, 2026

 

 

11,130,405

 

 

$

24.35

 

 

 

7.76

 

 

$

136.76

 

Options granted

 

 

3,821,341

 

 

$

32.17

 

 

 

 

 

 

 

Options exercised

 

 

(59,593

)

 

$

20.05

 

 

 

 

 

 

 

Options canceled

 

 

(64,004

)

 

$

26.48

 

 

 

 

 

 

 

Options expired

 

 

(2,825

)

 

$

46.22

 

 

 

 

 

 

 

Balance, March 31, 2026

 

 

14,825,324

 

 

$

26.37

 

 

 

8.06

 

 

$

121.46

 

Exercisable as of March 31, 2026

 

 

6,092,104

 

 

$

22.74

 

 

 

6.61

 

 

$

75.46

 

Vested and expected to vest as of
   March 31, 2026

 

 

14,825,324

 

 

$

26.37

 

 

 

8.06

 

 

$

121.46

 

 

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2026 and March 31, 2025 was $21.19 and $14.07 per share, respectively. The aggregate intrinsic value of options exercised for the three months ended March 31, 2026 and March 31, 2025 was $0.8 million and $0.6 million, respectively. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock on the date of exercise.

 

As of March 31, 2026 and December 31, 2025, total unrecognized stock-based compensation expense for stock options was $161.6 million and $96.2 million, respectively, which is expected to be recognized over a weighted-average period of 2.92 years and 2.56 years, respectively.

 

Black-Scholes Assumptions

 

The fair values of options were calculated using the assumptions set forth below:

 

 

Three Months Ended March 31,

 

 

2026

 

2025

Expected term

 

6.1 years

 

6.1 years

Expected volatility

 

69.6% - 70.5%

 

75.7% - 76.3%

Risk-free interest rate

 

3.7% - 4.2%

 

4.1% - 4.4%

Dividend yield

 

0%

 

0%

 

Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding and is based on the options’ vesting terms and contractual terms.

 

Expected Volatility. The expected volatility is based on the Company’s historical stock price volatility. The historical stock price volatility is calculated based on a period of time commensurate with the expected term assumption for each grant.

 

18


 

Risk-Free Interest Rate. The risk-free rate assumption is based on U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

 

Expected Dividend Rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero.

 

The Company accounts for forfeitures as they occur.

 

Fair Value of Common Stock

 

The fair value of the Company’s common stock is determined based on the market price on the date of grant.

 

 

10. Significant Agreements

 

Novartis License Agreement

 

In September 2018, the Company entered into a License Agreement with Novartis to develop and commercialize Novartis’ LXS196 (also known as IDE196), a Phase 1 protein kinase C (“PKC”) inhibitor, for the treatment of cancers with GNAQ and GNA11 mutations. The Company renamed Novartis’ LXS196 oncology as IDE196, and which has a non-proprietary name of darovasertib. Under the license agreement, Novartis granted to the Company a worldwide, exclusive, sublicensable license to research, develop, manufacture, and commercialize certain defined compounds and products, including IDE196 and certain other PKC inhibitors, as well as companion diagnostic products, collectively referred to as the licensed products, for any purpose. The Company paid Novartis an upfront payment of $2.5 million and issued 263,615 shares of its Series B redeemable convertible preferred stock concurrently with the execution of the license agreement.

 

In March 2025, the FDA granted Breakthrough Therapy designation (“BTD”) for darovasertib, a potential first-in-class PKC inhibitor, for the neoadjuvant treatment of adult patients with primary uveal melanoma (“UM”) for whom enucleation has been recommended. Under the license agreement with Novartis, the Company paid Novartis a $1.0 million milestone payment in April 2025.

 

Subject to completion of certain clinical and regulatory development milestones, the Company agreed to make additional milestone payments in the aggregate of up to $8.0 million, and subject to achievement of certain commercial sales milestones, the Company agreed to make milestone payments in the aggregate of up to $20.0 million. The Company also agreed to pay mid to high single-digit tiered royalty payments based on annual worldwide net sales of licensed products, payable on a licensed product-by-licensed product and country by country basis until the latest of the expiration of the last to expire exclusively licensed patent, the expiration of regulatory exclusivity, and the ten year anniversary of the first commercial sale of such product in such country. The royalty payments are subject to reductions for lack of patent coverage, loss of market exclusivity, and payment obligations for third-party licenses.

 

The Company owns or controls all commercial rights in its darovasertib program in UM, including in mUM and in primary UM, subject to certain economic obligations pursuant to its exclusive, worldwide license to darovasertib with Novartis.

 

Pfizer Clinical Trial Collaboration and Supply Agreements

 

In March 2020, the Company entered into a Clinical Trial Collaboration and Supply Agreement with Pfizer, Inc. (as amended in September 2020, April 2021, September 2021 and May 2023, the “Pfizer Agreement”). Pursuant to the Pfizer Agreement, Pfizer supplies the Company with their MEK inhibitor, binimetinib, and their cMET inhibitor, crizotinib, to evaluate combinations of darovasertib independently with each of the Pfizer compounds, in patients with tumors harboring activating GNAQ or GNA11 mutations. Under the Pfizer Agreement, the Company is the sponsor of the combination studies and will provide darovasertib and pay for the costs of the combination studies. Pfizer will provide binimetinib and crizotinib for use in the clinical trial at no cost to the Company. The Pfizer Agreement provides that the Company and Pfizer will jointly own clinical data generated from the clinical trial and will also jointly own inventions, if any, relating to the combined use of darovasertib and binimetinib, or

19


 

independently, to the combined use of darovasertib and crizotinib. The Company and Pfizer have formed a joint development committee responsible for coordinating all regulatory and other activities under the agreement.

In March 2022, the Company and Pfizer entered into a Second Clinical Trial Collaboration and Supply Agreement, as amended in May 2023 (the “Second Pfizer Agreement”), pursuant to which the Company is evaluating darovasertib and crizotinib as a combination therapy in mUM in a planned Phase 2/3 potential registration-enabling clinical trial. Pursuant to the Second Pfizer Agreement, the Company is the sponsor of the combination trial and the Company will provide darovasertib and pay for the costs of the combination trial, and Pfizer will provide crizotinib for the planned combination trial at no cost to the Company for up to an agreed-upon number of mUM patients. The Company and Pfizer will jointly own clinical data from the planned combination trial and all inventions relating to the combined use of darovasertib and crizotinib. The Company and Pfizer have formed a joint development committee responsible for coordinating all regulatory and other activities under the Second Pfizer Agreement.

Separately, in March 2022, the Company and Pfizer also entered into a Third Clinical Trial Collaboration and Supply Agreement (the “Third Pfizer Agreement”), pursuant to which the Company could, subject to preclinical validation and FDA feedback and guidance, evaluate darovasertib and crizotinib, as a combination therapy in cMET-driven tumors such as NSCLC and/or HCC in a Phase 1 clinical trial. Pursuant to the Third Pfizer Agreement, the Company was the sponsor of the planned combination trial, and the Company would provide darovasertib and pay for the costs of the combination trial. Pfizer would provide crizotinib for the planned combination trial at no cost to the Company. Pursuant to Amendment No. 1 to the Second Pfizer Agreement, as described below, the Company and Pfizer terminated the Third Pfizer Agreement.

 

In May 2023, the Company continued its relationship with Pfizer by entering into Amendment No. 4 to the Pfizer Agreement relating to the supply of crizotinib in support of this Phase 2 clinical trial, pursuant to which Pfizer will continue to provide the Company with an additional defined quantity of crizotinib at no cost.

 

Also, in May 2023, the Company expanded its relationship with Pfizer to support the Phase 2/3 registrational trial to evaluate darovasertib and crizotinib as a combination therapy in mUM by entering into Amendment No. 1 to the Second Pfizer Agreement. Under Amendment No. 1 to the Second Pfizer Agreement, Pfizer will provide the Company with a first defined quantity of crizotinib at no cost, as well as an additional second defined quantity of crizotinib at a lump-sum cost. The Third Pfizer Agreement was terminated by the Company and Pfizer under Amendment No. 1 to the Second Pfizer Agreement.

 

In December 2024, the Company entered into Amendment No. 5 to the Pfizer Agreement for the supply of crizotinib in the Phase 1/2 clinical trial for Pfizer to provide the Company a defined quantity of crizotinib at defined costs.

 

Cancer Research UK and University of Manchester Exclusive Option and License Agreement

 

The Company entered into an exclusive license under the Evaluation, Option and License Agreement with Cancer Research Technologies Ltd., also known as Cancer Research United Kingdom Ltd. (“CRT”), and the University of Manchester, pursuant to which the Company holds exclusive worldwide license rights covering a broad class of PARG inhibitors.

 

In January 2022, the Company exercised its option for an exclusive worldwide license covering a broad class of poly (ADP-ribose) glycohydrolase (“PARG”), inhibitors from CRT, and the University of Manchester, and in connection therewith, paid a one-time option exercise fee of £250,000.

In April 2023, the Company incurred an obligation to pay milestone payments in an aggregate amount of £750,000 to CRT based upon the achievement of certain milestones relating to first and second tumor histologies in connection with the Phase 1 portion of the IDE161-001 Phase 1/2 clinical trial in oncologic diseases.

CRT is eligible for remaining payments aggregating up to £18.75 million upon the achievement of specific development and regulatory approval events for development of a PARG inhibitor in oncologic diseases, including an aggregate of up to £1.5 million and up to £2.25 million for the achievement of certain Phase 2 and Phase 3 development milestones, respectively, in each case as relating to first and second tumor histologies.

 

20


 

The Company will also pay low single-digit tiered royalties, and potentially also sales-based milestones, to CRT based on net sales of licensed products. In addition, in the event the Company sublicenses the intellectual property, it will also be obligated to pay CRT a specified percentage of any sublicense revenue.

 

Gilead Clinical Study Collaboration and Supply Agreement

 

In November 2023, the Company entered into a Clinical Study Collaboration and Supply Agreement with Gilead Sciences, Inc. (“Gilead”), (the “Gilead CSCSA”), to clinically evaluate IDE397 in combination with Trodelvy (sacituzumab govitecan-hziy), a Trop-2 directed antibody drug conjugate (“ADC”), in patients having MTAP-deletion urothelial cancer (“UC”), in a Phase 1 clinical trial.

 

In February 2025, the Company expanded its clinical study collaboration and entered into an additional Clinical Study Collaboration and Supply Agreement with Gilead (the “Second Gilead CSCSA”), to evaluate the IDE397 and Trodelvy combination in MTAP-deletion NSCLC.

 

The Company is the study sponsor and Gilead will provide the supply of Trodelvy. Gilead will bear internal or external costs incurred in connection with its supply of Trodelvy. The Company will bear all internal and external costs and expenses associated with the conduct of the combination study. The Company and Gilead each retain commercial rights to its respective compounds, including with respect to use as a monotherapy agent or combination agent.

 

In March 2026, the Company deprioritized its clinical activity with Gilead evaluating the combination of IDE397 and Trodelvy.

 

Biocytogen Option and License Agreement

 

In July 2024, the Company entered into an Option and License Agreement (the “Biocytogen Option and License Agreement”), pursuant to which Biocytogen granted us an option for an exclusive worldwide license from Biocytogen to develop and commercialize products in connection with a potential first-in-class B7H3/PTK7 topoisomerase-I-inhibitor-payload BsADC program (the “Option”). Under the terms of the Biocytogen Option and License Agreement, the Company paid Biocytogen an upfront fee and an exercise fee totaling $6.5 million upon exercise of the option. The Company received IND clearance from the FDA for IDE034 in the fourth quarter of 2025. The Company initiated a Phase 1 dose escalation trial in the first quarter of 2026. Dosing of the first patient with IDE034 triggered a $5.0 million milestone payment to Biocytogen, pursuant to the Biocytogen Option and License Agreement.

 

Biocytogen is eligible to receive additional development and regulatory milestone payments and commercial milestone payments, as well as low to mid-single-digit royalties on net sales. Total remaining milestone payments equal an aggregate of $395.0 million, including development and regulatory milestone payments of up to $95.0 million. The Company's royalty obligations continue with respect to each country and each product until the later of (i) the date on which such product is no longer covered by certain intellectual property rights in such country and (ii) the 10th anniversary of the first commercial sale of such product in such country.

 

Hengrui Pharma License Agreement

 

In December 2024, the Company entered into an exclusive License Agreement (the “Hengrui Pharma License Agreement”) with Hengrui Pharma, pursuant to which Hengrui Pharma granted the Company an exclusive worldwide license outside of Greater China, for IDE849 (SHR-4849), a potential first-in-class Phase 1 DLL3 TOP1i ADC. In April 2025, the Company received U.S. IND clearance for the initiation of a Phase 1 clinical trial to evaluate IDE849 in solid tumors.

 

Under the terms of the Hengrui Pharma License Agreement, Hengrui Pharma is eligible to receive upfront and milestone payments, totaling $1.045 billion. The remaining milestone payments include $198.0 million in development and regulatory milestone payments and commercial success-based milestones. Hengrui Pharma is also

21


 

eligible to receive mid-single to low-double digit royalties on net sales outside of Greater China. The Company owns or controls all commercial rights outside of Greater China for IDE849.

 

In October 2025, the initiation of the first Phase 1 clinical trial, or first dosing of first patient, was achieved for IDE849 (SHR-4849). Under the license agreement with Hengrui Pharma, the Company paid Hengrui Pharma a $2.0 million milestone payment.

 

 

Servier License Agreement

In August 2025, the Company entered into an exclusive license agreement with Servier pursuant to which the Company granted to Servier an exclusive license under certain intellectual property rights controlled by the Company relating to darovasertib to develop and commercialize products in all countries worldwide except for the United States for all diagnostic, prophylactic and therapeutic uses in humans. The Company received an upfront payment of $210.0 million and are eligible to receive development and regulatory milestone payments of up to an aggregate of $100.0 million, commercial milestone payments of up to an aggregate of $220.0 million, clinical trial cost sharing and clinical trial cost reimbursement, and royalties on net sales of products outside of the United States ranging from mid-teens to low-twenties percentages. Servier will be responsible for the regulatory and commercial activities for darovasertib outside the United States. The Company and Servier will collaborate on the development of darovasertib and share the associated costs. The Company retains all rights to darovasertib in the United States. The Servier license agreement will remain in effect on a product-by-product and country-by-country basis until expiration of royalty obligations.

 

GSK Collaboration, Option and License Agreement

 

In June 2020, the Company entered into the Collaboration, Option and License Agreement (the “GSK Collaboration Agreement”), with an affiliate of GSK plc, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), pursuant to which the Company and GSK have entered into a collaboration for its synthetic lethality programs targeting MAT2A, Pol Theta and Werner Helicase (“Werner” or “WRN”).

 

In December 2025, GSK notified the Company of its intention to terminate the Agreement, which will be effective 90 days following the date of GSK’s notice, or March 9, 2026. During the ninety-day transition period, GSK will transfer the Pol Theta (IDE705) and WRN (IDE275) clinical programs to the Company in accordance with the applicable provisions of the Agreement.

 

 

11. Revenue Recognition

 

The Company recognizes revenue in accordance with ASC 606 for the Servier License Agreement (see Note 10. Significant Agreements).

 

Servier License Agreement:

 

In connection with the Servier License Agreement entered into in August 2025 (see Note. 10 Significant Agreements), the Company recognized $6.6 million in collaboration revenue for the three months ended March 31, 2026.

 

The Company identified the following performance obligations associated with the Servier License Agreement:

Development and commercialization license (the “D&C license”) for regulatory and commercial rights to darovasertib outside the US
Two research and development services for the development of the darovasertib program

The Company has determined the above performance obligations to be distinct due to the advanced clinical stage of darovasertib and availability of clinical data from multiple clinical trials.

22


 

The Company recognized revenue related to the D&C license performance obligation at a point in time upon execution of the contract. The Company recognizes revenue related to amounts allocated to research and development services over time, as the underlying services are performed over the period through the completion of program development activities. The timing of revenue recognition, billings, and cash collections results in accounts receivable, contract assets, and contract liabilities on the balance sheets. Contract assets are recorded when revenue has been recognized for services performed that are not yet billable to a customer.

 

Contract Balances

The following table presents the changes in the balance of contract assets during the three months ended March 31, 2026 (in thousands):

 

 

 

Contract Assets

 

Balance as of December 31, 2025

 

$

(5,973

)

Cash received for cost reimbursement

 

 

5,973

 

Reclassification to revenue, as the result of performance obligations satisfied

 

 

(6,560

)

Balance as of March 31, 2026

 

$

(6,560

)

Transaction price allocated to the remaining performance obligations

 

At inception of the Servier License Agreement, the Company determined that the transaction price included the upfront payment and the estimated reimbursable program costs. The remaining aggregated performance obligation as of March 31, 2026 was $155.3 million, $31.5 million of which is expected to be satisfied over the next 12 months. The following table presents the transaction price allocated to the remaining performance obligations as of March 31, 2026 (in thousands):

Remaining Performance Obligations

 

Allocation of Transaction Price

 

Research and Development Services

 

$

155,298

 

Total transaction price allocated to the remaining performance obligations

 

$

155,298

 

 

The Company will also recognize revenue from regulatory milestones as they are achieved.

 

The Company applies the sales-based royalty exception to the commercial milestones and tiered royalties for all programs. The Company will be entitled to receive the commercial milestones when the predefined net sales in a calendar year are achieved, upon which the variability will be resolved. Also, the Company will be entitled to receive the tiered royalties during a calendar year when global net sales of each product occur, upon which the variability will be resolved.

 

Significant Judgments

 

In applying ASC 606 to the Servier License Agreement, the Company made the following judgments that significantly affect the timing and amount of revenue recognition:

 

(i) Determination of the transaction price, including whether any variable consideration is included at inception of the contract

 

The transaction price is the amount of consideration that the Company expects to be entitled to in exchange for transferring promised goods or services to the customer. The transaction price is determined at inception of the contract and may include amounts of variable consideration. However, there is a constraint on inclusion of variable consideration in the transaction price if there is uncertainty at inception of the contract as to whether such consideration will be recognized in the future.

 

The decision as to whether or not it is probable that a significant reversal of revenue will occur in the future depends on the likelihood and magnitude of the reversal and is highly susceptible to factors outside the Company’s influence

23


 

(for example, the Company cannot determine the outcome of clinical trials; the Company cannot determine if or when the counterparty will initiate or complete clinical trials; and the Company cannot determine if or when a regulatory agency provides any approval). In addition, the uncertainty is not expected to be resolved for a long period and the Company has limited experience in the field. Therefore, upon inception of the Servier License Agreement, development, regulatory and commercial milestones were fully constrained and were not included in the transaction price based on the factors noted above.

 

(ii) Determination of the standalone selling price of performance obligations

 

The Company allocates the transaction price to the performance obligations based upon their standalone selling prices. The standalone selling price is allocated to each performance obligation by the amount that the entity expects to receive for transferring the goods or services. Since evidence based on observable prices is not available for the performance obligations, the Company considered internally developed estimates, including those contemplated in negotiating the agreements, market conditions and entity-specific factors, in determining the standalone selling price using a discounted cash flow model adjusted for the probability of technical success where appropriate.

(iii) Determination of the method of allocation of the transaction price to the distinct performance obligations

 

The Company allocates the transaction price among performance obligations based on their relative selling prices, which are determined via the methodology described above.

 

(iv) Determination of the timing of satisfaction of performance obligations

 

The Company recognized revenue related to the D&C license performance obligation at the point in time when the license was delivered to Servier upon execution of the Servier License Agreement. The Company recognizes revenue from the research and development services for the development of the darovasertib program over time, as Servier simultaneously receives and consumes the benefits provided by the Company's performance. The Company measures its progress towards satisfaction of the research and development services based on the costs incurred as a percentage of the estimated total costs to be incurred to complete the performance obligations.

 

As the Company performs, it shares the results of its research and development studies with Servier through the joint development committee. Accordingly, the cost incurred method depicts the Company’s performance of the research and development services for the darovasertib program.

 

 

12. Net Loss Per Share Attributable to Common Stockholders

 

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

 

 

 

Three Months Ended
March 31,

 

 

 

2026

 

2025

 

Numerator:

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(98,539

)

$

(72,178

)

Denominator:

 

 

 

 

 

Weighted-average common shares outstanding, basic and diluted(1)

 

 

88,699,754

 

 

88,356,335

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(1.11

)

$

(0.82

)

(1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the

calculation of the weighted-average number of shares outstanding, basic and diluted, for the three months ended March 31, 2026.

 

The following table summarizes potential shares of common stock that were excluded from the computation of diluted net loss per share due to their anti-dilutive effect on those periods:

24


 

 

 

 

Three Months Ended
 March 31,

 

 

 

2026

 

2025

 

Options to purchase common stock

 

 

14,825,324

 

 

10,220,556

 

 

 

 

13. Segment Information

 

The Company operates and manages its business as one operating and reportable segment, which is the business of research and development for oncology-focused precision medicine. The Company’s chief operating decision maker (“CODM”) is its President and CEO. The Company’s measure of segment profit or loss is net income. For purposes of evaluating performance and allocating resources, the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company’s forecast. All of the Company's long-lived assets are primarily located in the United States.

 

In addition to the significant expense categories included within net income presented on the Company's statements of operations and comprehensive loss, see below for disaggregated research and development expenses:

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

March 31, 2025

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,332

 

$

23,018

 

IDE397

 

 

3,515

 

 

3,741

 

IDE161

 

 

1,607

 

 

2,448

 

IDE849

 

 

4,765

 

 

423

 

IDE892

 

 

2,180

 

 

860

 

IDE034

 

 

6,808

 

 

38

 

IDE574

 

 

3,052

 

 

643

 

Personnel related and stock-based compensation

 

 

20,072

 

 

15,814

 

Other research and development expenses(2)

 

 

30,395

 

 

23,901

 

Total research and development expenses

 

$

95,726

 

$

70,886

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

December 31, 2025

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,332

 

$

23,254

 

IDE397

 

 

3,515

 

 

3,432

 

IDE161

 

 

1,607

 

 

1,791

 

IDE849

 

 

4,765

 

 

6,908

 

IDE892

 

 

2,180

 

 

2,269

 

IDE034

 

 

6,808

 

 

837

 

IDE574

 

 

3,052

 

 

1,433

 

Personnel related and stock-based compensation

 

 

20,072

 

 

16,988

 

Other research and development expenses(2)

 

 

30,395

 

 

29,687

 

Total research and development expenses

 

$

95,726

 

$

86,599

 

 

(1) External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services

provided by external consultants, CMOs (“Contract Manufacturing Organizations”) and CROs (“Contract Research

Organizations”).

(2) Other research and development expenses include manufacturing and clinical trial costs for preclinical and earlier clinical stage

programs. These expenses are primarily for services provided by external consultants, CMOs and CROs.

25


 

 

14. Subsequent Events

 

In April 2026, the Company entered into a Clinical Collaboration Agreement with AstraZeneca plc (“AstraZeneca”)

to evaluate the efficacy and safety of IDE849, the Company’s DLL3 TOP1 antibody-drug conjugate, in combination with AstraZeneca’s Imfinzi (durvalumab), a programmed death-ligand 1 (PD-L1) inhibitor, in extensive-stage small cell lung cancer in a Phase 1 clinical trial. The Company is the study sponsor and AstraZeneca will provide the supply of Imfinzi.

 

 

26


 

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

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in, or implied, by these forward-looking statements. Please also see the section of this Quarterly Report on Form 10-Q titled “Note Regarding Forward-Looking Statements.”

 

Overview

 

We are a precision medicine oncology company committed to the discovery, development and commercialization of transformative therapies for cancer. Our approach integrates expertise in small-molecule drug discovery, structural biology and bioinformatics with robust internal capabilities in identifying and validating translational biomarkers to develop tailored, potentially first-in-class targeted therapies aligned to the genetic drivers of disease. We have built a deep pipeline of product candidates focused on synthetic lethality and antibody-drug conjugates (ADCs), for molecularly defined solid tumor indications. Our clinical development strategy is to evaluate our product candidates in rational combinations, where appropriate, and earlier in the course of disease in the adjuvant and neoadjuvant setting, which we believe has the potential to maximize their impact. Our mission is to bring forth the next wave of precision oncology therapies that are more selective, more effective, and deeply personalized with the goal of altering the course of disease and improving clinical outcomes for patients with cancer.

 

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

 

Darovasertib for Uveal Melanoma

 

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 cancer 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 OptimUM-02, which demonstrated a statistically significant improvement in the primary endpoint of 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 provide complete data from the primary analysis of OptimUM-02 trial in a late-breaking oral presentation at the 2026 American Society for 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 agreed to review our NDA under the Oncology Center of Excellence Real-Time Oncology Review program, 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 at a medical conference in the second half of 2026 to support a potential regulatory submission to the FDA. This submission has the potential to expand the labeled use of darovasertib and/or guideline inclusion to enable use of the combination in these HLA*A2(+) patients.

Adjuvant UM. In collaboration with our partner, Servier, we plan to initiate a global Phase 3 registrational trial (OptimUM-11) of darovasertib and crizotinib in the adjuvant setting of primary UM in the first half of 2026.

27


 

We have successfully completed a Type C meeting with the U.S. FDA to align on the Phase 3 registrational design of the OptimUM-11 trial. The trial will enroll approximately 450 primary uveal melanoma patients with increased risk of metastasis, irrespective of HLA status, randomized 1:1 to treatment with darovasertib combined with crizotinib for 12-months or observation. The primary endpoint is superiority by relapse-free survival.

In August 2025, we entered into an exclusive license agreement with Servier, for the development and commercialization of darovasertib outside of the United States. We received an upfront payment of $210.0 million and are eligible to receive up to $320.0 million in milestone payments, clinical trial cost sharing and clinical trial cost reimbursement, as well as double-digit royalties on net sales in all territories outside of the United States

 

Neoadjuvant UM. We are also evaluating darovasertib as a monotherapy in the neoadjuvant setting of primary UM, where the goal of treatment is to prevent enucleation (surgical eye removal), preserve vision prior to and post-plaque brachytherapy and potentially delay or prevent progression to metastatic disease. Enrollment and site activation is continuing in our randomized Phase 3 trial of neoadjuvant darovasertib (OptimUM-10), which will include approximately 450 patients across plaque brachytherapy-eligible and enucleation-eligible cohorts. We expect to reach full enrollment in the trial by the end of 2027. We are also conducting a Phase 2 trial of neoadjuvant darovasertib (OptimUM-09) and are targeting to provide a clinical data update from this trial at a medical conference in the second half of 2026.

 

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 and to provide a clinical data update on this program in the second half of 2026. We are currently conducting a global Phase 1/2 trial of IDE849 in SCLC and NEC with the goal of providing a clinical update and initiating a monotherapy registrational trial by the end of 2026.

IDE034 is a potential first-in-class, B7H3/PTK7 bispecific TOP1 ADC. We initiated 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. Dosing of the first patient with IDE034 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 initiated 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. We may also evaluate clinical combinations of IDE161 with IDE034 (B7H3/PTK7) and potentially other TOP1 ADCs in collaboration with third parties.

IDE705 is a potential first-in-class, oral small molecule inhibitor of the helicase domain of Pol Theta that had been in a Phase 1 combination trial with niraparib, GSK’s small molecule inhibitor of PARP, in patients with BRCA+ or other HRD-positive tumors. In December 2025, GSK notified us of its intention to terminate the GSK Collaboration Agreement, which became effective on March 9, 2026. We plan to discontinue development of IDE705 and are currently evaluating strategic options for this asset.

 

MTAP Pathway

 

IDE397 is a potential first-in-class, oral small molecule inhibitor of methionine adenosyltransferase 2a (MAT2A), which we are developing for patients with solid tumors with methylthioadenosine phosphorylase (MTAP) gene deletion. In March 2026, we made the strategic decision to prioritize our proprietary MTAP-deleted pipeline, including IDE397 and IDE892, and the advancement of our CDKN2A-deficiency program and deprioritize our clinical activity with Gilead evaluating the combination of IDE397 and Trodelvy. Based on

28


 

preliminary data from these trials supporting the mechanistic rationale of the combination in MTAP-deleted cancers, we may evaluate additional combinations between IDE397 and other TOP1 payload ADCs, including IDE034, our B7H3/PTK7 bispecific TOP1 ADC.

IDE892 is a potential first-in-class, oral small molecule MTA-cooperative inhibitor of PRMT5 being developed for patients with high priority MTAP-deleted solid tumors, including non-small cell lung cancer (NSCLC) and pancreatic ductal adenocarcinoma (PDAC). We initiated a Phase 1 dose escalation trial with IDE892 in MTAP-deleted NSCLC and PDAC in the first quarter of 2026 and, pending completion, will target to initiate a Phase 1 combination cohort with IDE397 in MTAP-deleted cancers in mid-2026 with expansion in the second half of 2026.

 

Next Generation Therapies

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 initiated a Phase 1 dose escalation trial in patients with breast, lung, prostate and colorectal cancers in the first quarter of 2026.

IDE275 is a potential first-in-class, oral small molecule inhibitor of the helicase domain of the Werner protein, a RecQ enzyme involved in the maintenance of genome integrity. In December 2025, GSK notified us of its intention to terminate the GSK Collaboration Agreement, which became effective on March 9, 2026. We plan to discontinue development of IDE275 and are currently evaluating strategic options for this asset.

Corporate Update

 

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 from GSK and the upfront payment received from Servier. As of March 31, 2026, we had cash, cash equivalents and marketable securities of approximately $972.9 million, 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.

 

Our net losses were $98.5 million and $72.2 million for the three months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $835.1 million.

Our ability to generate product revenue will depend on the successful development, regulatory approval and eventual commercialization of one or more of our product candidates, by ourselves or, for some programs, in collaboration with our strategic partners.

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of our product candidates.

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 May 5, 2026.

These funds will support our efforts through potential achievement of multiple preclinical and clinical milestones across multiple programs.

29


 

Components of Operating Results

Collaboration Revenues

To date, we have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales unless and until we are able to obtain regulatory approval and commercialize one of our product candidates in the future. Our revenue consists exclusively of collaboration revenue under the Servier License Agreement, including amounts that are recognized related to previously received upfront payments, development and regulatory milestone payments and amounts due and payable to us for research and development services.

 

When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract asset or contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Contract assets are recorded when revenue has been recognized for services performed that are not yet billable to a customer.

 

In August 2025, we entered into the Servier License Agreement for development and commercial rights to darovasertib in all countries worldwide except for the United States. We recognized revenue related to the D&C license performance obligation at a point in time upon execution of the contract. We recognize revenue related to amounts allocated to research and development services over time, as the underlying services are performed over the period through the completion of program development activities. The timing of revenue recognition, billings, and cash collections results in accounts receivable, contract assets, and contract liabilities on the balance sheets. We will also recognize revenue from regulatory milestones as they are achieved. Future net product sales may also result in royalty payments.

 

Operating Expenses

 

Research and Development Expenses

 

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.

We have entered into various agreements with CMOs and CROs. Our research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on our balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, we will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered.

Costs of certain activities, such as preclinical studies, are generally recognized based on an evaluation of the progress to completion of specific tasks. Nonrefundable payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses and other current assets on our balance sheet. The capitalized amounts are recognized as expense as the goods are delivered or the related services are performed.

We do not allocate our internal costs by product candidate, including internal costs, such as payroll and other personnel expenses, laboratory supplies and allocated overhead. With respect to internal costs, several of our departments support multiple product candidate research and development programs, and therefore the costs cannot be allocated to a particular product candidate or development program. The following table summarizes our external clinical development expenses by program:

30


 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

March 31, 2025

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,332

 

$

23,018

 

IDE397

 

 

3,515

 

 

3,741

 

IDE161

 

 

1,607

 

 

2,448

 

IDE849

 

 

4,765

 

 

423

 

IDE892

 

 

2,180

 

 

860

 

IDE034

 

 

6,808

 

 

38

 

IDE574

 

 

3,052

 

 

643

 

Personnel related and stock-based compensation

 

 

20,072

 

 

15,814

 

Other research and development expenses(2)

 

 

30,395

 

 

23,901

 

Total research and development expenses

 

$

95,726

 

$

70,886

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

December 31, 2025

 

External clinical development expenses(1):

 

 

 

 

 

Darovasertib

 

$

23,332

 

$

23,254

 

IDE397

 

 

3,515

 

 

3,432

 

IDE161

 

 

1,607

 

 

1,791

 

IDE849

 

 

4,765

 

 

6,908

 

IDE892

 

 

2,180

 

 

2,269

 

IDE034

 

 

6,808

 

 

837

 

IDE574

 

 

3,052

 

 

1,433

 

Personnel related and stock-based compensation

 

 

20,072

 

 

16,988

 

Other research and development expenses(2)

 

 

30,395

 

 

29,687

 

Total research and development expenses

 

$

95,726

 

$

86,599

 

 

(1)
External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services provided by external consultants, CMOs and CROs.
(2)
Other research and development expenses include manufacturing and clinical trial costs for preclinical and earlier clinical stage programs. These expenses are primarily for services provided by external consultants, CMOs and CROs.

 

We are focusing substantially all of our resources on the development of our product candidates. We expect our research and development expenses to increase substantially during the next few years, as we seek to initiate and/or advance clinical trials for our product candidates, complete our clinical program, pursue regulatory approval of our product candidates and prepare for a possible commercial launch. Predicting the timing or the cost to complete our clinical program or validation of our commercial manufacturing and supply processes is difficult and delays may occur because of many factors, including factors outside of our control. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development. Furthermore, we are unable to predict when or if our product candidates will receive regulatory approval with any certainty.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expense, professional fees for legal, patent, consulting, accounting and tax services, allocated overhead, including rent, equipment, depreciation, information technology costs and utilities, and other general operating expenses not otherwise classified as research and development expenses.

We anticipate that our general and administrative expenses will increase, as a result of increased personnel costs, including salaries, benefits and stock-based compensation expense, patent costs for our product candidates, expanded infrastructure and higher consulting, legal and accounting services associated with maintaining

31


 

compliance with our Nasdaq stock exchange listing and requirements of the SEC, investor relations costs and director and officer insurance policy premiums associated with being a public company.

Other Income

Interest Income and Other Income, Net

Interest income and other income, net consists primarily of interest income earned on our cash, cash equivalents and marketable securities.

Results of Operations

 

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

 

Comparison of Three Months Ended March 31, 2026 and March 31, 2025

The following table summarizes our results of operations for the periods indicated (in thousands):

 

 

 

Three Months Ended

 

 

 

 

 

 

 

March 31, 2026

 

March 31, 2025

 

Change

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

Collaboration revenue

 

$

6,560

 

$

 

$

6,560

 

 

100

%

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

95,726

 

 

70,886

 

 

24,840

 

 

35

%

General and administrative

 

 

19,378

 

 

13,503

 

 

5,875

 

 

44

%

Loss from operations

 

 

(108,544

)

 

(84,389

)

 

(24,155

)

 

(29

%)

Interest income and other income, net

 

 

10,005

 

 

12,211

 

 

(2,206

)

 

(18

%)

Net loss

 

$

(98,539

)

$

(72,178

)

$

(26,361

)

 

(37

%)

 

Collaboration Revenue

 

Collaboration Revenue was $6.6 million for 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 services performance obligations over time, as the underlying services are performed over the period through the completion of program development activities.

 

Research and Development Expenses

Research and development expenses increased by $24.8 million, or 35%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increases of $19.5 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, $4.3 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

General and administrative expenses increased by $5.9 million, or 44%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in general and administrative expenses was

32


 

primarily due to increases of $2.9 million in personnel-related expenses, including salaries, benefits and stock-based compensation and $3.0 million in consulting services related to company growth.

Interest Income and Other Income, Net

Interest income decreased by $2.2 million, or 18%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to lower interest rates and lower investment balances.

 

 

Comparison of Three Months Ended March 31, 2026 and December 31, 2025

The following table summarizes our results of operations for the periods indicated (in thousands):

 

 

Three Months Ended

 

 

 

 

 

 

 

March 31, 2026

 

December 31, 2025

 

Change

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

Collaboration revenue

 

$

6,560

 

$

10,876

 

$

(4,316

)

 

(40

%)

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

95,726

 

 

86,599

 

 

9,127

 

 

11

%

General and administrative

 

 

19,378

 

 

18,847

 

 

531

 

 

3

%

Loss from operations

 

 

(108,544

)

 

(94,570

)

 

(13,974

)

 

(15

%)

Interest income and other income, net

 

 

10,005

 

 

11,297

 

 

(1,292

)

 

(11

%)

Net loss

 

$

(98,539

)

$

(83,273

)

$

(15,266

)

 

(18

%)

 

Collaboration Revenue

 

Collaboration Revenue decreased by $4.3 million, or 40%, during the three months ended March 31, 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 service performance obligations over time, as the underlying services are performed over the period through the completion of program development activities.

 

Research and Development Expenses

 

Research and development expenses increased by $9.1 million, or 11%, during the three months ended March 31, 2026 compared to the three months ended December 31, 2025 primarily due to $6.0 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 and $3.1 million in personnel-related expenses, including salaries, benefits and stock-based compensation, to support our growth.

 

General and Administrative Expenses

 

General and administrative expenses increased by $0.5 million, or 3%, during the three months ended March 31, 2026 compared to the three months ended December 31, 2025 primarily due to increases of $1.3 million in personnel-related expenses, including salaries, benefits and stock-based compensation, partially offset by a decrease of $0.8 million in consulting fees.

 

Interest Income and Other Income, Net

 

Interest income decreased by $1.3 million, or 11%, during the three months ended March 31, 2026 compared to the three months ended December 31, 2025, primarily due to lower interest rates and lower investment balances.

 

33


 

 

Liquidity and Capital Resources; Plan of Operations

Sources of Liquidity

We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK and the upfront payment received from Servier. As of March 31, 2026, we had cash, cash equivalents and marketable securities of approximately $972.9 million, consisting primarily of money market funds, U.S. government securities, commercial paper, and corporate bonds.

On January 19, 2024, we entered into a new Open Market Sales Agreement, or the January 2024 Sales Agreement, with Jefferies LLC, or Jefferies, relating to an at-the-market offering program under which we may offer and sell, from time to time at our sole discretion, shares of common stock, par value $0.0001 per share, or common stock, having aggregate gross proceeds of up to $350.0 million through Jefferies as sales agent.

 

During the year ended December 31, 2025, we sold an aggregate of 984,000 shares of our common stock for aggregate net proceeds of $25.0 million at a weighted average sales price of approximately $26.00 per share under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent.

 

During the three months ended March 31, 2026, we sold no shares of common stock under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent.

 

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

 

We may cancel our at-the-market program at any time upon written notice, pursuant to its terms.

Material Cash Requirements

We have primarily incurred net losses since our inception. For the three months ended March 31, 2026 and March 31, 2025, we had net losses of $98.5 million and $72.2 million, respectively, and we expect to incur substantial additional losses in future periods. As of March 31, 2026, we had an accumulated deficit of $835.1 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.

 

To date, we have not generated any product revenue. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if, it will occur. We expect to continue to incur significant losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for our product candidates, and begin to commercialize any approved products. We are subject to all of 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. Moreover, we expect to incur additional costs associated with operating as a public company.

 

We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future. We may seek to raise capital through private or public equity or debt financings, collaboration or other arrangements with corporate sources, or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategies. We anticipate that we will need to raise substantial additional capital, the requirements for which will depend on many factors, including:

the scope, timing, rate of progress and costs of our drug discovery, preclinical development activities, laboratory testing and clinical trials for our product candidates;
the number and scope of clinical programs we decide to pursue;
the scope and costs of manufacturing development and commercial manufacturing activities;
the extent to which we acquire or in-license other product candidates and technologies;

34


 

the cost, timing and outcome of regulatory review of our product candidates;
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;
our ability to establish and maintain collaborations on favorable terms, if at all;
our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our product candidates;
the costs associated with being a public company; and
the cost and timing associated with commercializing our product candidates if they receive marketing approval.

 

A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions.

 

Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. We may also be required to sell or license to others rights to our product candidates in certain territories or indications that we would prefer to develop and commercialize ourselves.

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.

 

For more information, see Notes 5. Operating Leases, 6. Commitments and Contingencies, 7. Income Taxes and 10. Significant Agreements, each in the unaudited interim condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

 

See the section of this Quarterly Report on Form 10-Q titled “Part I, Item 1A. – Risk Factors” for additional risks associated with our substantial capital requirements.

 

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

 

Summary Statement of Cash Flows

The following table sets forth the primary sources and uses of cash, cash equivalents, and restricted cash for each of the periods presented below (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

2025

 

Net cash provided by (used in):

 

 

 

 

 

Operating activities

 

$

(75,170

)

$

(60,342

)

Investing activities

 

 

118,952

 

 

79,817

 

Financing activities

 

 

1,181

 

 

26,143

 

Net increase in cash, cash equivalents and restricted cash

 

$

44,963

 

$

45,618

 

 

35


 

Cash Flows from Operating Activities

 

Net cash used in operating activities was $75.2 million for the three months ended March 31, 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 million, adjusted for net non-cash charges of $14.5 million and changes in net operating assets and liabilities of $8.9 million. Our non-cash charges consisted of $14.5 million in stock-based compensation, $0.7 million in depreciation and $0.5 million of the amortization of right of use assets, partially offset by $1.2 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consisted primarily of cash inflows resulting from a $0.7 million increase in lease liabilities, $3.1 million increase in accounts payable, $3.0 million decrease in prepaid expenses and other assets and $2.7 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 million increase in contract assets related to the Servier License Agreement.

 

Net cash used in operating activities was $60.3 million for the three months ended March 31, 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 million, adjusted for net non-cash charges of $7.6 million and changes in net operating assets and liabilities of $4.2 million. Our non-cash charges consisted of $10.2 million in stock-based compensation, $0.6 million in depreciation and $0.5 million of the amortization of right of use assets, partially offset by $3.8 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consisted primarily due to cash inflows from $2.7 million in accounts payable, $2.9 million accrued and other liabilities in support of research and manufacturing activities and $0.6 million in lease liabilities, partially offset by outflows of $2.0 million in prepaid and other assets.

 

Cash Flows from Investing Activities

 

Net cash provided by investing activities was $119.0 million for the three months ended March 31, 2026, which consisted primarily of $42.6 million used to purchase marketable securities and $1.0 million used to purchase property and equipment, partially offset by $162.5 million provided by maturities of marketable securities.

 

Net cash provided by investing activities was $79.8 million for the three months ended March 31, 2025, which consisted primarily of $105.2 million used to purchase marketable securities and $1.3 million used to purchase property and equipment, offset by $186.4 million provided by maturities of marketable securities.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities was $1.2 million for the three months ended March 31, 2026, which consisted primarily of $1.2 million in proceeds from exercise of common stock options, offset by costs related to the at-the-market offering program.

 

Net cash provided by financing activities was $26.1 million for the three months ended March 31, 2025, which consisted primarily of $25.0 million in net proceeds from at-the-market offerings and $1.1 million in proceeds from exercise of common stock options.

 

Critical Accounting Policies

 

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenue recognized and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

36


 

 

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 three months ended March 31, 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.

37


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

 

The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates or exchange rates. As of March 31, 2026, we had cash, cash equivalents and marketable securities of approximately $972.9 million, consisting of bank deposits, interest-bearing money market funds, investments in U.S. government securities, commercial paper and corporate bonds, for which the fair value would be affected by changes in the general level of U.S. interest rates. Even if the fair value of certain government securities, commercial paper, and corporate bonds is affected by changes in U.S. interest rates, the principal of such instruments will be due to us upon maturity.

 

The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk. Because our investments are primarily short-term in duration and our holdings in U.S. Treasury securities mature prior to our expected need for liquidity, we believe that our exposure to interest rate risk is not significant.

 

While we have seen higher inflation in the past few years, we do not believe that inflation or exchange rate fluctuations have had a significant impact on our results of operations for any periods presented herein.

 

Item 4. Controls and Procedures.

 

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management necessarily applies its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

38


 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

 

Item 1A. Risk Factors.

 

In addition to other information contained elsewhere in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on February 17, 2026, or our Annual Report, which could materially affect our business, financial condition, or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report.

 

39


 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Unregistered Sales of Equity Securities

None.

Use of Proceeds from the Sale of Registered Securities

Not applicable.

Issuer Purchases of Equity Securities

None.

 

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

 

Trading Plans


During the three months ended March 31, 2026
, no Section 16 officers or directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities.

 

40


 

Exhibit Index

Item 6. Exhibits.

 

Exhibit

Number

 

Exhibit Description

 

Incorporated by Reference

 

Filed

Herewith

 

 

 

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

  3.1

 

Amended and Restated Certificate of Incorporation.

 

8-K

 

5/28/2019

 

3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  3.2

 

Amended and Restated Bylaws.

 

8-K

 

5/28/2019

 

3.2

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.1

 

Reference is made to Exhibits 3.1 through 3.2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.2

 

Form of Common Stock Certificate.

 

S-1/A

 

5/13/2019

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.3

 

Description of Common Stock.

 

10-K

 

2/18/2025

 

4.3

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.4

 

Form of April 2023 Pre-funded Warrant.

 

8-K

 

4/27/2023

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.5

 

Form of October 2023 Pre-funded Warrant.

 

8-K

 

 10/27/2023

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  4.6

 

Form of July 2024 Pre-funded Warrant.

 

8-K

 

7/11/2024

 

4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.1#

 

Employment Agreement by and between IDEAYA Biosciences, Inc. and Theodora Ross.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  10.2#

 

Employment Agreement by and between IDEAYA Biosciences, Inc. and Douglas Snyder.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  10.3†

 

Second Amendment to Lease Agreement by and between DW LSP 5000 Shoreline, LLC and IDEAYA Biosciences, Inc. dated as of March 20, 2026

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

  31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  31.2

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

  32.1*

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

 

 

 

 

 

X

† Portions of this exhibit have been omitted pursuant to Regulation S-K, Item 601(b)(10) or certain schedules and

41


 

attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). Such omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

* The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of IDEAYA Biosciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

42


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

IDEAYA Biosciences, Inc.

 

 

 

 

 

Date: May 5, 2026

 

By:

 

/s/ Yujiro Hata

 

 

 

 

Yujiro Hata

 

 

 

 

President and Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Date: May 5, 2026

 

By:

 

/s/ Joshua Bleharski, Ph.D.

 

 

 

 

Joshua Bleharski, Ph.D.

 

 

 

 

Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

43



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