v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

Operating Leases

As of June 30, 2026, the Company leases office and laboratory facilities under operating leases, which expire at various dates through 2027. The Company has $0.7 million in letters of credit outstanding as security on certain of these leases. As part of its adoption of ASC 842, the Company recorded operating ROU assets and operating lease liabilities for these leases as of January 1, 2022. The Company elected the short-term lease recognition exemption for operating leases with an initial term of less than 12 months and therefore did not recognize the lease on the Company’s balance sheet. Rent expense was recognized on a straight-line basis over the lease term. Short-term lease expense for the six months ended June 30, 2026 and 2025 was $0.1 million and immaterial, respectively.

Finance Leases

The Company previously leased research equipment and furniture under finance leases, which were disposed of or reached the end of their terms during the six months ended June 30, 2026.

The following table contains a summary of the lease costs recognized under ASC 842 pertaining to the Company’s finance and operating leases for the six months ended June 30, 2026 (in thousands):

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Lease cost:

 

 

 

 

 

 

Amortization of finance ROU assets

 

$

1

 

 

$

9

 

Interest on finance lease liabilities

 

 

1

 

 

 

23

 

Operating lease cost

 

 

806

 

 

 

866

 

Variable lease cost

 

 

439

 

 

 

428

 

Total lease costs

 

$

1,247

 

 

$

1,326

 

During the six months ended June 30, 2025, the Company disposed of research equipment classified as a ROU asset under a lease agreement. The ROU asset was sold, resulting in a loss of $43 thousand, which is included in the other income (expense) line in the condensed consolidated statements of operations and comprehensive loss for the period.

The following table contains a summary of other information pertaining to the Company’s finance and operating leases for the three and six months ended June 30, 2026 and 2025 (in thousands, except lease term and discount rate):

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Other lease information:

 

 

 

 

 

 

Operating cash outflows for operating leases

 

$

873

 

 

$

897

 

Operating cash outflows for finance leases

 

$

1

 

 

$

23

 

Financing cash outflows from finance leases

 

$

80

 

 

$

525

 

 

 

 

 

 

 

 

Weighted-average remaining lease term:

 

 

 

 

 

 

Operating leases

 

0.4 years

 

 

1.4 years

 

Financing leases

 

-- years

 

 

0.7 years

 

 

 

 

 

 

 

 

Weighted-average discount rate:

 

 

 

 

 

 

Operating leases

 

7.6%

 

 

7.6%

 

Financing leases

 

--%

 

 

10.0%

 


The following table presents the maturity of the Company’s operating and finance lease liabilities as of June 30, 2026 (in thousands):
 

 

 

Operating

 

 

Financing

 

2026 (Remainder of 2026)

 

$

540

 

 

$

 

2027

 

 

59

 

 

 

 

Total future minimum lease payments

 

 

599

 

 

 

 

Less: imputed interest

 

 

7

 

 

 

 

Total lease liabilities

 

$

592

 

 

$

 

License Agreements

In connection with the Acquisition, the Company assumed the following licensing agreements, each originally entered into by Faeth, to obtain the right to make, use, and sell licensed products currently in development.

Cornell University

In June 2020, Faeth entered into a license agreement (the “Cornell Agreement”) with Cornell University (“Cornell”), pursuant to which Faeth was granted an exclusive, sublicensable, royalty-bearing license to develop and commercialize products using the licensed combination therapy for PI3K associated diseases and disorders. In connection with the Acquisition, the Company assumed all of Faeth's rights and obligations under the Cornell Agreement. As consideration for the Cornell Agreement, the Company agreed to pay annual license fees of $0.1 million on the anniversary of the agreement. The license fees are recorded as research and development expense in the statements of operations and comprehensive loss as the acquired license represents in-process research and development with no alternative future use. Under the Cornell Agreement, the Company is required to pay up to an aggregate of $6.2 million upon the achievement of certain development and commercial milestones. The Company is also required to pay royalties to Cornell in the low to mid single digit percentage range based on net sales of licensed products. The development milestone payment will be recorded when the milestone is achieved, and the commercial milestone payment and royalties will be recorded when the sales

occur. During the six months ended June 30, 2026, payments of $0.1 million were made for annual fees. As of June 30, 2026, no milestones were achieved.

Cancer Research Technology Limited (CRT)

In June 2020, Faeth entered into a license agreement (the “CRT Agreement”) with Cancer Research Technology Limited (“CRT”), who is wholly owned by Cancer Research UK, pursuant to which Faeth was granted an exclusive, sublicensable, royalty-bearing license to develop and commercialize Non-Essential Amino Acid Restriction (“NEAAR”, formerly FTH-002), or other products with dietary modulation of amino acids. In connection with the Acquisition, the Company assumed all of Faeth's rights and obligations under the CRT Agreement. As consideration for the CRT Agreement, the Company paid an upfront fee of £0.1 million in 2020 which was recorded as research and development expense in the statements of operations and comprehensive loss as the acquired license represents in-process research and development with no alternative future use. Under the CRT Agreement, the Company is required to pay up to an aggregate of £7.9 million related to the achievement of certain development and commercial milestones and up to an aggregate of £18.1 million related to the achievement of certain partnership milestones. In addition, the Company is required to pay royalties to CRT in the low to mid single-digit percentage range based on net sales of licensed products and sublicense royalty fees in the low double-digit percentage range for any revenue derived from sublicensing. The development milestone payment will be recorded when the milestone is achieved, and the commercial milestone payment, royalties, and sublicense revenues will be recorded when the sales occur. As of June 30, 2026, no milestones have been achieved.

Ravenna Pharmaceuticals (Takeda)

In February 2021, Faeth entered into an agreement with Ravenna Pharmaceuticals, Inc. (the “Ravenna Agreement”), pursuant to which Faeth was granted intellectual property and existing data and agreements to develop and commercialize serabelisib (formerly FTH-001) and sapanisertib (formerly FTH-003) in exchange for an upfront fee of $0.5 million. In connection with the Acquisition, the Company assumed all of Faeth's rights and obligations under the Ravenna Agreement. The upfront payment was recorded as research and development expense in the statements of operations and comprehensive loss because the acquired assets represented in-process research and development with no alternative future use.

As part of the Ravenna Agreement, the Company assumed a license agreement with Takeda that was originally entered into in March 2019 between Takeda Pharmaceutical Company Limited and Petra Pharma Corporation, which was subsequently assigned to Ravenna Pharmaceuticals, Inc. (the “Takeda Agreement”) pursuant to which the Company is required to pay up to an aggregate of $124.0 million related to the achievement of certain development and commercial milestones. The Company is also required to pay royalties to Takeda in the low to mid-single-digit percentage range based on net sales of licensed products. The development milestone payment will be recorded when the milestone is achieved, and the commercial milestone payment, royalties, and sublicense revenues will be recorded when the sales occur. As of June 30, 2026, no milestones have been achieved.

As additional consideration under the Takeda Agreement, the Company was required to issue up to $15.0 million in equity to Takeda upon the first dosing in a Phase 3 clinical trial. In January 2026, this provision was renegotiated and removed in its entirety.

Calithera Biosciences (Millennium Takeda)

In May 2023, Faeth entered into a purchase agreement (the “Calithera Agreement”) with Calithera Biosciences (“Calithera”) under which Faeth was granted intellectual property and existing data and agreements to develop and commercialize serabelisib and sapanisertib. In connection with the Acquisition, the Company assumed all of Faeth's rights and obligations under the Calithera Agreement. As consideration for the Calithera Agreement, the Company paid an upfront fee of $0.4 million. The payments were recorded as research and development expense in the statements of operations and comprehensive loss because the acquired assets represented in-process research and development with no alternative future use.

As part of the Calithera Agreement, the Company assumed existing license agreements with the Regents of the University of California (the “University of California Agreement”) and Millennium Pharmaceuticals (the “Millennium Agreement”). Under the University of California Agreement, the Company is required to pay up to an aggregate of $1.0 million per licensed product related to the achievement of certain development and commercial milestones, of which $0.8 million remains unpaid as of June 30, 2026. The Company is also required to pay tiered low single-digit royalties based on net sales of licensed products and a low double-digit percentage based on sublicense income if the Company sublicenses the rights granted under the University of California Agreement. Under the Millennium Agreement, the Company is required to pay up to an aggregate of $119.0 million in development, regulatory and commercial launch milestone payments and up to an aggregate of $250.0 million in sales milestone payments. The Company is also required to pay tiered single-digit royalties based on annual net sales of licensed products. Under both agreements, the

development milestone payment will be recorded when the milestone is achieved, and the commercial milestone payment and royalties will be recorded when the sales occur. As of June 30, 2026, no milestones have been achieved under either agreement.

Litigation

The Company records estimated losses from loss contingencies, such as a loss arising from litigation, when it determines that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Litigation is subject to many factors that are difficult to predict so that there can be no assurance, in the event of a material unfavorable result in one or more claims, the Company will not incur material costs.