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10-Q – 2025-08-06 – rvmd-20250630.htm

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10-Q

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iso4217:USD

 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025
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: 001-39219
 
Revolution Medicines, Inc.
(Exact name of registrant as specified in its charter)
 
 

Delaware

47-2029180

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

700 Saginaw Drive
Redwood City , CA

94063

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: ( 650 ) 481-6801
 
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

 

RVMD

 

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Warrants to purchase 0.1112 shares of common stock expiring 2026

 

RVMDW

 

The Nasdaq Stock Market LLC
(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 August 1, 2025, the registrant had 186,933,190 shares of common stock, $0.0001 par value per share, outstanding (excluding 2,173,917 shares underlying pre-funded warrants).
 
 

 

 

Table of Contents
 

Page

Special Note Regarding Forward Looking Statements

ii

PART I.

FINANCIAL INFORMATION

1

Item 1.

Financial Statements (unaudited)

1

Condensed Consolidated Balance Sheets

1

Condensed Consolidated Statements of Operations and Comprehensive Loss

2

 

Condensed Consolidated Statements of Stockholders’ Equit y

3

Condensed Consolidated Statements of Cash Flows

5

Notes to Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

29

Item 4.

Controls and Procedures

29

 

 

 

PART II.

OTHER INFORMATION

30

Item 1.

Legal Proceedings

30

Item 1A.

Risk Factors

30

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

78

Item 3.

Defaults Upon Senior Securities

78

Item 4.

Mine Safety Disclosures

78

Item 5.

Other Information

79

Item 6.

Exhibits

80

 

Signatures

81

 

i

 

SPECIAL NOTE REG ARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and 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 terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:
• the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical studies and clinical trials;

• the scope, progress, results and costs related to the research and development of our pipeline;

• the timing of and costs involved in obtaining and maintaining regulatory approval for any of current or future product candidates, 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 our product candidates and any future product candidates, if approved for commercial use;

• our ability to maintain and establish new collaborations, licensing or other arrangements and the financial terms of any such agreements;

• our commercialization, marketing and manufacturing capabilities and expectations;

• the rate and degree of market acceptance of our product candidates, as well as 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, including additional indications for which 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 term of patent protection;

• our expectations regarding our ability to obtain, maintain, enforce and defend our intellectual property protection for our product candidates;

• estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;

• developments and projections relating to our competitors and our industry, including competing therapies and procedures;

• regulatory and legal developments in the United States and foreign countries;

• the performance of our third-party suppliers and manufacturers;

• our ability to attract and retain key scientific or management personnel; and

• other risks and uncertainties, including those listed under the caption “Risk Factors.”

ii

 

We have based these forward-looking statements largely on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. 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 in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, 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 be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (ir.revmed.com), Securities and Exchange Commission (SEC) filings, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with our members and public about our company, our products and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.
 

iii

 

PART I—FINANCI AL INFORMATION
Item 1. Financi al Statements.
REVOLUTION MEDICINES, INC.
CONDENSED CONSOLIDATED B ALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

402,438

 

 

$

543,064

 

Marketable securities

 

 

1,734,733

 

 

 

1,746,235

 

Prepaid expenses and other current assets

 

 

39,268

 

 

 

38,333

 

Total current assets

 

 

2,176,439

 

 

 

2,327,632

 

Property and equipment, net

 

 

33,049

 

 

 

24,289

 

Operating lease right-of-use asset

 

 

114,000

 

 

 

117,534

 

Intangible assets, net

 

 

56,136

 

 

 

56,670

 

Goodwill

 

 

14,608

 

 

 

14,608

 

Restricted cash

 

 

3,916

 

 

 

3,698

 

Other noncurrent assets

 

 

31,420

 

 

 

13,870

 

Total assets

 

$

2,429,568

 

 

$

2,558,301

 

Liabilities and stockholdersʼ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

56,761

 

 

$

54,427

 

Accrued expenses and other current liabilities

 

 

114,685

 

 

 

96,615

 

Operating lease liability, current

 

 

13,088

 

 

 

12,872

 

Total current liabilities

 

 

184,534

 

 

 

163,914

 

Deferred tax liability

 

 

2,353

 

 

 

2,353

 

Operating lease liability, noncurrent

 

 

119,699

 

 

 

122,971

 

Liability related to the sale of future royalties

 

 

245,081

 

 

 

—

 

Warrant liability

 

 

5,328

 

 

 

3,189

 

Other noncurrent liabilities

 

 

7,204

 

 

 

670

 

Total liabilities

 

 

564,199

 

 

 

293,097

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

Stockholdersʼ equity:

 

 

 

 

 

 

Preferred stock, $ 0.0001  par value; 10,000,000  shares authorized at June 30, 2025 and December 31, 2024, respectively; none  issued and outstanding at June 30, 2025 and December 31, 2024, respectively

 

 

—

 

 

 

—

 

Common stock, $ 0.0001  par value; 300,000,000  shares authorized as of June 30, 2025 and December 31, 2024, respectively; 186,901,268  and 185,896,625  shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

 

18

 

 

 

18

 

Additional paid-in capital

 

 

4,063,053

 

 

 

4,001,666

 

Accumulated other comprehensive income

 

 

1,302

 

 

 

1,321

 

Accumulated deficit

 

 

( 2,199,004

)

 

 

( 1,737,801

)

Total stockholdersʼ equity

 

 

1,865,369

 

 

 

2,265,204

 

Total liabilities and stockholdersʼ equity

 

$

2,429,568

 

 

$

2,558,301

 

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

1

 

REVOLUTION MEDICINES, INC.
CONDENSED CONSOLIDATED STATEM ENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)
(unaudited)
 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

224,134

 

 

$

134,932

 

 

$

429,883

 

 

$

252,953

 

General and administrative

 

 

40,580

 

 

 

21,711

 

 

 

75,591

 

 

 

44,549

 

Total operating expenses

 

 

264,714

 

 

 

156,643

 

 

 

505,474

 

 

 

297,502

 

Loss from operations

 

 

( 264,714

)

 

 

( 156,643

)

 

 

( 505,474

)

 

 

( 297,502

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

22,404

 

 

 

21,487

 

 

 

47,319

 

 

 

45,247

 

Interest and other income (expense), net

 

 

( 899

)

 

 

16

 

 

 

( 909

)

 

 

( 2,793

)

Change in fair value of warrant liabilities and contingent earn-out shares

 

 

( 4,578

)

 

 

1,907

 

 

 

( 2,139

)

 

 

5,812

 

Total other income, net

 

 

16,927

 

 

 

23,410

 

 

 

44,271

 

 

 

48,266

 

Loss before income taxes

 

 

( 247,787

)

 

 

( 133,233

)

 

 

( 461,203

)

 

 

( 249,236

)

Net loss

 

$

( 247,787

)

 

$

( 133,233

)

 

$

( 461,203

)

 

$

( 249,236

)

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

 

$

( 1.31

)

 

$

( 0.81

)

 

$

( 2.45

)

 

$

( 1.51

)

Weighted-average common shares used to compute net loss per share, basic and diluted

 

 

188,583,288

 

 

 

165,141,936

 

 

 

188,365,805

 

 

 

164,935,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

( 247,787

)

 

$

( 133,233

)

 

$

( 461,203

)

 

$

( 249,236

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

  Unrealized loss on investments, net

 

 

( 405

)

 

 

( 665

)

 

 

( 19

)

 

 

( 2,407

)

Comprehensive loss

 

$

( 248,192

)

 

$

( 133,898

)

 

$

( 461,222

)

 

$

( 251,643

)

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

2

 

REVOLUTION MEDICINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Stockholdersʼ

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income/ (Loss)

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2024

 

 

185,896,625

 

 

$

18

 

 

$

4,001,666

 

 

$

1,321

 

 

$

( 1,737,801

)

 

$

2,265,204

 

Issuance of common stock pursuant to stock option exercises

 

 

90,043

 

 

 

—

 

 

 

891

 

 

 

—

 

 

 

—

 

 

 

891

 

Issuance of common stock related to vesting of restricted stock units

 

 

271,536

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercise of warrants

 

 

2

 

 

 

—

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

1

 

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

25,084

 

 

 

—

 

 

 

—

 

 

 

25,084

 

Net unrealized gain on marketable securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

386

 

 

 

—

 

 

 

386

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 213,416

)

 

 

( 213,416

)

Balance at March 31, 2025

 

 

186,258,206

 

 

 

18

 

 

 

4,027,642

 

 

 

1,707

 

 

 

( 1,951,217

)

 

 

2,078,150

 

Issuance of common stock pursuant to stock option exercises

 

 

121,103

 

 

 

—

 

 

 

1,937

 

 

 

—

 

 

 

—

 

 

 

1,937

 

Issuance of common stock related to vesting of restricted stock units

 

 

361,975

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Issuance of common stock related to employee stock purchase plan

 

 

159,984

 

 

 

—

 

 

 

4,644

 

 

 

—

 

 

 

—

 

 

 

4,644

 

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

28,830

 

 

 

—

 

 

 

—

 

 

 

28,830

 

Net unrealized loss on marketable securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 405

)

 

 

—

 

 

 

( 405

)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 247,787

)

 

 

( 247,787

)

Balance at June 30, 2025

 

 

186,901,268

 

 

$

18

 

 

$

4,063,053

 

 

$

1,302

 

 

$

( 2,199,004

)

 

$

1,865,369

 

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

3

 

REVOLUTION MEDICINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
 
 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

 

 

 

Total

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Stockholdersʼ

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2023

 

 

 

164,674,594

 

 

$

16

 

 

$

2,963,342

 

 

$

544

 

 

$

( 1,137,708

)

 

$

1,826,194

 

Issuance of common stock pursuant to stock option exercises

 

 

 

73,342

 

 

 

—

 

 

 

810

 

 

 

—

 

 

 

—

 

 

 

810

 

Issuance of common stock related to vesting of restricted stock units

 

 

 

165,078

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Stock-based compensation expense

 

 

 

—

 

 

 

—

 

 

 

16,208

 

 

 

—

 

 

 

—

 

 

 

16,208

 

Net unrealized loss on marketable securities

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 1,742

)

 

 

—

 

 

 

( 1,742

)

Net loss

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 116,003

)

 

 

( 116,003

)

Balance at March 31, 2024

 

 

 

164,913,014

 

 

 

16

 

 

 

2,980,360

 

 

 

( 1,198

)

 

 

( 1,253,711

)

 

 

1,725,467

 

Issuance of common stock pursuant to stock option exercises

 

 

 

238,793

 

 

 

—

 

 

 

4,340

 

 

 

—

 

 

 

—

 

 

 

4,340

 

Issuance of common stock related to vesting of restricted stock units

 

 

 

303,953

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Issuance of common stock related to employee stock purchase plan

 

 

 

190,748

 

 

 

—

 

 

 

3,164

 

 

 

—

 

 

 

—

 

 

 

3,164

 

Stock-based compensation expense

 

 

 

—

 

 

 

—

 

 

 

19,775

 

 

 

—

 

 

 

—

 

 

 

19,775

 

Net unrealized loss on marketable securities

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 665

)

 

 

—

 

 

 

( 665

)

Net loss

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 133,233

)

 

 

( 133,233

)

Balance at June 30, 2024

 

 

 

165,646,508

 

 

$

16

 

 

$

3,007,639

 

 

$

( 1,863

)

 

$

( 1,386,944

)

 

$

1,618,848

 

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

4

 

REVOLUTION MEDICINES, INC.
CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

( 461,203

)

 

$

( 249,236

)

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

 

 

 

 

 

 

     Loss on disposal of fixed assets

 

 

—

 

 

 

116

 

Amortization of intangible assets

 

 

534

 

 

 

534

 

Stock-based compensation expense

 

 

53,914

 

 

 

35,983

 

Depreciation and amortization

 

 

3,450

 

 

 

3,182

 

Change in fair value of warrant liabilities and contingent earn-out shares

 

 

2,139

 

 

 

( 5,812

)

Non-cash interest expense on liability related to sale of future royalties

 

 

866

 

 

 

—

 

Net amortization of premium or discount on marketable securities

 

 

( 17,560

)

 

 

( 26,146

)

Amortization of operating lease right-of-use asset

 

 

3,534

 

 

 

1,844

 

Impairment of assets

 

 

—

 

 

 

2,761

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

—

 

 

 

1,254

 

Prepaid expenses and other current assets

 

 

( 935

)

 

 

( 8,943

)

Accounts payable

 

 

491

 

 

 

( 33,040

)

Accrued expenses and other current liabilities

 

 

12,369

 

 

 

( 6,594

)

Operating lease liability

 

 

( 3,056

)

 

 

( 533

)

Other noncurrent assets

 

 

( 16,508

)

 

 

( 4,002

)

Other noncurrent liabilities

 

 

5,773

 

 

 

( 95

)

Net cash used in operating activities

 

 

( 416,192

)

 

 

( 288,727

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of marketable securities

 

 

( 1,039,327

)

 

 

( 1,076,536

)

Maturities of marketable securities

 

 

1,061,986

 

 

 

942,080

 

Sales of marketable securities

 

 

6,384

 

 

 

—

 

Purchases of property and equipment

 

 

( 10,716

)

 

 

( 5,566

)

Net cash provided by (used in) investing activities

 

 

18,327

 

 

 

( 140,022

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issuance of common stock under equity incentive plans

 

 

2,828

 

 

 

5,150

 

Proceeds from issuance of common stock related to employee stock purchase plan

 

 

4,644

 

 

 

3,164

 

Proceeds from the sale of future royalties

 

 

250,000

 

 

 

—

 

Exercise of warrants

 

 

1

 

 

 

—

 

Deferred offering costs

 

 

( 16

)

 

 

—

 

Net cash provided by financing activities

 

 

257,457

 

 

 

8,314

 

Net decrease in cash, cash equivalents and restricted cash

 

 

( 140,408

)

 

 

( 420,435

)

Cash, cash equivalents and restricted cash - beginning of period

 

 

546,762

 

 

 

699,179

 

Cash, cash equivalents and restricted cash - end of period

 

$

406,354

 

 

$

278,744

 

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets

 

 

 

 

 

 

Cash and cash equivalents

 

 

402,438

 

 

 

275,713

 

Restricted cash

 

 

3,916

 

 

 

3,031

 

Cash, cash equivalents and restricted cash - end of period

 

$

406,354

 

 

$

278,744

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

 

Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities

 

$

2,907

 

 

$

2,762

 

Unpaid issuance costs on the liability related to the sale of future royalties

 

 

5,785

 

 

 

—

 

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

5

 

REVOLUTION MEDICINES, INC.
Notes to Unaudited Condensed Co nsolidated Financial Statements
1. Organization

Revolution Medicines, Inc. (the Company) is a clinical-stage precision oncology company developing novel targeted therapies for RAS-addicted cancers. The Company was founded in October 2014 and is headquartered in Redwood City, California.
Liquidity
The Company has incurred net operating losses in each year since inception. As of June 30, 2025, the Company had an accumulated deficit of $ 2.2 billion . Management believes that its existing cash, cash equivalents and marketable securities will enable the Company to fund its planned operations for at least 12 months following the issuance date of these unaudited condensed consolidated financial statements.

2. Summary of significant accounting policies

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP) and applicable rules of the Securities and Exchange Commission (SEC) regarding interim financial reporting and, in the opinion of management, include all normal and recurring adjustments which are necessary to state fairly the Company’s financial position and results of operations for the reported periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025 (the 2024 Form 10-K). Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The unaudited condensed consolidated financial statements for the periods ended June 30, 2025 and June 30, 2024 include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.
Use of estimates

The preparation of consolidated financial statements in conformity with 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 revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including the fair value of assets acquired and liabilities assumed and related purchase price allocation, revenue recognition, clinical accruals, valuation of in-process research and development and developed technologies, income taxes, useful lives of property and equipment and intangible assets, impairment of goodwill and intangibles, impairment of in-process research and development and developed technologies, the incremental borrowing rate for determining operating lease assets and liabilities, warrant liabilities, stock-based compensation, the liability related to the sale of future royalties including the estimation of future payments and the related non-cash interest expense. Estimates are based on historical experience, complex judgments, facts and circumstances available at the time and various other assumptions that are believed to be reasonable under the circumstances but are inherently uncertain and unpredictable. Actual results could materially differ from the Company’s estimates, and there may be changes to the estimates in future periods .
Concentration of credit risk and other risks and uncertainties
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its bank deposits and issuers of its investments. The Company’s investment policy limits investments to money market funds, certain types of debt securities issued by the U.S. government and its agencies, certificates of deposit, corporate debt and commercial paper, and places restrictions on the credit ratings, maturities and concentration by type and issuer. The Company has not experienced any significant losses on its deposits of cash and cash equivalents or investments.

Liability related to the sale of future royalties
The Company accounts for the revenue participation right purchase and sale agreement with Royalty Pharma Investments 2019 ICAV (Royalty Pharma), pursuant to which Royalty Pharma purchased the right to receive tiered royalty payments with respect to worldwide net product sales of (i) the Company’s RAS(ON) multi-selective inhibitor, daraxonrasib (together with certain potential future products having the same mechanism of action as daraxonrasib, collectively, RMC-6236 Products) and (ii) the Company’s RAS(ON)

6

 

G12D-selective inhibitor, zoldonrasib (together with certain potential future products having the same mechanism of action as zoldonrasib, RMC-9805 Products), if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved, as a debt financing under ASC Topic 470, Debt (“ASC 470”) to be amortized over the estimated life of the royalty term arrangement using the effective interest method. Non-cash interest expense is recognized in the consolidated statements of operations as a component of interest expense.
The liability related to the sale of future royalties and the related interest expense is based on the Company’s current estimates of future royalties. These estimates involve significant judgment and are based on a number of factors, including expected commercial launch timelines, regulatory approval probabilities, and projected net product sales over the term of the purchase and sale agreement. These assumptions are subject to change and are reassessed each reporting period. As none of our compounds have been commercialized, these estimates are highly subjective.
For additional information regarding the Royalty Purchase Agreement (including information regarding the trigger events related to particular tranches and the applicable tiered revenue payments), see “Note 8. Liability related to the sale of future royalties”.

Segment reporting
The Company determines its operating segments based on how the chief operating decision maker (CODM) views and analyzes the segment’s operations and performance and allocates resources. The President and Chief Executive Officer is the CODM. The CODM utilizes net loss as the measure of segment profit or loss. The Company has one operating and reportable segment. The Company’s CODM manages the Company’s operations on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The CODM assesses performance for and decides how to allocate resources based on the company’s cash and investment balance, periodic changes in cash and investments, and net loss, all of which are reported on the company’s consolidated balance sheets, statements of operations and/or statements of cash flows. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. All of the Company’s long-lived assets are located in the United States.
In addition to the significant expense categories included within consolidated net loss presented on the Company’s condensed consolidated statements of operations, see below for disaggregated amounts that comprise research and development expenses:
 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

 

(in thousands)

 

Third-party research and development expenses (a)

 

$

144,138

 

 

$

81,657

 

 

$

276,881

 

 

$

150,926

 

Salaries and other employee-related expenses

 

 

41,170

 

 

 

26,328

 

 

 

78,364

 

 

 

51,490

 

Stock-based compensation expense

 

 

19,126

 

 

 

12,775

 

 

 

35,505

 

 

 

23,020

 

Amortization of intangible assets

 

 

267

 

 

 

267

 

 

 

534

 

 

 

534

 

Other research and development costs

 

 

19,433

 

 

 

13,905

 

 

 

38,599

 

 

 

26,983

 

Total research and development expense

 

$

224,134

 

 

$

134,932

 

 

$

429,883

 

 

$

252,953

 

(a) Third-party research and development expenses are comprised primarily of external costs incurred under agreements with third-party contract organizations, investigative clinical trial sites that conduct research and development activities on the Company’s behalf and consultants; costs related to the production of preclinical, clinical and pre-launch materials, including fees paid to contract manufacturers; and laboratory and vendor expenses related to the execution of discovery programs, preclinical and clinical trials.

Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB), under its ASC or other standard setting bodies, and adopted by the Company as of the specified effective date. No new pronouncements have been adopted by the Company for the three and six months ended June 30, 2025.
Recently announced accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 relates to rate reconciliation and income taxes paid disclosures. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024. Early application is permitted. The Company will be adopting the standard for the year ended December 31, 2025. The Company is currently evaluating the standard and does not expect it to have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance is effective for public business entities for fiscal years (clarified as annual

7

 

reporting periods by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures Subtopic 220-40 issued in January 2025) beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied prospectively, with the option for retrospective application. The Company is currently evaluating the impact of the standard on the Company’s consolidated financial statements.

3. Fair value measurements

The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, marketable securities, accounts payable and accrued expenses and other current liabilities approximate fair value due to their relatively short maturities and market interest rates, if applicable. For more information, refer to “Note 4. Available-for-sale-securities” regarding the fair value of the Company’s available-for-sale securities.
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table presents information about the Company’s financial assets that are measured at fair value and indicates the fair value hierarchy of the valuation:
 

 

 

June 30, 2025

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

350,642

 

 

$

350,642

 

 

$

—

 

 

$

—

 

Commercial paper

 

 

159,293

 

 

 

—

 

 

 

159,293

 

 

 

—

 

Certificates of deposit

 

 

3,833

 

 

 

—

 

 

 

3,833

 

 

 

—

 

U.S. government and agency securities

 

 

867,787

 

 

 

—

 

 

 

867,787

 

 

 

—

 

Corporate bonds

 

 

754,880

 

 

 

—

 

 

 

754,880

 

 

 

—

 

Total

 

$

2,136,435

 

 

$

350,642

 

 

$

1,785,793

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

5,328

 

 

 

2,981

 

 

 

2,347

 

 

 

—

 

Total

 

$

5,328

 

 

$

2,981

 

 

$

2,347

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

409,233

 

 

$

409,233

 

 

$

—

 

 

$

—

 

Commercial paper

 

 

245,658

 

 

 

—

 

 

 

245,658

 

 

 

—

 

Certificates of deposit

 

 

9,048

 

 

 

—

 

 

 

9,048

 

 

 

—

 

U.S. government and agency securities

 

 

1,051,754

 

 

 

—

 

 

 

1,051,754

 

 

 

—

 

Corporate bonds

 

 

571,654

 

 

 

—

 

 

 

571,654

 

 

 

—

 

Total

 

$

2,287,347

 

 

$

409,233

 

 

$

1,878,114

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

3,189

 

 

 

1,784

 

 

 

1,405

 

 

 

—

 

Total

 

$

3,189

 

 

$

1,784

 

 

$

1,405

 

 

$

—

 

 

8

 

 

Money market funds are measured at fair value on a recurring basis using quoted prices. U.S. government debt securities, government agency bonds, certificates of deposit, commercial paper and corporate bonds are measured at fair value, which is derived from independent pricing sources based on quoted prices in active markets for similar securities.
There were no transfers between Levels 1, 2 or 3 for any of the periods presented.
The fair value of the warrant liabilities was based on observable listed prices for such warrants. The fair value of the public warrants is categorized as Level 1. The fair value of the private warrants is categorized as Level 2 as they are equivalent to the public warrants as they have substantially the same terms; however, they are not actively traded.

4. Available-for-sale securities

The following tables summarize the amortized cost and estimated fair value of the Company’s available-for-sale marketable securities and cash equivalents and the gross unrealized gains and losses:
 

 

 

June 30, 2025

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Estimated

 

 

 

cost

 

 

gain

 

 

loss

 

 

fair value

 

 

 

(in thousands)

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

122,245

 

 

$

2

 

 

$

( 39

)

 

$

122,208

 

Certificates of deposit

 

 

3,832

 

 

 

1

 

 

 

—

 

 

 

3,833

 

U.S. government and agency securities

 

 

853,298

 

 

 

710

 

 

 

( 196

)

 

 

853,812

 

Corporate bonds

 

 

754,048

 

 

 

882

 

 

 

( 50

)

 

 

754,880

 

Total marketable securities

 

 

1,733,423

 

 

 

1,595

 

 

 

( 285

)

 

 

1,734,733

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

350,642

 

 

 

—

 

 

 

—

 

 

 

350,642

 

Commercial paper

 

 

37,092

 

 

 

—

 

 

 

( 7

)

 

 

37,085

 

U.S. government and agency securities

 

 

13,976

 

 

 

( 1

)

 

 

—

 

 

 

13,975

 

Corporate bonds

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total cash equivalents

 

 

401,710

 

 

 

( 1

)

 

 

( 7

)

 

 

401,702

 

Total available-for-sale securities

 

$

2,135,133

 

 

$

1,594

 

 

$

( 292

)

 

$

2,136,435

 

 

 

 

December 31, 2024

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Estimated

 

 

 

cost

 

 

gain

 

 

loss

 

 

fair value

 

 

 

(in thousands)

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

158,838

 

 

$

72

 

 

$

( 17

)

 

$

158,893

 

Certificates of deposit

 

 

9,039

 

 

 

10

 

 

 

( 1

)

 

 

9,048

 

U.S. government and agency securities

 

 

1,011,019

 

 

 

1,123

 

 

 

( 382

)

 

 

1,011,760

 

Corporate bonds

 

 

566,008

 

 

 

657

 

 

 

( 131

)

 

 

566,534

 

Total marketable securities

 

 

1,744,904

 

 

 

1,862

 

 

 

( 531

)

 

 

1,746,235

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

409,233

 

 

 

—

 

 

 

—

 

 

 

409,233

 

Commercial paper

 

 

86,778

 

 

 

—

 

 

 

( 13

)

 

 

86,765

 

U.S. government and agency securities

 

 

39,991

 

 

 

4

 

 

 

( 1

)

 

 

39,994

 

Corporate bonds

 

 

5,120

 

 

 

—

 

 

 

—

 

 

 

5,120

 

Total cash equivalents

 

 

541,122

 

 

 

4

 

 

 

( 14

)

 

 

541,112

 

Total available-for-sale securities

 

$

2,286,026

 

 

$

1,866

 

 

$

( 545

)

 

$

2,287,347

 

 

9

 

The amortized cost and estimated fair value of the Company’s available-for-sale securities by contractual maturity are summarized below as of June 30, 2025:
 

 

 

June 30, 2025

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Estimated

 

 

 

cost

 

 

gain

 

 

loss

 

 

fair value

 

 

 

(in thousands)

 

Mature in one year or less

 

$

1,694,180

 

 

$

891

 

 

$

( 283

)

 

$

1,694,788

 

Mature after one year through two years

 

 

440,953

 

 

 

703

 

 

 

( 9

)

 

 

441,647

 

Total available-for-sale securities

 

$

2,135,133

 

 

$

1,594

 

 

$

( 292

)

 

$

2,136,435

 

 
5. Balance sheet components

Property and equipment, net
Property and equipment, net consisted of the following:
 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Laboratory equipment

 

$

28,045

 

 

$

25,192

 

Leasehold improvements

 

 

21,341

 

 

 

14,280

 

Computer equipment and software

 

 

6,536

 

 

 

5,046

 

Furniture and fixtures

 

 

1,655

 

 

 

1,200

 

Construction in progress

 

 

500

 

 

 

394

 

 

 

58,077

 

 

 

46,112

 

Less: accumulated depreciation and amortization

 

 

( 25,028

)

 

 

( 21,823

)

Property and equipment, net

 

$

33,049

 

 

$

24,289

 

 
Depreciation expense for property and equipment amounted to $ 1.7 million and $ 1.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.3 million and $ 3.2 million for the six months ended June 30, 2025 and 2024, respectively.
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following:
 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Accrued compensation

 

$

21,726

 

 

$

30,774

 

Accrued research and development

 

 

89,583

 

 

 

63,635

 

Accrued professional services

 

 

2,914

 

 

 

1,623

 

Other

 

 

462

 

 

 

583

 

Total accrued expenses and other current liabilities

 

$

114,685

 

 

$

96,615

 

 
6. Intangible assets and goodwill

Intangible assets, net
Intangible assets, net consisted of the following as of June 30, 2025:
 

 

 

Gross value

 

 

Accumulated
amortization

 

 

Net book
value

 

 

Weighted-
average
remaining
useful life

 

 

 

(in thousands)

 

 

(in years)

 

In-process research and development — RAS Programs

 

$

55,800

 

 

$

—

 

 

$

55,800

 

 

n/a

 

Developed technology — tri-complex platform

 

 

7,480

 

 

 

( 7,144

)

 

 

336

 

 

 

0.4

 

Total

 

$

63,280

 

 

$

( 7,144

)

 

$

56,136

 

 

 

 

 

10

 

Amortization expense for the three months ended June 30, 2025 and 2024 was $ 0.3 million and for the six months ended June 30, 2025 and 2024 was $ 0.5 million .
As of June 30, 2025, future amortization expense was as follows:
 

 

 

Amount

 

 

 

(in thousands)

 

2025 (remaining four months)

 

$

336

 

Total

 

$

336

 

 

 

 

 

 
Intangible assets, net consisted of the following as of December 31, 2024:
 

 

 

Gross value

 

 

Accumulated
amortization

 

 

Net book
value

 

 

Weighted-
average
remaining
useful life

 

 

 

(in thousands)

 

 

(in years)

 

In-process research and development — RAS Programs

 

$

55,800

 

 

$

—

 

 

$

55,800

 

 

n/a

 

Developed technology — tri-complex platform

 

 

7,480

 

 

 

( 6,610

)

 

 

870

 

 

 

0.9

 

Total

 

$

63,280

 

 

$

( 6,610

)

 

$

56,670

 

 

 

 

 
Goodwill
The following summarizes the change in the carrying value of goodwill for the three and six months ended June 30, 2025:
 

 

 

Amount

 

 

 

(in thousands)

 

Balance at December 31, 2024

 

$

14,608

 

Adjustment

 

 

—

 

Balance at June 30, 2025

 

$

14,608

 

 
No impairment had been recognized as of June 30, 2025 . Goodwill recorded is not deductible for income tax purposes.

7. Commitments and contingencies

Leases
In January 2015, as amended in September 2016, the Company entered into an operating lease for approximately 42,000 square feet of office, laboratory and research and development space located at 700 Saginaw Drive, Redwood City, California (the 700 Building). In April 2020, the Company amended the lease to lease an additional 19,000 square feet of office, laboratory and research and development space located at 300 Saginaw Drive, Redwood City, California (the 300 Building). In November 2021, the Company amended the lease to lease an additional 41,000 square feet of office, laboratory and research and development space located at 800 Saginaw Drive, Redwood City, California (the 800 Building). In March 2023, the Company amended the lease to lease an additional approximately 40,000 square feet of office, laboratory and research and development space located at 900 Saginaw Drive, Redwood City, California (the 900 Building), and to extend the lease term through December 31, 2035. The Company obtained possession of the 900 Building in October 2023. In July 2024, the Company amended the lease to lease an additional approximately 43,000 square feet of office, laboratory and research and development space located at 500 Saginaw Drive, Redwood City, California (the 500 Building). In November 2024, the Company amended the lease to lease an additional approximately 46,961 square feet of office, laboratory and research and development space located at 600 Saginaw Drive, Redwood City, California (the 600 Building). The Company has the option to extend the lease for the Buildings for an additional ten years after December 31, 2035 . Additionally, in November 2024, the Company also entered into a sublease agreement pursuant to which approximately 23,481 square feet of office space located on the first floor of the 600 Building was subleased. The term of the sublease is through October 2027, with no options to extend. The sublease is accounted for as an operating lease.
The Company maintains letters of credit for the benefit of the landlord which are classified as restricted cash in the unaudited condensed consolidated balance sheets. Restricted cash related to letters of credit due to the landlord was $ 3.7 million as of June 30, 2025 and December 31, 2024.

11

 

Through June 30, 2025, the landlord had provided the Company with $ 16.3 million in tenant improvement allowances, which were recognized as lease incentives. The lease incentives are being amortized as an offset to rent expense over the lease term in the unaudited condensed consolidated statements of operations and comprehensive loss.
Upon the execution of the lease amendment in March 2023, which was deemed to be a lease modification, the Company re-evaluated the assumptions used during the lease amendment in November 2021. The Company determined the amendment consists of two separate contracts under ASC 842. One contract is related to a new right-of-use asset for the 900 Building, which is being accounted for as an operating lease, and the other is related to the modification of the lease term, as amended in November 2021, for the 700 Building, 300 Building and 800 Building. As a result, the Company recorded a right-of-use asset and a lease liability of $ 25.0 million for the 900 Building and an aggregate increase of $ 0.3 million to the right-of-use assets and lease liabilities for the 700 Building, 300 Building and 800 Building upon execution of the lease amendment. The Company is recognizing rent expense for the buildings on a straight-line basis through the remaining extended term of the lease.
Upon the execution of the lease in July 2024, the Company determined that the contract is related to a new right-of-use asset for the 500 Building, which is being accounted for as an operating lease under ASC 842. Upon obtaining possession of the building in October 2024, the Company recorded a right-of-use asset of $ 18.2 million, a lease liability of $ 21.8 million and a lease receivable of $ 3.6 million for the 500 Building. The Company is recognizing rent expense for the buildings on a straight-line basis through the term of the lease.
Upon the execution of the lease in November 2024, the Company determined that the contract is related to a new right-of-use asset for the 600 Building, which is being accounted for as an operating lease under ASC 842. The Company recorded a right-of-use asset and a lease liability of $ 26.3 million for the 600 Building. The Company is recognizing rent expense for the buildings on a straight-line basis through the remaining extended term of the lease.
The balance sheet classification of the Company’s operating lease liabilities was as follows:
 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Operating lease liabilities:

 

 

 

 

 

 

   Operating lease liability – current

 

$

13,088

 

 

$

12,872

 

   Operating lease liability – noncurrent

 

 

119,699

 

 

 

122,971

 

      Total operating lease liabilities

 

$

132,787

 

 

$

135,843

 

The components of lease costs for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):
 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

 

(in thousands)

 

Operating lease cost

 

$

4,262

 

 

$

2,798

 

 

$

9,085

 

 

$

5,595

 

Less: Sublease income

 

 

( 610

)

 

 

—

 

 

 

( 1,878

)

 

 

—

 

   Total operating lease cost, net (1)

 

$

3,652

 

 

$

2,798

 

 

$

7,207

 

 

$

5,595

 

(1) Net lease cost does not include short-term lease and variable lease costs, which were immaterial.

As of June 30, 2025, the maturities of the Company’s operating lease liabilities were as follows (in thousands):
 

2025 (remaining six months)

 

$

10,028

 

2026

 

 

17,048

 

2027

 

 

17,554

 

2028

 

 

17,695

 

2029

 

 

18,314

 

Thereafter

 

 

124,123

 

Total undiscounted lease payments

 

$

204,762

 

Less: Imputed interest

 

 

( 65,315

)

Less: Lease receivable

 

 

( 6,660

)

      Total operating lease liabilities

 

$

132,787

 

 

12

 

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate. The weighted-average discount rate used to determine the operating lease liability was 7.64 %. As of June 30, 2025 and December 31, 2024, the weighted-average remaining lease term was 10.5 years and 11.0 years, respectively.
 
Legal matters
From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. The Company accrues for these matters when it is probable that losses will be incurred and these losses can be reasonably estimated.
On December 9, 2024, Nemeth v. Casdin, et al., Case No. 2024-1268-KSJM (Del. Ch.), was filed in the Court of Chancery of the State of Delaware (the Complaint) arising from CM Life Sciences III., Inc.’s (CMLS III) December 17, 2021 merger with EQRx, Inc. (Legacy EQRx) (the Merger). The Complaint was filed by former stockholders of CMLS III and brings claims for breach of fiduciary duty and unjust enrichment against members of CMLS III’s board of directors, CMLS III’s officers, and CMLS III’s sponsor in connection with the Merger. The Complaint also brings claims for aiding and abetting breaches of fiduciary duties against certain investment firms involved with the merger process, the Company, solely as successor-in-interest to EQRx, and Legacy EQRx’s former Executive Chairman and CEO, Alexis Borisy, who is also on the Company’s board of directors. Defendants moved to dismiss the Complaint in February 2025. This motion is now fully briefed, and a hearing on the motion is currently scheduled in the fourth quarter of 2025.
At this juncture, the Company does not believe this action will have a material adverse impact on its operations or financial position. The Company is currently unable to predict the outcome of this lawsuit and therefore cannot determine the likelihood of loss, if any, nor estimate a range of possible loss.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. 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, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is minimal.
Other
The Company enters into agreements in the ordinary course of business with contract research organizations for clinical trials, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable at any time by the Company upon 30 to 90 days’ prior written notice.

8. Liability related to the sale of future royalties

In June 2025, the Company entered into a revenue participation right purchase and sale agreement with Royalty Pharma Investments 2019 ICAV (the Royalty Purchase Agreement). Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered revenue payments with respect to worldwide net product sales of (i) RMC-6236 Products and (ii) RMC-9805 Products, if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved (the Royalty Payments). In exchange for an upfront payment of $ 250.0 million, Royalty Pharma is entitled to receive Royalty Payments equal to 2.55 % of annual worldwide net sales up to $ 2.0 billion, 1.50 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 0.60 % of annual net sales between $ 4.0 billion and $ 8.0 billion, and no Royalty Payments on sales in excess of $ 8.0 billion.
The Royalty Purchase Agreement provides for up to an additional $ 1.0 billion of potential purchases of additional Royalty Payments if the following criteria are met: (i) an additional Royalty Payment from the Company in exchange for a payment from Royalty Pharma of $ 250.0 million, if, prior to January 1, 2028, there is a positive data readout from RASolute 302, the Company’s ongoing Phase 3 registrational trial in the second-line treatment of patients with metastatic pancreatic ductal adenocarcinoma (PDAC) showing that RMC-6236 meets an agreed-upon endpoint in a statistically significant manner and the earlier of (A) the Company’s determination to proceed with the preparation and submission of a New Drug Application to the U.S. Food and Drug Administration (FDA) on the basis of such readout or (B) the submission of a New Drug Application on the basis of such readout (Tranche 2) and (ii) in each case of the following, at the Company’s election, Royalty Pharma will purchase the rights to additional Royalty Payments in exchange for

13

 

(x) a payment of up to $ 250.0 million, if, prior to July 1, 2028, RMC-6236 receives FDA approval for the second-line treatment of patients with metastatic PDAC (Tranche 3), (y) a payment of up to $ 250.0 million, if the Company meets a specified net sales milestone prior to January 1, 2029 (Tranche 4), and (z) payments of (1) up to $ 100.0 million, if prior to January 1, 2030, there is a positive data readout from a potential Phase 3 clinical trial for the first-line treatment of metastatic PDAC involving either an RMC-6236 Product or an RMC-9805 Product, in each case, showing that the applicable Company compound meets an agreed-upon endpoint in a statistically significant manner and the FDA accepts a New Drug Application (or a supplemental application or an amendment to an existing application) on the basis of such readout, and (2) a payment of up to the difference of (I) $ 250.0 million and (II) the purchase price of any Royalty Payments purchased pursuant to clause (z)(1) above, if prior to January 1, 2030, there is a positive data readout from a potential Phase 3 clinical trial for the first-line treatment of metastatic PDAC involving either an RMC-6236 Product or an RMC-9805 Product, in each case, showing that the applicable Company compound meets an agreed-upon endpoint in a statistically significant manner and the earlier of (A) the Company’s determination to proceed with the preparation and submission of an application for marketing approval to the FDA, the European Medicines Agency (EMA) or the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA) on the basis of such readout or (B) the submission of an application for marketing approval to the FDA, EMA or MHRA on the basis of such readout (Tranche 5).
If Tranches 2 through 5 are all purchased in their entirety, Royalty Pharma would be entitled to receive total Royalty Payments equal to 7.80 % of annual worldwide net sales up to $ 2.0 billion, 4.55 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 2.40 % of annual net sales between $ 4.0 billion and $ 8.0 billion, and no Royalty Payments on sales in excess of $ 8.0 billion. If the Company elects not to draw the full amount of any of the optional tranches, the associated royalty rates would be lower for each of the net sales tiers.
Additionally, the Royalty Purchase Agreement provides for an upward adjustment to the Royalty Payment rates in the years from 2030 to 2041 in the event that annual net sales in the immediate prior year are below an agreed-upon threshold. The upward adjustment to the Royalty Payment rates applies only to the $ 0 to $ 2 billion annual net sales tier, and the adjusted total Royalty Payment rate for this tier remains in the single digits. Any upward adjustment will revert back to the original Royalty Payment rates in the event that Annual Net Sales are above a different agreed-upon threshold.
The Company’s obligations under the Royalty Purchase Agreement will terminate upon the fifteenth anniversary of the first commercial sale of an RMC-6236 Product in the United States (or in the European Union for ex-U.S. sales).
The Royalty Purchase Agreement contains customary representations, warranties and indemnities of the Company and Royalty Pharma, and customary covenants on the part of the Company.
The Company has accounted for the Royalty Purchase Agreement as a debt financing, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based. The financing liability associated with the Royalty Payments and the related interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty Purchase Agreement. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the Royalty Purchase Agreement.
The upfront $ 250.0 million received was recorded as a liability and measured at amortized cost. Debt issuance costs of $ 5.8 million were recorded as a direct deduction from the carrying amount of the liability and are amortized to interest expense using the effective interest method over the estimated term of the arrangement. The effective interest rate for the initial tranche was determined based on the Company’s projections of future Royalty Payments. The Company will evaluate the estimated timing and amount of future Royalty Payments for each reporting period and will revise the effective interest rate prospectively if those estimates change materially.
The carrying value of the liability related to the sale of future royalties approximates fair value as of June 30, 2025 and is classified as either current or noncurrent based on the estimated timing of future Royalty Payments. The Company’s projections of future Royalty Payments are subject to significant estimation uncertainty and are based on various assumptions, including expected commercial launch timelines, regulatory approval probabilities, and projected net product sales over the term of the agreement. These inputs are considered to be Level 3 inputs in the fair value hierarchy, as they involve significant unobservable inputs and judgment. Changes in these assumptions could have a material impact on the effective interest rate.
The following table shows the activity of the liability related to the sale of future royalties as of June 30, 2025:
 

14

 

 

 

Amount

 

 

 

(in thousands)

 

Liability related to the sale of future royalties - beginning balance

 

$

—

 

Proceeds from the sale of future royalties

 

 

250,000

 

Issuance costs

 

 

( 5,785

)

Non-cash interest expense associated with the sale of future royalties

 

 

846

 

Amortization of issuance costs

 

 

20

 

Liability related to the sale of future royalties - ending balance

 

$

245,081

 

 
9. Term loan facility

In June 2025, the Company entered into a senior secured term loan agreement with Royalty Pharma Development Funding, LLC, as a lender and Wilmington Trust, National Association, as administrative agent (the Loan Agreement). The Loan Agreement provides for up to $ 750.0 million in term loans, consisting of three tranches of $ 250.0 million each. The first tranche is required to be drawn in full by the Company within 45 days following receipt of FDA marketing approval for daraxonrasib for any indication related to metastatic PDAC, if such approval occurs on or before January 1, 2028, unless the Company has previously elected to terminate the Loan Agreement. The second and third tranches are optional and may be drawn in whole or in part upon achievement of specified commercial milestones prior to January 1, 2028.
The maturity date of the facility is the earlier of (i) six years after the funding of the first tranche of term loans and (ii) December 31, 2032. The term loans bear interest at a floating rate equal to the three-month term SOFR (subject to a SOFR floor of 3.5 %) plus 5.75 %, payable on a quarterly basis. The Company is required to pay an upfront fee equal to 2.0 % of the applicable tranche of loans drawn on each funding date. There are no scheduled principal amortization payments prior to maturity.
The Loan Agreement permits voluntary prepayment in full at any time, and also requires mandatory prepayment in connection with a change of control. Prepayments made prior to the second anniversary of the applicable funding date for the applicable tranche of loans are subject to a make-whole premium equal to the foregone interest through the second anniversary, as well as a prepayment premium of 3.00 %. Prepayments made on or after the second anniversary but before the third anniversary are subject to a 3.00 % prepayment premium, and prepayments made on or after the third anniversary are subject to a 1.00 % prepayment premium. No make-whole or prepayment premium is due if repayment occurs at maturity.
The Loan Agreement contains customary affirmative and negative covenants on the part of the Company but does not include any financial covenants.
The Loan Agreement provides an enumerated list of customary events of default whereby certain actions could be exercised against the Company (including, without limitation, (i) the acceleration of all amounts due under the Term Loan Facility; (ii) the application of default rate interest; (iii) the exercise of powers of attorney, voting proxies and other similar rights; (iv) the foreclosure and sale of property and assets and (v) other actions permitted to be taken by a secured creditor).
The term loans are secured by a lien on substantially all of the Company’s assets.
As of June 30, 2025, no amounts had been drawn under the Loan Agreement, and no liability was recorded.

10. Common stock

As of June 30, 2025 and December 31, 2024 , 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 Board of Directors. As of June 30, 2025 , no dividends had been declared to date.

15

 

The Company evaluated the pre-funded warrants issued in conjunction with the December 2024 underwritten public offering and concluded that they met the criteria to be classified as equity within additional paid-in-capital.
The Company has reserved shares of common stock for future issuance as follows:
 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Outstanding options to purchase common stock

 

 

17,272,317

 

 

 

13,985,538

 

Unvested restricted stock units of common stock

 

 

3,808,980

 

 

 

2,850,112

 

Available for future issuance under the 2020 Incentive Award Plan

 

 

3,855,287

 

 

 

8,945,644

 

Available for issuance under the 2020 Employee Stock Purchase Plan

 

 

5,794,632

 

 

 

3,775,682

 

Pre-funded warrants issued and outstanding

 

 

2,173,917

 

 

 

2,173,917

 

Total

 

 

32,905,133

 

 

 

31,730,893

 

 
11. Stock-based compensation

2020 Incentive Award Plan
In February 2020, the Company adopted the 2020 Equity Incentive Plan (the 2020 Plan). The 2020 Plan became effective on February 11, 2020. The 2020 Plan provides for a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents, or other stock or cash based awards. Under the 2020 Plan, the Company generally grants stock-based awards with service-based vesting conditions only. Options and restricted stock unit awards granted typically vest over a four-year period, but may be granted with different vesting terms.
Following the effectiveness of the 2020 Plan, the Company ceased making grants under the 2014 Equity Incentive Plan (the 2014 Plan). However, the 2014 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 2014 Plan that are forfeited or lapse unexercised and which following the effective date of the 2020 Plan were not issued under the 2014 Plan are available for issuance under the 2020 Plan.
2020 Employee Stock Purchase Plan
In February 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the ESPP). Under the ESPP, employees have the ability to purchase shares of the Company’s common stock through payroll deductions at a discount during a series of offering periods of 24 months, each comprised of four six-month purchase periods. The purchase price will be the lower of 85 % of the closing trading price per share of the Company’s common stock on the first day of an offering period in which an employee is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period.
For the three and six months ended June 30, 2025, there were 159,984 shares of common stock purchased under the ESPP. As of June 30, 2025, a total of 5,794,632 shares of common stock were available for future issuance under the ESPP. As of June 30, 2025, there was $ 3.2 million of unrecognized compensation cost related to the ESPP.
Stock options
The following summarizes option activity under both the 2020 Plan and the 2014 Plan:
 

 

 

Number of
Shares
underlying
options

 

 

Weighted-
average
exercise price

 

 

Weighted-
average
remaining
contractual
term

 

 

Aggregate
intrinsic
value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Balance, December 31, 2024

 

 

13,985,538

 

 

$

24.25

 

 

 

7.36

 

 

$

276,335

 

Options granted

 

 

3,634,086

 

 

 

40.20

 

 

 

 

 

 

 

Options exercised

 

 

( 211,146

)

 

 

13.40

 

 

 

 

 

 

 

Options cancelled and forfeited

 

 

( 136,161

)

 

 

37.12

 

 

 

 

 

 

 

Balance, June 30, 2025

 

 

17,272,317

 

 

$

27.64

 

 

 

7.45

 

 

$

185,316

 

Options vested and exercisable as of June 30, 2025

 

 

8,966,252

 

 

$

21.00

 

 

 

6.13

 

 

$

147,533

 

 

16

 

 
As of June 30, 2025, there was $ 178.5 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.85 years.
Restricted stock units
Activity under the 2020 Plan with respect to the Company’s restricted stock units (RSUs) during the six months ended June 30, 2025 was as follows:
 

 

 

Number of
Shares

 

 

Weighted-
average
grant date fair value per share

 

 

Weighted-
average
remaining contractual term

 

 

Aggregate intrinsic value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Balance, December 31, 2024

 

 

2,850,112

 

 

$

30.87

 

 

 

1.49

 

 

$

124,664

 

RSUs granted

 

 

1,677,033

 

 

 

40.30

 

 

 

 

 

 

 

RSUs vested

 

 

( 633,511

)

 

 

29.28

 

 

 

 

 

 

 

RSUs forfeited

 

 

( 84,654

)

 

 

34.70

 

 

 

 

 

 

 

Balance, June 30, 2025

 

 

3,808,980

 

 

$

35.20

 

 

 

1.57

 

 

 

140,132

 

Expected to vest as of June 30, 2025

 

 

3,808,980

 

 

$

35.20

 

 

 

1.57

 

 

 

140,132

 

 
The number of RSUs vested includes shares of common stock that the Company withheld to satisfy the minimum statutory tax withholding requirements. As of June 30, 2025, there was $ 127.0 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.96 years.
Stock-based compensation expense
Total stock-based compensation expense related to stock options, RSUs and the ESPP by function was as follows:
 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

 

(in thousands)

 

Research and development

 

$

19,126

 

 

$

12,775

 

 

$

35,505

 

 

$

23,020

 

General and administrative

 

 

9,704

 

 

 

7,000

 

 

 

18,409

 

 

 

12,963

 

Total

 

$

28,830

 

 

$

19,775

 

 

$

53,914

 

 

$

35,983

 

 
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:
 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands, except share and per share data)

 

 

(in thousands, except share and per share data)

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

( 247,787

)

 

$

( 133,233

)

 

$

( 461,203

)

 

$

( 249,236

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted

 

 

188,583,288

 

 

 

165,141,936

 

 

 

188,365,805

 

 

 

164,935,542

 

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

 

$

( 1.31

)

 

$

( 0.81

)

 

$

( 2.45

)

 

$

( 1.51

)

 

17

 

 

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect:
 

 

 

As of June 30,

 

 

 

2025

 

 

2024

 

Options to purchase common stock

 

 

17,272,317

 

 

 

13,811,570

 

Unvested restricted stock units of common stock

 

 

3,808,980

 

 

 

3,032,583

 

Expected shares to be purchased under ESPP

 

 

694,578

 

 

 

408,311

 

Warrants outstanding

 

 

2,194,340

 

 

 

2,194,342

 

Earn-out shares

 

 

—

 

 

 

973,976

 

Total

 

 

23,970,215

 

 

 

20,420,782

 

 
13. Subsequent events

One Big Beautiful Bill Act
On July 4, 2025, the United States enacted into law new tax legislation, the “One Big Beautiful Bill Act” (the OBBBA). The OBBBA includes provisions modifying the corporate income tax code. As the legislation was not signed into law until the Company’s third quarter of 2025, the impacts are not included in its operating results for the three and six months ended June 30, 2025. The Company is currently assessing the potential impact of this legislation on its financial position, results of operations, and cash flows.
Lease agreement
In July 2025, the Company amended its Redwood City lease to lease an additional approximately 60,841 square feet of office, laboratory and research and development space located at 400 Saginaw Drive, Redwood City, California (the 400 Building). The Company will pay an initial annual base rent of approximately $ 3.9 million, which is subject to scheduled 3.5 % annual increases, plus certain operating expenses. The Company has been provided a tenant improvement allowance of $ 4.1 million. The Company expects to take possession of the 400 Building in August 2025. The Company has the option to extend the lease for an additional ten years after the first anniversary of the lease commencement date of the 400 Building.

18

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations 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 or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a clinical-stage precision oncology company developing novel targeted therapies for RAS-addicted cancers. We possess sophisticated structure-based drug discovery capabilities built upon deep chemical biology and cancer pharmacology know-how and innovative, proprietary technologies that enable the creation of small molecules tailored to unconventional binding sites. Guided by our understanding of genetic drivers and adaptive resistance mechanisms in cancer, we deploy precision medicine approaches to inform innovative monotherapy and combination regimens.
Our research and development pipeline comprises RAS(ON) inhibitors that bind directly to RAS variants, which we refer to as RAS(ON) Inhibitors, and RAS companion inhibitors that target key nodes in the RAS pathway or associated pathways. Our RAS(ON) Inhibitors are designed to be used as monotherapy, in combination with other RAS(ON) Inhibitors and/or RAS companion inhibitors or other therapeutic agents.
RAS(ON) Inhibitors
Our RAS(ON) Inhibitors are based on our proprietary tri-complex technology platform, which enables a highly differentiated approach to inhibiting the active, GTP-bound form of RAS, which we refer to as RAS(ON). We are developing a portfolio of compounds that we believe were the first RAS(ON) Inhibitors to use this mechanism of action. We believe that direct inhibitors of RAS(ON) suppress cell growth and survival and are less susceptible to adaptive resistance mechanisms recognized for RAS inhibitors that target the inactive, GDP-bound form of RAS, which we refer to as RAS(OFF) inhibitors.
We are evaluating our RAS(ON) Inhibitors alone and in combination with other drugs and investigational drug candidates, particularly in pathway agents. We believe tailored RAS(ON) Inhibitors will be useful to serve the diverse landscape of RAS-addicted cancers optimally. We believe that in some cases, patients may experience maximal clinical benefit from the broad activity of our RAS(ON) multi-selective inhibitor, daraxonrasib (RMC-6236), if approved. In others, we believe treatment with a RAS(ON) mutant-selective inhibitor may be optimal. We further believe that in some cases, it could be beneficial to combine daraxonrasib with a RAS(ON) mutant-selective inhibitor, with daraxonrasib functioning as the backbone of these RAS(ON) Inhibitor doublets. In addition, we believe that in some cases, combination of our RAS(ON) Inhibitors with standard of care therapies, including immunotherapies, may be optimal.
We are advancing a deep pipeline of RAS(ON) Inhibitors, including daraxonrasib, elironrasib (RMC-6291), our G12C-selective inhibitor, and zoldonrasib (RMC-9805), our G12D-selective inhibitor. Together, we consider these three clinical-stage candidates as the first wave of RAS(ON) Inhibitors that we are advancing through clinical development. We also currently plan to advance RMC-5127 (G12V) into clinical development. In addition, we have other preclinical-stage RAS(ON) Inhibitor clinical development opportunities, including the RAS(ON) mutant-selective inhibitors RMC-0708 (Q61H) and RMC-8839 (G13C).
 
Daraxonrasib
Daraxonrasib (RMC-6236), our RAS(ON) multi-selective inhibitor, is designed as an oral, RAS-selective tri-complex inhibitor of multiple RAS(ON) variants containing cancer driver mutations at all three of the major RAS mutation hotspot positions, G12, G13, and Q61. Daraxonrasib inhibits all three major RAS isoforms, suppressing the mutant cancer driver and cooperating wild-type RAS proteins. In June 2025, daraxonrasib received Breakthrough Therapy Designation from the U.S. Food and Drug Administration (the FDA) for previously treated metastatic pancreatic ductal adenocarcinoma (PDAC) in patients with KRAS G12 mutations.
A global, randomized Phase 3 registrational trial of daraxonrasib in the second-line (2L) treatment of patients with metastatic PDAC, which we call the RASolute 302 study, is ongoing. In the RASolute 302 study, we are randomizing patients in a 1:1 ratio to receive either daraxonrasib at a dose of 300 mg daily or the investigator’s choice of chemotherapy. We currently expect to complete enrollment of the RASolute 302 study in 2025, to enable an expected clinical readout in 2026.
A global, randomized Phase 3 registrational trial comparing daraxonrasib versus docetaxel in patients with locally advanced or metastatic RAS-mutated non-small cell lung cancer (NSCLC) who have been treated with immunotherapy and platinum-containing chemotherapy, which we call the RASolve 301 study, is ongoing. In the RASolve 301 study, we are randomizing patients in a 1:1 ratio to receive either daraxonrasib or docetaxel.

19

 

We currently expect to initiate a global, randomized Phase 3 daraxonrasib monotherapy study in patients with first-line (1L) metastatic PDAC in the second half of 2025 and to share the clinical combination data that informed this planned study in 2025.
We currently expect to initiate a global, randomized Phase 3 monotherapy study of daraxonrasib as adjuvant treatment for patients with resectable PDAC in the second half of 2025.
We currently expect to initiate a global, randomized Phase 3 study of daraxonrasib in patients with 1L RAS mutant NSCLC in 2026.
On December 2, 2024, we reported updated clinical safety, tolerability, and activity data for daraxonrasib from our first-in-human monotherapy study of daraxonrasib, which we refer to as the RMC-6236-001 study, in patients with previously treated RAS-mutant PDAC as of a data cutoff date of July 23, 2024. We believe these data showed that daraxonrasib was generally well tolerated and demonstrated encouraging antitumor activity that supported our initiation of the RASolute 302 study.
Also on December 2, 2024, we reported clinical safety and tolerability data as of a data cutoff date of September 30, 2024 for daraxonrasib from the RMC-6236-001 study in patients with NSCLC with tumors harboring RAS mutations. We also reported clinical activity data as of a data cutoff date of September 30, 2024 for daraxonrasib from the RMC-6236-001 study in patients with NSCLC with tumors harboring RAS G12X mutations who had received one or two prior lines of therapy which must have included prior immunotherapy and platinum chemotherapy administered either concurrently or sequentially, but not docetaxel, a study population matching the planned RASolve 301 enrollees. We believe these data showed that daraxonrasib was generally well tolerated and demonstrated encouraging antitumor activity that supported our initiation of the RASolve 301 study.
Based on our observations from the RMC-6236-001 study and our preclinical observations, we believe there is a potential opportunity to evaluate daraxonrasib combinations in earlier lines of therapy in multiple tumor types, and we are currently evaluating several exploratory combination regimens that include daraxonrasib in order to assess the potential for development in these settings. These combinations include daraxonrasib with pembrolizumab, daraxonrasib with elironrasib, daraxonrasib with zoldonrasib, daraxonrasib with standard of care chemotherapy agents, and daraxonrasib with TNG462, a PRMT5 inhibitor. We are also planning a combination study of daraxonrasib with ivonescimab, a PD-1/VEGF bispecific antibody.
On December 2, 2024, we disclosed initial clinical safety and tolerability data as of a data cutoff date of October 28, 2024 from our clinical study of the combination of daraxonrasib with pembrolizumab in patients with previously treated NSCLC, which we believe showed the combination was generally well tolerated with limited hepatotoxicity. On May 7, 2025, we disclosed clinical safety, tolerability and antitumor activity data as of a data cutoff date of February 10, 2025 from this study for patients with 1L NSCLC, which we believe showed that the combination of daraxonrasib with pembrolizumab, with or without chemotherapy, demonstrated acceptable tolerability and encouraging preliminary antitumor activity for this doublet in these patients.
On December 2, 2024, we disclosed initial clinical safety, tolerability and activity data as of a data cutoff date of October 28, 2024 from our clinical study of the combination of daraxonrasib with elironrasib, which we believe showed the combination was generally well tolerated and provided initial proof-of-mechanism for a RAS(ON) inhibitor doublet in patients with colorectal cancer (CRC) who were previously treated with KRAS(OFF) G12C inhibitors. On May 7, 2025, we disclosed clinical safety, tolerability and activity data as of a data cutoff date of February 10, 2025 from this study in patients with 2L or later NSCLC who were previously treated with KRAS(OFF) G12C inhibitors, which we believe showed acceptable tolerability and encouraging preliminary antitumor activity in these patients.
We believe these preliminary data observations collectively support continued development of RAS(ON) inhibitor doublets in a broad range of tumor types and earlier lines of therapy, including patients with 1L KRAS G12C NSCLC.
 
Elironrasib
Elironrasib (RMC-6291) is designed as a RAS(ON) oral tri-complex G12C-selective inhibitor. It is designed to exhibit subnanomolar potency for suppressing RAS pathway signaling and growth of RAS G12C-bearing cancer cells and is engineered to be highly selective for RAS G12C over wild-type RAS and other cellular targets. Elironrasib is designed to be differentiated from first-generation KRAS(OFF) G12C inhibitors, which sequester the KRAS(OFF) G12C form, by its mechanism of directly inhibiting the RAS(ON) G12C form. In July 2025, elironrasib received Breakthrough Therapy Designation from the FDA for the treatment of adult patients with KRAS G12C-mutated locally advanced or metastatic NSCLC who have received prior chemotherapy and immunotherapy but have not been previously treated with a KRAS G12C inhibitor.
On May 7, 2025, we reported clinical safety, tolerability and antitumor activity data from our first-in-human monotherapy study of elironrasib in patients with solid tumors harboring RAS G12C mutations, which we refer to as the RMC-6291-001 study, as of a data cutoff date of April 7, 2025, for patients with previously treated NSCLC. We believe these data showed acceptable tolerability and encouraging preliminary antitumor activity in these patients.

20

 

We are evaluating several exploratory combination regimens that include elironrasib in order to assess the potential for development in earlier lines of therapy. These combinations include elironrasib with pembrolizumab and, as referenced in the “ Daraxonrasib ” section above, elironrasib with daraxonrasib. We are also planning a combination study of elironrasib with both daraxonrasib and pembrolizumab and a combination study of elironrasib with ivonescimab.
On December 2, 2024 and May 7, 2025, we disclosed clinical safety, tolerability and activity data for the combination of daraxonrasib with elironrasib, as referenced in the “ Daraxonrasib ” section above.
On December 2, 2024, we disclosed clinical safety and tolerability data in patients with previously treated NSCLC as of a data cutoff date of October 28, 2024 for the combination of elironrasib with pembrolizumab, which we believe showed the combination was generally well tolerated with limited hepatotoxicity. On May 7, 2025, we disclosed clinical safety, tolerability and antitumor activity data as of a data cutoff date of February 10, 2025 from this study for patients with 1L NSCLC, which we believe showed that the combination demonstrated acceptable tolerability and encouraging preliminary antitumor activity in these patients.
Zoldonrasib
Zoldonrasib (RMC-9805) is designed as a RAS(ON) oral tri-complex G12D-selective inhibitor. It is designed to exhibit low nanomolar potency for suppressing RAS pathway signaling and growth of RAS G12D-bearing cancer cells and is engineered to covalently inactivate RAS G12D irreversibly.
On October 25, 2024, we reported preliminary clinical safety, tolerability and activity data as of a data cutoff date of September 2, 2024 from our first-in-human monotherapy study of zoldonrasib in patients with previously treated solid tumors harboring KRAS G12D mutations, which we refer to as the RMC-9805-001 study. We believe these data showed acceptable tolerability and encouraging initial antitumor activity in patients with 2L or later PDAC. On May 7, 2025, we reported updated clinical safety and tolerability data from the RMC-9805-001 study at the candidate recommended Phase 2 dose of 1200 mg once daily (QD) as of a data cutoff date of December 2, 2024, which we believe showed acceptable tolerability. Also on May 7, 2025, we reported antitumor activity from the RMC-9805-001 study for patients with previously treated NSCLC at the 1200 mg QD dose as of a data cutoff date of December 2, 2024, which we believe showed encouraging initial antitumor activity in these patients.
We believe that these data collectively support our ongoing development of zoldonrasib as a single agent and in combination with other therapies. These combinations include zoldonrasib with standard of care chemotherapy agents, zoldonrasib with TNG462 and, as referenced in the “Daraxonrasib (RMC-6236)” section above, zoldonrasib with daraxonrasib. An exploratory combination study of zoldonrasib with daraxonrasib is ongoing. We are also planning a combination study of zoldonrasib with ivonescimab.
We currently expect to initiate one or more pivotal combination studies in 2026 that incorporate either zoldonrasib or elironrasib.
RMC-5127
RMC-5127 is designed as a RAS(ON) oral G12V-selective inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of RAS G12V-bearing cancer cells and is engineered for selective inhibition of RAS G12V over other RAS isoforms via non-covalent binding interactions. In April 2025, RMC-5127 was highlighted in a New Drugs on the Horizon presentation at the American Association for Cancer Research (AACR) Annual Meeting. We currently expect to advance RMC-5127 to a clinic-ready stage in 2025 and to initiate a first-in-human dose escalation clinical trial of RMC-5127 in 2026.
RMC-0708
RMC-0708 is designed as a RAS(ON) oral Q61H-selective inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of RAS Q61H-bearing cancer cells and is engineered for selective inhibition of RAS Q61H over other RAS isoforms via non-covalent binding interactions. Clinical development of RMC-0708 is subject to our continuing assessment of our portfolio priorities.
RMC-8839
RMC-8839 is designed as a RAS(ON) oral G13C-selective inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of KRAS G13C-bearing cancer cells and is engineered to covalently inactivate KRAS G13C for irreversible inhibition. Clinical development of RMC-8839 is subject to our continuing assessment of our portfolio priorities.
Other Development Opportunities
 
We have developed RAS companion inhibitors that are designed to suppress cooperating targets and pathways that sustain RAS-addicted cancers. These compounds include RMC-4630, which is designed as a potent and selective inhibitor of SHP2; RMC-5552, which is designed as a selective inhibitor of mTORC1 signaling in tumors; and RMC-5845, which is designed to target SOS1, a protein that plays a key role in converting RAS(OFF) to RAS(ON) in cells. Additional clinical development of our RAS companion inhibitors is subject to our continuing assessment of our portfolio priorities.

21

 

 
We are also developing preclinical next-generation programs that are designed to sustain our innovation platform beyond our current development-stage assets.
 
Tango Collaboration
 
In November 2024, we entered into a clinical trial collaboration and supply agreement with Tango Therapeutics, Inc. (Tango) pursuant to which Tango plans to sponsor clinical trials investigating its compound TNG462, a PRMT5 inhibitor, with each of daraxonrasib and zoldonrasib (the Tango Collaboration Agreement). Under the Tango Collaboration Agreement, Tango is generally responsible for conducting the trials and all associated costs and expenses (other than the supply of our compounds), and we will supply our compounds. Each party will retain commercial rights to its respective compounds, and the agreement is mutually non-exclusive.
 
Summit Collaboration
 
In June 2025, we entered into a clinical collaboration with Summit Therapeutics, Inc. (Summit) pursuant to which we plan to evaluate the safety and efficacy in multiple solid tumor settings of our clinical-stage RAS(ON) inhibitors, including daraxonrasib, elironrasib and zoldonrasib, in combination with Summit’s ivonescimab, a PD-1/VEGF bispecific antibody. Under the terms of the agreement, Summit will supply ivonescimab for clinical research and we will be the study sponsor. Each company will retain commercial rights to their respective compounds, and the agreement is mutually non-exclusive.
 
Aethon Collaboration
 
In March 2024, we entered into a collaboration agreement with Aethon Therapeutics, Inc. (Aethon) pursuant to which Aethon is conducting research related to use of novel bispecific antibodies to mount an immune attack directed at the cancer cells targeted by our RAS(ON) Inhibitors (the Aethon Collaboration Agreement). Pursuant to the Aethon Collaboration Agreement, we agreed to reimburse Aethon for preclinical activities, and we have an option to conduct any clinical or commercial development that may arise from the collaboration.
 
Break Through Cancer Collaboration
 
In November 2024, we entered into a collaboration with Break Through Cancer. The collaboration is designed to assess biopsy samples taken from patients receiving daraxonrasib in the investigational setting, with the goal of identifying biomarkers that could predict tumor response and how cancer cells adapt to the therapy. We believe this approach has the potential to provide important insights into the complex interplay of tumor biology and daraxonrasib response.
 
Iambic Collaboration
 
In May 2025, we entered into a collaboration with Iambic Therapeutics (Iambic), pursuant to which Iambic will use its artificial intelligence capabilities to generate customized models through training with our proprietary data. Our aim in this collaboration is to enhance our lead discovery and optimization processes directed against both current and new drug targets to enable continued development of our pipeline.
Financial Operations Overview
Research and development expenses
We substantially rely on third parties to conduct our preclinical studies, clinical trials and manufacturing. We estimate research and development expenses based on estimates of services performed, and we rely on third party contractors and vendors to provide us with timely and accurate estimates of expenses of services performed to assist us in these estimates. Research and development expenses consist primarily of costs incurred for the development of our product candidates and costs associated with identifying compounds through our discovery platform, which include:
• external costs incurred under agreements with third-party contract organizations, investigative clinical trial sites that conduct research and development activities on our behalf and consultants;

• costs related to the production of preclinical, clinical and pre-launch materials, including fees paid to contract manufacturers;

• laboratory and vendor expenses related to the execution of discovery programs, preclinical and clinical trials;

• employee-related expenses, which include salaries, benefits and stock-based compensation; and

• facilities and other expenses, which include allocated expenses for rent and maintenance of facilities, depreciation and amortization expense, information technology and other supplies.

22

 

We expense all research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors, collaborators and third-party service providers. Nonrefundable advance payments for goods or services to be received in future periods for use in research and development activities are deferred and recorded as prepaid assets. The prepaid amounts are then expensed as the related goods are delivered or as services are performed.
We expect our research and development expenses to increase for the foreseeable future as we continue to invest in discovering and developing product candidates and advancing product candidates into later stages of development, which may include conducting larger clinical trials. The process of conducting the necessary research and development and clinical trials to seek regulatory approval for product candidates is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result, we are unable to determine the duration and completion costs of our research and development projects or clinical trials or if and to what extent we will generate revenue from the commercialization and sale of any of our product candidates, if approved.
General and administrative expenses
General and administrative expenses consist primarily of personnel-related costs, consultants and professional services expenses, including legal, audit, accounting and human resources services, insurance, commercial preparation activities, allocated facilities and information technology costs, and other general operating expenses not otherwise classified as research and development expenses. Personnel-related costs consist of salaries, benefits and stock-based compensation. Facilities costs consist of rent, utilities and maintenance of facilities. We expect our general and administrative expenses to increase for the foreseeable future due to anticipated increases in operating and commercial preparation activities, which may result in increases in personnel-related costs associated with increased headcount, other administrative and professional services, and related overhead needed to support these efforts.
Interest income
Interest income primarily consists of interest earned on and accretion of our cash equivalents and marketable securities.
Interest and other income (expense), net
Interest and other income (expense), net, consists of non-cash interest expense associated with the sale of future royalties, and miscellaneous income and expenses unrelated to our core operations, including the impact of foreign currency exchange differences.
Results of operations
Comparison of the three and six months ended June 30, 2025 and 2024
 

 

 

Three Months Ended June 30,

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

2025

 

 

2024

 

 

Increase/
(decrease)

 

 

2025

 

 

2024

 

 

Increase/
(decrease)

 

 

 

(in thousands)

 

 

(in thousands)

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

224,134

 

 

$

134,932

 

 

$

89,202

 

 

$

429,883

 

 

$

252,953

 

 

$

176,930

 

General and administrative

 

 

40,580

 

 

 

21,711

 

 

 

18,869

 

 

 

75,591

 

 

 

44,549

 

 

 

31,042

 

Total operating expenses

 

 

264,714

 

 

 

156,643

 

 

 

108,071

 

 

 

505,474

 

 

 

297,502

 

 

 

207,972

 

Loss from operations

 

 

(264,714

)

 

 

(156,643

)

 

 

(108,071

)

 

 

(505,474

)

 

 

(297,502

)

 

 

(207,972

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

22,404

 

 

 

21,487

 

 

 

917

 

 

 

47,319

 

 

 

45,247

 

 

 

2,072

 

Interest and other income (expense), net

 

 

(899

)

 

 

16

 

 

 

(915

)

 

 

(909

)

 

 

(2,793

)

 

 

1,884

 

Change in fair value of warrant liabilities and contingent earn-out shares

 

 

(4,578

)

 

 

1,907

 

 

 

(6,485

)

 

 

(2,139

)

 

 

5,812

 

 

 

(7,951

)

Total other income, net

 

 

16,927

 

 

 

23,410

 

 

 

(6,483

)

 

 

44,271

 

 

 

48,266

 

 

 

(3,995

)

Loss before income taxes

 

 

(247,787

)

 

 

(133,233

)

 

 

(114,554

)

 

 

(461,203

)

 

 

(249,236

)

 

 

(211,967

)

Net loss

 

$

(247,787

)

 

$

(133,233

)

 

$

(114,554

)

 

$

(461,203

)

 

$

(249,236

)

 

$

(211,967

)

 

23

 

Research and development expenses
Our research and development efforts during the three and six months ended June 30, 2025 and 2024 were focused on our clinical development programs and our preclinical programs. The following table sets forth the components of our research and development expenses for the periods indicated:
 

 

 

Three Months Ended June 30,

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

2025

 

 

2024

 

 

Increase/
(decrease)

 

 

2025

 

 

2024

 

 

Increase/
(decrease)

 

 

 

(in thousands)

 

Third-party research and development expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical Development Programs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daraxonrasib (RMC-6236)

 

$

76,907

 

 

$

30,220

 

 

$

46,687

 

 

$

144,382

 

 

$

57,218

 

 

$

87,164

 

Zoldonrasib (RMC-9805)

 

 

23,515

 

 

 

14,715

 

 

 

8,800

 

 

 

47,983

 

 

 

26,675

 

 

 

21,308

 

Elironrasib (RMC-6291)

 

 

18,192

 

 

 

15,754

 

 

 

2,438

 

 

 

37,208

 

 

 

25,684

 

 

 

11,524

 

RAS companion inhibitors

 

 

67

 

 

 

1,601

 

 

 

(1,534

)

 

 

498

 

 

 

3,910

 

 

 

(3,412

)

Preclinical programs

 

 

25,457

 

 

 

19,367

 

 

 

6,090

 

 

 

46,810

 

 

 

37,439

 

 

 

9,371

 

Total third-party research and development expenses

 

 

144,138

 

 

 

81,657

 

 

 

62,481

 

 

 

276,881

 

 

 

150,926

 

 

 

125,955

 

Salaries and other employee-related expenses

 

 

41,170

 

 

 

26,328

 

 

 

14,842

 

 

 

78,364

 

 

 

51,490

 

 

 

26,874

 

Stock-based compensation expense

 

 

19,126

 

 

 

12,775

 

 

 

6,351

 

 

 

35,505

 

 

 

23,020

 

 

 

12,485

 

Amortization of intangible assets

 

 

267

 

 

 

267

 

 

 

—

 

 

 

534

 

 

 

534

 

 

 

—

 

Other research and development costs

 

 

19,433

 

 

 

13,905

 

 

 

5,528

 

 

 

38,599

 

 

 

26,983

 

 

 

11,616

 

Total research and development expense

 

$

224,134

 

 

$

134,932

 

 

$

89,202

 

 

$

429,883

 

 

$

252,953

 

 

$

176,930

 

Research and development expenses increased by $89.2 million, or 66%, during the three months ended June 30, 2025 compared to the same period in 2024. The increase in research and development expenses during the three months ended June 30, 2025 was primarily due to a $46.7 million increase in daraxonrasib expenses, primarily attributable to higher clinical trial expenses and manufacturing expenses for clinical and pre-commercial supply; a $14.8 million increase in salaries and other employee-related expenses due to increased headcount to support our research and development programs; a $8.8 million increase in zoldonrasib expenses, primarily attributable to higher clinical trial and clinical supply manufacturing expenses; a $6.4 million increase in stock-based compensation; a $6.1 million increase in preclinical research portfolio expenses; a $5.5 million increase in other research and development costs as a result of higher rent, utilities and information technology expenses associated with increased headcount; and a $2.4 million increase in elironrasib expenses, primarily attributable to higher clinical trial expenses; partially offset by a $1.5 million decrease in RAS companion inhibitor program costs.
Research and development expenses increased by $176.9 million, or 70%, during the six months ended June 30, 2025 compared to the same period in 2024. The increase in research and development expenses during the six months ended June 30, 2025 was primarily due to a $87.2 million increase in daraxonrasib expenses, primarily attributable to higher clinical trial expenses and manufacturing expenses for clinical and pre-commercial supply; a $26.9 million increase in salaries and other employee-related expenses due to increased headcount to support our research and development programs; a $21.3 million increase in zoldonrasib expenses, primarily attributable to higher clinical trial and clinical supply manufacturing expenses; a $12.5 million increase in stock-based compensation; a $11.6 million increase in other research and development costs as a result of higher rent, utilities and information technology expenses associated with increased headcount; a $11.5 million increase in elironrasib expenses, primarily attributable to higher clinical trial expenses; and a $9.4 million increase in preclinical research portfolio expenses; partially offset by a $3.4 million decrease in RAS companion inhibitor program costs.
General and administrative expenses
General and administrative expenses increased by $18.9 million, or 87%, during the three months ended June 30, 2025 compared to the same period in 2024. The increase in general and administrative expenses during the three months ended June 30, 2025 was primarily due to a $6.5 million increase in salaries and other employee-related expenses due to increased headcount; a $5.3 million increase in commercial preparation expenses; a $2.7 million increase in stock-based compensation expense; a $1.7 million increase in facilities and other allocated expenses as a result of higher rent, utilities and information technology expenses associated with increased headcount; a $1.3 million increase in other administrative costs; and a $1.0 million increase in legal fees.
General and administrative expenses increased by $31.0 million, or 70%, during the six months ended June 30, 2025 compared to the same period in 2024. The increase in general and administrative expenses during the six months ended June 30, 2025 was primarily due to a $10.2 million increase in salaries and other employee-related expenses due to increased headcount; a $8.9 million increase in commercial preparation expenses; a $5.4 million increase in stock-based compensation expense; a $2.6 million increase in facilities and other allocated expenses as a result of higher rent, utilities and information technology expenses associated with increased headcount; a $1.4 million increase in recruiting fees; and a $1.3 million increase in legal fees.

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Interest income
Interest income increased by $0.9 million during the three months ended June 30, 2025 compared to the same period in 2024 and increased by $2.1 million during the six months ended June 30, 2025 compared to the same period in 2024 due to a larger cash, cash equivalents and marketable securities balance.
 
Liquidity and Capital Resources
In November 2021, we entered into a sales agreement with TD Securities (USA) LLC (f/k/a Cowen and Company LLC) (TD Cowen), as amended in March 2024, to sell shares of our common stock, from time to time, with aggregate gross proceeds of up to $250 million, through an at-the-market equity offering program (the 2021 ATM). During the year ended December 31, 2024, we sold an aggregate of 1,294,050 shares of common stock under the 2021 ATM, resulting in gross proceeds of $60.8 million. In August 2024, we terminated the 2021 ATM and entered into a new sales agreement with TD Cowen to sell shares of our common stock, from time to time, with aggregate gross proceeds of up to $500 million, through an at-the-market equity offering program (the 2024 ATM). Through December 31, 2024, we have sold an aggregate of 1,147,893 shares of common stock under the 2024 ATM, resulting in gross proceeds of $60.4 million. During the six months ended June 30, 2025, we did not sell any shares of common stock in ATM offerings.
In November 2023, we completed the acquisition (the EQRx Acquisition) of EQRx, Inc. (EQRx) and issued 54,786,528 shares of common stock in the transaction in which we received $1.1 billion in net cash, cash equivalents and marketable securities after deducting EQRx wind-down and transition costs.
In December 2024, we issued and sold in an underwritten public offering (i) 16,576,088 shares of our common stock at a price to the public of $46.00 per share and (ii) pre-funded warrants to certain investors to purchase an aggregate of 2,173,917 shares of our common stock at a price of $45.9999 per pre-funded warrant. Each pre-funded warrant is exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Total net proceeds from the offering were $823.0 million, after deducting underwriting discounts and commissions of $38.8 million and expenses of $0.6 million.
In June 2025, we entered into a revenue participation right purchase and sale agreement (the Royalty Purchase Agreement) with Royalty Pharma Investments 2019 ICAV (Royalty Pharma). Pursuant to the Royalty Purchase Agreement, in exchange for an upfront payment of $250.0 million, Royalty Pharma purchased from us the right to receive royalty payments with respect to worldwide net product sales in a calendar year (Annual Net Sales) of (a) RMC-6236 Products and (b) RMC-9805 Products, if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved. In addition, under the Royalty Purchase Agreement, Royalty Pharma has agreed to purchase up to an additional $1.0 billion in synthetic royalty funding divided into four additional tranches of up to $250.0 million. Each of these tranches is subject to the satisfaction of certain triggers, and three of these tranches, or $750.0 million in the aggregate, are available at our election, provided the relevant trigger events have occurred.
The Royalty Payments (if any) in respect of Annual Net Sales of RMC-6236 Products in the United States will end 15 years after the first commercial sale of an RMC-6236 Product in the United States. The Royalty Payments (if any) in respect of Annual Net Sales of RMC-9805 Products in the United States will end 15 years after the earlier to occur of (i) the date that an RMC-9805 Product is approved in an overlapping indication with an RMC-6236 Product in the United States and (ii) the first commercial sale of an RMC-6236 Product in the United States. The Royalty Payments (if any) in respect of Annual Net Sales of RMC-6236 Products outside the United States will end 15 years after the first commercial sale of an RMC-6236 Product in the European Union. The Royalty Payments (if any) in respect of Annual Net Sales of the RMC-9805 Products outside the United States will end 15 years after the earlier to occur of (i) the date that an RMC-9805 Product is approved in an overlapping indication with an RMC-6236 Product by the European Medicines Agency and (ii) the first commercial sale of an RMC-6236 Product in the European Union.
For additional information regarding the Royalty Purchase Agreement (including information regarding the trigger events related to particular tranches and the applicable tiered revenue payments), see “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
In June 2025, we entered into a loan agreement (the Loan Agreement) with Wilmington Trust, National Association as administrative agent and Royalty Pharma Development Funding, LLC, as a lender. The Loan Agreement provides for a term loan facility of up to $750.0 million (the Term Loan Facility), consisting of three tranches, one of which must be drawn and the other two of which may be drawn at our option during certain commitment periods, subject to the satisfaction or waiver of certain terms and conditions.
The Term Loan Facility matures on the earlier of (i) the six-year anniversary of the date on which the first tranche is funded, and (ii) December 31, 2032. The term loans bear interest at a floating per annum rate equal to (a) the three-month term SOFR (subject to a 3.5% floor), plus (b) 5.75%, payable on a quarterly basis. We are required to pay an upfront fee equal to 2.0% of the term loans drawn on each funding date.

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For additional information regarding the Term Loan Facility (including information regarding the terms and conditions related to the three tranches of funding), see “Note 9. Term loan facility” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
To date, our operations have been financed primarily by our public offerings of common stock, the EQRx Acquisition, the Royalty Purchase Agreement, and $188.7 million received under the Sanofi Agreement from June 2018 through June 2023 for upfront payments and for research and development cost reimbursement.
As of June 30, 2025, we had $2.1 billion in cash, cash equivalents and marketable securities.
As of June 30, 2025, we had an accumulated deficit of $2.2 billion. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our product candidates and our pre-clinical research portfolio, and to a lesser extent, general and administrative and commercial preparation expenditures. We expect our expenses to continue to increase in connection with our ongoing activities, particularly as we continue to advance our product candidates into later stages of development, which includes conducting larger clinical trials, and increase our efforts to prepare to become a commercial-stage company.
We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our planned operations for at least 12 months following the date of this Quarterly Report on Form 10-Q. The timing and amount of our future funding requirements depends on many factors, including:
• the scope, progress, results and costs of researching and developing our product candidates and programs, and of conducting preclinical studies and clinical trials;

• the cost of manufacturing our current and future product candidates for clinical trials in preparation for marketing approval and in preparation for commercialization;

• the timing of, and the costs involved in, obtaining marketing approvals for our product candidates if clinical trials are successful;

• the cost of commercialization activities for our product candidates, whether alone or in collaboration, including marketing, sales and distribution costs if any product candidate is approved for sale;

• our ability to establish and maintain strategic licenses or other arrangements and the financial terms of such agreements;

• the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation;

• the timing, receipt and amount of sales of, profit share or royalties on, our product candidates, if approved;

• the emergence of competing cancer therapies or other adverse market developments; and

• any plans to acquire or in-license other programs or technologies.

We will require substantial additional funds for our development efforts for our current and future programs and to prepare for their potential commercialization. Other than the Royalty Purchase Agreement and the Term Loan Facility (which provide for additional funding subject to certain terms and conditions and trigger events), we do not have any committed external source of funds or other support for these activities, and we may finance our cash needs through additional funding under the Royalty Purchase Agreement, the Term Loan Facility and/or a combination of public or private equity offerings, debt financings, other credit or loan facilities, acquisitions, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. If we need to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to (i) delay, limit, reduce the scope of or terminate one or more of our preclinical studies, clinical trials, or other research and development activities or eliminate one or more of our development programs altogether; or (ii) delay, limit, reduce the scope of or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary to commercialize any future approved products, or reduce our flexibility in developing or maintaining our sales and marketing strategy.

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Cash Flows
The following table summarizes our consolidated cash flows for the periods indicated:
 

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

(416,192

)

 

$

(288,727

)

Investing activities

 

 

18,327

 

 

 

(140,022

)

Financing activities

 

 

257,457

 

 

 

8,314

 

Net change in cash and cash equivalents

 

$

(140,408

)

 

$

(420,435

)

 
Cash used in operating activities
During the six months ended June 30, 2025, cash used in operating activities of $416.2 million was attributable to a net loss of $461.2 million and a net change of $1.9 million in our operating assets and liabilities and $46.9 million in non-cash charges. The change in operating assets and liabilities was primarily due to a $12.4 million increase in accrued expenses and other current liabilities, a $5.8 million increase in noncurrent liabilities and a $0.5 million increase in accounts payable, offset by a $16.5 million increase in other noncurrent assets, a $3.1 million decrease in operating lease liability and a $0.9 million increase in prepaid expenses and other current assets. The non-cash charges primarily consisted of stock-based compensation expense of $53.9 million, depreciation and amortization of $4.0 million, amortization of operating lease right-of-use asset of $3.5 million, a $2.1 million change in fair value of warrant liability and a $0.9 million non-cash interest expense on liability related to sale of future royalties, offset by net amortization of premium on marketable securities of $17.6 million.
During the six months ended June 30, 2024, cash used in operating activities of $288.7 million was attributable to a net loss of $249.2 million and a net change of $52.0 million in our operating assets and liabilities and $12.5 million in non-cash charges. The change in operating assets and liabilities was primarily due to a $33.0 million decrease in accounts payable; an $8.9 million increase in prepaid expenses and other current assets; a $6.6 million decrease in accrued expenses and other current liabilities; and an increase in other noncurrent assets by $4.0 million, offset by a $1.3 million decrease in accounts receivable. The non-cash charges primarily consisted of stock-based compensation expense of $36.0 million; depreciation and amortization of $3.7 million; a $2.8 million impairment of a long term asset acquired as part of the EQRx Acquisition; amortization of operating lease right-of-use asset of $1.8 million, offset by net amortization of premium on marketable securities of $26.1 million and a $5.8 million change in fair value of warrant liabilities and contingent earn-out shares.
Cash provided by (used in) investing activities
During the six months ended June 30, 2025, cash provided by investing activities of $18.3 million was comprised of maturities of marketable securities of $1.1 billion and sale of marketable securities of $6.4 million partially offset by purchases of marketable securities of $1.0 billion and purchases of property and equipment of $10.7 million.
During the six months ended June 30, 2024, cash used in investing activities of $140.0 million was comprised of maturities of marketable securities of $942.1 million partially offset by purchases of marketable securities of $1.1 billion and purchases of property and equipment of $5.6 million.
Cash provided by financing activities
During the six months ended June 30, 2025, cash provided by financing activities comprised primarily of $250.0 million in proceeds from the sale of future royalties, $4.6 million in proceeds from the issuance of common stock related to our 2020 Employee Stock Purchase Plan (the ESPP) and $2.8 million in proceeds from the issuance of common stock upon the exercise of stock options.
During the six months ended June 30, 2024, cash provided by financing activities comprised of $5.2 million in proceeds from the issuance of common stock upon the exercise of stock options and $3.2 million in proceeds from the issuance of common stock related to our ESPP.

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Contractual Obligations and Commitments
We have contractual obligations related to our office and laboratory space lease in Redwood City, California, described in “Note 7. Commitments and contingencies” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We enter into agreements in the ordinary course of business with contract research organizations for clinical trials, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical studies and other services and products for operating purposes which are generally cancelable at any time by us upon 30 to 90 days prior written notice.
In June 2025, the Company entered into the Royalty Purchase Agreement with Royalty Pharma. Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered royalty payments on worldwide net product sales of daraxonrasib and zoldonrasib, if zoldonrasib is approved for the same indication or subset of the same indication for which daraxonrasib is approved. For additional information regarding the Royalty Purchase Agreement, see “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Indemnification Agreements
We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments we could be required to make under these arrangements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these agreements is minimal.
Critical Accounting Policies, Significant Judgments and Use of Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported 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.
For a discussion of our critical accounting estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2024 Form 10-K. There have been no material changes to these critical accounting estimates since the 2024 Form 10-K apart from the estimates for future royalties as described in “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Recent accounting pronouncements
For a description of the expected impact of recent accounting pronouncements, see “Note 2. Summary of significant accounting policies” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

28

 

Item 3. Quantitative and Qualitati ve Disclosures About Market Risk.
Interest rate risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. 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. To achieve our objectives, we maintain a portfolio of investments in a variety of securities of high credit quality and short-term duration, invested in compliance with our policy.
We held cash, cash equivalents and marketable securities of $2.1 billion and $2.3 billion as of June 30, 2025 and December 31, 2024, respectively, which consisted of bank deposits, money market funds, U.S. government debt securities, U.S. government agency bonds, commercial paper and corporate bonds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations in interest income have not been significant for us. Due to the short-term maturities of our cash equivalents and marketable securities, an immediate one percent change in interest rates would not have a material effect on the fair value of our cash equivalents and marketable securities.
Foreign currency risk
Our expenses are generally denominated in U.S. dollars. However, we have entered into a limited number of contracts with vendors for research and development services with payments denominated in foreign currencies, including the Euro, British Pound and Chinese Yuan. We are subject to foreign currency transaction gains or losses on our contracts denominated in foreign currencies. To date, foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not had a formal hedging program with respect to foreign currency. A 10% increase or decrease in current exchange rates would not have a material effect on our financial results.
Item 4. Control s and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our President, Chief Executive Officer and Director and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2025. Based on the evaluation, our President, Chief Executive Officer and Director and our Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were, in design and operation, effective to the reasonable assurance level.
Changes in internal control over financial reporting
There were no changes in our internal controls 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 three and six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness over financial reporting
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

29

 

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 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. Ri sk Factors.
 
Summary of Material Risks Associated with Our Business
 
The principal risks and uncertainties affecting our business include the following:
• We are a clinical-stage precision oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability, which, together with our limited operating history, makes it difficult to assess our future viability.

• We have never generated revenue from product sales and may never be profitable.

• We will require substantial additional financing to achieve our goals, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts.

• Our business is dependent on the successful development of our current and future product candidates. If we are unable to advance our current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any of our product candidates, or we experience significant delays in doing so, our business will be materially harmed.

• Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize our product candidates on a timely basis or at all, which would have an adverse effect on our business.

• Historically, direct inhibition of any RAS protein has been challenging due to a lack of tractable, or “druggable,” binding pockets. Given this approach is unproven, it may not be successful.

• The results of preclinical studies and early-stage clinical trials may not be predictive of future results.

• If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise be adversely affected.

• We and our collaborators are currently developing and may in the future develop, our product candidates in combination with other therapies, which exposes us to additional risks.

• We face significant competition, and if our competitors develop and market products that are more effective, safer or less expensive than our product candidates, our commercial opportunities will be negatively impacted.

• If we and our collaborators are unable to obtain and maintain sufficient patent and other intellectual property protection for our product candidates and technology, our competitors could develop and commercialize products and technology similar or identical to ours, and we may not be able to compete effectively in our market or successfully commercialize any of our current or future product candidates.

 
The summary risk factors described above should be read together with the text of the full risk factors below in the section entitled “Risk Factors” and the other information set forth in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. The risks summarized above or described below are not the only risks that we face. Additional risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially and adversely affect our business, competitive position, financial condition, results of operations, cash flows and growth prospects.
 
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Quarterly Report on Form 10-Q, including our financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below or other risks we face could materially

30

 

and adversely affect our business, competitive position, financial condition, results of operations, cash flows and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and the market price of our common stock.

Risks related to our limited operating history, financial position and need for additional capital

We are a clinical-stage precision oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability, which, together with our limited operating history, makes it difficult to assess our future viability.

Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We are a clinical-stage precision oncology company, and we have only a limited operating history upon which you can evaluate our business and prospects. We currently have no products approved for commercial sale, have not generated any revenue from sales of products and have incurred losses in each year since our inception in October 2014. In addition, we have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical industry.

Since our inception, we have incurred significant net losses. Our net losses were $600.1 million, $436.4 million and $248.7 million, for the years ended December 31, 2024, 2023 and 2022, respectively. As of June 30, 2025, we had an accumulated deficit of $2.2 billion. We have funded our operations to date primarily with proceeds from the sale of common stock and preferred stock, the acquisition of EQRx, Inc. (EQRx), and the Royalty Purchase Agreement, as well as upfront payments and research and development cost reimbursement received under our collaboration agreement with Genzyme Corporation, an affiliate of Sanofi (the Sanofi Agreement). The Sanofi Agreement was terminated in June 2023, and Sanofi has no further reimbursement obligations following this termination. To date, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, acquiring and discovering development programs, securing intellectual property rights and conducting discovery, research and development activities for our programs. We have not yet demonstrated our ability to successfully complete any clinical trials, including pivotal clinical trials, obtain marketing approvals, manufacture a commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Our product candidates will require substantial additional development time and resources before we will be able to apply for or receive regulatory approvals and, if approved, begin generating revenue from product sales. We expect to continue to incur significant expenses and operating losses for the foreseeable future.

We have never generated revenue from product sales and may never be profitable.

Our ability to generate revenue from product sales and achieve profitability depends on our ability, alone or with our collaboration partners, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, our development programs. We do not anticipate generating revenue from product sales for the next several years, if ever. Our ability to generate future revenue from product sales depends heavily on our, and any potential future collaborators’, success in:
• completing clinical and preclinical development of product candidates and programs and identifying and developing new product candidates;

• seeking and obtaining marketing approvals for our product candidates;

• launching and commercializing product candidates for which we obtain marketing approval by establishing a sales force, marketing, medical affairs and distribution infrastructure or, alternatively, collaborating with a commercialization partner;

• achieving adequate coverage and reimbursement by third-party payors for our product candidates;

• establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support clinical development and the market demand for our product candidates, if approved;

• obtaining market acceptance of our product candidates as viable treatment options, if approved;

• addressing any competing technological and market developments;

• negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter and performing our obligations under such collaborations;

• maintaining, protecting, enforcing and expanding our portfolio of intellectual property rights, including patents, trademarks, trade secrets and know-how;

31

 

• defending against third-party interference, infringement or other intellectual property-related claims, if any; and

• attracting, hiring and retaining qualified personnel.

Even if one or more of our product candidates is approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate, including prior to a potential launch of any approved product candidate. Our expenses could increase beyond expectations if we are required by the U.S. Food and Drug Administration (the FDA), the European Medicines Agency (the EMA) or other regulatory agencies to perform clinical trials or studies in addition to those that we currently anticipate. Even if we are able to generate revenue from the sale of any approved products, we may not become profitable and may need to obtain additional funding to continue operations.

We will require substantial additional financing to achieve our goals, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts.

Our operations have consumed substantial amounts of cash since our inception. Since our inception, we have invested a significant portion of our efforts and financial resources in research and development activities for our initial preclinical and clinical product candidates.

Preclinical studies, clinical trials and additional research and development activities will require substantial funds to complete. As of June 30, 2025, we had cash, cash equivalents and marketable securities of $2.1 billion. Through June 30, 2025, we have raised $2.1 billion in underwritten public offerings, net of underwriting discounts and commissions and offering expenses and have completed sales generating $246.4 million in gross proceeds pursuant to at-the-market equity offering programs. In June 2025, we received $250.0 million of gross proceeds under the Royalty Purchase Agreement, and subject to our meeting certain terms and conditions, including certain commercial milestones and other trigger events, additional capital may be available under the Loan Agreement and the Royalty Purchase Agreement (see Notes 8 and 9 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information). The EQRx Acquisition added $1.1 billion to our working capital in 2023. We expect to continue to spend substantial amounts to continue the preclinical and clinical development of our current and future programs and to prepare for their potential commercialization. If we are able to gain marketing approval for our product candidates, we will require significant additional amounts of cash in order to launch and commercialize our product candidates, if approved, to the extent that their launch and commercialization are not the responsibility of another collaborator that we may contract with in the future. In addition, other unanticipated costs may arise. Because the design and outcome of our current, planned and potential future clinical trials is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates.

The timing and amount of our future funding requirements depends on many factors, including:
• the scope, progress, results and costs of researching and developing our product candidates and programs, and of conducting preclinical studies and clinical trials;

• the cost of manufacturing our current and future product candidates for clinical trials in preparation for marketing approval and in preparation for commercialization;

• the timing of, and the costs involved in, obtaining marketing approvals for our product candidates if clinical trials are successful;

• the cost of commercialization activities for our product candidates, whether alone or in collaboration, including marketing, sales and distribution costs if any product candidate is approved for sale;

• our ability to establish and maintain strategic licenses or other arrangements and the financial terms of such agreements;

• the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation;

• the timing, receipt and amount of sales of, profit share or royalties on, our product candidates, if approved;

• the emergence of competing cancer therapies or other adverse market developments; and

• any plans to acquire or in-license other programs or technologies.

We will require substantial additional funds for our development efforts for our current and future programs and to prepare for their potential commercialization. Other than the Royalty Purchase Agreement and the Term Loan Facility (which provide for additional funding subject to certain terms and conditions and trigger events), we do not have any committed external source of funds or other support for these activities, and we may finance our cash needs through additional funding under the Royalty Purchase Agreement, the Term Loan Facility and/or a combination of public or private equity offerings, debt financings, other credit or loan facilities,

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acquisitions, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond our control.

If we need to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to:
• delay, limit, reduce the scope of or terminate one or more of our preclinical studies, clinical trials, or other research and development activities or eliminate one or more of our development programs altogether; or

• delay, limit, reduce the scope of or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary to commercialize any future approved products, or reduce our flexibility in developing or maintaining our sales and marketing strategy.

The Royalty Pharma Agreements place restrictions on our operating and financial flexibility. If we fail to comply with certain covenants in the Royalty Pharma Agreements, our financial condition and results of operations may be harmed.
In June 2025, we entered into the Royalty Purchase Agreement with Royalty Pharma and the Loan Agreement with an affiliate of Royalty Pharma and Wilmington Trust, National Association, as the administrative agent (collectively, the Royalty Pharma Agreements). The Royalty Pharma Agreements contain various customary covenants that impose on us certain obligations with respect to payment, reporting, intellectual property, certain license agreements, and certain other actions, as well as indemnification obligations. Compliance with these covenants may limit our flexibility in operating our business and our ability to take actions that might otherwise be advantageous to us and our stockholders.
Under the Royalty Purchase Agreement, we have diligence obligations with respect to certain clinical trials, regulatory submissions and marketing approvals. There are also covenants that, among other things and subject to certain conditions, limit our ability to create or incur certain liens or dispose of certain assets related to the RMC-6236 Products. Pursuant to the Royalty Purchase Agreement, we have granted to Royalty Pharma a back-up security interest in certain assets to secure our obligations under the Royalty Purchase Agreement. If we are unable to comply with our obligations, Royalty Pharma may be entitled to take possession of such assets, which could significantly harm our business, financial condition and results of operations.
 
The Loan Agreement also subjects us to various customary covenants that limit our ability to, among other activities (but subject to certain customary exceptions): (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt; (iii) transfer or sell assets; (iv) create liens; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our subsidiaries; and (vii) merge, consolidate or effect other fundamental changes.
 
Any indebtedness we incur, including under the Loan Agreement, combined with our other financial obligations and contractual commitments could have significant adverse consequences, including:
• requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product candidate development and other general corporate purposes;

• increasing our vulnerability to adverse changes in general economic, industry and market conditions;

• subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financings;

• increasing our need to meet minimum net sales requirements when our future sales are uncertain;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

• placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

We intend to satisfy our current and future debt service obligations with our then-existing cash and cash equivalents. However, we may not have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under the Loan Agreement or any other debt instruments. Failure to satisfy our current and future debt obligations, including covenants to take or avoid specific actions, under the Loan Agreement could result in an event of default and, as a result, the lender(s) could accelerate all of the amounts due, and the lender(s) could seek to enforce their security interests in any collateral securing such indebtedness. The lender(s) under the Loan Agreement have rights senior to our stockholders in receiving proceeds from a liquidation. In addition, the covenants under the Loan Agreement, and the pledge of our assets (including our intellectual property) as collateral could limit our ability to obtain additional debt financing. If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.

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Our operating results may fluctuate significantly, which will make our future results difficult to predict and could cause our results to fall below expectations.
 
Our quarterly and annual operating results may fluctuate significantly, which will make it difficult for us to predict our future results. These fluctuations may occur due to a variety of factors, many of which are outside of our control and may be difficult to predict, including:
• the timing and cost of, and level of investment in, research, development and commercialization activities, which may change from time to time;

• the timing and status of enrollment for our clinical trials;

• the timing of regulatory approvals, if any, in the United States and internationally;

• the timing of expanding our operational, financial and management systems and personnel, including personnel to support our clinical development, quality control, manufacturing and commercialization efforts and our operations as a public company;

• the cost of manufacturing, as well as building out our supply chain, which may vary depending on the quantity of productions, the terms of any agreements we enter into with third-party suppliers and tariffs that may apply;

• the timing and amount of any milestone, royalty or other payments due under any current or future collaboration or license agreements;

• the timing and level of royalty payments under the Royalty Purchase Agreement;

• coverage and reimbursement policies with respect to any future approved products, and potential future drugs that compete with our products;

• the timing and costs to establish sales, marketing, medical affairs and distribution infrastructure to commercialize any products for which we may obtain marketing approval and intend to commercialize on our own or jointly with one or more collaborators;

• expenditures that we may incur to acquire, develop or commercialize additional products and technologies;

• the level of demand for any future approved products, which may vary significantly over time;

• future accounting pronouncements or changes in our accounting policies; and

• the timing and success or failure of preclinical studies and clinical trials for our product candidates or competing product candidates, or any other change in the competitive landscape of our industry, including consolidation among our competitors or collaboration partners.

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or operating guidance we may provide.

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Risks related to product development and regulatory process