10-K – 2026-02-23 – smmt-20251231.htm

Due to the Company’s full valuation allowance, the unrecognized tax benefits are not expected to materially impact the Company’s effective tax rate when recognized or significantly increase or decrease in the next 12 months. In addition, the
107

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Company’s policy is to recognize interest and penalties related to uncertain tax positions as part of its income tax provision. However, for the years ended December 31, 2025 and 2024, the Company had no interest or penalties related to unrecognized tax benefits because any potential disallowance would not result in current tax but only result in a reduction to the Company’s net operating loss carryforwards.

Loss Before Income Taxes

The components of the Company’s loss before income taxes are as follows:

Year Ended December 31,
2025 2024 2023
Foreign $ ( 326,729 ) $ ( 199,040 ) $ ( 499,810 )
United States ( 752,857 ) ( 22,275 ) ( 115,118 )
Loss before income taxes $ ( 1,079,586 ) $ ( 221,315 ) $ ( 614,928 )

Deferred Income Taxes

The Company has not recognized a current or deferred provision for federal, state or non-United States income taxes in either of the years ending December 31, 2025 or December 31, 2024.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.

The major components of deferred tax assets and liabilities are as follows:

Year Ended December 31,
2025 2024
Deferred tax assets:
Net operating loss carryforward $ 73,583   $ 59,413  
Research and development credit carryforward 16,092   7,869  
Stock-based compensation 32,158   14,001  
Section 174 Research and Development Capitalization 11,034   14,167  

Other 711   475  
Total deferred tax assets 133,578   95,925  

Deferred tax liabilities:

Other ( 417 ) ( 337 )
Total deferred tax liabilities ( 417 ) ( 337 )

Net deferred tax assets before valuation allowance 133,161 95,588
Valuation allowance ( 133,161 ) ( 95,588 )
Deferred tax, net $ —   $ —  

For the year ended December 31, 2025 and 2024, the Company recorded a deferred tax asset of $ 133,578 and $ 95,925 , respectively.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards, research and development credits, stock-based compensation expense, and research and development costs capitalized for tax purposes. Management has considered the Company’s history of cumulative net losses in each taxing jurisdiction, estimated future taxable income, as well as prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the tax benefits in each
108

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

jurisdiction. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2025 and 2024, respectively. The Company reevaluates the positive and negative evidence at each reporting period.

The changes in the valuation allowance during the years ended December 31, 2025, 2024 and 2023 primarily related to net operating loss carryforwards and capitalized research and development expenses.

The change in the valuation allowance was as follows:

Year Ended December 31,
2025 2024 2023
Valuation allowance as of beginning of year $ ( 95,588 ) $ ( 84,751 ) $ ( 64,016 )

Net increases recorded to income tax provision ( 37,573 ) ( 10,837 ) ( 20,735 )
Valuation allowance as of end of year $ ( 133,161 ) $ ( 95,588 ) $ ( 84,751 )

Net Operating Loss and Tax Credit Carryforwards

As of December 31, 2025 and 2024, the Company had U.S. Federal gross operating loss carryforwards of approximately $ 93,210 and $ 44,270 , respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely but generally limits the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). In addition, the Company has approximately $ 21,335 in U.S. State gross loss carryforwards which expire through various dates through 2044.

As of December 31, 2025, the Company had an estimated U.S. federal and state research and development tax credit carryforwards of $ 15,565 and $ 5,002 , respectively, which may be available to offset future tax liabilities, and each begin to expire in 2041 and 2037, respectively.

As of December 31, 2025 and 2024, the Company had U.K. gross operating loss carryforwards of approximately $ 211,096 and $ 198,653 respectively, which may be available to offset future income tax liabilities. To the extent that U.K. taxable profits exceed £5,000 in each year, the loss available to utilize against profits in excess of £5,000 will be restricted to 50%. The U.K. loss carryforwards do not lapse and therefore, the full amount will be relieved over time provided there are sufficient profits against which the losses can be utilized.

Utilization of the U.S. net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in the loss of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization.

U.K. tax losses are subject to additional restrictions where there is a change in ownership in the business and certain other conditions are met. An ownership change of a U.K. tax resident company would occur where (directly or indirectly) a single person acquires more than half of the ordinary share capital of a company, or two or more persons each acquire a holding of at least 5% of the ordinary share capital of a company and these holdings together amount to more than half the ordinary share capital of a company. Where a change in ownership has occurred, and within three years prior to that change in ownership and five years afterwards, there is a major change in the nature and conduct of trade of that company or the trade of that business becomes small or negligible, any losses carried forward will be extinguished from the point of the change in ownership. In addition, losses accrued subsequent to April 1, 2017 will be extinguished on a change of ownership when there is a major change in the nature or conduct of a company’s business, or where there is a major change in the scale of that business, or a company ceases to carry on a particular trade or business. The Company has not completed a study to assess whether a change of ownership has occurred since its formation, or whether there has been a major change in the Company ’ s business that would
109

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

restrict the U.K. tax losses. Any limitation may result in the loss of a portion of the net operating loss carryforwards before utilization.

Deemed U.S. Income Inclusions

The TCJA created a requirement that US corporations include in income earnings of certain controlled foreign corporations under the global intangible low taxed income (“GILTI”) regime. Pursuant to the FASB Staff Q&A, Topic 740 No.5. Accounting for Global Intangible Low-taxed Income, the Company is allowed to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as period expense only. The Company has elected to account for GILTI in the year the tax is incurred and include the current tax impact of GILTI in the effective tax rate. Given the Company’s loss position in the U.S. and the valuation allowance recorded against its U.S. net deferred tax assets, these provisions have not had a material impact on the Company’s consolidated financial statements.

Annual Effective Tax Rate Reconciliation

A reconciliation of the Company’s effective tax rate to the U.S. federal statutory rate is as follows:

Year Ended December 31,
2025 2024 2023
Tax at federal statutory rate ( 226,702 ) 21.0   % ( 46,476 ) 21.0   % ( 129,048 ) 21.0   %
State income tax, net of federal tax benefit — —   % ( 17 ) —   % — —   %
Research and development credits ( 6,828 ) 0.6   % ( 4,782 ) 2.2   % ( 2,275 ) 0.4   %
Nontaxable or nondeductible Items
Stock-based compensation 134,033 ( 12.4 ) % ( 130 ) 0.1   % 2,978 ( 0.5 ) %
Other 299 —   % 77 —   % 521 ( 0.1 ) %
Foreign Tax Effects
Cayman Islands Statutory income tax rate differential
67,969 ( 6.3 ) % 41,570 ( 18.8 ) % 104,282 ( 17.0 ) %
Other foreign jurisdictions 644 ( 0.1 ) % 229 ( 0.1 ) % 678 ( 0.1 ) %
Changes in unrecognized tax benefits 1,357 ( 0.1 ) % 956 ( 0.4 ) % 800 ( 0.1 ) %
Change in valuation allowance 29,228 ( 2.7 ) % 8,573 ( 4.0 ) % 22,064 ( 3.6 ) %
Total
$ —   —   % $ —   —   % $ —   —   %

Unrecognized Tax Benefit Reconciliation

The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2025, 2024, and 2023, the Company had total unrecognized tax benefits of $ 3,903 , $ 2,122 , and $ 1,064 , respectively.

A reconciliation of unrecognized tax benefits from continuing operations is as follows:

Year Ended December 31,
2025 2024 2023
Unrecognized tax benefits, beginning of year $ 2,122   $ 1,064   $ —  
Increases related to prior year tax positions 592   122   610  

Increases related to current year tax positions 1,189   936   454  
Unrecognized tax benefits, end of year $ 3,903   $ 2,122   $ 1,064  

110

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Audit Examinations

In the U.S., the Company files a Federal consolidated income tax return and income tax returns in various states. In the U.S., the filings for tax years from 2020 remain subject to examination by the U.S. Internal Revenue Service and state tax authorities. The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction for years 2020 through present. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. In the U.K., tax returns for the year ended December 31, 2023 remains subject to examination by HMRC.

Legislative Impacts

On July 4, 2025, H.R. 1, a U.S. budget reconciliation bill, was signed into law. The Company has assessed the provisions of the new legislation and has integrated the resulting impacts into its effective income tax rate. Management has concluded that the bill does not have an impact on the Company's consolidated financial statements for the current period.

7. Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share:

Year Ended December 31,

2025 2024 2023
Net loss $ ( 1,079,586 ) $ ( 221,315 ) $ ( 614,928 )

Basic and diluted weighted average number of shares of common stock outstanding 747,702,265   718,541,896   619,646,180  

Basic net loss per share $ ( 1.44 ) $ ( 0.31 ) $ ( 0.99 )
Diluted net loss per share $ ( 1.44 ) $ ( 0.31 ) $ ( 0.99 )

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the diluted net loss by the weighted-average number of common shares outstanding for the period, including potentially dilutive common shares. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all potential common share equivalents outstanding would have been antidilutive.

Because the 2023 Rights Offering (see Note 13) exercise price of $ 1.05 per share was less than the closing price of $ 1.82 per share on March 1, 2023, the expiration, the Company has retroactively adjusted earnings per share and the weighted average number of shares outstanding for the bonus element for the year ended December 31, 2023.

The following potentially dilutive securities were excluded from the computation of the diluted net loss per share of common stock for the periods presented because their effect would have been anti-dilutive:

Year Ended December 31,

2025 2024 2023
Options to purchase common stock 115,614,728 68,920,334 54,209,289
Warrants — 4,629,988 5,015,642
Shares expected to be purchased under employee stock purchase plan 65,905 86,550 155,163
Total
115,680,633 73,636,872 59,380,094

Stock options that are outstanding and contain improbable vesting criteria are excluded from the presentation of common stock equivalents outstanding in the table above.

111

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

8. Goodwill

In December 2017, the Company expanded its activities in the field of infectious diseases with the acquisition of Discuva Limited, a privately held United Kingdom-based company. Through this acquisition, the Company obtained a bacterial genetics platform and a suite of software-based technologies, which facilitates the discovery and development of new mechanism antibiotics. This resulted in the recognition of goodwill of £ 1.5  million, which is translated into U.S. dollars at each reporting period.

As of December 31, 2025 and 2024, goodwill was $ 2,001 and $ 1,864 , respectively. Changes year over year are the result of changes in foreign currency.

The Company assesses goodwill for impairment on an annual basis as of December 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired. As of December 31, 2025, the Company performed its annual impairment assessment of goodwill and determined that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount. The Company has recorded no goodwill impairment charges to date.

9. Fair Value Measurements and Short-Term Investments

The following tables sets forth the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024:

December 31, 2025

Fair Value Hierarchy Level Amortized Cost Unrealized Gain Unrealized (Loss) Credit (Loss) Fair Value
Financial assets included within cash and cash equivalents:
Money market funds Level 1 $ 163,588   $ —   $ —   $ —   $ 163,588  
U.S. Government treasury bills Level 2 45,300   12   —   —   45,312  
Financial assets included within short-term investments:
Certificate of deposit
Level 2 25,000   —   —   —   25,000  
U.S. Government treasury bills Level 2 463,022   160   —   —   463,182  
Total $ 696,910   $ 172   $ —   $ —   $ 697,082  

December 31, 2024

Fair Value Hierarchy Level Amortized Cost Unrealized Gain Unrealized (Loss) Credit (Loss) Fair Value
Financial assets included within cash and cash equivalents:
Money market funds Level 1 $ 88,599   $ —   $ —   $ —   $ 88,599  
Financial assets included within short-term investments:
U.S. Government treasury bills Level 2 307,387   100   —   —   307,487  
Total $ 395,986   $ 100   $ —   $ —   $ 396,086  

The tables above do not include cash at December 31, 2025 and 2024 of $ 16,366 and $ 16,263 , respectively.

The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximates their fair values due to the short-term nature of those instruments.
112

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Realized gain (loss) on short-term investments for the years ended December 31, 2025 and 2024 were immaterial, respectively.

10. Research and Development Prepaid Expenses and Accrued Liabilities

Included within prepaid expenses and other current assets at December 31, 2025 and 2024 is $ 3,996 and $ 8,338 , respectively, of prepayments relating to research and development expenditures. Included within accrued liabilities at December 31, 2025 and 2024 is $ 31,498 and $ 17,441 , respectively, relating to research and development expenditures.

These amounts are determined based on the estimated costs to complete each study or activity related to the ongoing clinical trials for ivonescimab, the estimation of the current stage of completion and the invoices received, as well as predetermined milestones which are not reflective of the current stage of development for prepaid expenses. However, accrued liabilities increase as the activities progress. The key sensitivity is the estimated current stage of completion of each study or activity, which is based on information received from the supplier and the Company’s operational knowledge of the work completed under those contracts.

11. Leases

The Company has operating leases for real estate. The Company does not have any finance leases.

The Company leases its offices and facilities in Miami, FL, Palo Alto, CA, Princeton, NJ, Oxford, U.K., and Menlo Park, CA under non-cancellable operating lease agreements. The lease agreements for the Company’s offices and facilities in Miami, FL, Palo Alto, CA, Princeton, NJ and Oxford, U.K., expire in April 2029, October 2033, August 2028, and February 2027, respectively. The remaining lease agreement for the Company’s office and facility in Menlo Park, CA expires in May 2026. Under the terms of the lease agreements, the Company is responsible for certain repair and maintenance, utilities, licensing and permit fees.

During the year ended December 31, 2025, the Company recorded $ 17,056 of operating right-of-use assets and operating lease liabilities related to new leases for office space for its Palo Alto, CA and Princeton, NJ locations. Total future lease payments as of December 31, 2025 are approximately $ 23,117 on an undiscounted basis. The Palo Alto lease commenced on December 1, 2025 and has a term of approximately 8 years. The Princeton, NJ lease commenced on August 18, 2025 and has a term of 3 years. The Company recorded $ 4,216 of right-of-use assets during the year ended December 31, 2024 related to its Miami, Florida headquarters.

The carrying value of the right-of-use assets as of December 31, 2025 and 2024 is $ 20,616 and $ 7,144 , respectively.

The elements of lease expense were as follows:

Year Ended December 31,
2025 2024 2023

    Fixed lease costs $ 3,853   $ 3,461   $ 2,214  
    Variable lease costs 225   48   83  

Total lease cost $ 4,078   $ 3,509   $ 2,297  

The weighted average discount rate and the weighted average remaining lease term were 7.6 % and 6.7 years, respectively, as of December 31, 2025. The weighted average discount rate and the weighted average remaining lease term were 6.9 % and 2.8 years, respectively, as of December 31, 2024. The Company made cash payments related to lease liabilities of $ 3,741 and $ 2,568 for the years ended December 31, 2025 and 2024, respectively.

113

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Future lease payments under non-cancelable leases as of December 31, 2025 are detailed as follows:

Year Ending December 31,
2026 $ 3,492  
2027 4,052  
2028 4,158  
2029 3,349  
2030 3,073  
Thereafter 9,205  
Total lease payments 27,328  
Less: imputed interest 6,438  
Total operating lease liabilities $ 20,890  

Less: Operating lease liabilities, current portion 3,388  
Operating lease liabilities, net of current portion $ 17,502  

12. Promissory Note Payable to Related Parties

December 2022 Promissory Notes

On December 6, 2022, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with Mr. Duggan and Dr. Zanganeh, pursuant to which the Company agreed to sell to each of Mr. Duggan and Dr. Zanganeh unsecured promissory notes in the aggregate amount of $ 520,000 . Pursuant to the Note Purchase Agreement, the Company issued to Mr. Duggan and Dr. Zanganeh unsecured promissory notes in the amount of $ 400,000 (the “Duggan February Note”) and $ 20,000 (the “Zanganeh Note”), respectively, which matured and became due on February 15, 2023 and an unsecured promissory note to Mr. Duggan in the amount of $ 100,000 (the “Duggan September Note” and together with the Duggan February Note and the Zanganeh Note, the “December 2022 Notes”), which was originally due on September 15, 2023. The maturity dates of the December 2022 Notes could have been extended one or more times at the Company’s election, but in no event to a date later than September 6, 2024. In addition, if the Company consummated a public offering, then upon the later to occur of (i) five business days after the Company receives the net cash proceeds therefrom or (ii) May 15, 2023, the Duggan February Note and the Zanganeh Note were to be prepaid by an amount equal to the lesser of (a) 100 % of the amount of the net proceeds of such offering and (b) the outstanding principal amount on such Notes.

On January 19, 2023, the Company provided notice to extend the term of the Duggan February Note and Duggan September Note to a maturity date of September 6, 2024. Furthermore, on January 19, 2023, the Company and Mr. Duggan rectified the Duggan February Note and Duggan September Note in order to correctly reflect the parties’ intent that the Company may only prepay (i) the Duggan February Note following the completion of a public rights offering to be conducted by Summit in the approximate amount of $ 500,000 , or a similar capital raise, in an amount equal to the lesser of (x) the net proceeds of the rights offering or such capital raise or (y) the full amount outstanding of the Duggan February Note, and (ii) Duggan September Note following the completion of a capital raising transaction subsequent to the rights offering in an amount equal to the lesser of (A) the net proceeds of such capital raise or (B) the full amount outstanding of the Duggan September Note. Following the issuance of the two new Promissory Notes (the “Revised Duggan February Note” and the “Revised Duggan September Note”, respectively), the Duggan February Note and Duggan September Note were marked as “cancelled” on their face and replaced in their entirety by the Revised Duggan February Note and the Revised Duggan September Note (together with the Zanganeh Note, the “Notes”).

On February 15, 2023, the $ 20,000 Zanganeh Note matured and the Company repaid the outstanding principal balance. In connection with the closing of the rights offering in 2023 (the “2023 Rights Offering”), the $ 400,000 Revised Duggan February Note matured and became due, and the Company repaid all principal and accrued interest thereunder using a combination of a portion of the cash proceeds from the 2023 Rights Offering and the extinguishment of a portion of the amount due equal to the subscription price of shares subscribed by Mr. Duggan in the 2023 Rights Offering.

114

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

The Notes accrued interest at an initial rate of 7.5 %. All interest on the Notes was paid on the date of signing for the period through February 15, 2023. Such prepaid interest was paid in a number of shares of the Company’s common stock equal to the dollar amount of such prepaid interest, divided by $ 0.7913 (the consolidated closing bid price immediately preceding the time the Company entered into the Note Purchase Agreement, plus $ 0.01 ), which was 9,720,291 shares. For all applicable periods following February 15, 2023, interest accrued on the outstanding principal balance of the Notes at the U.S. prime interest rate, as reported in the Wall Street Journal, plus 50 basis points, as adjusted monthly, for three months immediately following February 15, 2023, and thereafter at the U.S. prime rate plus 300 basis points, as adjusted monthly. Accrued interest was paid in cash, quarterly in arrears, on each of March 31, June 30, September 30 and December 31. Debt issuance costs associated with the Notes were $ 44 and were capitalized as part of the carrying value of the promissory notes payable to related parties.

On February 17, 2024, the Revised Duggan February Note was amended to extend the maturity date from September 6, 2024 to April 1, 2025. For all applicable periods commencing February 17, 2024, interest accrued on the outstanding principal balance at the greater of 12 % or the U.S. prime interest rate, as reported in the Wall Street Journal plus 350 basis points, as adjusted monthly, and compounded quarterly. Interest was paid upon maturity of the loan. The debt discount was amortized to interest expense using an effective interest rate method. The effective interest rate of the Revised Duggan February Note and Zanganeh Note was 8.9 % and the effective interest rate of the Revised Duggan September Note was 11.3 %.

On September 16, 2024, the Company used some of the proceeds raised from the September 2024 Private Placement (see Note 13 for further details) to repay $ 75,500 in principal on the Revised Duggan September Note. On October 1, 2024, the Company repaid the remaining outstanding balance of the Revised Duggan September Note in full, resulting in principal payments of $ 24,500 and accrued cash interest of $ 7,305 .

As of December 31, 2025 and 2024, the Company had no debt. During the year ended December 31, 2025, the Company incurred no interest expense. During the year ended December 31, 2024, the Company incurred interest expense of $ 8,686 related to the Revised Duggan September Note.

13. Stockholders' Equity

Preferred Stock

As of December 31, 2025 and December 31, 2024, the Company had 20,000,000 shares of preferred stock, par value $ 0.01 authorized and no shares issued and outstanding.

Common Stock

As of December 31, 2025 and December 31, 2024, the Company had authorized 1,000,000,000 shares of common stock, par value $ 0.01 (the “Common Stock”). As of December 31, 2025 and December 31, 2024, the Company had 775,371,200 shares and 737,626,004 shares of Common Stock issued and outstanding, respectively.

On December 6, 2022, the Company announced the 2023 Rights Offering for its existing shareholders to participate in the purchase of additional shares of its Common Stock for $ 1.05 per share. The 2023 Rights Offering commenced on February 7, 2023 and the associated subscription rights expired on March 1, 2023. Aggregate gross proceeds from the 2023 Rights Offering were $ 500,000 from the sale of 476,190,471 shares of the Company’s Common Stock and issuance costs were $ 619 . Mr. Duggan and Dr. Zanganeh fully subscribed to their respective basic subscription rights at a price of $ 1.05 per share. To satisfy the $ 395,314 subscription price for the shares subscribed by Mr. Duggan in the 2023 Rights Offering, Mr. Duggan agreed with the Company to extinguish a portion of the amount due and payable to him by the Company at the closing of the 2023 Rights Offering pursuant to the $ 400,000 Duggan Promissory Note in an amount equal to the subscription price (see also Note 12).

On January 19, 2023, the Company filed Amendment No. 2 to the Restated Certificate of Incorporation (the “Amendment No. 2”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of its Common Stock by 650,000,000 (from 350,000,000 to 1,000,000,000 ), which became effective on such date.
115

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

On March 17, 2023, the Company filed a registration statement on Form S-3 to register for resale the following shares of the Company’s Common Stock at $ 0.01 par value: (i) 10,000,000 shares of Common Stock issued on January 17, 2023 in connection with the License Agreement (as defined in Note 4) with Akeso pursuant to which the Company issued Akeso such shares; and (ii) the 9,346,434 and 373,857 shares of Common Stock issued in December 2022 to Mr. Duggan and Dr. Zanganeh, respectively, as payment of prepaid interest in connection with the Note Purchase Agreement dated December 6, 2022 between Mr. Duggan, Dr. Zanganeh and the Company. On April 27, 2023, the SEC issued the Company a Notice of Effectiveness for the registration statement on Form S-3.

Mr. Soni entered into a share purchase agreement with the Company to purchase $ 5,000 of its Common Stock via a private placement. The transaction was effective October 13, 2023 with a closing price of $ 1.68 , resulting in the purchase of 2,976,190 shares of the Company’s Common Stock.

June 2024 PIPE (Private Investment in Public Equity)

On June 3, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 667, L.P. and Baker Brothers Life Sciences, L.P., affiliates of Baker Bros. Advisors, L.P., for the sale by the Company in a private placement (the “June 2024 Private Placement”) of 22,222,222 shares (the “Shares”) of Common Stock, at a purchase price of $ 9.00 per share, for an aggregate purchase price of approximately $ 200,000 .

The closing of the June 2024 Private Placement was June 6, 2024. The Purchase Agreement contained customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreements and were subject to limitations agreed upon by the contracting parties.

On June 3, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with certain investors (the “Registration Rights Agreement”). The Registration Rights Agreement provides, among other things, that the Company will as soon as reasonably practicable, file with the SEC a registration statement registering the resale of the shares. The Company agreed to use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof. The Company filed the registration statement on August 6, 2024, which was automatically effective upon filing.

September 2024 PIPE

On September 11, 2024, the Company entered into securities purchase agreements (the “September 2024 Purchase Agreements”) with multiple biotech institutional investors and individual accredited investors, for the sale by the Company in a private placement (the “September 2024 Private Placement”) for an aggregate of 10,352,418 shares of the Company’s Common Stock, par value $ 0.01 per share of Common Stock, at purchase price of $ 22.70 per share, which was the closing price of the Common Stock on September 11, 2024, for aggregate gross proceeds to the Company of approximately $ 235,000 , with offering costs of $ 140 .

All of the Company's Section 16 officers participated in the capital raise. A total of $ 79,000 was raised by the Company's Co-Chief Executive Officer (“CEO”), Executive Chairman and majority stockholder, its CEO and the President and member of the Company's Board of Directors (the “Board”), its Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and member of the Board, its Chief Accounting Officer (“CAO”), and a member of the Board, who invested via a controlled entity. The remaining $ 156,000 was raised with multiple leading biotech institutional investors. Refer to Note 15 Related Party Transactions for further details regarding related parties' participation.

The closing of the September 2024 Private Placement was September 13, 2024. The September 2024 Purchase Agreements contain customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company, including for liabilities under the Securities Act, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the September 2024 Purchase
116

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Agreements were made only for purposes of the September 2024 Purchase Agreements and as of specific dates, were solely for the benefit of the parties to such agreements and were subject to limitations agreed upon by the contracting parties.

On September 11, 2024, in connection with the September 2024 Purchase Agreements, the Company entered into Registration Rights Agreements with certain investors (the “September 2024 Registration Rights Agreements”). The September 2024 Registration Rights Agreements provide, among other things, that the Company will as soon as reasonably practicable file with the SEC a registration statement registering the resale of the shares. The Company filed the registration statement on September 19, 2024, which was automatically effective upon filing.

October 2025 PIPE

On October 21, 2025, the Company entered into securities purchase agreements (the “October 2025 Purchase Agreements”) with multiple biotech institutional investors and individual accredited investors, for the sale by the Company in a private placement for an aggregate of 26,682,846 shares of the Company’s Common Stock, par value $ 0.01 per share of Common Stock, at purchase price of $ 18.74 per Share, which was the closing price of the Common Stock on October 21, 2025, for aggregate gross proceeds to the Company of approximately $ 500,037 , with immaterial offering costs. The private placement transaction was completed in October 2025.

All of the Company's Section 16 officers participated in the capital raise. The Company's Co-CEO, Executive Chairman and majority stockholder, its Co-CEO and the President and member of the Board, its COO, CFO, and member of the Board, its CAO, and certain non-executive employees and other related persons purchased an aggregate of 14,514,402 shares of Common Stock for gross proceeds of approximately $ 272,000 . Additionally, Akeso purchased 533,617 shares of Common Stock for gross proceeds of approximately $ 10,000 . The remaining $ 218,037 was raised with multiple leading biotech institutional investors.

The October 2025 Purchase Agreements contain customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company, including for liabilities under the Securities Act, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the October 2025 Purchase Agreements were made only for purposes of the October 2025 Purchase Agreements and as of specific dates, were solely for the benefit of the parties to such agreements and were subject to limitations agreed upon by the contracting parties.

On October 21, 2025, in connection with the October 2025 Purchase Agreements, the Company entered into Registration Rights Agreements with the Investors (the “October 2025 Registration Rights Agreements”). The October 2025 Registration Rights Agreements provide, among other things, that the Company will as soon as reasonably practicable, and in any event by no later than December 19, 2025, file with the SEC a registration statement registering the resale of the shares. The Company filed the registration statement on October 29, 2025, which was automatically effective upon filing.

At-the-Market Offering (ATM Offering)

On May 13, 2024, the Company entered into an at-the-market (“ATM”) sales agreement (the “Original Distribution Agreement”) pursuant to which the Company may, subject to the terms and conditions set forth in the agreement offer and sell, from time to time, through or to the agents, acting as agents or principal, shares of the Company's Common Stock, par value $ 0.01 , having an aggregate offering price of up to $ 90,000 . On August 11, 2025, the Company entered into an amendment to the Original Distribution Agreement (as amended, the “Distribution Agreement”), which among other things, increased the aggregate offering price of Common Stock that the Company may offer and sell from time to time through the sales agent under the Distribution Agreement by an additional $ 360,000 .

From the date of the Original Distribution Agreement through December 31, 2025, the Company sold 7,146,432 shares of Common Stock under the ATM at a weighted-average price of $ 21.09 per share, for gross proceeds of $ 150,721 , with commissions and fees of approximately $ 3,160 . The remaining gross proceeds available under the Distribution Agreement as of December 31, 2025 was approximately $ 299,279 . The Company plans to use the net proceeds from this offering for working capital and general corporate purposes.
117

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Warrants

As of December 31, 2025, the Company had no outstanding warrants. As of December 31, 2024, the Company had outstanding and exercisable warrants of 4,629,988 with a weighted average exercise price of $ 1.58 . During the year ended December 31, 2025, 4,629,988 warrants were exercised with a weighted average exercise price of $ 1.58 .

14. Stock-Based Compensation

2016 Long Term Incentive Plan

Upon the effectiveness of the 2020 Stock Incentive Plan (the “2020 Plan”), no additional grants will be made under the 2016 Long Term Incentive Plan, (the “2016 Plan”) and any outstanding awards continue with their original terms.

2020 Stock Award Plan

In September 2020, the Company’s Board of Directors approved the 2020 Stock Incentive Plan, which became effective on September 21, 2020. The 2020 plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

A total of 8,000,000 shares of Common Stock were initially reserved for issuance under the 2020 Plan. Additionally, up to 5,000,000 shares of Common Stock, including RSUs can be added to the 2020 Plan for future issuance from options that expire, lapse or are terminated from the 2016 Plan or any other predecessor plans. The number of shares of Common Stock that may be issued under the 2020 Plan will automatically increase on each January 1, beginning in 2021 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2030, equal to the lesser of (i) 6,400,000 shares of Common Stock, (ii) 4 % of the common shares outstanding on the final day of the immediately preceding calendar year and (iii) an amount as determined by the Company’s Board of Directors.

As of December 31, 2025, there are 2,643,200 shares available to be issued under the 2020 Plan. The Company currently grants stock options to employees and directors under the 2020 Stock Incentive Plan (the “2020 Plan”) and formerly, the Company granted stock options under the 2016 Long Term Incentive Plan (the “2016 Plan”). The 2020 Plan is administered by the Compensation Committee of the Company's Board of Directors. The 2020 Plan is intended to attract and retain employees and directors and provide an incentive for these individuals to assist the Company to achieve long-range performance goals and to enable these individuals to participate in the long-term growth of the Company.

Based on the provisions of the 2020 Plan, the number of shares of common stock available for issuance under the 2020 Plan increased by 6,400,000 shares on January 1, 2025. On September 18, 2025, the Board approved an increase of 8,000,000 shares of common stock available for issuance under the 2020 Plan (the “Incremental Pool”), subject to the approval of the holders of a majority of the shares voting at the Company’s stockholder meeting. As of December 31, 2025, there are 3,082,075 shares available to be issued under the Incremental Pool. The Company’s consolidated financial statements have treated the grant date of such stock options as the date Board approval was obtained.

On May 3, 2024, the Board adopted the 2024 Inducement Pool (the “Inducement Pool”), which mirrors the terms of the 2020 Plan, with a total of 2,000,000 shares of Common Stock reserved for issuance under the Inducement Pool. Effective January 22, 2025, the number of shares of common stock available under the Inducement Pool increased by 2,000,000 shares. The Inducement Pool provides for the grant of non-qualified stock options and was approved by the Compensation Committee of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Inducement Pool is administered by the Compensation Committee of the Board. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the Inducement Pool may only be made to an employee who has not previously been an employee of the Company or member of the Board (or any parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. As of December 31, 2025, there were 1,936,452 shares available for grant under the Inducement Pool.

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Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

2020 Employee Stock Purchase Plan

The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the Board of Directors and approved by the Company’s shareholders on July 17, 2020 and approved by the predecessor company shareholders on August 19, 2020 and is qualified under Section 423 of the Internal Revenue Code. The 2020 ESPP initially authorized the issuance of up to 1,000,000 shares of Common Stock to participating employees. The number of common shares that may be issued under the 2020 ESPP automatically increases on each fiscal year commencing January 1, 2021 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2030 equal to the lesser of (i) 1,600,000 shares of Common Stock, (ii) 1 % of the common shares outstanding on such date and (iii) an amount as determined by the Company’s Board of Directors. As of December 31, 2025, there were 1,743,682 shares available to be issued under the 2020 ESPP.

The 2020 ESPP is comprised of purchase periods of six months in duration and commence immediately preceding the end of the previous offering period, unless otherwise determined by the Board of Directors or Compensation Committee.

Under the 2020 ESPP, eligible employees can purchase shares of Common Stock through payroll deductions of up to 15 % of their compensation received during the plan period or such shorter period during which deductions from payroll are made, up to a defined maximum amount. The option price is determined based on the lesser of the closing price of Common Stock on (i) the first business day of the plan period or (ii) the exercise date, or shall be based solely on the closing price of the Common Stock on the exercise date; provided that such option price shall be at least 85 % of the applicable closing price. In the absence of a determination by the Board of Directors or the Compensation Committee, the option price is 85 % of the lesser of the closing price of the Common Stock on (i) the first business day of the plan period or (ii) the exercise date.

The closing price is the (a) the closing price (for the primary trading session) on the Nasdaq Global Select Market or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in the Wall Street Journal or another source selected by the Board or the Committee.

During the fiscal year ended December 31, 2025 and 2024, 139,459 and 353,578 shares, respectively, were issued under the 2020 ESPP Plan.

Stock Options

The Company estimates the fair value of stock options granted to employees and directors using the Black-Scholes valuation model. Stock options granted under the 2016 and 2020 Plans generally vest over three or four years and expire after ten years . This valuation methodology utilizes several key assumptions as highlighted below.

The assumptions used in the Company’s valuation are summarized as follows, presented on a weighted average basis:

Year Ended December 31,
2025 2024 2023
Risk-free interest rate 3.8 % - 3.9 %
4.2   % 4.6   %
Expected term (in years) 2.5 - 6.2
6.2 4.8
Expected volatility 124.9 % - 142.5 %
107.8   % 98.1   %
Expected annual dividends per share —   % —   % —   %

119

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

The following table summarizes the Company’s stock option activity for the year ended December 31, 2025:     

Number of share options Weighted average exercise price Weighted average remaining contractual term (years)
Aggregate intrinsic value
Outstanding at December 31, 2024* 108,136,310 $ 2.34 8.6 $ 1,677,748  
Granted* 13,297,732 19.20
Forfeited ( 1,015,750 ) 10.12
Exercised ( 953,564 ) 3.99
Outstanding at December 31, 2025 119,464,728 $ 4.14 7.8 $ 1,618,734  
Vested and expected to vest at December 31, 2025 110,536,687 $ 3.86 7.7 $ 1,527,454  
Exercisable at December 31, 2025 64,834,314 $ 2.32 7.4 $ 983,902  

* The stock option activity in the table above includes performance-based options outstanding as of December 31, 2024 of 48,220,320 of which 39,013,976 options were unvested and converted to time-based vesting. During the three months ended March 31, 2025, the company granted 5,475,000 performance-based options which were modified to time-based vesting during the three months ended June 30, 2025.

During the second quarter of 2025, the Compensation Committee of the Board of Directors approved a modification to the Company's outstanding unvested performance-based stock option awards for certain employees and executives that will require only the service-based vesting requirements to continue to be satisfied in order to become fully vested, subject to employee consent. The Company accounted for this change as a Type III modification (improbable-to-probable) in accordance with the requirements of Accounting Standards Codification Topic 718 (ASC 718). As a result, 44,488,976 options were valued on the modification date. The Company is recognizing the newly assessed measurement date fair value of the awards as compensation expense over the remaining vesting period. During the year ended December 31, 2025, the Company recognized expense of $ 650,959 associated with the modification. As of December 31, 2025, the unrecognized compensation cost associated with the modification was $ 214,295 and is expected to be expensed over a weighted-average recognition period of approximately 1.6 years.

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023 was $ 17.10 , $ 3.40 and $ 1.41 , per share, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 15,212 , $ 863 , and $ 474 , respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.

As of December 31, 2025, there was $ 345,387 total unrecognized compensation cost related to unvested stock option grants. The unvested amount is expected to be recognized over a weighted average period of approximately 1.8 years.

Stock-Based Compensation

Stock‑based compensation expense related to stock options is recorded within the consolidated statements of operations and comprehensive loss as follows:

Year Ended December 31,
2025 2024 2023
Research and development $ 218,564   $ 16,007   $ 4,408  
General and administrative 513,856     34,974     9,700    
Total stock-based compensation $ 732,420 $ 50,981 $ 14,108

120

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

The following table summarizes stock-based compensation expense associated with each of our stock-based compensation arrangements:

Year Ended December 31,
2025 2024 2023
Time-based stock options $ 731,358   $ 39,349   $ 12,606  
Performance and market-based stock options —     11,033     1,318    
Employee stock purchase plan 1,062 599 184
Total stock-based compensation $ 732,420 $ 50,981 $ 14,108

15. Related Party Transactions

Leases

July 25, 2022 First Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc.

On July 25, 2022 the Company entered into a first amendment, dated July 19, 2022, to its existing sublease agreement with Maky Zanganeh and Associates, Inc. (“MZA”), an entity owned by Maky Zanganeh, consisting of 4,500 square feet of office space at 2882 Sand Hill Road, Menlo Park, California. The existing sublease term, which was set to expire on September 30, 2022, was extended for a period of thirty-nine months from October 1, 2022 through December 31, 2025. The rent payable under the terms of the sublease is equivalent to the proportionate share of the net payable by MZA to the third-party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied. The agreement was further amended to include additional space, as noted below under the August 2, 2024 Third Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc. During the years ended December 31, 2025, 2024 and 2023, payments of $ 834 , $ 795 , and $ 762 , respectively, were made pursuant to the first and third amendments to the Sublease Agreement.

July 29, 2022 Second Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc.

On July 29, 2022, the Company entered into a second amendment to its existing sublease agreement with MZA, described above. The second amendment was effective as of August 1, 2022 and expires on December 31, 2025. The second amendment includes an additional 1,277 square feet of office space at 2882 Sand Hill Road, Menlo Park, California. The rent payable under the terms of the sublease is equivalent to the proportionate share of the net payable by MZA to the third-party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied. During the years ended December 31, 2025, 2024 and 2023, payments of $ 232 , $ 224 and $ 218 , respectively, were made pursuant to the second amendment to the Sublease Agreement.

April 1, 2024 Miami Sublease Agreements

On April 1, 2024, the Company entered into two sublease agreements of its Miami headquarters location, one with Genius 24C Inc. (“Genius”), an affiliate of the Company’s Co-CEO, Robert W. Duggan (the “Genius Sublease Agreement”) and one with Duggan Investments Research LLC (“Investments Research”), also an affiliate of the Company's Co-CEO, Robert W. Duggan (the “Investments Research Sublease Agreement”). Pursuant to the Genius Sublease Agreement, Genius sublet from the Company 848 square feet of office space in the Miami HQ for a sixty-two month term for total rental payments of approximately $ 446 . Pursuant to the Investments Research Sublease Agreement, Investments Research sublet from the Company 848 square feet of office space in the Miami HQ for a sixty-two month term for total rental payments of approximately $ 446 . During the years ended December 31, 2025 and 2024, the Company recognized $ 186 and $ 156 , respectively, of sublease income recorded net of operating lease expenses.

August 2, 2024 Third Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc.

On August 2, 2024, the Company entered into a third amendment to its existing sublease agreement with MZA. The third amendment was effective August 1, 2024 and included an additional space of 145 square feet of office space located at 2882
121

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

Sand Hill Road, Menlo Park, California. The Company continues to be obligated to pay its proportionate share of the net payable by MZA to the third-party landlord, which is revised to 93.6 % as of the effective date, based on the square footage of office space sublet by the landlord.

Promissory Note Payable to Related Parties

Refer to Note 12 for disclosure of the promissory note payable to related parties issued December 6, 2022 and fully repaid as of October 1, 2024.

Akeso Agreements

Upon the closing of the License Agreement, the Board appointed Dr. Yu (Michelle) Xia to serve as a member of the Board pursuant to the terms of the License Agreement. Dr. Xia is the founder of Akeso, and has been the chairwoman, president and CEO of Akeso since its inception in 2012. Furthermore, in connection with the License Agreement, the Company also entered into a Supply Agreement with Akeso, pursuant to which Summit agreed to purchase a certain portion of drug substance for clinical and commercial supply (the “Supply Agreement”). Refer to Note 4 for details on the License Agreement and Second Amendment. In addition to the License and Second Amendment and supply agreements, the Company also entered into various clinical services agreements with Akeso. During the years ended December 31, 2025, 2024 and 2023, the Company incurred research and development expenses of $ 46,133 , $ 24,635 and $ 6,207 , respectively, under these agreements with Akeso. As of December 31, 2025 and 2024 the Company included in accrued expenses, related to Akeso, $ 1,215 and $ 3,956 , respectively.

2023 Rights Offering

Refer to Note 13 for a discussion on the 2023 Rights Offering.

Private Placements

October 2023 PIPE

Refer to Note 13 for a discussion on the participation by related parties in October 2023 PIPE.

September 2024 PIPE

Refer to Note 13 for a discussion on the participation by related parties in September 2024 PIPE.

October 2025 PIPE

Refer to Note 13 for a discussion on the participation by related parties in October 2025 PIPE.

Warrants Exercise

In March 2025, Mr. Duggan, the Company’s Co-Chief Executive Officer, exercised 2,936,221 of the 3,985,055 warrants which he received in connection with a private placement completed by the Company with Mr. Duggan and other investors on December 24, 2019, resulting in the purchase of 2,936,221 shares of common stock at an exercise price of $ 1.58 .

On April 8, 2025, Mr. Duggan completed the exercise of the remaining warrants received in the December 24, 2019 private placement, resulting in the purchase of 1,048,834 shares of common stock at an exercise price of $ 1.58 .

In October 2024, the Shaun Zanganeh Irrevocable Trust exercised a warrant to purchase 315,681 shares of Common Stock. Refer to Note 13 for the warrants exercise activity for the year ended December 31, 2025.

Professional Services

During the year ended December 31, 2025, the Company engaged the law firm Wilson Sonsini Goodrich & Rosati P.C. (“WSGR”), where Mr. Kenneth A. Clark, a member of the Board, is a partner. Payments to be made by the Company to WSGR
122

Summit Therapeutics Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

were approved by the Audit Committee in accordance with its Related Party Transaction Policy. For the year ended December 31, 2025, the Company incurred expenses for legal services rendered by WSGR totaling approximately $ 1.4 million included in general and administrative expenses.

16. Commitments and Contingencies

Fixed asset purchase commitments
At December 31, 2025 and 2024, the Company had no capital commitments.

Lease commitments
Refer to Note 11 for a discussion of the Company’s lease commitments.

Other commitments
The Company enters into contracts in the normal course of business with various third parties for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. Most contracts provide for termination upon notice, and therefore are cancellable contracts. The majority of these commitments are due within one year . As of December 31, 2025, total unconditional purchase obligations, excluding leases commitments, are estimated to be approximately $ 17,976 .

The Company has certain commitments under its agreements with Akeso. The License Agreement also contains certain manufacturing and purchase commitments. As of December 31, 2025, the Company is unable to estimate the amount, timing or likelihood of achieving the milestones, making future product sales or assessing estimated forecasts for manufacturing and supplied materials which these contingent payment obligations relate to.

Legal Proceedings
Litigation Relating to the December 2022 Notes Entered into in Connection with the License Agreement

On March 17, 2025, Rainaldi Revocable Trust, a purported stockholder of the Company, filed a derivative lawsuit in the Delaware Court of Chancery against certain of the Company’s current and former directors and the Company, solely as a nominal defendant, concerning the December 2022 Notes entered into by the Company, Mr. Duggan and Dr. Zanganeh in connection with the License Agreement. The suit asserts claims for breach of fiduciary duty and unjust enrichment and seeks, among other things, unspecified damages, rescission of the shares that Mr. Duggan and Dr. Zanganeh received as part of prepaid interest payments under the December 2022 Notes, as well as attorneys’ fees and costs. Defendants’ Motion to Dismiss the complaint was filed on May 16, 2025. Plaintiff filed the Motion to Certify certain constitutional questions to the Delaware Supreme Court on May 29, 2025. Defendants agreed to a stipulation staying briefing on the Motion to Certify and the Motion to Dismiss pending the Delaware Supreme Court’s decision in another case involving substantially the same constitutional questions. On June 18, 2025, the Court granted such stipulation. Defendants believe that Plaintiff's allegations are without merit and plan to vigorously defend against its claims

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