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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

☐ 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: 001-39335

Repare Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)


Québec	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7171 Frederick-Banting, Building 2, Suite 270 St-Laurent, Québec, Canada	H4S 1Z9
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (857) 412-7018

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 shares, no par value	RPTX	The Nasdaq Stock Market LLC

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, 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.

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 July 31, 2025, there were 42,959,172 of the registrant’s common shares, no par value per share, outstanding.

Table of Contents


		Page
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS		1
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Shareholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, research and development costs, plans and objectives of management, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “positioned,” “potential,” “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. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain.

The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements about:

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the outcome of our strategic review process to identify strategic alternatives and partnering opportunities across our portfolio;

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the impact of our corporate restructuring activities, including with respect to actual and anticipated cost savings and the associated headcount reduction, as well as the potential impacts on employee morale and productivity;

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the initiation, timing, progress and results of our current and future clinical trials and related preparatory work and the period during which the results of the trials will become available;

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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

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our ability to obtain regulatory approval of any of our current or future product candidates;

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business disruptions affecting the initiation, patient enrollment, development and operation of our clinical trials, including a public health emergency or pandemic;

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the evolving impact of macroeconomic events on our operations, supply chains, general economic conditions, our ability to raise additional capital, and the continuity of our business, including our preclinical studies and clinical trials, including health pandemics, changes in inflation and foreign exchange rates, the U.S. Federal Reserve raising interest rates, tariffs or other trade barriers, and the Russia-Ukraine and Middle-East conflicts;

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our ability to enroll patients in clinical trials, to timely and successfully complete those trials and to receive necessary regulatory approvals;

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the timing of completion of enrollment and availability of data from our current clinical trials, including ongoing clinical trials of RP-3467 and RP-1664;

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the expected timing of filings with regulatory authorities for any product candidates that we develop;

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our expectations regarding the potential market size and the rate and degree of market acceptance for any current or future product candidates that we develop;

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our ability to receive any milestone or royalty payments under our collaboration and license agreements;

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the effects of competition with respect to our product candidates, as well as innovations by current and future competitors in our industry;

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our ability to fund our working capital requirements;

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our intellectual property position, including the scope of protection we are able to establish, maintain and enforce for intellectual property rights covering our product candidates;

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our financial performance;

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our ability to obtain additional funding for our operations; and

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other risks and uncertainties, including those listed under the section titled “Risk Factors” in this Quarterly Report and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission, or the SEC, on March 3, 2025.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and

expected evolution, and involve known and unknown risks, uncertainties and other factors including, without limitation, risks, uncertainties and assumptions regarding the impact of the macroeconomic events on our business, operations, strategy, goals and anticipated timelines, our ongoing and planned preclinical activities, our ability to initiate, enroll, conduct or complete ongoing and planned clinical trials, our timelines for regulatory submissions and our financial position that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results in this Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by law, we do not intend, and undertake no obligation, to update any forward-looking information to reflect events or circumstances.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Repare Therapeutics Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands of U.S. dollars, except share data)


	As of June 30,			As of December 31,
	2025			2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	67,656		$	84,717
Marketable securities		41,816			68,074
Income tax receivable		9,922			10,600
Other current receivables		4,697			1,746
Prepaid expenses		2,481			6,012
Total current assets		126,572			171,149
Property and equipment, net		72			2,294
Operating lease right-of-use assets		629			1,924
Income tax receivable		1,029			960
Investment in equity securities		1,591			—
Other assets		600			179
TOTAL ASSETS	$	130,493		$	176,506
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,012		$	3,623
Accrued expenses and other current liabilities		12,167			19,819
Deferred collaboration cost recovery		3,257			—
Operating lease liability, current portion		649			1,845
Total current liabilities		20,085			25,287
Operating lease liability, net of current portion		—			88
TOTAL LIABILITIES		20,085			25,375
SHAREHOLDERS’ EQUITY
Preferred shares, no par value per share; unlimited shares authorized as of June 30, 2025 and December 31, 2024; 0 shares issued and outstanding as of June 30, 2025, and December 31, 2024		—			—
Common shares, no par value per share; unlimited shares authorized as of June 30, 2025 and December 31, 2024; 42,959,172 and 42,510,708 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		490,425			486,674
Warrants		43			10
Additional paid-in capital		84,533			82,191
Accumulated other comprehensive (loss) income		(8	)		54
Accumulated deficit		(464,585	)		(417,798	)
Total shareholders’ equity		110,408			151,131
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	130,493		$	176,506

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

Repare Therapeutics Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Amounts in thousands of U.S. dollars, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue:
Collaboration agreements	$	250		$	1,073		$	250		$	53,477
Operating expenses:
Research and development, net of tax credits		14,283			30,075			34,553			63,045
General and administrative		6,029			8,317			13,681			16,935
Restructuring		3,384			—			6,649			—
Total operating expenses		23,696			38,392			54,883			79,980
Gain on sale of technology and other assets		5,666			—			5,666			—
Loss from operations		(17,780	)		(37,319	)		(48,967	)		(26,503	)
Other income (expense), net
Realized and unrealized gain on foreign exchange		66			6			64			37
Interest income		1,236			2,894			2,774			5,862
Other expense, net		(18	)		(29	)		(40	)		(53	)
Total other income, net		1,284			2,871			2,798			5,846
Loss before income taxes		(16,496	)		(34,448	)		(46,169	)		(20,657	)
Income tax expense		(248	)		(326	)		(618	)		(955	)
Net loss	$	(16,744	)	$	(34,774	)	$	(46,787	)	$	(21,612	)
Other comprehensive loss:
Unrealized loss on available-for-sale marketable securities	$	(17	)	$	(21	)	$	(62	)	$	(162	)
Total other comprehensive loss		(17	)		(21	)		(62	)		(162	)
Comprehensive loss	$	(16,761	)	$	(34,795	)	$	(46,849	)	$	(21,774	)
Net loss per share attributable to common shareholders - basic and diluted	$	(0.39	)	$	(0.82	)	$	(1.09	)	$	(0.51	)
Weighted-average common shares outstanding - basic and diluted		42,921,936			42,445,462			42,757,745			42,339,732

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

Repare Therapeutics Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

(Amounts in thousands of U.S. dollars, except share data)


	Common Shares				Warrants		Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Shareholders’
	Shares		Amount				Capital			Income (Loss)			Deficit			Equity
Balance, December 31, 2023		42,176,041	$	483,350	$	—	$	61,813		$	28		$	(333,109	)	$	212,082
Share-based compensation expense		—		—		—		6,475			—			—			6,475
Exercise of stock options		8,485		27		—		(10	)		—			—			17
Issuance of common shares on vesting of restricted share units		200,262		2,488		—		(2,488	)		—			—			—
Issuance of common shares under the 2020 Employee Share Purchase Plan		60,618		510		—		(152	)		—			—			358
Other comprehensive loss		—		—		—		—			(141	)		—			(141	)
Net income		—		—		—		—			—			13,162			13,162
Balance, March 31, 2024		42,445,406	$	486,375	$	—	$	65,638		$	(113	)	$	(319,947	)	$	231,953
Share-based compensation expense		—		—		—		6,519			—			—			6,519
Exercise of stock options		127		—		—		—			—			—			—
Other comprehensive loss		—		—		—		—			(21	)		—			(21	)
Net loss		—		—		—		—			—			(34,774	)		(34,774	)
Balance, June 30, 2024		42,445,533	$	486,375	$	—	$	72,157		$	(134	)	$	(354,721	)	$	203,677

Balance, December 31, 2024		42,510,708	$	486,674	$	10	$	82,191		$	54		$	(417,798	)	$	151,131
Share-based compensation expense		—		—		—		3,958			—			—			3,958
Issuance of common shares on vesting of restricted share units		307,456		3,002		—		(3,002	)		—			—			—
Issuance of common shares under the 2020 Employee Share Purchase Plan		73,239		160		—		(81	)		—			—			79
Non-employee warrant expense		—		—		17		—			—			—			17
Other comprehensive loss		—		—		—		—			(45	)		—			(45	)
Net loss		—		—		—		—			—			(30,043	)		(30,043	)
Balance, March 31, 2025		42,891,403	$	489,836	$	27	$	83,066		$	9		$	(447,841	)	$	125,097
Share-based compensation expense		—		—		—		2,056			—			—			2,056
Issuance of common shares on vesting of restricted share units		67,769		589		—		(589	)		—			—			—
Non-employee warrant expense		—		—		16		—			—			—			16
Other comprehensive loss		—		—		—		—			(17	)		—			(17	)
Net loss		—		—		—		—			—			(16,744	)		(16,744	)
Balance, June 30, 2025		42,959,172	$	490,425	$	43	$	84,533		$	(8	)	$	(464,585	)	$	110,408

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

Repare Therapeutics Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands of U.S. dollars)


	Six Months Ended June 30,
	2025			2024
Cash Flows From Operating Activities:
Net loss for the period	$	(46,787	)	$	(21,612	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense		6,047			12,994
Depreciation expense		2,222			989
Non-cash lease expense		1,295			1,131
Foreign exchange gain		(117	)		(27	)
Net accretion of marketable securities		(1,006	)		(2,908	)
Gain on sale of technology and other assets		(5,666	)		—
Changes in operating assets and liabilities:
Prepaid expenses		3,006			(1,024	)
Other current receivables		67			910
Other non-current assets		179			89
Accounts payable		382			4,785
Accrued expenses and other current liabilities		(7,652	)		(1,731	)
Operating lease liability, current portion		(1,223	)		(401	)
Income taxes		609			940
Operating lease liability, net of current portion		(88	)		(765	)
Deferred collaboration cost recovery		3,257			—
Deferred revenue		—			(11,952	)
Net cash used in by operating activities		(45,475	)		(18,582	)
Cash Flows From Investing Activities:
Proceeds from sale of technology and other assets		1,000			—
Proceeds from maturities of marketable securities		73,662			89,015
Purchase of marketable securities		(46,456	)		(102,213	)
Net cash provided by (used in) investing activities		28,206			(13,198	)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options		—			17
Proceeds from issuance of common stock under the 2020 Employee Share Purchase Plan		79			358
Net cash provided by financing activities		79			375
Effect of exchange rate fluctuations on cash held		129			(43	)
Net Decrease In Cash And Cash Equivalents		(17,061	)		(31,448	)
Cash and cash equivalents at beginning of period		84,717			111,268
Cash and cash equivalents at end of period	$	67,656		$	79,820

Supplemental Disclosure Of Cash Flow Information:
Non-cash consideration received from sale of technology and other assets - Investment in equity securities	$	1,591		$	—
Non-cash consideration received from sale of technology and other assets - Derivative financial asset	$	600		$	—
Consideration receivable from sale of technology and other assets - Other current receivables	$	3,000		$	—
Contracts transferred to acquirer as part of sale of technology and other assets - Prepaid expenses	$	(525	)	$	—

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

REPARE THERAPEUTICS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in U.S. dollars, unless otherwise specified)

1. Organization and Nature of Business

Repare Therapeutics Inc. (“Repare” or the “Company”) is a precision medicine oncology company focused on the development of synthetic lethality-based therapies for patients with cancer. The Company is governed by the Business Corporations Act (Québec). The Company’s common shares are listed on the Nasdaq Global Select Market under the ticker symbol “RPTX”.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position as of June 30, 2025, the consolidated results of its operations for the three and six months ended June 30, 2025 and 2024, its statements of shareholders’ equity for the three and six months ended June 30, 2025 and 2024 and its consolidated cash flows for the six months ended June 30, 2025 and 2024.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 (the “Annual Report”). The condensed consolidated balance sheet data as of December 31, 2024 presented for comparative purposes was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. The results for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results to be expected for the full year or for any other subsequent interim period.

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2024 included in the Annual Report. There have been no changes to the Company's significant accounting policies since the date of the audited consolidated financial statements for the year ended December 31, 2024 included in the Annual Report.

Principles of Consolidation

These unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, Repare Therapeutics USA Inc. (“Repare USA”), which was incorporated under the laws of Delaware on June 1, 2017. The financial statements of Repare USA are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group transactions, balances, income, and expenses are eliminated in full upon consolidation.

Smaller Reporting Company

Repare continues to qualify as a “smaller reporting company” under the Exchange Act as of June 30, 2025 because the market value of its common shares held by non-affiliates was less than $75 million as of June 30, 2025. As a smaller reporting company, Repare may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. For so long as the Company remains a smaller reporting company, it is permitted and intends to rely on such exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

Segment Information

Operating segments refer to components of a company that engage in activities for which separate financial information is available and reviewed regularly by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and assessing performance. The CODM is the Company's Chief Executive Officer and Chief Financial Officer. The Company manages its operations as a single operating segment, which is the research, development and eventual commercialization of precision oncology drugs targeting specific vulnerabilities of tumors in genetically defined patient populations.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued research and development expenses, share-based compensation and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB amended the guidance in ASU 740, Income Taxes, to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The new guidance is effective for public entities in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the new disclosure requirements in its 2025 Annual Report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-4): Clarifying the Effective Date in January 2025. These ASUs require public business entities to provide additional disclosures on specific expense categories in the notes to financial statements for both interim and annual reporting periods. While the amendments do not change current disclosure requirements, the amendments change where this information must be presented, requiring certain disclosures to be in a tabular format alongside other disaggregation details. These ASUs are effective for annual periods starting after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements.

3. Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents and marketable securities were comprised of the following:


	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
As of June 30, 2025
Cash and cash equivalents:
Cash	$	16,195	$	—	$	—		$	16,195
Money market funds		48,468		—		—			48,468
Commercial paper		2,993		—		—			2,993
Total cash and cash equivalents:	$	67,656	$	—	$	—		$	67,656
Marketable securities:
Commercial paper		41,824		—		(8	)		41,816
Total marketable securities	$	41,824	$	—	$	(8	)	$	41,816

As of December 31, 2024
Cash and cash equivalents:
Cash	$	43,762	$	—	$	—		$	43,762
Money market funds		25,522		—		—			25,522
Commercial paper		15,430		3		—			15,433
Total cash and cash equivalents:	$	84,714	$	3	$	—		$	84,717
Marketable securities:
U.S. Treasury and government-sponsored enterprises	$	3,013	$	1	$	—		$	3,014
Commercial paper		40,688		39		(1	)		40,726
Corporate debt securities		24,322		13		(1	)		24,334
Total marketable securities	$	68,023	$	53	$	(2	)	$	68,074

Interest receivable was $0.2 million and $0.4 million as of June 30, 2025 and December 31, 2024, respectively, and is included in other current receivables.

Available-for-sale marketable securities with an aggregate fair value of $33.7 million and $7.8 million as of June 30, 2025 and December 31, 2024, respectively, were held in an immaterial, unrealized loss position. These marketable securities have been in an unrealized loss position for less than twelve months. The unrealized losses were not attributed to credit risk but were primarily associated with changes in interest rates and market liquidity. The Company does not intend to sell these securities and it is more likely than not that it will hold these investments for a period of time sufficient to recover the amortized cost. As a result, the Company did not record an allowance for credit losses or other impairment charges for its marketable securities for the six months ended June 30, 2025 and 2024.

The Company recognized nil of net unrealized loss in other comprehensive loss in the three months ended June 30, 2025 and 2024, respectively, and a net unrealized loss of $0.1 million and $0.2 million in the six months ended June 30, 2025 and 2024, respectively, in relation to its cash and cash equivalents and marketable securities.

The maturities of the Company’s marketable securities as of June 30, 2025 and December 31, 2024 are less than one year.

4. Sale of Technology and Other Assets

On May 1, 2025, the Company out-licensed its early-stage discovery platforms, including certain platform and program intellectual property, to DCx Biotherapeutics Corporation (“DCx”). Under the terms of the out-licensing agreement, the Company received a $1.0 million upfront payment and is expected to receive near-term payments of $3.0 million. In addition, the Company received a 9.99% equity position in DCx, including certain dilution protection rights. The Company is eligible to receive potential future out-licensing, clinical and commercial milestone payments, as well as low-single digit tiered sales royalties for the development of certain products by DCx. Additionally, DCx retained some of the Company's preclinical research employees.

As the assets, rights and employees transferred to DCx constitute a business as defined in ASC 805, Business Combinations, the Company accounted for the disposal by applying the derecognition guidance in ASC 810, Consolidation, which requires that a gain or loss be recognized for the difference between the carrying value of the assets sold and the fair value of the consideration received or receivable. As of May 1, 2025, the total fair value of the consideration received or receivable was determined to be $6.2 million, reflecting the $1.0 million upfront payment received, the $3.0 million cash consideration receivable in the near-term, the $1.6 million equity position in DCx (Note 5), and the $0.6 million dilution protection rights (Note 6). The carrying value of assets disposed of as of May 1, 2025 was $0.5 million, reflecting prepaid expenses for R&D services transferred to DCx. All equipment sold and intellectual property out-licensed to DCx had no carrying value as of May 1, 2025. In connection with the disposal, the Company recognized a gain on sale of technology and other assets in the amount of $5.7 million.

Milestones and sales royalties were determined to be contingent consideration by the Company, which will be recognized when amounts are probable and estimable in accordance with ASC 450, Contingencies. No amounts have been recognized as of June 30, 2025.

5. Investment in Equity Securities

Pursuant to the out-licensing agreement entered into with DCx on May 1, 2025 (Note 4), the Company received a $1.6 million 9.99% equity interest in DCx as partial consideration for the transaction. The Company has determined that its equity interest in DCx does not give the Company a controlling financial interest nor significant influence over DCx. Accordingly, the Company has accounted for its equity interest in DCx, a non-publicly traded company, as a financial instrument without a readily determinable fair value. Such interest is recorded at cost on the Company's Condensed Consolidated Balance Sheet, reflecting fair value at closing of the transaction, less impairment, if any, adjusted for observable price changes, in accordance with ASC 321, Investments - Equity.

The initial $1.6 million fair value of the investment was determined using an option-pricing method back-solve approach to estimate DCx's enterprise value and derive an implied equity value for the Company's common share equity interest in DCx from the most recent round of financing completed by DCx, modeling the significant rights and preferences of DCx's preferred and common shares, including, among others, liquidation preferences and conversion rights, and applying market based assumptions for expected term, expected volatility and risk-free rate, as well as affecting a discount for lack of marketability.

The Company evaluates its investment in equity securities for impairment whenever events or changes in circumstances indicate that the carrying amount of such investment may be impaired. If a decline in value of the investment is determined to be other than

temporary, an impairment loss is recognized in Other Income (Expense) in the Consolidated Statement of Operations and Comprehensive Loss. As of June 30, 2025, there has been no change in the carrying amount of the investment.

6. Fair Value Measurements

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values:


Description	Financial Assets		Level 1		Level 2		Level 3
	(in thousands)
As of June 30, 2025
Assets
Cash equivalents:
Money market funds	$	48,468	$	48,468	$	—	$	—
Commercial paper		2,993		—		2,993		—
Total cash equivalents		51,461		48,468		2,993		—
Marketable securities:
Commercial paper		41,816		—		41,816		—
Total marketable securities		41,816		—		41,816		—
Derivative financial asset		600		—		—		600
Total financial assets	$	93,877	$	48,468	$	44,809	$	600

As of December 31, 2024
Assets
Cash equivalents:
Money market funds	$	25,522	$	25,522	$	—	$	—
Commercial paper		15,433		—		15,433		—
Total cash equivalents		40,955		25,522		15,433		—
Marketable securities:
U.S. Treasury and government-sponsored enterprises		3,014		—		3,014		—
Commercial paper		40,726		—		40,726		—
Corporate debt securities		24,334		—		24,334		—
Total marketable securities		68,074		—		68,074		—
Total financial assets	$	109,029	$	25,522	$	83,507	$	—

During the six months ended June 30, 2025, there were no transfers between fair value hierarchy levels.

When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure the fair value. In determining the fair values of cash equivalents and marketable securities at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data.

Derivative Financial Asset

Pursuant to the out-licensing agreement entered into with DCx on May 1, 2025 (Note 4), anti-dilution protection rights were granted to the Company by DCx under which the Company is entitled to receive additional common shares in DCx, at no cost, guaranteeing the Company's equity interest in DCx remains at 9.99% on a fully-diluted basis until such time as DCx achieves a specified funding threshold. In accordance with ASC 815, Derivatives and Hedging, the Company's anti-dilution protection rights were determined to be freestanding financial instruments that meet the definition of a derivative and have been recorded at fair value within Other Assets on the Company's Condensed Consolidated Balance Sheet, determined according to Level 3 inputs in the fair value hierarchy.

The fair value of the anti-dilution protection rights was established at $0.6 million at inception and at June 30, 2025, using a Monte Carlo simulation methodology, which expresses potential future scenarios that when simulated thousands of times, can be viewed statistically to ascertain fair value, with the initial equity value determined based on DCx's most recent round of financing and probability estimates applied based on the assumed likelihood of future financing rounds.

The Company marks-to-market its anti-dilution protection rights at each reporting period, with changes in fair value recognized in Other Income (Expense) in the Consolidated Statement of Operations and Comprehensive Loss. As at June 30, 2025, there was no change in the fair value of the anti-dilution rights.

7. Other Current Receivables

Other current receivables consisted of the following:


	As of June 30, 2025		As of December 31, 2024
	(in thousands)
Consideration receivable from sale of technology and other assets	$	3,000	$	—
Research and development tax credits receivable		1,026		820
Collaboration revenue receivable		250		—
Sales tax and other receivables		421		926
Total other current receivables	$	4,697	$	1,746

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of June 30, 2025		As of December 31, 2024
	(in thousands)
Accrued research and development expense	$	6,626	$	13,360
Accrued restructuring expenses		2,594		174
Accrued compensation and benefits		1,878		5,617
Accrued professional services		771		502
Other		298		166
Total accrued expenses and other current liabilities	$	12,167	$	19,819

9. Restructuring Expenses

In August 2024, the Company announced a strategic re-prioritization of the Company's research and development activities to focus its efforts on the advancement of its portfolio of clinical-stage oncology programs. As part of this strategic refocus, the Company reduced its overall workforce by approximately 25%, with a majority of the headcount reductions from the Company’s preclinical group.

In the first quarter of 2025, the Company announced a further re-alignment of resources and a re-prioritization of its clinical portfolio and approved a phased reorganization plan pursuant to which it expects to reduce its workforce by approximately 75% by the fourth quarter of 2025. As a result of this initiative, the Company accelerated the depreciation of its laboratory equipment by $1.0 million and $1.9 million for the three and six months ended June 30, 2025, respectively, reflecting a shorter estimated remaining useful life for the equipment.

For the three and six months ended June 30, 2025, the Company incurred approximately $3.4 million and $6.6 million, respectively, in costs as part of its restructuring efforts (nil for the three and six months ended June 30, 2024), comprised of $2.1 million in severance and termination benefits, $1.0 million in accelerated depreciation expense and $0.3 million in other restructuring charges for the three months ended June 30, 2025, and comprised of $4.4 million in severance and termination benefits, $1.9 million in accelerated depreciation expense and $0.3 million in other restructuring charges for the six months ended June 30, 2025.

10. Collaborative Arrangements

Debiopharm Clinical Study and Collaboration Agreement

In January 2024, the Company entered into a clinical study and collaboration agreement with Debiopharm International S.A. (“Debiopharm”), a privately-owned, Swiss-based biopharmaceutical company, with the aim to explore the synergy between the Company’s compound, lunresertib, and Debiopharm’s compound, Debio 0123, a WEE1 inhibitor (the “Debio Collaboration Agreement”). The Company and Debiopharm collaborated on the development of a combination therapy, with the Company sponsoring the global study, and with all costs related to the collaboration shared equally. The Company and Debiopharm each supplied their respective drugs and retained all commercial rights to their respective compounds, including as monotherapy or as combination therapies. The activities associated with the Debio Collaboration Agreement were coordinated by a joint steering committee, which was comprised of an equal number of representatives from the Company and Debiopharm.

Based on the terms of the Debio Collaboration Agreement, the Company concluded that the Debio Collaboration Agreement met the requirements of a collaboration within the guidance of ASC 808, Collaborative Arrangements, as both parties were active participants in the combination trial and were exposed to significant risks and rewards depending on the success of the combination trial. Accordingly, the net costs associated with the collaboration have been expensed as incurred and recognized within research and development expenses in the condensed consolidated statement of operations and comprehensive loss.

During the three and six months ended June 30, 2025, the Company recognized $1.4 million and $2.7 million, respectively, in net research and development costs with regards to the Debiopharm portion of the 50/50 cost sharing terms under the Debio Collaboration Agreement, and recorded a deferred collaboration cost recovery of $3.3 million as of June 30, 2025, reflecting the acceleration of payments under the Debio Collaboration Agreement in the second quarter of 2025.

During the three and six months ended June 30, 2024 the Company recognized $0.9 million and $1.4 million, respectively, in net research and development costs with regards to the Debiopharm portion of the 50/50 cost sharing terms under the Debio Collaboration Agreement.

As part of the worldwide licensing agreement with Debiopharm signed on July 15, 2025 (Note 16), the Debio Collaboration Agreement was terminated.

11. Revenue Recognition from Collaboration and License Agreements

The following table presents revenue from collaboration and license agreements:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Bristol-Myers Squibb Collaboration and License Agreement	$	250	$	—	$	250	$	2,589
Roche Collaboration and License Agreement		—		1,073		—		50,888
Total revenue	$	250	$	1,073	$	250	$	53,477

The Company’s revenue recognition accounting policy, as well as additional information on the Company’s collaboration and license agreements are disclosed in the audited consolidated financial statements for the year ended December 31, 2024 included in the Annual Report.

Bristol-Myers Squibb Collaboration and License Agreement

In May 2020, the Company entered into a collaboration and license agreement (the “BMS Agreement”) with Bristol-Myers Squibb Company (“Bristol-Myers Squibb”), pursuant to which the Company and Bristol-Myers Squibb agreed to collaborate in the research and development of potential new product candidates for the treatment of cancer. The Company provided Bristol-Myers Squibb access to a selected number of its existing screening campaigns and novel campaigns. The Company was responsible for carrying out early-stage research activities directed to identifying potential targets for potential licensing by Bristol-Myers Squibb, in accordance with a mutually agreed upon research plan, and was solely responsible for such costs. The collaboration consisted of programs directed to both druggable targets and to targets commonly considered undruggable to traditional small molecule approaches. Upon Bristol-Myers Squibb’s election to exercise its option to obtain exclusive worldwide licenses for the subsequent development, manufacturing and commercialization of a program, Bristol-Myers Squibb will then be solely responsible for all such worldwide activities and costs.

Although the collaboration term expired in November 2023, the BMS Agreement will not expire until, on a licensed product-by-licensed product and country-by-country basis, the expiration of the applicable royalty term and in its entirety upon expiration of the last royalty term. Either party may terminate earlier upon an uncured material breach of the agreement by the other party, or the insolvency of the other party. Additionally, Bristol-Myers Squibb may terminate the BMS Agreement for any or no reason on a program-by-program basis upon specified written notice.

The Company is entitled to receive up to $301.0 million in total milestones on a program-by-program basis, consisting of $176.0 million in the aggregate for certain specified research, development and regulatory milestones and $125.0 million in the aggregate for certain specified commercial milestones. The Company is further entitled to a tiered percentage royalty on annual net sales ranging from high-single digits to low-double digits, subject to certain specified reductions.

In March 2024, Bristol-Myers Squibb exercised its one remaining option for an undruggable target. As a result, the Company recognized $2.6 million as revenue related to undruggable targets, including the option fee payment of $0.1 million.

In June 2025, the BMS Agreement was amended to enable Bristol-Myers Squibb to exercise an additional option for another druggable target. As a result, the Company recognized $0.3 million as revenue related to druggable targets, reflecting the option fee payment receivable.

The Company recognized $0.3 million and nil for the three months ended June 30, 2025 and 2024, respectively, and $0.3 million and $2.6 million for the six months ended June 30, 2025 and 2024, respectively, as revenue in relation to the BMS Agreement.

Roche Collaboration and License Agreement

In June 2022, the Company entered into a collaboration and license agreement (the “Roche Agreement”) with Hoffmann-La Roche Inc. and F. Hoffmann-La Roche Ltd (collectively, “Roche”) regarding the development and commercialization of the Company’s product candidate camonsertib (also known as RP-3500) and specified other Ataxia-Telangiectasia and Rad3-related protein kinase (“ATR”) inhibitors (the “Licensed Products”). Pursuant to the Roche Agreement, the Company granted Roche a worldwide, perpetual, exclusive, sublicensable license to develop, manufacture, and commercialize the Licensed Products, as well as a non-exclusive, sublicensable license to certain related companion diagnostics. The Company agreed to complete specified ongoing clinical trials in accordance with the development plan in the Roche Agreement, as well as ongoing investigator sponsored trials (together, the

“Continuing Trials”) at the Company’s expense. Roche assumed all subsequent development of camonsertib with the potential to expand development into additional tumors and multiple combination studies.

On February 7, 2024, the Company received a written notice from Roche of their election to terminate the Roche Agreement following a review of Roche’s pipeline and evolving external factors. The termination became effective May 7, 2024, at which time the Company regained global development and commercialization rights for camonsertib from Roche.

In February 2024, the Company received a $40.0 million milestone payment from Roche that was earned upon dosing of the first patient with camonsertib in Roche’s Phase 2 TAPISTRY trial in January 2024.

In March 2024, the Company received a payment of $4.0 million for revisions to the clinical development plan under the Roche Agreement, of which $2.1 million was previously recorded as a receivable at December 31, 2023.

The Company recognized nil and $1.1 million as revenue for the three months ended June 30, 2025 and 2024, respectively, and nil and $50.9 million for the six months ended June 30, 2025 and 2024, respectively, as revenue associated with the Roche Agreement in relation to (i) the $40.0 million milestone achievement in the first quarter of 2024, as well as (ii) the recognition of all remaining deferred revenue for research and development services performed towards the completion of the Continuing Trials during the period.

12. Leases

The Company has historically entered into lease arrangements for its facilities. As of June 30, 2025, the Company had three operating leases with required future minimum payments. The Company’s leases generally do not include termination or purchase options.

In the second quarter of 2025, the Company executed a lease amendment agreement whereby it surrendered its laboratory space under its Montréal, Québec headquarters lease agreement that expires in August 2025. Pursuant to this amendment, the Company vacated the surrendered premises on May 1, 2025 and has no further lease obligations with regards to the surrendered premises. The surrendered premises had been accounted for as a separate contract for lease accounting purposes. In connection with the lease termination, the Company de-recognized its right-of-use asset and lease liability related to the surrendered premises, with a de minimis loss recognized in the three-months ended June 30, 2025.

Operating Leases

The following tables contain a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Operating Leases - Lease Costs
Operating lease costs	$	422	$	593	$	1,012	$	1,187
Short-term lease costs		22		15		56		34
Variable lease costs		27		83		99		168
Total lease costs	$	471	$	691	$	1,167	$	1,389


	Six Months Ended June 30,
	2025			2024
	(in thousands, except as specified otherwise)
Other Operating Lease Information
Operating cash flows used for operating leases	$	1,026		$	1,223
Weighted-average remaining lease term (in years)		0.55			1.00
Weighted-average discount rate		9.9	%		4.3	%

13. Share-Based Compensation

2020 Employee Share Purchase Plan

In June 2020, the Company’s board of directors adopted, and the Company’s shareholders approved the 2020 Employee Share Purchase Plan (“ESPP”). The number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2021 and each January 1 thereafter through January 31, 2030, by the lesser of (1) 1.0% of the total number of common shares outstanding on December 31 of the preceding calendar year, (2) 3,300,000 common shares, or (3) such smaller number of common shares as the Company’s board of directors may designate.

The Company issued 73,239 common shares under the ESPP for the six months ended June 30, 2025, at a weighted-average price per share of $1.08, for aggregate proceeds of $0.1 million.

As of June 30, 2025, the number of common shares that may be issued under the ESPP is 2,059,261.

2020 Equity Incentive Plan

In June 2020, the Company’s board of directors adopted, and the Company’s shareholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective on the effective date of the Company's initial public offering (the “IPO”), at which time the Company ceased making awards under the Option Plan. The 2020 Plan allows the Company’s compensation committee to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and consultants including but not limited to stock options and restricted share units. The aggregate number of common shares reserved and available for issuance under the 2020 Plan has automatically increased on January 1 of each year beginning on January 1, 2021 and will continue to increase on January 1 of each year through and including January 1, 2030, by 5% of the outstanding number of common shares on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors.

As of June 30, 2025, the number of common shares reserved for issuance under the 2020 Plan is 14,507,782.

Inducement Plan

In April 2024, the Company’s board of directors approved the adoption of the 2024 Inducement Plan (the “Inducement Plan”), to be used exclusively for grants of awards to individuals who were not previously employees or directors (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The terms and conditions of the Inducement Plan are substantially similar to those of the 2020 Plan.

As of June 30, 2025, the number of common shares that may be issued under the Inducement Plan is 327,800.

Warrants

In November 2024, the Company issued a warrant, as compensation for services to a consultant, to purchase up to 35,000 common shares of the Company at an exercise price of $3.61 per share, vesting in equal quarterly installments over a two-year period. The warrant expires 5 years after the grant date.

During the three and six months ended June 30, 2025, the Company recognized $0.02 million and $0.04 million, respectively, of share-based compensation expense under general and administrative expenses.

Stock Options

The following table summarizes the Company’s stock option activity:


	Number of shares			Weighted average exercise price
Outstanding, January 1, 2025		10,883,904		$	12.79
Granted		1,950,500		$	1.14
Cancelled or forfeited		(2,313,920	)	$	12.52
Outstanding, June 30, 2025		10,520,484		$	10.69

The fair value of stock options, and the assumptions used in the Black Scholes option-pricing model to determine the grant date fair value of stock options granted to employees and non-employees were as follows, presented on a weighted average basis:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024

Fair value of stock options	$	0.80		$	2.67		$	0.88		$	4.72
Risk-free interest rate		4.01	%		4.30	%		4.07	%		4.21	%
Expected terms (in years)		5.50			5.33			6.28			5.97
Expected volatility		91.21	%		83.57	%		90.95	%		83.08	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%

Restricted Share Units

The following table summarizes the Company’s restricted share unit activity:


	Number of shares			Weighted average grant date fair value
Outstanding, January 1, 2025		764,159		$	9.22
Awarded		182,000		$	1.17
Vested and released		(375,225	)	$	9.57
Forfeited		(224,849	)	$	7.18
Outstanding, June 30, 2025		346,085		$	5.93

The fair value of each restricted share unit is estimated on the date of grant based on the fair value of the Company's common shares on that same date.

Share-Based Compensation

Share-based compensation expense for all awards was allocated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Research and development	$	1,018	$	3,694	$	3,325	$	7,113
General and administrative		1,037		2,825		2,688		5,881
Total share-based compensation expense	$	2,056	$	6,519	$	6,014	$	12,994

Share-based compensation expense by type of award was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Stock options	$	1,730	$	5,605	$	4,455	$	11,290
Restricted share units		310		803		1,511		1,512
ESPP		16		111		48		192
Total share-based compensation expense	$	2,056	$	6,519	$	6,014	$	12,994

The three and six months ended June 30, 2025 include a cumulative-effect adjustment, which reduced overall share-based compensation expense by $0.7 million and $3.6 million, respectively, as a result of the resignation of certain executives during the period. As part of their severance arrangements, the Company approved an acceleration in vesting of their stock option and restricted share unit awards. The Company accounted for the award modifications under ASC 718, Compensation - Stock Compensation, and reflected the decrease in fair value of such modified awards as a cumulative-effect adjustment in the three and six months ended June 30, 2025.

As of June 30, 2025, there was $6.8 million and $1.5 million of unrecognized share-based compensation expense to be recognized over a weighted average period of 1.1 years and 1.3 years related to unvested stock options and unvested restricted share units, respectively.

14. Net Loss per Share

The following table summarizes the computation of basic and diluted net loss per share attributable to common shareholders of the Company:


	Three Months Ended June 30,							Six Months Ended June 30,
	2025				2024			2025			2024
	(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(16,744	)		$	(34,774	)	$	(46,787	)	$	(21,612	)
Denominator:
Weighted-average common shares outstanding — basic and diluted		42,921,936				42,445,462			42,757,745			42,339,732
Net loss per share - basic and diluted	$	(0.39	)	<

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Repare Therapeutics Inc. 10-Q