UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2023~~2024


☐			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: 001-35867

Chimerix, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware						33-0903395
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

2505 Meridian Parkway, Suite 100 Durham, North Carolina						27713
(Address of Principal Executive Offices)						(Zip Code)

(919) 806-1074

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CMRX	The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

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 x No o

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 x No o

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer o						Accelerated filer o
Non-accelerated filer x						Smaller reporting company ☒
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of its Common Stock on The Nasdaq Global Market on June 3028, ~~2023~~2024 was $9374,~~625~~314,~~587~~290.

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of ~~February~~March 2314, ~~2024~~2025 was 8993,~~210~~803,~~356~~846.

DOCUMENTS INCORPORATED BY REFERENCE

Document DescriptionPortions of the registrant’s notice of annual meeting of stockholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after registrant’s fiscal year end of December 31, ~~2023~~2024 are incorporated by reference into Part III of this annual report. If such proxy statement is not filed within 120 days after the fiscal year end of December 31, 2024, such information will be included in an amendment to this annual report to be filed within such 120-day period……………………………………………………… 10-K PartIII

CHIMERIX, INC.

FORM 10-K

For the Fiscal Year Ended December 31, ~~2023~~2024

Table of Contents

		Page
PART I
Item 1	Business	4
Item 1A	Risk Factors	23
Item 1B	Unresolved Staff Comments	5154
Item 1C	Cybersecurity	5154
Item 2	Properties	5255
Item 3	Legal Proceedings	5255
Item 4	Mine Safety Disclosures	5255
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5356
Item 6	Reserved	5356
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5356
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	70
Item 8	Financial Statements and Supplementary Data	71
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	101
Item 9A	Controls and Procedures	101
Item 9B	Other Information	102
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	102
PART III
Item 10	Directors, Executive Officers and Corporate Governance	103
Item 11	Executive Compensation	103
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 13	Certain Relationships and Related Transactions, and Director Independence	103
Item 14	Principal Accounting Fees and Services	103
PART IV
Item 15	Exhibits and Financial Statement Schedules	104
Item 16	Form 10-K Summary	107
Signatures		108

PART I

Forward-Looking Statements

This Annual Report on Form 10-K (Annual Report) may contain “forward-looking statements” within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under Part I, Item 1A, “Risk Factors” in this Annual Report. Except as required by law, we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. These statements, which represent our current expectations or beliefs concerning various future events that are subject to risks and uncertainties, may contain words such as “may,” “will,” “would,” “could,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project” or other words indicating future results. Such statements may include, but are not limited to, statements concerning the following:

•the initiation, cost, enrollment, timing, progress and results of our research and development activities, preclinical studies and future clinical trials;

•our ability to obtain and maintain regulatory approval of our current and future product candidates, such as dordaviprone, and any related restrictions, requirements, including the need to develop a companion diagnostic, limitations, and/or warnings in the label of an approved product candidate;

•our ability to obtain funding for our operations;

•our ability to leverage external capital to develop our early-stage pipeline of product candidates;

•the election of the U.S. government to exercise future procurement options for TEMBEXA®;

•the potential for royalty and milestone revenue from our strategic collaborations;

•our plans to research, develop and commercialize our future product candidates;

•our strategic alliance partners’ election to pursue development and commercialization;

•our ability to attract collaborators with development, regulatory and commercialization expertise;

•our ability to obtain and maintain intellectual property protection for our future product candidates;

•the size and growth potential of the markets for our current and future product candidates, and our ability to serve those markets;

•our ability to successfully commercialize our current and future product candidates, such as dordaviprone if approved;

•the rate and degree of market acceptance of our current and future product candidates, including dordaviprone's potential to rapidly become a standard of care and a meaningful therapy for patients with limited treatment options;

•our ability to develop sales and marketing capabilities, whether alone or with potential future collaborators;

•regulatory developments in the United States and foreign countries;

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

•the success of competing therapies that are or become available;

•the loss of key scientific or management personnel;

•our use of the proceeds from our public offerings;

•our ability to enter into transactions to build our product candidate pipeline; ~~and~~

•the accuracy of our estimates regarding expenses, future revenues, capital requirements and need for additional financing.; and

•the anticipated occurrence, manner and timing of Jazz Pharmaceuticals Public Limited Company (Jazz)'s proposed acquisition of us and its effects on our relationships with employees, customers, suppliers, other business partners or governmental entities.

Summary of Risk Factors

Below is a summary of material factors that make an investment in our common stock speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under “Risk Factors” in Part I, Item 1A of this Annual Report. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties described under “Risk Factors” in Part I, Item 1A of this Annual Report as part of your evaluation of an investment in our common stock.

•The pending merger with Jazz is subject to a number of conditions beyond our control. We may not complete the merger within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results, and/or operations.

•The pendency of the merger with Jazz could adversely affect our business, financial results and/or results of operations and may impair our ability to attract and retain qualified employees or retain or maintain relationships with our customers, suppliers, other business partners or governmental entities.

•While the Merger Agreement with Jazz is in effect, we are subject to restrictions on our business activities.

•We anticipate that we will continue to incur significant losses for the foreseeable future, and we may never achieve or maintain profitability.

•All of our product candidates are still under clinical development and may not obtain regulatory approval or be successfully commercialized.

•We may be unable to obtain, or may be delayed in obtaining, regulatory approval for our clinical candidates, including our most advanced clinical candidate, ~~ONC201~~dordaviprone.

•Our ability to generate future revenues from product sales is uncertain and depends upon our ability to successfully develop, obtain regulatory approval for, and commercialize product candidates, and even if we generate future revenues, they may not be sufficient to lead to profitability.

3•Following regulatory approval for any of our product candidates, including dordaviprone, we will still face extensive regulatory requirements and our products may face future development and regulatory difficulties.

•Following regulatory approval for any of our product candidates, including ONC201, we will still face extensive regulatory requirements and our products may face future development and regulatory difficulties.

•We rely on third-party manufacturers to produce our preclinical drug supplies and clinical drug supplies, and intend to rely on third parties to produce commercial supplies of any approved product candidates.

•We routinely evaluate external assets to build our pipeline of product candidates and there can be no assurance that we will be successful in identifying or completing a transaction for a candidate, that any such transaction will result in additional value for our stockholders or that the process will not have an adverse impact on our business.

•The anticipated benefits of the sale of our TEMBEXA assets to Emergent Biodefense Operations Lansing LLC, (Emergent) may not be realized fully or at all or may take longer to realize than expected.

•Our ability to receive future contingent consideration from the sale of TEMBEXA depends on, among other things, Emergent’s ability to successfully develop and commercialize TEMBEXA.

•If we are unable to obtain or protect intellectual property rights related to our products and product candidates, we may not be able to compete effectively in our market.

•Increasing demand for compassionate use or third-party supply of our unapproved therapies could impair or delay the completion of our controlled clinical trials or otherwise result in losses.

•If we fail to comply with the extensive legal and regulatory requirements affecting the health care industry, we could face increased costs, delays in the development of our product candidates, penalties and a loss of business.

•Our common stock may be delisted from The Nasdaq Global Market which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets.

Market, Industry and Other Data

This Annual Report contains estimates, projections and other information concerning our industry, our business and relevant markets, including data regarding the estimated size of relevant markets, patient populations, projected diagnosis rates and the perceptions and preferences of patients and physicians regarding certain therapies, as well as data regarding market research and estimates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph are derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

ITEM 1. BUSINESS

Chimerix Overview

Chimerix (Chimerix, we, our, us or the Company) is a biopharmaceutical company whose mission it is to develop medicines that meaningfully improve and extend the lives of patients facing deadly diseases. The Company is focused on developing imipridones as a potential new class of selective cancer therapies. The most advanced imipridone is dordaviprone (ONC201), which is in clinical-stage development for H3 K27M-mutant diffuse glioma as its lead indication. In addition, a second-generation imipridone (ONC206) is currently in dose escalating clinical trials for adult and pediatric patients with primary central nervous system tumors.

~~Imipridones~~Agreement and ~~ONC201~~Plan ~~(dordaviprone)~~of Merger

~~Imipridones~~On ~~are~~March a4, ~~potential~~2025, ~~new~~we ~~class~~entered ofinto ~~selective~~an ~~cancer~~Agreement ~~therapies.~~and ~~These~~Plan ~~drug~~of ~~candidates~~Merger ~~bind~~(the ~~specifically~~Merger Agreement) with GJazz ~~protein-coupled~~Pharmaceuticals ~~receptors~~Public Limited Company, an Irish public limited company (~~GPCRs~~Jazz), and ~~mitochondrial~~Pinetree ~~caseinolytic~~Acquisition ~~protease~~Sub, PInc., a Delaware corporation and an indirect wholly owned subsidiary of Jazz (~~ClpP~~Purchaser). Pursuant to the Merger Agreement, ~~which~~and ~~may~~upon ~~result~~the interms ~~cancer~~and ~~cell~~subject ~~death.~~to ~~The~~the ~~imipridone~~conditions ~~chemical~~thereof, ~~scaffold~~Jazz ~~provides~~has anagreed ~~opportunity~~to cause Purchaser to ~~target~~commence ~~GPCRs~~a ~~and~~tender ~~ClpP~~offer ~~with~~to ~~differential~~acquire ~~specificity~~all ~~and~~of ~~function~~our outstanding shares at a price of $8.55 ~~This~~per ~~presents~~share anin ~~opportunity~~cash, without interest and subject to ~~develop~~reduction ~~potential~~for ~~imipridone~~any ~~therapies~~applicable ~~broadly~~withholding ~~within~~taxes ~~cancer~~(the ~~and~~Offer ~~other~~Price), ~~diseases~~representing a total consideration of approximately $935 million. Upon the successful completion of the tender offer, Jazz will acquire all shares not acquired in the tender through a second-step merger for the same consideration per share paid in the tender offer. Our Board of Directors unanimously recommended that our shareholders tender their shares in the tender offer.

~~ONC201~~The ~~(International~~transaction ~~Nonproprietary~~is ~~Name~~subject to customary closing conditions, including the tender of a majority of the outstanding shares of our voting common stock and other conditions. At the Effective Time (~~INN~~as defined in the Merger Agreement):, ~~dordaviprone~~each outstanding share of the Company (other than certain exceptions as described therein) ~~binds~~will ~~with~~automatically ~~specificity~~be converted into the right to ~~Dopamine~~receive ~~Receptor~~the D2Offer ~~(DRD2)~~Price, ~~and~~without ~~ClpP.~~any ~~ONC201~~interest ~~has~~thereon ~~been~~and ~~shown~~subject to ~~selectively~~any ~~induce~~withholding ~~cell~~of ~~death~~applicable taxes. We anticipate the transaction will close in ~~cancer~~the ~~cells~~second byquarter ~~binding~~of 2025. Following the completion of the tender offer and subject to the terms and ~~differentially~~conditions ~~altering~~of ~~activity~~the Merger Agreement, the Company will survive as a wholly owned subsidiary of ~~DRD2~~Jazz and ~~ClpP~~cease to be a publicly traded company.

~~ONC201~~The ~~Development~~Merger ~~Program~~Agreement contains customary termination rights for us and Jazz. If the Merger Agreement is terminated under specified circumstances, we will be required to pay Jazz a termination fee of $35 million in cash.

~~ONC201~~Additional isInformation ~~currently~~and inWhere ato ~~global~~Find randomized Phase 3 trial (the ACTION Study) for patients with diffuse glioma, or diffuse midline glioma (DMG), which harbor a H3 K27M mutation. Frontline radiotherapy is the standard of care for these patients. DMGs that harbor the H3 K27M mutation are considered Grade IV by the World Health Organization. This patient population has few treatment options and poor prognoses. It

~~Phase~~The 3tender ~~ACTION~~offer ~~Study~~referenced in this Annual Report has not yet commenced. This Annual Report is for informational purposes only and is not a substitute for the tender offer materials that Jazz and Purchaser are expected to file with the SEC upon the commencement of ~~ONC201~~the tender offer. The solicitation and offer to tender and the offer to buy Chimerix stock will only be made pursuant to the tender offer statement on Schedule TO, including an Offer to Purchase and related tender offer materials that Jazz and Purchaser are expected to file with the SEC. CHIMERIX’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF CHIMERIX SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the

The ACTION Study is currently enrolling patients at over 130 sites in 13 countries in North America, Europe, the UK, Israel, Australia and Asia. The ACTION trial enrolls patients shortly after they have completed front-line radiation therapy that is the standard of care for glioma. The study is designed to enroll 450 patients randomized 1:1:1 to receive ONC201 at one of two dosing frequencies or placebo. Participants are randomized to receive either: (i) 625mg of ONC201 once per week (the Phase 2 dosing regimen), (ii) 625mg twice per week on two consecutive days or (iii) placebo. The study is open to pediatric and adult patients >10kg body weight and the dose will be scaled by body weight for patients weighing less than 52.5kg. Primary endpoints include Overall Survival (OS) and progression free survival (PFS). OS will be assessed for efficacy at three alpha-allocated timepoints consisting of two interim assessments by an Independent Data Monitoring Committee (IDMC) at 164 events and 246 events, respectively, and a final assessment at 327 events. The final PFS analysis will be performed after 286 events, with progression assessed using response assessment in neuro-oncology-high grade glioma (RANO HGG) and response assessment in neuro-oncology-low grade glioma (RANO-LGG) criteria by blinded independent central review (BICR). Secondary endpoints include corticosteroid response, performance status response, change from baseline in quality of life (QoL) assessments and change from baseline in neurologic function as assessed by the Neurologic Assessment in Neuro-Oncology (NANO) scale.

~~Future~~related ~~Regulatory~~Letter ~~Interactions~~of Transmittal, certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be available to all stockholders of Chimerix at no expense to them and will also be available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting either Jazz or Chimerix. Copies of the documents filed with the SEC by Chimerix will be available free of charge on Chimerix’s website at https://www.chimerix.com or by contacting Chimerix at IR@chimerix.com. Copies of the documents filed with the SEC by Jazz will be available free of charge on Jazz’s website at https://investor.jazzpharma.com or by contacting Jazz’s Investor Relations Department at investorinfo@jazzpharma.com.

~~Our~~In ~~plan~~addition is to ~~initiate~~the aOffer ~~submission~~ to ~~regulators~~Purchase, ~~for~~the ~~approval~~related ~~upon~~Letter aof ~~positive~~Transmittal ~~overall~~and ~~survival~~certain ~~analysis~~other attender ~~either~~offer ofdocuments, ~~the~~as ~~interim~~well oras the ~~final~~Solicitation/Recommendation ~~overall~~Statement ~~survival~~on ~~analyses.~~Schedule ~~In addition~~14D-9, inJazz ~~the~~and ~~event~~Chimerix ~~the~~each ~~result~~file ofannual, ~~the~~quarterly ~~progression~~and ~~free~~current ~~survival~~reports, ~~analysis~~proxy isstatements ~~positive,~~and weother ~~would~~information ~~discuss~~with the ~~potential~~SEC, ~~for~~which ~~submission~~are ~~and~~available ~~approval~~to ofthe ~~ONC201~~public ~~with~~over the ~~regulatory~~internet ~~authorities~~at ~~based~~the onSEC’s ~~this~~website ~~data~~at http://www. sec.gov.

~~Significant~~Imipridones ~~Peer~~and ~~Reviewed Journal Publications~~Dordaviprone

InNew ~~August~~Drug ~~2023,~~Application ~~data in support of ONC201 as a treatment~~ for H3Accelerated ~~K27M-mutant~~Approval ~~diffuse midline gliomas (H3K27M-DMG) appeared in the peer-reviewed journal, Cancer Discovery, a journal~~ of the American Association for Cancer Research. The manuscript titled, “Clinical efficacy of ONC201 in H3K27M-mutant diffuse midline gliomas is driven by disruption of integrated metabolic and epigenetic pathways,” reported survival analyses of 71 patients with H3K27M-DMG treated with ONC201, which demonstrated promising results in a patient population with a poor prognosis and few treatment options. In addition to assessing clinical outcomes, the study corroborated mechanistic findings from laboratory models in samples from treated patients that demonstrated the ability of ONC201 to disrupt metabolic pathways and reverse a molecular signature of the H3 K27M mutation in patient's tumor samples. According to the survival analyses in this study, ONC201 frontline treatment, administered post radiation therapy, demonstrated a significant increase in median overall survival (mOS) from diagnosis in ONC201-treated versus in historical controls (21.7 months mOS vs. 12 months mOS, p<0.0001). The study was led by a team of researchers from the University of Michigan and other collaborators including several authors from Chimerix. The journal can be accessed at https://aacrjournals.org/cancerdiscovery/article/13/11/2370/729854/Clinical-Efficacy-of-ONC201-in-H3K27M-Mutant.Dordaviprone

InOn February ~~2024~~14, ~~“ONC201 (dordaviprone) in Recurrent H3 K27M-mutant Diffuse Midline Glioma~~2025,” ~~was published in~~ the ~~Journal~~U.S. ofFood ~~Clinical~~and ~~Oncology~~Drug Administration (~~JCO~~FDA), aaccepted ~~peer~~for ~~reviewed~~filing ~~journal~~our ofNew ~~the~~Drug ~~American~~Application ~~Society of Clinical Oncology~~ (~~ASCO~~NDA). ~~The~~seeking ~~manuscript~~accelerated ~~reports~~approval inof ~~detail~~dordaviprone for the ~~results~~treatment of 50 patients with recurrent H3 K27M-~~DMG~~mutant ~~treated~~diffuse ~~with monotherapy ONC201 who were evaluable for objective response by Response Assessment in Neuro-Oncology (RANO) high grade~~ glioma ~~(HGG) criteria~~. ~~ONC201~~In ~~demonstrated~~its ~~a median overall survival (mOS) of 13.7 months (95% CI: 8.0-20.3)~~acceptance, ~~with~~FDA anconfirmed ~~overall~~that ~~two-year~~the ~~rate~~NDA ofwill ~~survival~~receive ofPriority ~~35%~~Review ~~(95%~~under ~~CI: 21-49) from~~ the ~~start~~terms of ~~ONC201~~the ~~treatment~~Prescription ~~post-recurrence.~~Drug ~~The~~User ~~Company~~Fee ~~previously~~Act ~~conducted a natural disease history study~~ (~~n=43~~PDUFA). inThe ~~the~~target ~~recurrent~~date ~~setting~~for ~~evaluating~~completion ~~patients~~of ~~who~~FDA’s ~~did~~review ~~not receive ONC201 which showed a mOS~~ of ~~5.1~~the ~~months~~NDA (~~95% CI: 3~~i.~~9-7~~e.1) ~~with~~the anPDUFA ~~overall~~date) ~~two-year~~is ~~survival~~August ~~rate~~18, ~~of 11% (95% CI: 3~~2025.~~3-24.2).~~ ~~The~~FDA ~~top-line~~has ~~data~~indicated ~~from~~that ~~this~~it ~~JCO~~is ~~publication~~not ~~were~~planning ~~previously~~to ~~disclosed~~hold byan ~~the~~Oncologic ~~Company.~~Drug ~~The~~Advisory ~~journal~~Committee ~~can~~(ODAC) bemeeting ~~accessed~~ at ~~https://ascopubs~~this time.~~org/doi/10.1200/jco.23.01134.~~

~~2021 Blinded Independent Central Review (BICR) of ONC201 Patient Data (JCO 2024 Publication Data)~~Background

~~The~~In ~~ONC201~~December ~~Phase~~2024, 2the ~~Efficacy~~Company ~~Analysis~~announced ~~performed~~its insubmission ~~2021~~of byan ~~BICR~~NDA inseeking ~~recurrent~~accelerated H3approval ~~K27M-mutant~~of ~~DMG~~dordaviprone ~~demonstrated a 30% best overall response rate by Response Assessment in Neuro-Oncology criteria~~ for ~~high~~the ~~grade~~treatment ~~glioma (RANO-HGG) and/or low-grade glioma (RANO-LGG). The cohort was comprised~~ of ~~the first 50~~ patients enrolled across five ONC201 clinical protocols, who met specific criteria designed to isolate the tumor response from ONC201 monotherapy, based on feedback from the U.S. FDA. These patients were two years of age or older, had measurable diffuse midline glioma with ~~the~~recurrent H3 K27M-~~mutation,~~mutant ~~and~~diffuse ~~had evidence of disease progression following prior therapy with radiation completed at least 90 days prior to enrollment~~glioma. ~~This~~The ~~data~~NDA was based on ~~strict~~recent ~~criteria~~program tomilestones ~~ensure responses were attributable to a single agent. Each response required imaging~~ and ~~clinical~~additional ~~criteria~~supportive ~~and was subject to a dual reader BICR.~~ data:

•Substantial enrollment of the Phase 3 ACTION study;

•Phase 2 objective response rate of the 50-patient primary efficacy analysis assessed by blinded independent central review as the primary basis of efficacy in the NDA;

•Several response assessments, including the most contemporary response assessment criteria for gliomas, Response Assessment in Neuro-Oncology 2.0 (RANO 2.0), under which dordaviprone demonstrated an objective response rate of 28%, a median duration of response of 10.4 months and a median time to response of 4.6 months;

•Additional clinical data sets and patient narratives supportive of the primary efficacy analysis observed to date;

•Clinical and nonclinical demonstration of dordaviprone-driven reversal of the central hallmark of H3 K27M-mutant glioma, H3K27 trimethyl loss;

•Comprehensive safety database of glioma patients and healthy volunteers that supports a favorable benefit/risk profile observed to date; and

•Comprehensive clinical pharmacology and chemistry, manufacturing, and controls studies.

Additionally, dordaviprone for H3 K27M-mutant diffuse glioma has received FDA rare pediatric disease designation. Should the Company be awarded a rare pediatric disease priority review voucher with approval of the NDA and subsequently sell such rare pediatric disease priority review voucher to a third party, 50% of the net proceeds from such sale would be payable to the former securityholders of Oncoceutics, Inc. pursuant to the Agreement and Plan of Merger with Oncoceutics, Inc., dated as of January 7, 2021.

Phase 3 ACTION Study of Dordaviprone

Dordaviprone is currently in a global randomized Phase 3 trial (the ACTION Study) for patients with diffuse glioma, or diffuse midline glioma (DMG), which harbor a H3 K27M mutation. Frontline radiotherapy is the standard of care for these patients. DMGs that harbor the H3 K27M mutation are considered Grade IV by the World Health Organization. This patient population has few treatment options and poor prognoses.

The Phase 3 ACTION Study is currently enrolling H3 K27M-mutant glioma patients in 18 countries in North and South America, Europe, the UK, Israel, Australia and Asia. Management expects interim overall survival (OS) data from the trial to be available in 2026. The ACTION Study enrolls patients shortly after they have completed front-line radiation therapy that is the standard of care for glioma. The study is designed to enroll 450 patients randomized 1:1:1 to receive dordaviprone at one of

two dosing frequencies or placebo. Participants are randomized to receive either: (i) 625mg of dordaviprone once per week, (ii) 625mg twice per week on two consecutive days or (iii) placebo. The study is open to pediatric and adult patients >10kg body weight and the dose will be scaled by body weight for patients weighing less than 52.5kg. Primary endpoints include OS and progression-free survival (PFS). OS will be assessed for efficacy at three alpha-allocated timepoints consisting of two interim assessments by the Independent Data Monitoring Committee (IDMC) at 164 events and 246 events, respectively, and a final assessment at 327 events. The final PFS analysis will be performed after 286 events, with progression assessed using response assessment in neuro-oncology-high grade glioma (RANO) criteria by blinded independent central review (BICR). Secondary endpoints include corticosteroid response, performance status response, change from baseline in quality of life (QoL) assessments and change from baseline in neurologic function as assessed by the Neurologic Assessment in Neuro-~~HGG~~Oncology (NANO) scale. A pre-specified safety review of patients in the ACTION Study was conducted by the IDMC, which did not identify any safety concerns, and recommended that the study continue as planned and designed. The ACTION study remains an important study as it is evaluating dordaviprone in a different line of therapy (front-line/pre-recurrence) than the potential accelerated approval NDA in the recurrent H3 K27M-mutant diffuse glioma setting. Additionally, should the currently submitted NDA for dordaviprone lead to an accelerated approval in the recurrent setting, it is possible the FDA may identify the ACTION study as a confirmatory study for full approval.

AsSignificant ~~shown~~Peer inReviewed ~~the~~Journal ~~following~~Publications ~~waterfall~~and ~~plot, the RANO-HGG response assessment criteria that quantitatively evaluates neuroimaging with contrast enhancement assessed by dual reader BICR with adjudication determined:~~Presentations

~~•Overall~~In November 2024, we presented an updated Phase 2 response ~~rate~~assessment of dordaviprone in recurrent H3 K27M glioma at the 2024 Society for Neuro Oncology (~~ORR~~SNO) meeting. The presentation provided an updated assessment of objective response to bedordaviprone 20previously reported in the BICR cohort in recurrent H3 K27M-mutant diffuse glioma using RANO 2.0%, ~~(95%~~the ~~Confidence~~most ~~Interval~~recently ~~(CI):~~established 10criteria for this disease currently.0 -The 34updated analysis demonstrated an overall response rate of 28.0%);, ~~including~~a ~~one~~median ~~complete~~time to response of 4.6 months plus a median duration of response of 10.4 months.

~~•Disease~~In ~~control~~February 2024, “ONC201 (dordaviprone) in Recurrent H3 K27M-mutant Diffuse Midline Glioma” was published in the Journal of Clinical Oncology (JCO), a peer reviewed journal of the American Society of Clinical Oncology (ASCO). The manuscript reports in detail the results of 50 patients with recurrent H3 K27M-mutant diffuse midline gliomas (H3K27M-DMG) treated with monotherapy dordaviprone who were evaluable for objective response by RANO high grade glioma (HGG) criteria. Dordaviprone demonstrated a median overall survival (mOS) of 13.7 months (95% CI: 8.0-20.3), with an overall two-year rate toof besurvival 40of 35% (95% CI: 2621-49) from the start of dordaviprone treatment post-recurrence. 55We previously conducted a natural disease history study (n=43) in the recurrent setting evaluating patients who did not receive dordaviprone which showed an mOS of 5.1 months (95% CI: 3.9-7.1) with an overall two-year survival rate of 11% (95% CI: 3.3-24.2). We had previously disclosed the top-line data from this JCO publication.

In August 2023, data in support of dordaviprone as a treatment for H3K27M-DMG appeared in the peer-reviewed journal, Cancer Discovery, a journal of the American Association for Cancer Research. The manuscript titled, “Clinical efficacy of ONC201 in H3K27M-mutant diffuse midline gliomas is driven by disruption of integrated metabolic and epigenetic pathways,” reported survival analyses of 71 patients with H3K27M-DMG treated with dordaviprone, which demonstrated promising results in a patient population with a poor prognosis and few treatment options. In addition to assessing clinical outcomes, the study corroborated mechanistic findings from laboratory models in samples from treated patients that demonstrated the ability of dordaviprone to disrupt metabolic pathways and reverse a molecular signature of the H3 K27M mutation in patient's tumor samples. According to the survival analyses in this study, dordaviprone frontline treatment, administered post radiation therapy, demonstrated a significant increase in mOS from diagnosis in dordaviprone-treated versus in historical controls (21.7 months mOS vs. 12 months mOS, p<0.0001). The study was led by a team of researchers from the University of Michigan and other collaborators including several authors from Chimerix.

Eligibility for Primary Efficacy Analysis Aligned with FDA

We aligned with the FDA on the eligibility requirements to evaluate monotherapy efficacy of dordaviprone in recurrent H3K27M-DMG by dual-reader BICR in the first 50 subjects who met the agreed upon criteria. The data submitted in the NDA to the FDA included primary efficacy analysis by RANO 2.0, RANO high grade glioma (RANO HGG) and RANO low grade glioma (RANO LGG). The table below summarizes the findings by all three criteria.

1.Includes one patient with unconfirmed response by RANO~~-LGG~~ 2.0.

As2.Five ~~shown~~overall inradiographic ~~the~~SD ~~following~~accompanied ~~waterfall~~by ~~plot,~~increase ~~the~~in ~~RANO-LGG~~corticosteroids; ~~response~~three ~~assessment~~overall ~~criteria~~radiographic ~~that~~PD ~~quantitatively~~accompanied ~~evaluates neuroimaging without contrast enhancement assessed~~ by ~~dual~~decrease ~~reader~~in ~~BICR~~corticosteroids. ~~with adjudication determined:~~

~~•ORR~~3.Eight tooverall beradiographic ~~26%~~SD ~~(95%~~accompanied ~~CI:~~by 15increase -in ~~40%)~~corticosteroids; three overall radiographic PD accompanied by decrease in corticosteroids.

~~•Disease~~Dordaviprone ~~control~~Clinical ~~rate~~Pharmacology toand beSafety ~~42% (95% CI: 28 - 57%)~~Assessment

~~The~~In ~~proportion~~clinical ofpharmacology ~~patients~~studies ~~achieving~~comprising ~~either~~245 aparticipants, ~~RANO-HGG~~dordaviprone orwas awell ~~RANO-LGG~~tolerated ~~response,~~at ordose ~~both~~levels ~~responses,~~ranging ~~was~~from ~~30%~~125mg to 750mg. The majority of treatment-related adverse events were Grade 1 (~~95%~~mild) ~~CI:~~and 17transient.9 The most common treatment-related ~~44.6%~~adverse events (AE) were Grade 1 nausea and dizziness.

~~Among~~In ~~evaluable~~completed ~~patients~~glioma ~~(those~~patient ~~receiving~~studies, atthe ~~least~~most ~~4mg~~common ofAEs ~~dexamethasone~~were ~~daily~~fatigue, ~~at baseline)~~headache, 46vomiting and nausea.7% ~~achieved~~The atmajority ~~least~~of athe ~~50%~~adverse ~~confirmed~~events ~~reduction~~were inmild ~~corticosteroid~~to ~~dose~~moderate. ~~Among~~Investigators ~~evaluable~~reported ~~patients~~serious ~~(those~~adverse ~~with~~events athey ~~baseline~~considered ~~performance~~possibly ~~status~~related ~~(KPS/LPS)~~to ~~score~~dordaviprone ofin 80only or15 ~~lower~~patients (3.6%). Overall, 20only 10 patients (2.64%) ~~achieved~~experienced a ~~confirmed~~treatment-related ~~improvement,~~AE ~~indicative~~that ofled ~~improved~~to ~~quality~~study ofdrug ~~life~~modification or discontinuation.

Overall survival:

•12 months: 57% (95% CI: 41 - 70%)

•24 months: 35% (95% CI: 21 - 49%)

Serious adverse events

To date, two serious adverse events have been reported that were considered to be possibly ONC201-related by the investigator, but were deemed unlikely to be ONC201-related by the sponsor. Full safety data collection and analysis for this cohort is ongoing. Prior safety review of ONC201 identified the most commonly reported adverse events (AEs) as nausea/vomiting, fatigue and decreased lymphocyte counts.

Natural Disease History Study

The Company sponsored a Natural Disease History study that gathered data from eleven sites in patients who did not receive ONC201. The findings of this study first reported in December 2022 support the expectation of a poor prognosis among recurrent H3 K27M-mutant diffuse glioma patients. The analysis was divided into two separate cohorts.

•Overall Survival Cohort. In relapsed patients who did not receive ONC201, the median overall survival following first disease progression was 5.1 months. This is in contrast to the data from the 2021 BICR which showed a median OS of 13.7 months from the start of ONC201 treatment following disease progression. Rates of survival at 12 (57% (95% CI: 41 - 70%)) and 24 months (35% (95% CI: 21 - 49%)) in the ONC201 Phase 2 analysis were approximately 2 - 3 times the rates observed in this analysis of patients who did not receive ONC201 (survival at 12 (24% (95% CI: 12-38%)) and 24 months (11% (95% CI: 3.3-24.2))).

•Objective Response Cohort. The Company also evaluated objective response by RANO-HGG criteria in patients who received therapies other than ONC201 but met similar selection criteria used for the Phase 2 analysis of ONC201 designed to isolate single agent responses in the recurrent setting. In the two patients who were evaluable, neither achieved an objective response. The low number of patients who qualified was primarily due to the high prevalence of ONC201, bevacizumab and/or radiotherapy use following relapse, which would confound an objective response determination.

Fast Track Designation by FDA

The FDA has granted ~~ONC201~~dordaviprone Fast Track Designation for the treatment of adult recurrent H3 K27M-mutant high-grade glioma, Rare Pediatric Disease Designation for treatment of ~~H3 K27M~~H3K27M-~~mutant diffuse glioma~~DMG, and Orphan Drug Designations for the treatment of glioblastoma and for the treatment of malignant glioma.

ONC201 in Other Cancers

In addition to clinical trials in glioma, ONC201 has been evaluated in an open label Phase 2 investigator-initiated study that treated 30 patients at the Cleveland Clinic with rare neuroendocrine tumors. Paraganglioma patients were enrolled in two cohorts initiating ONC201 either once or twice weekly. A third cohort included patients with other neuroendocrine tumors, including desmoplastic small round cell tumor (DSRCT), dosed weekly with ONC201. The primary endpoint was radiographic response as measured by Response Evaluation Criteria in Solid Tumors (RECIST) criteria. Investigator-assessed data from this study were presented at the annual meeting of the American Society of Clinical Oncology (ASCO) in 2021 and published in the journal Clinical Cancer Research in 2022.

In the cohort of recurrent metastatic paraganglioma patients receiving ONC201 monotherapy once weekly, 50% (5/10) of patients exhibited a partial response (PR) and two additional patients had stable disease (SD) that lasted longer than three months. Five of the 10 patients in this cohort were treated longer than one year. Among the cohort of paraganglioma patients receiving ONC201 twice weekly 1 PR and 7 SD were observed; this cohort includes four of eight patients who crossed over from the weekly dosing cohort. The third cohort of other neuroendocrine tumors included one PR (DSRCT) and two SD (DSRCT; neuroblastoma) that lasted longer than three months. Importantly, across all cohorts there was no decline in Karnofsky Performance Status (KPS) at week 12 for 93% of patients (28/30) and no dose modification due to treatment-related adverse events.

ONC206

ONC206 is a second generation imipridone ~~and potent~~ ClpP agonist and DRD2 antagonist that ~~penetrates the blood-brain barrier. ONC206 exhibits approximately ten-fold greater potency relative to ONC201 across numerous cancer cells types in vitro and~~ has demonstrated ~~anti-tumor~~monotherapy activity in ~~preclinical~~advanced ~~models~~solid oftumor ~~difficult-to-treat~~models. ~~neuroendocrine~~Oral ~~tumors,~~ONC206 ~~endometrial~~was ~~cancer,~~well ~~triple~~tolerated ~~negative~~and ~~breast~~achieved ~~cancer~~prolonged ~~and~~exposures ~~high-grade~~above ~~gliomas.~~target ~~The~~thresholds ~~multimodal~~in ~~anti-cancer~~Phase ~~mechanism~~1 ofdose ~~ONC206~~escalation istrials ~~driven~~at bydose ~~disruption~~frequencies ofup ~~metabolic~~to ~~and~~twice ~~epigenetic~~per ~~pathways~~day inon ~~tumor~~three ~~cells~~consecutive ~~via~~days ~~activations~~per ofweek ~~the~~(BID ~~mitochondrial ClpP~~TIW).

~~Currently,~~The wedose ~~are~~escalation ~~enrolling~~studies of ONC206 ~~dose~~have ~~escalation~~enrolled ~~trials~~over 100 pediatric and adult patients with CNS tumors. Thus far, a ~~more~~similar ~~frequent~~safety ~~dosing~~profile ~~schedule~~has ~~with~~been observed in the ~~goal~~pediatric ofand ~~increasing~~adult populations, with the ~~duration~~majority of ~~therapeutic~~treatment-related ~~exposure.~~adverse ~~ONC206~~events ~~for~~(fatigue, ~~adults~~lymphocyte ~~with~~count ~~recurrent~~decrease ~~primary~~and ~~central~~vomiting) ~~nervous~~being ~~system~~mild ~~tumors~~to ismoderate. ~~ongoing~~No atsignificant change in the ~~National~~overall ~~Institute~~safety ofprofile ~~Health~~has ~~(NCT04541082)~~been reported to date as dosing has escalated and atintensified ~~the~~in ~~Pacific~~frequency ~~Pediatric~~from ~~Neuro-Oncology~~once ~~Consortium~~per ~~(PNOC),~~week ~~for~~to ~~pediatric~~twice ~~patients~~per ~~with~~day ~~central~~on ~~nervous~~three ~~system~~consecutive ~~tumors~~days per week. Completion of dose escalation is expected to occur in Q2 of 2025.

9Nonclinical studies remain ongoing to identify additional oncology indications for further development of ONC206.

In March 2023, the Company reported an investigator-assessed response in a patient with recurrent glioblastoma without the H3K27M-mutation. To date, ONC206 is generally well tolerated with a similar safety profile in adults and pediatrics. No dose limiting toxicities have been identified to date. 8

Early Pipeline Development, ONC212 and CMX521

ONC212 is an imipridone, investigational agonist of the orphan GPCR tumor suppressor GPR132, as well as ClpP. Similar to the potential downstream effects of ~~ONC201~~dordaviprone and ONC206, in vitro studies of ONC212 demonstrate activation of integrated stress response, inhibition of Ras signaling and selective killing of tumor cells.

Initial IND-enabling studies with ONC212 have been completed and pre-clinical studies are on-going in collaborations with the University of Texas MD Anderson Cancer Center and Brown University. These preclinical studies look to evaluate potential oncology indications and predictive ONC212 biomarkers that could be suitable for clinical development.

CMX521 is a nucleoside analog antiviral drug candidate for the treatment of ~~SARS-CoV-2~~novel coronaviruses. CMX521 is not mutagenic, clastogenic, or associated with mitochondrial toxicity. In addition, oral CMX521 demonstrated a favorable profile in GLP toxicology studies and was well-tolerated up to 2,400 mg in a healthy volunteer Phase 1 study for a different indication.

Pursuant to a 2006 agreement between the Company and The Regents of the University of Michigan (UM), the Company obtained an exclusive, worldwide license to UM’s patent rights ~~(the UM Patent Rights)~~ in certain inventions related to certain compounds originally synthesized at UM, including CMX521 (the UM Patent Rights). Under the license agreement, the Company is permitted to research, develop, manufacture and commercialize products utilizing the UM Patent Rights, and to sublicense such rights subject to certain sublicensing fees and royalty payments.

~~The~~We ~~Company~~are is currently working with the Rapidly Emerging Antiviral Drug Development Initiative (READDI) at the University of North Carolina at Chapel Hill (UNC) ~~which~~for the development of CMX521 as a potential treatment for novel coronaviruses. UNC is the co-recipient of a grant for approximately $1.7 million from the state of North Carolina ~~for~~which will defray the ~~development~~majority of ~~CMX521~~the ascosts aon ~~potential~~this ~~treatment for SARS-CoV-2~~effort. ~~READDI~~The grant is aexpected ~~global~~to ~~public-private~~fund ~~partnership~~prodrug ~~founded~~synthesis atand ~~UNC~~animal bystudies ~~the~~to ~~UNC~~optimize ~~Eshelman~~delivery ~~School~~ of ~~Pharmacy,~~CMX521 ~~UNC~~to ~~School~~the oflungs ~~Medicine,~~via ~~Gilling~~a ~~School~~convenient oforal ~~Global~~formulation. ~~Public~~Multiple ~~Health,~~prodrugs ~~Eshelman~~have ~~Institute~~been ~~for~~synthesized ~~Innovation~~ and ~~the~~efforts ~~Structural~~are ~~Genomics~~underway ~~Consortium.~~to ~~The~~determine ~~grant~~efficacy ~~will~~against ~~fund~~a ~~prodrug~~diverse ~~synthesis~~panel ~~and animal studies to optimize delivery~~ of ~~CMX521~~coronaviruses toincluding ~~the~~circulating ~~lungs~~and ~~via~~pre-emergent ~~a convenient oral formulation~~strains. In addition, UNC ~~will~~intends to conduct ~~COVID-19~~coronavirus disease mouse efficacy ~~models~~model studies and evaluate lung delivery of the active antiviral.

Chimerix Antiviral Chemical Library

The Chimerix Chemical Library contains over 10,000 heterocyclic ring systems and nucleosides. This library includes approximately 3,500 nucleoside analog compounds, most of which are candidates for lipid conjugation. In a collaboration with the scientists at UNC and the University of Wisconsin-Madison, we continue to evaluate our library of antiviral molecules to identify candidates that may have the potential to accelerate pandemic preparedness or response to SARS-CoV-2 (for example, COVID-19) or other potential future pandemics.

TEMBEXA (brincidofovir, BCV)

TEMBEXA is a lipid conjugate which acts via inhibition of viral DNA synthesis that is a medical countermeasure for smallpox. On June 4, 2021, the FDA granted TEMBEXA approval for the treatment of smallpox. TEMBEXA is available in tablets and oral suspension. It is approved for adult and pediatric patients, including neonates. TEMBEXA was developed as a medical countermeasure for the treatment of smallpox under a collaboration with Biomedical Advanced Research and Development Authority (BARDA).

On ~~August~~September 26, 2022, the Company ~~entered~~sold ~~into~~its aexclusive ~~procurement~~worldwide ~~contract~~rights to brincidofovir, including TEMBEXA® and specified related assets (the ~~BARDA~~Asset ~~Agreement~~Sale) ~~with~~to ~~BARDA~~Emergent. Upon closing of the Asset Purchase Agreement for the ~~delivery~~Asset Sale, the Company received $238 million upfront and could receive additional milestone payment of up to $136.5 million to be paid contingent upon the execution of optional future procurement awards from BARDA and other development milestones. The Company may also earn a 20% royalty on future gross profit of TEMBEXA in the United States associated with volumes above 1.7 million treatment courses of ~~tablet~~therapy ~~and~~during ~~suspension~~the ~~formulations~~exclusivity period of TEMBEXA®. The agreement also allows the Company to earn a 15% royalty on all gross profit associated with TEMBEXA sales outside of the ~~U.S.~~United ~~government.~~States ~~The~~during ~~BARDA~~the ~~Agreement~~exclusivity ~~consists~~period of TEMBEXA on a ~~five~~market-~~year~~to-market ~~base~~basis. In ~~period~~September of2024, ~~performance~~BARDA and aEmergent ~~total~~agreed ~~contract~~to ~~period~~amend ofthe ~~performance~~terms ~~(base~~of ~~period~~the ~~plus~~BARDA ~~option~~Agreement ~~exercises)~~for sales of upTEMBEXA. We are currently evaluating our next steps with respect to ~~ten~~Emergent ~~years,~~regarding ifthe ~~necessary.~~effect of the amended BARDA Agreement on the achievement of the sales milestones set forth in the Asset Purchase Agreement.

On September 26, 2022, the Company sold its exclusive worldwide rights to brincidofovir, including TEMBEXA® and specified related assets (the Asset Sale) to Emergent. Upon closing of the Asset Purchase Agreement for the Asset Sale, the Company received $238 million upfront and could receive additional milestone payment of up to $136.5 million to be paid contingent upon the execution of optional future procurement awards from BARDA and other development milestones. The Company may also earn a 20% royalty on future gross profit of TEMBEXA in the United States associated with volumes above 9

1.7 million treatment courses of therapy during the exclusivity period of TEMBEXA. The agreement also allows the Company to earn a 15% royalty on all gross profit associated with TEMBEXA sales outside of the United States during the exclusivity period of TEMBEXA on a market-to-market basis.

The Company continues to provide operational support to Emergent in furtherance of its obligations under both the Asset Purchase Agreement (and related agreements) and the BARDA Agreement. The BARDA Agreement was novated to Emergent in December 2022.

Our Strategy

The principal components of our business strategy are to:

•Successfully ~~execute~~commercialize ~~the~~dordaviprone. Dordaviprone ~~randomized~~could ~~controlled~~receive ~~Phase~~marketing 3authorization ~~ACTION~~in ~~study. ONC201~~the isUnited ~~being~~States ~~developed~~as ~~for~~soon H3as ~~K27M-mutant~~August ~~diffuse~~18, ~~glioma~~2025. ~~Currently~~Therefore, we ~~are~~plan ~~enrolling~~to ~~ACTION,~~build a ~~randomized,~~platform ~~double-blind,~~to ~~placebo-controlled,~~support ~~multi-center~~a ~~Phase~~potential 3commercial ~~international~~launch ~~trial~~in ~~for~~the ~~newly~~United ~~diagnosed~~States ~~patients~~in ~~with~~the H3third ~~K27M-mutant~~quarter ~~diffuse glioma shortly following radiation with targeted enrollment~~ of ~~approximately 450 patients randomized 1:1:1 to receive ONC201 at one of two dosing frequencies or placebo~~2025. ~~Available~~Patients ~~Phase~~with ~~2 data demonstrate durable responses (as measured by RANO) in recurrent~~ H3 K27M- mutant diffuse ~~midline~~ glioma ~~associated~~are faced with ~~other~~a ~~forms~~terminal ~~of clinical benefit. The Phase 2 program was designed to isolate single agent activity in difficult treatment settings. Independent and company sponsored natural~~ disease ~~history~~with ~~studies~~no ~~support~~known aeffective ~~potential~~therapeutic ~~survival~~options ~~advantage.~~beyond ~~The genetically selected patient population limits patient heterogeneity~~radiation. In the current neuro-oncology community, there exists high awareness of ~~ONC201~~dordaviprone which we believe will aid in the ~~enrollment~~potential ~~of this study~~commercialization.

•~~Upon~~Successfully ~~approval,~~execute ~~successfully~~the ~~commercialize~~randomized ~~ONC201~~controlled Phase 3 ACTION Study. ~~Patients~~ Dordaviprone ~~with~~is being developed for H3 K27M -mutant diffuse glioma. Currently, we are ~~faced~~enrolling ~~with~~Phase 3 ACTION Study, a ~~terminal~~randomized, ~~disease~~double-blind, placebo-controlled, multi-center Phase 3 international trial for newly diagnosed patients with noH3 ~~known~~K27M-mutant ~~effective~~diffuse ~~therapeutic~~glioma ~~options~~shortly ~~beyond~~following radiation with targeted enrollment of approximately 450 patients randomized 1:1:1 to receive dordaviprone at one of two dosing frequencies or placebo. InAvailable ~~the~~Phase ~~current~~2 ~~neuro~~data demonstrate durable responses (as measured by RANO 2.0, RANO HGG and RANO LGG) in recurrent H3 K27M-~~oncology~~mutant ~~community~~diffuse ~~there~~midline ~~exists~~glioma ~~high~~associated ~~awareness~~with other forms of ~~ONC201~~clinical ~~which~~benefit. weResults ~~believe~~from ~~will~~both ~~aid~~independent inand company sponsored natural disease history studies are consistent with the existence of a potential ~~commercialization~~survival advantage. The ~~global~~genetically ~~potential~~selected ~~annual~~patient ~~revenue~~population oflimits ~~ONC201~~patient ~~for~~heterogeneity. ~~its~~In ~~first~~the ~~indication~~current ~~exceeds~~neuro-oncology ~~~$750~~community ~~million,~~there ~~based~~exists onhigh ~~our~~awareness ~~internal~~of ~~estimates~~dordaviprone that has aided in the enrollment of Phase 3 ACTION Study.

•~~Maintain~~Complete ~~corporate~~the ~~capability~~Phase ~~and~~1 ~~financial~~ONC206 ~~flexibility. Our~~study ~~leadership team has successfully executed large-scale clinical studies~~ and ~~regulatory~~evaluate ~~approvals~~Phase of2 ~~investigational~~development ~~agents~~indications. ~~We intend to continue to leverage external capital to develop our early-stage pipeline consisting of ONC206, ONC212 and derivatives of CMX521.~~

•Maintain corporate capability and financial flexibility. Our leadership team has successfully executed large-scale clinical studies and regulatory approvals of investigational agents. We intend to continue to leverage external capital to develop our early-stage pipeline consisting of ONC212 and derivatives of CMX521.

•Seek opportunities to in-license other development programs. We continue to review transactions designed to build our product candidate pipeline, including, but not limited to, merger or acquisition transactions, or the license, purchase or sale of specific assets, in addition to other potential actions aimed at maximizing stockholder value. There can be no assurance that this review will result in the identification or consummation of any additional transaction.

Significant Agreements

Emergent Biodefense Operations Lansing LLC

On September 26, 2022, the Company completed the Asset Sale to Emergent of the Company’s exclusive worldwide rights to brincidofovir, including TEMBEXA® and specified related assets (the Asset Sale). Emergent paid the Company an upfront cash payment of approximately $238 million upon the closing of the Asset Sale. In addition, pursuant to the Asset Purchase Agreement, the Company is eligible to receive from Emergent: (i) up to an aggregate of approximately $124 million in milestone payments payable upon the exercise of the options under the BARDA Agreement for the delivery of up to 1.7 million treatment courses of tablet and suspension formulations of TEMBEXA to the U.S. government; (ii) royalty payments equal to 15% of the gross profits from the sales of TEMBEXA made outside of the United States; (iii) royalty payments equal to 20% of the gross profits from the sales of TEMBEXA made in the United States in excess of 1.7 million treatment courses; and (iv) up to an additional $12.5 million upon the achievement of certain other developmental milestones.

The ~~Company~~period ~~continues~~under which we were contracted to provide the majority of operational support services to Emergent in furtherance of its obligations under ~~both~~ the Asset Purchase Agreement (and ~~related~~the ~~agreements)~~BARDA ~~and~~Agreement concluded on March 26, 2023, except for certain services which the ~~BARDA~~parties ~~Agreement~~agreed would continue until the occurrence of a specific event, or in some cases a predetermined end date. The BARDA Agreement was novated to Emergent ~~LLC~~ in December 2022.

Merger Agreement with Oncoceutics

On January 7, 2021, we entered into an agreement to acquire Oncoceutics, a privately-held, clinical-stage biotechnology company developing imipridones, a novel potential class of compounds. As consideration for the acquisition, we (a) paid an upfront cash payment of approximately $25.0 million, (b) issued an aggregate of 8,723,769 shares of our common stock, (c) made an additional cash payment of $14.0 million upon the one year anniversary of the closing of the acquisition, and (d) agreed to make contingent payments up to an aggregate of $360.0 million based on the achievement of certain development, regulatory and commercialization events, as well as additional tiered royalty payments based upon combined future net sales of ONC201 and ONC206 products of 15% up to $750 million in annual revenue and 20% above $750 million in annual revenue,

1110

agreed to make contingent payments up to an aggregate of $360.0 million based on the achievement of certain development, regulatory and commercialization events, as well as additional tiered royalty payments based upon combined future net sales of ONC201 and ONC206 products of 15% up to $750 million in annual revenue and 20% above $750 million in annual revenue, subject to certain reductions, and a contingent payment in the event we receive any proceeds from the sale of a rare pediatric disease priority review voucher based on the Oncoceutics products. Pursuant to the merger agreement we have certain diligence obligations with respect to further development and commercialization of the Oncoceutics product candidates.

Ohara Pharmaceutical Co., Ltd. (Ohara)

In 2019, Oncoceutics entered into a license, development and commercialization agreement with Ohara Pharmaceutical Co., Ltd. for ONC201 in Japan. We are entitled to receive up to $2.5 million in nonrefundable regulatory milestone payments, and to tiered royalties based on the aggregate annual net sales of all products, as defined in the agreement, in Japan.

In September 2024, we entered into an addendum to such license, development and commercialization agreement with Ohara in which the parties agreed to collaboratively conduct development activities for dordaviprone in Japan, including expanding the ACTION Study into Japan (the Ohara License Addendum). Under the Ohara License Addendum, Ohara agreed to reimburse us for certain of its development costs incurred from its sponsorship of the ACTION Study in Japan, including fixed overhead payments totaling $3.3 million paid in quarterly installments through December 31, 2026, as well as site activation and subject enrollment-based payments. Amounts due under the Ohara License Addendum will be recognized in accordance with ASC 808 Collaborative Arrangements, as this agreement meets both requirements of a collaborative arrangement outlined in that guidance.

China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. (CR Sanjiu)

In December 2020, Oncoceutics entered into a license, development and commercialization agreement for ONC201 with China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. (CR Sanjiu). Oncoceutics granted CR Sanjiu an exclusive royalty bearing license to develop and commercialize ONC201 in China, Hong Kong, Macau and Taiwan (CR Sanjiu Territory). We are entitled to receive up to $5.0 million in nonrefundable regulatory milestone payments, and to tiered royalties based on the aggregate annual net sales of all licensed products, as defined in the agreement, in the CR Sanjiu Territory.

Commercial Operations

If ~~ONC201~~dordaviprone is approved for H3 K27M-mutant diffuse glioma, we plan to ~~commercialize~~build ~~ONC201~~a platform to support a potential commercial launch for dordaviprone in the United States in the third quarter of 2025. We anticipate that commercialization would entail a relatively small commercial infrastructure, which may include a contract sales force, partner sales force, or an internally developed commercial organization.

Outside of the United States, subject to obtaining necessary marketing approvals, we may seek to commercialize ~~ONC201~~dordaviprone ourselves or through distribution or other collaboration arrangements. If we elect to develop ~~ONC201~~dordaviprone for other indications, we will plan to do so selectively either on our own or by establishing alliances with one or more pharmaceutical company collaborators, depending on, among other things, the applicable indications, the related development costs, reimbursement complexities and our available resources.

Competition

Our industry is highly competitive and subject to rapid and significant technological change. While we believe that our therapeutic experience, scientific and commercial knowledge provide us with competitive advantages, we will face competition from large and small pharmaceutical and biotechnology companies, including specialty pharmaceutical and generic drug companies, and other emerging technologies.

We believe that the key competitive factors that will affect the commercial success of ~~ONC201~~dordaviprone and our other product candidates are the efficacy, safety and tolerability profile and the risk-benefit trade-off compared to alternative therapies or procedures. Securing market access and reimbursement will be an important element of product uptake and market penetration. Our commercial opportunity could be negatively impacted if our competitors develop or market products or other technologies that are more effective, better tolerated, safer, more convenient or have greater market access than ~~ONC201~~dordaviprone or any product candidate, or obtain regulatory approval for their products more rapidly than we do. In addition, our ability to compete will be affected by the availability of generic products.

~~ONC201~~Dordaviprone is the most clinically advanced program in the industry for potentially treating tumors which harbor the H3 K27M mutation. If approved, treatment with ~~ONC201~~dordaviprone is expected to be targeted to patients whose tumor harbors the H3 K27M mutation. There are currently no commercially available treatments that target the H3 K27M mutant patient population.

If approved, ONC201 could compete with a number of existing products, new products in development and possible combination therapies used for brain cancers including generic drugs such as chemotherapy, targeted agents, immunotherapies, and other therapies. Select products that are currently used, or being developed for use, to treat brain cancers include, but are not limited to:11

If approved, dordaviprone could compete with a number of existing products, new products in development and possible combination therapies used for brain cancers including generic drugs such as chemotherapy, targeted agents, immunotherapies, and other therapies. Select products that are currently used, or being developed for use, to treat brain cancers include, but are not limited to:

•Systemic therapies approved to treat brain cancer: temozolomide, lomustine, carmustine, everolimus, and bevacizumab;

•Tumor-treating fields such as Optune®; and

•Other investigational agents for the treatment of brain cancer: immunotherapies (CAR-T, durvalumab, VBI-1901, etc), viral therapies (DCVax-L, etc.), targeted agents (selinexor, paxalisib, MDNA55), and other therapies.

Changes in the health care system may limit our ability to price ~~ONC201~~dordaviprone and our other product candidates at a level that would allow recovery of our research and development costs and may impede our ability to generate or maintain a profit.

We believe that ~~ONC201~~dordaviprone has potential benefits over existing and potential competitive products, and, as a result, we believe that our products should be well positioned to gain adoption if we obtain the required regulatory approvals. However, even with those benefits, we may not be able to make promotional claims that these products are superior to competing products without conducting additional studies, which delivers differentiated data. See “Risk Factors – Risks Related to Commercialization of Our Product Candidates.”

Our Intellectual Property

We strive to protect and enhance the proprietary technologies we believe are important to our business, including by seeking and maintaining patents intended to cover our products and compositions, their methods of use and any other inventions that are important to the development of our business. We also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection.

Our success will depend significantly on our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related to our business, defend and enforce our patents, maintain licenses to our intellectual property owned by third parties, preserve the confidentiality of our trade secrets and operate without infringing the valid and enforceable patents and proprietary rights of third parties.

Imipridone Patent Portfolio

At February 1217, ~~2024~~2025, our worldwide imipridone patent portfolio included:

•~~441~~632 patents or patent applications related to imipridones that we have acquired rights to through our merger with Oncoceutics, Inc. (owned or in-licensed by Oncoceutics);

•This includes ~~225~~350 US and foreign issued patents and 6877 pending US and foreign applications related to ~~ONC201~~dordaviprone; and

•Patent protection for ~~ONC201~~dordaviprone’s lead indication is expected to extend into 2037 in the U.S., with the potential for additional patent term extension.

Antiviral Patent Portfolio

At February 1217, ~~2024~~2025, our worldwide antiviral patent portfolio included:

•26 patents or patent applications that we own or have in-licensed from academic institutions, related to antivirals, which ~~represented~~is athe ~~decrease~~same ~~over~~as the number of patents in our patent portfolio at the end of fiscal year ~~2022~~2024;

•This includes 1718 US and foreign exclusively and jointly owned patents and 98 US and foreign applications related to antivirals. Granted European patents are counted as one patent and have been validated throughout Europe;

•~~Six~~Eight jointly-owned US and foreign patents and ~~seven~~five jointly-owned US patent applications related to our agreement with UM regarding our proprietary Chemical Library; and

•One US patent, two US patent applications, and one European patent ~~application~~ exclusively owned by Chimerix directed to a morphic form of a compound from the Chemical Library.

Patents generally have a term of twenty years from the date they are filed. As our patent portfolio has been built over time, the remaining terms of the individual patents across our patent portfolio vary. We believe that our patents and patent applications are important for maintaining the competitive differentiation of our portfolio, enhancing our freedom of action to exclusively sell our products, upon appropriate regulatory approvals, in markets in which we choose to participate, and maximizing our return on research and development investments. No single patent is itself essential to the conduct of our business as a whole.

sell our products, upon appropriate regulatory approvals, in markets in which we choose to participate, and maximizing our return on research and development investments. No single patent is itself essential to the conduct of our business as a whole.

We also seek to expand our intellectual property portfolio through licensing intellectual property from third parties as we deem appropriate. We have granted, and will continue to grant to others, licenses under our patents when we consider these arrangements to be in our interest.

Manufacturing

We do not own or operate, and we do not expect to own or operate, facilities for product manufacturing, storage and distribution, or testing. In the past, we have relied on third-party manufacturers for supply of our product candidates.

We expect that in the future we will rely on such manufacturers for supply of drug substance and drug product that will be used in clinical trials of ~~ONC201~~dordaviprone, our expanded access program for ~~ONC201~~dordaviprone and other clinical trials as well as for commercial purposes should ~~ONC201~~dordaviprone be approved. When produced on a commercial scale, we expect that cost-of-goods-sold relating to the imipridone class of assets will generally be in-line with that of other targeted oncology therapies.

The manufacturing processes for ~~ONC201~~dordaviprone drug substance and drug product are relatively straight-forward and generally in-line with other small molecule pharmaceutical compounds in terms of cost and complexity. The processes are robust and reproducible and do not require dedicated reactors or specialized equipment. The drug substance process uses common synthetic chemistry and readily available materials, including off-the-shelf and made-to-order starting materials, and is readily transferable. The drug product process uses common excipients and readily available materials, and is also readily transferable.

Manufacturers of drug components must meet certain FDA qualifications with respect to manufacturing standards. At present, we have qualified only one firm as a supplier of drug substance for ~~ONC201~~dordaviprone. We continually assess our manufacturing needs and may seek to engage additional qualified vendors as circumstances dictate. To ensure continuity in our supply chain, we plan to establish supply arrangements with alternative suppliers for certain portions of our supply chain, as appropriate.

Manufacturing is subject to extensive regulations that impose various procedural and documentation requirements, which govern record keeping, manufacturing processes and controls, personnel, quality control and quality assurance, among others. Our systems and contractors are required to be in compliance with these regulations, and this is assessed regularly through monitoring of performance and a formal audit program. We have personnel with extensive technical, manufacturing, analytical and quality experience and strong project management discipline to oversee contract manufacturing and testing activities, and to compile manufacturing and quality information for our regulatory submissions.

Government Regulation and Product Approval

Government authorities in the United States, at the federal, state and local level, and government authorities of member states of the EU and other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of products such as those we are developing. Any product candidate that we develop must be approved by the FDA or European Medicines Agency (the EMA) before it may be legally marketed in the United States, EU or in other countries by the responsible national regulatory agency.

U.S. Drug Development Process

In the United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic Act (FDCA), and implementing regulations. Drugs are also subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, FDA approval process or after FDA approval, may subject an applicant to administrative or judicial civil or criminal sanctions. FDA sanctions could include refusal to approve pending applications, withdrawal of an approval, clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, debarment, restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action, whether before or after the FDA approval process, could have a ~~material adverse effect on us. The process required by the FDA before a drug may be marketed in the United States generally involves the following:~~

material adverse effect on us. The process required by the FDA before a drug may be marketed in the United States generally involves the following:

•completion of nonclinical laboratory tests, animal studies and formulation studies according to good laboratory practices (GLP), or other applicable regulations;

•submission to the FDA of an application for an IND, which must become effective before human clinical trials may begin;

•performance of adequate and well-controlled human clinical trials according to the FDA’s regulations commonly referred to as current good clinical practices (GCPs), to establish the safety and efficacy of the proposed drug for its intended use;

•submission to the FDA of an NDA for a new drug;

•satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the drug is produced to assess compliance with the FDA’s current good manufacturing practice standards (cGMP), to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity;

•potential FDA inspection of the nonclinical and clinical trial sites that generated the data in support of the NDA; and FDA review of the NDA.

The lengthy process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations require the expenditure of substantial resources and approvals are inherently uncertain.

Before testing any compounds with potential therapeutic value in humans, the drug candidate enters the preclinical testing stage. Preclinical tests, also referred to as nonclinical studies, include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies to assess the potential safety and activity of the drug candidate. The conduct of the preclinical tests must comply with federal regulations and requirements including GLP. The sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data, any available clinical data or literature and a proposed clinical protocol to the FDA as part of an ~~the~~investigational new drug (IND). The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA places the clinical trial on a clinical hold within that 30-day time period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. The FDA may also impose clinical holds on a drug candidate at any time before or during clinical trials due to safety concerns or non-compliance. Accordingly, we cannot be sure that submission of an IND will result in the FDA allowing clinical trials to begin, or that, once begun, issues will not arise that suspend or terminate such trial.

Clinical trials involve the administration of the drug candidate to healthy subjects or affected patients under the supervision of qualified investigators, generally physicians not employed by or under the trial sponsor’s control. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety. Each protocol must be submitted to the FDA as part of the IND. Patients not meeting protocol inclusion and exclusion criteria may be considered for our expanded access program under the IND. Clinical trials must be conducted in accordance with the FDA’s regulations comprising the good clinical practices requirements. Further, each clinical trial must be reviewed and approved by an independent institutional review board (IRB), at or servicing each institution at which the clinical trial will be conducted. An IRB is charged with protecting the welfare and rights of trial participants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the form and content of the informed consent that must be signed by each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

•Phase 1. The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

•Phase 2. The drug is evaluated in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance, optimal dosage and dosing schedule.

•Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling. Generally, two adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval of an NDA.

Post-approval clinical trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These clinical trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication.

Annual progress reports detailing the results of the clinical trials must be submitted to the FDA and written IND safety reports must be promptly submitted to the FDA and the investigators for serious and unexpected adverse events or any finding from tests in laboratory animals that suggests a significant risk for human subjects. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all. The FDA or the sponsor or its data safety monitoring board may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.

Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug candidate and, among other things, must develop methods for testing the identity, strength, quality and purity of the final drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its shelf life.

U.S. Review and Approval Processes

The results of product development, nonclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the drug, proposed labeling and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product. The submission of an NDA is subject to the payment of substantial user fees; a waiver of such fees may be obtained under certain limited circumstances.

In addition, under the Pediatric Research Equity Act (PREA), an NDA or supplement to an NDA must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has been granted.

The FDA reviews all NDAs submitted to determine if they are substantially complete before it accepts them for filing; this initial review period prior to accepting the NDA for filing is two months in duration. Once the submission is accepted for filing, the FDA begins an in-depth review of the NDA. Under the goals and policies agreed to by the FDA under the Prescription Drug User Fee Act (PDUFA), the FDA has 10 months from the date of accepting the NDA for filing in which to complete its initial review of a standard NDA and respond to the applicant, and six months for a priority NDA. The FDA does not always meet its PDUFA goal dates for standard and priority NDAs. The review process and the PDUFA goal date may be extended if the FDA requests or the NDA sponsor otherwise provides additional information or clarification regarding information already provided in the submission without prior agreement reached at a pre-submission meeting.

After the NDA submission is accepted for filing, the FDA reviews the NDA to determine, among other things, whether the proposed product is safe and effective for its intended use, and whether the product is being manufactured in accordance with cGMP to assure and preserve the product’s identity, strength, quality and purity. The FDA may refer applications for novel drug or biological products or drug or biological products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. During the drug approval process, the FDA also will determine whether a risk evaluation and mitigation strategy (REMS), is necessary to assure the safe use of the drug. If the FDA concludes a REMS is needed, the sponsor of the NDA must submit a proposed REMS. The FDA will not approve the NDA without a REMS, if required.

Before approving an NDA, the FDA will inspect the facilities at which the product is manufactured. The FDA will not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving an NDA, the FDA will typically inspect one or more clinical sites to assure that the clinical trials were conducted in compliance with IND study requirements. If major issues with trial conduct are identified at a site, data collected from that site can be determined to be unacceptable for supporting the application. If the FDA determines that the application, manufacturing process or ~~manufacturing facilities are not acceptable it will outline the deficiencies in the submission and often will request additional testing or information.~~

The NDA review and approval process is lengthy and difficult, and the FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical data or other data and information. Even if such data and information is submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data. The FDA will issue a complete response letter if the agency decides not to approve the NDA. The complete response letter usually describes all of the specific deficiencies in the NDA identified by the FDA. The deficiencies identified may be minor, for example, requiring labeling changes, or major, for example, requiring additional clinical trials. Additionally, the complete response letter may include recommended actions that the applicant might take to place the application in a condition for 15

16manufacturing facilities are not acceptable it will outline the deficiencies in the submission and often will request additional testing or information.

If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions be included in the product labeling. In addition, the FDA may require post marketing clinical trials, sometimes referred to as Phase 4 clinical trials testing, which involves clinical trials designed to further assess a drug’s safety and effectiveness and may require testing and surveillance programs to monitor the safety of approved products that have been commercialized.

U.S. Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan designation to a drug or biological product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making a drug or biological product available in the United States for this type of disease or condition will be recovered from sales of the product. Orphan product designation must be requested before submitting an NDA. After the FDA grants orphan product designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.

If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug or biological product for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity. Competitors, however, may receive approval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a different indication for which the orphan product has exclusivity. Orphan product exclusivity also could block the approval of a product for seven years if a competitor obtains approval of the same drug or biological product as defined by the FDA or if a drug candidate is determined to be contained within the competitor’s product for the same indication or disease. If a drug or biological product designated as an orphan product receives marketing approval for an indication broader than what is designated, it may not be entitled to orphan product exclusivity.

Expedited Development and Review Programs

The FDA has a number of programs that are intended to expedite or facilitate the process for reviewing new drugs and biological products for serious conditions that meet certain criteria. Specifically, new drugs and biological products are eligible for Fast Track, Breakthrough Therapy, and/or Priority Review designation if they are intended to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the condition. Fast Track designation applies to the combination of the product and the specific indication for which it is being studied.

Breakthrough Therapy designation is for a drug that is intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement on a clinically significant endpoint(s) over available therapies.

Unique to Fast Track and Breakthrough Therapy products, the FDA may consider for review sections of the NDA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the NDA.

Any product submitted to the FDA for marketing approval, including Fast Track and Breakthrough Therapy programs, may also be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. Any product is eligible for priority review if it has the potential to provide safe and effective therapy where no satisfactory alternative therapy exists or a significant improvement in the treatment, diagnosis or prevention of a disease compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally, a product may be eligible for accelerated approval. Drug or biological products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval, which means that they may be approved on the basis of adequate and well-controlled clinical trials establishing that the product has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may 16

17Any product submitted to the FDA for marketing approval, including Fast Track and Breakthrough Therapy programs, may also be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. Any product is eligible for priority review if it has the potential to provide safe and effective therapy where no satisfactory alternative therapy exists or a significant improvement in the treatment, diagnosis or prevention of a disease compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally, a product may be eligible for accelerated approval. Drug or biological products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval, which means that they may be approved on the basis of adequate and well-controlled clinical trials establishing that the product has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may require that a sponsor of a drug or biological product receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials to establish safety and efficacy for the approved indication. In addition, the FDA currently requires as a condition for accelerated approval pre-review of promotional materials, which could adversely impact the timing of the commercial launch of the product. Fast Track, Breakthrough, and Priority Review designations and accelerated approval do not change the standards for approval but may expedite the development or approval process.

require that a sponsor of a drug or biological product receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials to establish safety and efficacy for the approved indication. In addition, the FDA currently requires as a condition for accelerated approval pre-review of promotional materials, which could adversely impact the timing of the commercial launch of the product. Fast Track, Breakthrough, and Priority Review designations and accelerated approval do not change the standards for approval but may expedite the development or approval process.

Post-Approval Requirements

Any drug products for which we or our strategic alliance partners receive FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, complying with certain electronic records and signature requirements and complying with FDA promotion and advertising requirements. These promotion and advertising agreements include, among others, standards for direct-to-consumer advertising, promoting drugs for uses or in patient populations that are not described in the drug’s approved labeling (known as off-label use), industry-sponsored scientific and educational activities, and promotional activities involving the internet. Failure to comply with FDA requirements can have negative consequences, including adverse publicity, enforcement letters from the FDA, mandated corrective advertising or communications with doctors, and civil or criminal penalties. Although physicians may prescribe legally available drugs for off-label uses, manufacturers may not market or promote such off-label uses.

We will rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of any products that we may commercialize. Our strategic alliance partners may also utilize third parties for some or all of a product we are developing with such strategic alliance partner. Manufacturers of our products are required to comply with applicable FDA manufacturing requirements contained in the FDA’s cGMP regulations. cGMP regulations require among other things, quality control and quality assurance as well as the corresponding maintenance of records and documentation. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain cGMP compliance. Discovery of problems with a product after approval may result in restrictions on a product, manufacturer, or holder of an approved NDA, including withdrawal of the product from the market. In addition, changes to the manufacturing process generally require prior FDA approval before being implemented and other types of changes to the approved product, such as adding new indications and additional labeling claims, are also subject to further FDA review and approval.

The FDA also may require post-marketing testing, known as Phase 4 testing, risk minimization action plans and surveillance to monitor the effects of an approved product or place conditions on an approval that could restrict the distribution or use of the product.

U.S. Patent Term Restoration and Marketing Exclusivity

Depending upon the timing, duration and specifics of the FDA approval of the use of our drug candidates, some of our United States patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND and the submission date of an NDA, plus the time between the submission date of an NDA and the approval of that application. Only one patent applicable to an approved drug is eligible for the extension and the application for the extension must be submitted prior to the expiration of the patent. The United States Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may apply for restoration of patent term for one of our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of the clinical trials and other factors involved in the filing of the relevant NDA.

18FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may apply for restoration of patent term for one of our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of the clinical trials and other factors involved in the filing of the relevant NDA.

Market exclusivity provisions under the FDCA can also delay the submission or the approval of certain applications of other companies seeking to reference another company’s NDA. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug application (ANDA), or a 505(b)(2) NDA submitted by another company for another version of such drug where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement to one of the patents listed with the FDA by the innovator NDA holder. The FDCA also provides three years of marketing exclusivity for an NDA, or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the conditions associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the original active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness. Pediatric exclusivity is another type of regulatory market exclusivity in the United States. Pediatric exclusivity, if granted, adds six months to existing exclusivity periods and patent terms. This six-month exclusivity, which runs from the end of other exclusivity protection or patent term, may be granted based on the voluntary completion of a pediatric trial in accordance with an FDA-issued “Written Request” for such a trial.

U.S. Health Care Laws

Our operations may be subject to federal and state health care laws and regulations including, without limitation: healthcare fraud and abuse laws, including the anti-kickback ~~statutes,~~and false claims statutes, patient data privacy and security laws, and health care professional payment transparency laws and regulations, many of which may become more applicable if our product candidates are approved and we begin commercialization. If our operations are found to be in violation of any of these laws or regulations, we may be subject to penalties, including significant administrative, civil and criminal penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in federal healthcare programs, and additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, as well as contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations.

Reimbursement / Health Reform

Sales of pharmaceutical products depend in significant part on the availability of third-party reimbursement. Third-party payers include government health programs such as Medicare and Medicaid, managed care providers, private health insurers and other organizations. These third-party payers are increasingly challenging the price and examining the cost-effectiveness of medical products and services, including prescription drugs. In addition, significant uncertainty exists as to the reimbursement status of newly approved prescription drugs and other healthcare products. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the cost-effectiveness of any of our products that is successfully developed and approved. Our product candidates may not be considered cost-effective. It is time consuming and expensive to seek reimbursement from third-party payers. Reimbursement may not be available or sufficient to allow the sale of any of our products that is successfully developed and approved on a competitive and profitable basis. In addition, companion diagnostic tests require coverage and reimbursement separate and apart from the coverage and reimbursement for their companion pharmaceutical or biological products. Similar challenges to obtaining coverage and reimbursement, applicable to pharmaceutical or biological products, will apply to companion diagnostics.

There have been, and we expect that there will continue to be a number of federal and state proposals and enacted legislation to implement governmental pricing controls and limit the growth of healthcare costs, including the cost of prescription drugs.

For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, ACA), has had a significant impact on the health care industry. The ACA was enacted in an effort to expand coverage for the uninsured while at the same time containing overall healthcare costs. Among other things, the ACA expanded and increased industry rebates for drugs covered under Medicaid programs and made changes to the coverage requirements under the Medicare Part D program. However, there have been executive, judicial and Congressional challenges to certain aspects of the ACA. For example, on June 17, 2021 the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. The ACA may be subject to additional judicial or Congressional challenges in the future. In addition, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (IRA) into law, which among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025. The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program. It is unclear how such challenges and the healthcare reform measures of the Biden administration will impact ACA.

1918

~~There~~requirements ~~has~~under ~~also been increasing legislative and enforcement interest in~~ the ~~United~~Medicare ~~States~~Part ~~with~~D ~~respect~~program. ~~to drug pricing practices~~However, ~~including~~there ~~several~~have ~~recent~~been ~~Congressional~~executive, ~~inquiries~~judicial and ~~proposed~~Congressional ~~and~~challenges ~~enacted federal~~ and ~~state~~amendments ~~legislation designed~~ to, ~~among~~certain ~~other~~aspects ~~things,~~of ~~increase drug pricing transparency, reduce~~ the ~~cost of drugs under Medicare, review relationships between pricing and manufacturer patient assistance programs, and reform government program drug reimbursement methodologies~~ACA. AtFor ~~the federal level, for~~ example, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to Biden’s executive order, on ~~September~~August 916, ~~2021~~2022, the ~~U.S.~~Inflation ~~Department~~Reduction Act of ~~Health~~2022 ~~and Human Services~~ (~~DHHS~~IRA) ~~released~~was asigned ~~Comprehensive~~into Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue to advance these principles. Additionallylaw, ~~the~~which ~~IRA,~~ among other things, ~~(i)~~extends ~~directs~~enhanced ~~DHHS~~subsidies tofor ~~negotiate~~individuals ~~the~~purchasing ~~price~~health ofinsurance ~~certain~~coverage ~~high-expenditure,~~in ~~single-source~~ACA ~~drugs~~marketplaces ~~and~~through ~~biologics~~plan ~~covered~~year ~~under~~2025. ~~Medicare,~~The ~~and~~IRA ~~subject~~also ~~drug~~eliminates ~~manufacturers to civil monetary penalties and a potential excise tax by offering a price that is not equal to or less than~~ the ~~negotiated~~ “~~maximum~~donut ~~fair price~~hole” ~~for such drugs and biologics~~ under the ~~law, and (ii) imposes rebates with respect to certain drugs and biologics covered under~~ Medicare Part ~~B or Medicare Part~~ D toprogram ~~penalize~~beginning ~~price~~in ~~increases~~2025 ~~that~~by ~~outpace~~significantly ~~inflation.~~lowering ~~The~~the ~~IRA~~beneficiary ~~permits~~maximum ~~DHHS to implement many~~ out-of-pocket ~~these~~cost ~~provisions~~and ~~through~~creating ~~guidance,~~a asnew ~~opposed~~manufacturer todiscount ~~regulation, for the initial years~~program. ~~These provisions take effect progressively starting in fiscal year 2023.~~ It is ~~currently~~ unclear how ~~the~~such ~~IRA~~challenges ~~will~~and ~~be implemented but is likely to have a significant impact on~~ the ~~pharmaceutical~~healthcare ~~industry.~~reform At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, ~~and,~~of ~~in some cases, designed to encourage importation from other countries and bulk purchasing. Such reform efforts are likely to continue~~ the ~~pressure~~second onTrump ~~pharmaceutical~~administration ~~pricing,~~will ~~especially~~impact ~~under the Medicare program, and may also increase our regulatory burdens and operating costs~~ACA.

There has also been increasing legislative and enforcement interest in the United States with respect to drug pricing practices, including several recent Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, increase drug pricing transparency, reduce the cost of drugs under Medicare, review relationships between pricing and manufacturer patient assistance programs, and reform government program drug reimbursement methodologies. For example, the IRA, among other things, (i) directs U.S. Department of Health and Human Services (DHHS) to negotiate the price of certain high-expenditure, single-source drugs that have been on the market for 7 years covered under Medicare, and subject drug manufacturers to civil monetary penalties and a potential excise tax by offering a price that is not equal to or less than the negotiated “maximum fair price” for such drugs and biologics under the law (the Medicare Drug Price Negotiation Program), and (ii) imposes rebates with respect to certain drugs and biologics covered under Medicare Part B or Medicare Part D to penalize price increases that outpace inflation. The IRA permits DHHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. These provisions began to take effect progressively in fiscal year 2023, although the Medicare Drug Price Negotiation Program is currently subject to legal challenges. On August 15, 2024, DHHS announced the agreed-upon price of the first ten drugs that were subject to price negotiations, although the Medicare Drug Price Negotiation Program is currently subject to legal challenges. On January 17, 2025, DHHS selected fifteen additional products covered under Part D for price negotiation in 2025. Each year thereafter more Part B and Part D products will become subject to the Medicare Drug Price Negotiation Program. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Such reform efforts are likely to continue the pressure on pharmaceutical pricing, especially under the Medicare program, and may also increase our regulatory burdens and operating costs.

In some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the EU provides options for its member states to restrict the range of medicinal products for which their respective national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products for which we receive marketing approval. Historically, the price structures for products launched in the EU do not follow those of the United States and tend to be significantly lower.

Europe / Rest of World Government Regulation

In addition to regulations in the United States, we and our strategic alliance partners will be subject to a variety of regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales and distribution of our products.

Whether or not we or our collaborators obtain FDA approval for a product, we must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those countries. Certain countries outside of the United States have a similar process that requires the submission of a clinical trial application prior to the commencement of human clinical trials. In the EU, for example, a clinical trial application (CTA), must be submitted.

The requirements and process governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. In all cases, the clinical trials are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.

To obtain regulatory approval of an investigational drug or biological product under EU regulatory systems, we or our strategic alliance partners must submit a marketing authorization application. The application used to file the NDA or a Biologics License Application in the United States is similar to the application dossier (eCTD) required in the EU.

For other countries outside of the EU, such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. In all cases, again, the clinical trials are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.

If we or our strategic alliance partners fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

EU Review and Approval Process

In the EU, there are two main routes for authorizing the marketing of medicines, a centralized route and a national route. The centralized procedure is compulsory for certain types of medicinal products which are produced by biotechnology processes, advanced therapy medicinal products and for those which are designated as orphan medicinal products. Besides the products falling under the mandatory scope, the centralized procedure is also optional for medicinal products that constitute a significant therapeutic, scientific or technical innovation i.e. new active substances or other medicinal products that constitute a significant therapeutic, scientific or technical innovation, that contain an active substance not authorized in the European Union before May 20, 2004 or for which a centralized procedure would be in the interest of patients.

Under the centralized authorization procedure, pharmaceutical companies submit a single marketing-authorization application to the EMA. EMA’s Committee for Medicinal Products for Human Use (CHMP) carries out a scientific assessment of the application and makes a recommendation to the European Commission whether the medicine should be marketed or not. If authorization is granted by the European Commission, the centralized marketing authorization is valid in all EU Member States as well as in the European Economic Area (EEA) countries Iceland, Liechtenstein and Norway.

Additionally, medicines that belong to at least one of the below categories may be granted a conditional market authorization (CMA).

A CMA may be granted if: (1) the CHMP finds that the benefit-risk balance of the product is positive, (2) it is likely that the applicant will be able to provide comprehensive data, (3) the unmet medical needs will be fulfilled, and (4) the benefit to public health of the medicinal product’s immediate availability on the market outweighs the risks due to need for further data.

CMAs are valid for one year and can be renewed annually. The CMA holder will be required to complete specific obligations (to complete ongoing or new studies, and in some cases additional activities) with a view to providing comprehensive data confirming that the benefit-risk balance is positive. Once comprehensive data on the product have been obtained, the CMA may be converted into a full marketing authorization (not subject to specific obligations). Initially, this is valid for five years, but can be renewed for unlimited validity.

Orphan Designation in the EU

In order to qualify for Orphan Designation, a medicine must meet the following criteria:

•it must be intended for the treatment, prevention or diagnosis of a disease that is life-threatening or chronically debilitating;

•the prevalence of the condition in the EU must not be more than five in 10,000 or it must be unlikely that marketing of the medicine would generate sufficient returns to justify the investment needed for its development; and

•no satisfactory method of diagnosis, prevention or treatment of the condition concerned can be authorized, or, if such a method exists, the medicine must be of significant benefit to those affected by the condition.

EMA is responsible for reviewing applications from sponsors for orphan designation. The EMA’s Committee for Orphan Medicinal Products (COMP), through its network of experts, examines applications for Orphan Designation and issues an opinion to EMA. The evaluation process takes approximately of 90 days from validation. Once EMA receives COMP’s opinion, EMA sends it to the European Commission, which is responsible for granting the Orphan Designation.

At the time a sponsor of a marketing application files for marketing authorization for a medicine that has received Orphan Designation, the sponsor must also submit a report on the maintenance of the Orphan Designation in parallel. EMA uses this report to determine whether the medicine can maintain its status as an orphan medicine and benefit from the extended market exclusivity applicable to orphan products. Market exclusivity is linked to the maintenance of the Orphan Designation when the medicine receives a marketing authorization for the indication concerned.

If it is determined that a medicine still meets the criteria for Orphan Designation at the time of marketing approval, that medicine may benefit from a period of ten years market exclusivity in the EU. This incentive is intended to protect orphan medicines from market competition with similar medicines with similar indications once they are approved, and fundamentally to encourage the development of medicines for rare diseases.

The applicant is obliged to submit an annual report to the EMA every year after their medicine has been granted orphan designation. The annual report needs to provide information on the status of the development of the medicine, such as a review of ongoing clinical studies, a description of the investigation plan for the coming year and any anticipated or current problems in the process, difficulties in testing and potential changes that may have an impact on the medicine’s orphan designation.

of ongoing clinical studies, a description of the investigation plan for the coming year and any anticipated or current problems in the process, difficulties in testing and potential changes that may have an impact on the medicine’s orphan designation.

The European Commission is responsible for granting market exclusivity for orphan medicines. Market exclusivity is linked to each specific Orphan Designation for which a marketing authorization has been granted.

The period of market exclusivity is extended by two years for medicines that also have complied with an agreed pediatric investigation plan (PIP). Each orphan designation for a product linked to a separate orphan condition is eligible for a two-year extension if this is accounted for in the PIP. The extension is granted by the European Commission based on the positive compliance check from the Pediatric Committee and opinion from the CHMP.

Environmental, Health and Safety Regulations

We are subject to various environmental, health and safety regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous substances. From time to time, and in the future, our operations may involve the use of hazardous materials.

Business Segments

We manage our business as one segment which includes all activities related to the discovery, development, and commercialization of medicines for serious diseases. For financial information related to our one segment, see our Consolidated Financial Statements and related notes.

Employees and Human Capital Resources

As of December 31, ~~2023~~2024, we had 7279 full-time and 2 part-time employees. Of these employees, 5660 employees are engaged in research and development activities and 1621 employees are engaged in finance, legal, commercial, human resources, facilities and general management. We have no collective bargaining agreements with our employees and we have not experienced any work stoppages. We consider our relations with our employees to be good.

We continually evaluate our business needs and opportunities and balance in house expertise and capacity with external expertise and capacity. Currently, we rely on third-party contract manufacturers.

Our Culture. The success of our human capital management investments is evidenced by our low employee turnover, a number which is periodically reviewed by our Board of Directors as part of their oversight of our human capital strategy.

Employee Engagement, Talent Development & Benefits. We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives, including health care, flexible working arrangements, including work-from-home arrangements, retirement planning and paid time off. As part of our promotion and retention efforts, we also invest in ongoing leadership development through programs as well as offer tuition reimbursement.

Diversity & Inclusion. Pursuing diversity in all forms, because diversity makes us better, is one of our Corporate Values. Much of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce. We believe that our business benefits from the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive and positive culture based on our shared mission and values.

Corporate Information

We were incorporated in the State of Delaware in April 2000. Our corporate headquarters are located at 2505 Meridian Parkway, Suite 100, Durham, North Carolina 27713 in a facility we lease encompassing approximately 21,325 square feet of office space. The leases for this facility expire in July 2026. We separately lease laboratory space in Durham, North Carolina, encompassing a total of approximately 7,925 square feet. The lease for this laboratory space in Durham expires in July 2026.

Our corporate website address is www.chimerix.com. Our filings with the Securities and Exchange Commission are available free of charge through our website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. The information contained on, or that can be accessed through, our website is not part of this Annual Report, and the inclusion of our website address in this Annual Report is an inactive textual reference only.

ITEM 1A. RISK FACTORS

Except for the historical information contained herein or incorporated by reference, this Annual Report and the information incorporated by reference contains forward-looking statements that involve risks and uncertainties. These statements include projections about our research, development and commercialization efforts, our accounting and finances, plans and objectives for the future, future operating and economic performance and other statements regarding future performance. These statements are not guarantees of future performance or events. Our actual results may differ materially from those discussed here. Factors that could cause or contribute to differences in our actual results include those discussed in the following section, as well as those discussed in Part II, Item 7 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere throughout this Annual Report and in any other documents incorporated by reference into this Annual Report. You should consider carefully the following risk factors, together with all of the other information included or incorporated in this Annual Report. Each of these risk factors, either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock. There may be additional risks that we do not presently know of or that we currently believe are immaterial which could also impair our business and financial position.

An investment in shares of our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this Annual Report, before deciding to invest in our common stock. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to the Merger with Jazz Pharmaceuticals plc

The pending merger with Jazz Pharmaceuticals Public Limited Company (Jazz) is subject to a number of conditions beyond our control. We may not complete the pending merger with Jazz within the time frame we anticipate or at all, which could have an adverse effect on our business, financial results, and our stock price.

On March 4, 2025, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (Jazz), and Pinetree Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Jazz (Purchaser). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Jazz has agreed to cause Purchaser to commence a tender offer to acquire all of our outstanding shares (the Shares) at a price of $8.55 per share, without interest and subject to reduction for any applicable withholding taxes (the Offer Price), representing a total consideration of approximately $935 million. Upon the successful completion of the tender offer, Jazz will acquire all shares not acquired in the tender through a second-step merger for the same consideration per share paid in the tender offer.

The completion of the transaction is subject to the conditions set forth in the Merger Agreement, including (i) there shall have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) beneficially owned by Jazz and any of its wholly owned subsidiaries (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the General Corporation Law of the State of Delaware), represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer; (ii) any waiting period (and any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been earlier terminated; (iii) the accuracy of our representations and warranties contained in the Merger Agreement, subject to customary thresholds and exceptions; (iv) our compliance with, and performance of, in all material respects our covenants and agreements contained in the Merger Agreement; (v) the absence of a Material Adverse Effect (as defined in the Merger Agreement); and (vi) those other conditions set forth in the Merger Agreement. In addition, the Merger Agreement contains customary termination rights for us and Jazz.

As a result, we cannot assure you that the transaction with Jazz will be completed, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame. If one or more of these conditions are not satisfied, and as a result, we do not complete the merger, we would remain liable for significant transaction costs, without realizing any benefits of the merger. Certain costs associated with the merger have already been incurred or may be payable even if the merger is not consummated. If we do not consummate the merger, the price of our common stock may decline significantly from the current market price, which reflects a market assumption that the merger will be consummated. Any of these events could have a material adverse effect on our business, operating results and financial condition and could cause a decline in the price of our common stock. Additionally, we could be required to pay Jazz a termination fee of $35 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement. We may also be required to devote

significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.

The pendency of the merger with Jazz could adversely affect our business, financial results and/or results of operations and may impair our ability to attract and retain qualified employees or retain or maintain relationships with our customers, suppliers, other business partners or governmental entities.

Our efforts to complete the transaction could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation, financial results and our business generally. Uncertainty as to whether the transaction will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the transaction is pending because employees may experience uncertainty about their roles following consummation of the transaction. A substantial amount of our management’s and employees’ attention is being directed toward the completion of the transaction and thus is being diverted from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationships with collaborators, vendors, suppliers, customers, other business partners or government entities. For example, vendors, collaborators, and other counterparties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our common stock. The failure to complete the transaction also may result in negative publicity for us and negatively affect our relationships with our stockholders, employees, collaborators, vendors, suppliers, customers, regulators, and other business partners. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the transaction or termination of the Merger Agreement.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger Agreement with Jazz is in effect, we are subject to customary restrictions on our business activities, generally requiring us to conduct our business in the ordinary course, consistent with past practice, and subjecting us to a variety of specified limitations absent Jazz’s prior consent. These limitations include, among other things, restrictions on our ability to acquire, lease, license, dispose or assign material tangible assets or properties or Company intellectual property (subject to certain exceptions), make investments, enter into, modify or terminate material contracts or employee plans (subject to certain exceptions), repurchase or issue securities, pay dividends, make capital expenditures exceeding certain dollar thresholds, settle or release any legal proceeding (subject to certain exceptions), amend our organizational documents, and incur indebtedness exceeding certain dollar thresholds. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially and adversely affect our business, results of operations and financial condition.

In certain instances, the Merger Agreement requires us to pay a termination fee to Jazz, which could require us to use available cash that would have otherwise been available for general corporate purposes.

The Merger Agreement contains customary termination rights for us and Jazz. We may be required to pay Jazz a termination fee of $35 million if the Merger Agreement is terminated under specific circumstances , including, but not limited to, (i) occurrence of (a) any withdrawal or withholding of (or modification or qualification in a manner adverse to Jazz or Purchaser) the unanimous recommendation of our Board of Directors that our stockholders tender their Shares to Purchaser pursuant to the Offer (the Company Board Recommendation), or any public proposal thereof, (b) failure to include the Company Board Recommendation in the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, or (c) approval, recommendation or declared advisability of any alternative acquisition proposal, or any public proposal thereof (each, a Company Adverse Change Recommendation), (ii) termination by Jazz if our board of directors shall have failed to include the Company Board Recommendation in the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, when mailed, or (iii) termination of the Merger Agreement by us to enter into a binding written definitive acquisition agreement for which our Board of Directors shall have determined, in good faith, constitutes a superior offer. If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn would materially and adversely affect the price of our common stock.

We have incurred, and will continue to incur, direct and indirect costs as a result of the pending merger with Jazz.

We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the pending merger. We must pay substantially all of these costs and expenses whether or not the transaction is completed.

There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.

Risks Related to Our Financial Condition and Need For Additional Capital

We have incurred significant losses in each year since our inception other than 2022. We anticipate that we will continue to incur significant losses for the foreseeable future.

We are a biopharmaceutical company focused primarily on developing ~~ONC201~~dordaviprone for the treatment of H3 K27M-mutant diffuse glioma as we also evaluate programs to advance from our earlier stage pipeline. We have incurred significant net losses in each year since our inception other than 2022, including a net loss of $8288.14 million for the twelve months ended December 31, ~~2023~~2024. As of December 31, ~~2023~~2024, we had an accumulated deficit of approximately $~~795~~883.59 million.

To date, with the exception of the Asset Sale, we have financed our operations primarily through the sale of equity securities and, to a lesser extent, through government funding, licensing fees, the sales of TEMBEXA product and debt. We have devoted most of our financial resources to research and development, including our preclinical development activities and clinical trials. We expect to continue to incur losses and negative cash flows for the foreseeable future. The size of any loss will depend, in part, on the rate of future expenditures and our ability to generate revenues. Our announcements regarding the acquisition by Jazz and the signing of the Merger Agreement are likely to further increase the variability of our operating results in the coming quarters as compared to prior quarters. In particular, we expect to incur substantial expenses as we seek to:

•~~continue~~close ~~development and manufacturing activities related to imipridones, including ONC201 for~~ the ~~treatment~~acquisition ~~of H3 K27M-mutant diffuse glioma,~~ and ~~other~~tender ~~potential~~offer ~~indications~~by Jazz;

•obtain regulatory approvals for ~~ONC201~~dordaviprone and other imipridones;

•~~scale-up~~launch ~~manufacturing~~our ~~capabilities~~commercial platform, to the extent we receive regulatory approvals for ~~ONC201~~dordaviprone and other imipridones;

•continue development and manufacturing activities related to imipridones, including dordaviprone for the treatment of H3 K27M-mutant diffuse glioma, and other potential indications;

•scale-up manufacturing capabilities for dordaviprone and other imipridones;

•identify and in-license additional product candidates to expand our research and development pipeline;

•maintain, expand and protect our intellectual property portfolio; and

•continue our internal research and development efforts and seek to discover additional product candidates.

To become and remain profitable, we must succeed in developing and eventually commercializing products with significant market potential. This will require us to be successful in a range of challenging activities, including acquiring or discovering product candidates, completing preclinical testing and clinical trials of our product candidates, obtaining regulatory approval for these product candidates, and manufacturing, marketing and selling those products for which we may obtain regulatory approval. We are only in the preliminary stages of some of these activities.

We obtained regulatory approval for and initially commercialized TEMBEXA, however, none of our other product candidates have been commercialized. We may not succeed in developing additional product candidates or commercializing any product candidate. If we do not successfully develop or commercialize any product candidate, or if revenues from any products that do receive regulatory approvals are insufficient, we will not achieve profitability and our business may fail. In addition to these risks in the United States, assuming regulatory approval in other geographies, our revenues are also dependent upon the size of markets outside of the United States, as well as our ability to obtain market approval and achieve commercial success outside of the United States.

Although we achieved profitability in 2022 as a result of the closing of our Asset Sale with Emergent Biodefense Operations Lansing LLC (Emergent), we were not profitable in 2023, and we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the value of our company could cause you to lose all or part of your investment.

Our ability to generate future revenues from product sales is uncertain and depends upon our ability to successfully develop, obtain regulatory approval for, and commercialize product candidates, and even if we generate future revenues, they may not be sufficient to lead to profitability.

Our ability to generate revenue and achieve profitability depends on our ability, alone or with collaborators, to successfully complete the development of, obtain the necessary regulatory approvals for and commercialize product candidates. We may not generate revenues from product sales for the foreseeable future. Our ability to generate future revenues from product sales depends heavily on our success in:

•obtaining favorable results for and advancing development of imipridones, including ~~ONC201~~dordaviprone for the treatment of H3 K27M-mutant diffuse glioma, and other potential indications;

•obtaining United States regulatory approval for ~~ONC201~~dordaviprone and other pipeline assets;

•obtaining foreign regulatory approval(s) for ~~ONC201~~dordaviprone and other pipeline assets;

•generating, licensing or otherwise acquiring a pipeline of product candidates which progress to clinical development, regulatory approval, and commercialization.

Conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to activate, enroll, and complete, and we may never successfully enroll a sufficient number of patients or generate the necessary data required to obtain regulatory approval and achieve product sales. Our anticipated development costs would likely increase if we do not obtain favorable results or if development of any product candidate is delayed. In particular, we would likely incur higher costs than we currently anticipate if development of any product candidate is delayed because we are required by the FDA or foreign regulatory authorities to perform studies or trials in addition to those that we currently anticipate, or we decide to conduct additional studies or trials for strategic reasons.

Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to predict with certainty the timing or amount of any increase in our anticipated development costs that will result should any additional trials be necessary.

Further, any product candidate if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of products that may not be commercially available for a number of years, if at all. For any approved product candidate, we anticipate incurring significant costs in connection with commercialization. As a result, we cannot assure you that we will be able to generate revenues from sales of any approved product candidate, or that we will achieve or maintain profitability even if we do generate sales.

If we fail to obtain additional financing, we could be forced to delay, reduce or eliminate our product development programs, seek corporate partners for the development of our product development programs or relinquish or license on unfavorable terms, our rights to technologies or product candidates.

Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is a time-consuming, expensive and uncertain process that takes years to complete. We believe that our existing capital available to fund operations will enable us to fund our current operating expenses and capital requirements for at least the next twelve months. Changing circumstances beyond our control may cause us to consume capital more rapidly than we currently anticipate, and our clinical trials may encounter technical, enrollment or other difficulties that could increase our development costs more than we expected, or because the FDA or foreign regulatory authorities require us to perform studies or trials in addition to those that we currently anticipate.

InOur ~~January 2021, we acquired Oncoceutics, Inc. (Oncoceutics), a privately-held, clinical-stage biotechnology company developing imipridones, a novel potential class of compounds. Oncoceutics’~~ lead product candidate, ~~ONC201~~dordaviprone, is currently being evaluated in multiple clinical studies including in the Phase 3 ACTION Study~~, a registrational study for H3 K27M-mutant diffuse glioma~~.

We are also pursuing additional external opportunities to build our pipeline of product candidates, and we may need to raise additional funds if we identify additional product candidates, which we may obtain through one or more equity offerings, debt financings, government or other third-party funding, strategic alliances and licensing or collaboration arrangements.

Securing additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop and commercialize our most advanced clinical compounds, or any other product candidate. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to raise additional capital when required or on acceptable terms, we may be required to:

•significantly delay, scale back or discontinue the development or commercialization of ~~ONC201~~dordaviprone, or any other product candidate;

~~•seek corporate partners for ONC201, or any other product candidate at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available; or~~26

•seek corporate partners for dordaviprone, or any other product candidate at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available; or

•relinquish or license on unfavorable terms, our rights to technologies or product candidates that we otherwise would seek to develop or commercialize ourselves.

If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing development and commercialization efforts, which will have a material adverse effect on our business, operating results and prospects and on our ability to develop our product candidates.

If we draw down on our credit facility with Silicon Valley Bank, the terms of our loan and security agreement place restrictions on our operating and financial flexibility, and failure to comply with covenants or to satisfy certain conditions may result in acceleration of our repayment obligations and foreclosure on our pledged assets, which could significantly harm our liquidity, financial condition, operating results, business and prospects and cause the price of our securities to decline.

Our Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank, now a division of First-Citizens Bank & Trust Company, effective January 31, 2022, as amended onby ~~November~~certain ~~21,~~Amendment ~~2023, requires us~~ to ~~comply~~Loan ~~with~~Agreement ~~certain~~on ~~financial~~November ~~covenants~~21, ~~including~~2023 ~~requiring~~and ~~that~~amended weand ~~maintain~~restated ~~specified~~on ~~liquidity~~December ~~and~~23, ~~cash~~2024 ~~levels~~(the atA&R ~~certain~~Loan ~~times.~~Agreement) ~~The~~with ~~Loan~~Silicon ~~Agreement~~Valley ~~also~~Bank, requires us to comply with a number of ~~other~~customary covenants (affirmative and negative), including restrictive covenants that limit our ability to,: among other things, incur additional indebtedness; merge or consolidate with or into any other organization or otherwise suffer a change in control; acquire, own or make investments; repurchase or redeem any class of stock or other equity interest; declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest; and transfer a material portion of our assets, in each case subject to exceptions. Our obligations under the A&R Loan Agreement are secured by a first priority perfected security interest in substantially all of our assets other than our intellectual property, subject to certain exceptions.

In addition to other specified events of default, and subject to limited exceptions, Silicon Valley Bank could declare an event of default upon our non-compliance with certain covenants or the occurrence of certain events that it may determine, in its sole discretion, to have a material adverse effect, including: a material adverse change in, or a material adverse effect on our business, property, assets or operations, taken as a whole; a material impairment of our ability to perform any of our obligations under the A&R Loan Agreement; a material adverse effect upon the collateral for the loan or its value; or a material impairment of the enforceability or priority of the liens upon the collateral for the loan or the legality, validity, binding effect or enforceability of the A&R Loan Agreement or related agreements.

If we default under the credit facility, Silicon Valley Bank may accelerate all of our repayment obligations, which may require us to seek additional or alternate financing and/or modify our operational plans. We cannot guarantee that we will be able to comply with all of the covenants contained in the A&R Loan Agreement in the future, or secure waivers if or when required. If we are unable to comply with or obtain a waiver of any noncompliance under the A&R Loan Agreement, Silicon Valley Bank could declare an event of default or require us to further renegotiate the A&R Loan Agreement on terms that may be significantly less favorable to us, or we may be required to seek additional or alternative financing. If we were to seek additional or alternative financing, any such financing may not be available to us on commercially reasonable terms or at all. If we are unable to access funds to meet those obligations or to renegotiate our agreement, Silicon Valley Bank could foreclose on our pledged assets and we would have to immediately cease operations. In addition, during the continuance of an event of default, the then-applicable interest rate on the then-outstanding principal balance is subject to increase. Upon an event of default, Silicon Valley Bank could also require us to repay the loan immediately, together with a prepayment penalty, and other fees. If we were to renegotiate the agreement under such circumstances, the terms may be significantly less favorable to us. If we were liquidated, Silicon Valley Bank’s right to repayment would be senior to the rights of our stockholders to receive any proceeds from the liquidation. Any declaration by Silicon Valley Bank of an event of default could significantly harm our liquidity, financial condition, operating results, business, and prospects and cause the price of our securities to decline.

We may incur additional indebtedness in the future. The debt instruments governing such indebtedness may contain provisions that are as, or more, restrictive than the provisions governing our existing indebtedness. If we are unable to repay, refinance or restructure our indebtedness when payment is due, Silicon Valley Bank could proceed against the collateral or force us into bankruptcy or liquidation.

We routinely evaluate external assets to build our pipeline of product candidates and there can be no assurance that we will be successful in identifying or completing a transaction for a candidate, that any such transaction will result in additional value for our stockholders or that the process will not have an adverse impact on our business.

In addition to our current assets, we may in-license or acquire additional assets, engage in a merger or acquisition transaction, issue additional shares of our common stock, or engage in other potential actions designed to maximize stockholder value. Our continuing review of these matters may not result in the identification or consummation of any transaction. The process of reviewing external opportunities may be time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We could incur substantial expenses associated with identifying, evaluating, negotiating, and consummating potential transactions. There can be no assurance that any potential additional transaction, if consummated, will provide greater value to our stockholders than that reflected in the current price of our common stock. In addition, once any potential additional transaction is consummated, we are likely to incur substantial costs associated with future development and testing of any new product candidate, which may require us to raise additional capital.

Risks Related to Clinical Development and Regulatory Approval

All of our product candidates are still under clinical development and may not obtain regulatory approval or be successfully commercialized.

We have not marketed, distributed or sold any of our current product candidates. Our most advanced product candidate is ~~ONC201~~dordaviprone, which we are developing for the treatment of H3 K27M-mutant diffuse glioma. In ~~November~~December ~~2022~~2024, we ~~initiated~~submitted aan ~~Phase~~NDA 3for ~~clinical~~dordaviprone ~~study~~to ofthe ~~ONC201~~FDA ~~(the~~seeking ~~Phase~~accelerated 3approval. ~~ACTION~~In ~~Study)~~February 2025, ~~and~~the itFDA isaccepted ~~possible~~the ~~that~~NDA for filing and assigned a ~~single~~PDUFA ~~trial~~date toof ~~support~~August ~~regulatory~~18, 2025. Under a potential accelerated approval, ~~may~~a ~~not~~confirmatory study must be ~~sufficient~~completed. We believe our Phase 3 clinical study of dordaviprone (the Phase 3 ACTION Study) meets this criteria.

There is no guarantee that our current clinical trials (including the Phase 3 Action Study) or future clinical trials will be ~~approved~~authorized by regulators, and no guarantee that they will be completed or, if completed, will be successful, or if successful, will result in an approval for the sale of any of our product candidates. The success of any of our product candidates will depend on several factors, including the following:

•generating positive safety and efficacy data from our clinical trials of ~~ONC201~~dordaviprone;

•receipt of marketing approvals from the FDA and corresponding regulatory authorities outside the United States;

•establishing commercial manufacturing capabilities;

•acceptance of the product, if approved for marketing;

•effectively competing with other therapies;

•a continued acceptable safety profile of the product following approval; and

•obtaining, maintaining, enforcing and defending intellectual property rights and claims.

If we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully commercialize our product candidates, including ~~ONC201~~dordaviprone, which would materially harm our business.

We may be unable to obtain, or may be delayed in obtaining, regulatory approval for our most advanced clinical candidate: ~~ONC201~~dordaviprone.

In ~~January~~December ~~2021~~2024, we ~~acquired~~submitted ~~Oncoceutics,~~an aNDA ~~privately-held,~~for ~~clinical-stage~~dordaviprone ~~biotechnology~~to ~~company~~the ~~developing~~FDA ~~imipridones~~seeking accelerated approval. In February 2025, athe ~~novel~~FDA ~~potential~~accepted ~~class~~the ofNDA ~~compounds.~~for ~~Oncoceutics’s~~filing ~~lead~~and ~~product~~assigned ~~candidate,~~a ~~ONC201~~PDUFA date of August 18, 2025. Dordaviprone is currently being evaluated in the Phase 3 ACTION Study, ~~and~~which we believe is a confirmatory trial that would be sufficient to convert an accelerated approval, if granted, to full approval. Dordaviprone is also being investigated in multiple investigator-sponsored clinical studies.

We have reached general agreement with the FDA on the design of the Phase 3 ACTION Study to ~~support~~provide aconfirmatory evidence to support potential full approval for marketing. We have not yet reached agreement with foreign regulators regarding the adequacy of the planned studies, for any of our clinical candidates, with respect to a potential approval for marketing, whether accelerated/conditional or traditional/full. We may be required to conduct additional clinical, nonclinical or manufacturing validation studies and submit those data before consideration of ~~our~~any application for dordaviprone occurs. Depending on the extent of these or any other required studies, approval of any NDA or any future application that we submit may be delayed by several years, or may require us to expend more resources than we have available. It is also possible that ~~additional~~

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additional studies, if performed and completed, may not be considered sufficient by the FDA and/or foreign health authorities to approve our NDA or foreign application.

Any delay in obtaining, or an inability to obtain, regulatory approvals could prevent us from generating revenues and achieving and sustaining profitability. If any of these outcomes occur, we may be forced to abandon our development efforts for ~~ONC201~~dordaviprone, which would have a material adverse effect on our business and could potentially cause us to cease operations.

We depend on the successful completion of clinical trials for our product candidates, including ~~ONC201~~dordaviprone. The positive clinical results obtained for our product candidates in prior clinical studies may not be repeated in future clinical studies.

Before obtaining full regulatory approval for the sale of our product candidates, including ~~ONC201~~dordaviprone, we must conduct extensive clinical trials to demonstrate the safety and efficacy of our product candidates. Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of our clinical trials can occur at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. In the case of ~~ONC201~~dordaviprone, early studies were open label studies of brain tumor patients, whereas the ongoing Phase 3 ACTION Study is a double blinded, placebo-controlled, ~~investigational~~ study. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for their products.

We may experience a number of unforeseen events during, or as a result of, clinical trials for our product candidates, that could adversely affect the completion of our clinical trials, including:

•regulators or institutional review boards may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

•clinical trials of our product candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs;

•we might be required to change one of our clinical research organizations (CROs) during ongoing clinical programs;

•the number of subjects required for clinical trials of our product candidates may be larger than we anticipate, enrollment in these clinical trials may be insufficient or slower than we anticipate, or subjects may drop out of these clinical trials at a higher rate than we anticipate;

•our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all;

•we may have to suspend or terminate clinical trials of our product candidates for various reasons, including a finding that the subjects are being exposed to unacceptable health risks, or other factors outside our control;

•regulators or institutional review boards may require that we or our investigators suspend or terminate clinical research for various reasons, including noncompliance with regulatory or quality requirements;

•the cost of clinical trials of our product candidates may be greater than we anticipate;

•we may encounter agency or judicial enforcement actions which impact our clinical trials;

•the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate; or

•our product candidates may have undesirable side effects or other unexpected characteristics, causing us or our investigators to suspend or terminate the trials.

We do not know whether any clinical trials we may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market our most advanced product candidates, including ~~ONC201~~dordaviprone. If later stage clinical trials do not produce favorable results, our ability to obtain regulatory approval for any of our product candidates may be adversely impacted.

Delays in clinical trials are common and have many causes, and any delay could result in increased costs to us and jeopardize or delay our ability to obtain regulatory approval and commence product sales.

Clinical testing is expensive, difficult to design and implement, can take many years to complete, and is uncertain as to outcome. We may experience delays in clinical trials at any stage of development and testing of our product candidates. Our planned clinical trials may not begin on time, have an effective design, enroll a sufficient number of subjects, or be completed on schedule, if at all.

Events which may result in a delay or unsuccessful completion of clinical trials, including our currently planned or future clinical trials include:

•inability to raise funding necessary to initiate or continue a trial;

•delays in obtaining, or failure to obtain, ~~regulatory~~authorization ~~approval~~ of Investigational New Drug applications or to commence a trial;

•delays in reaching agreement with the FDA and foreign health authorities on final trial design;

•imposition of a clinical hold following an inspection of our clinical trial operations or trial sites by the FDA or other regulatory authorities;

•delays caused by disagreements with existing CROs and/or clinical trial sites;

•delays in reaching agreement on acceptable terms with prospective CROs and clinical trial sites;

•delays in obtaining, or failure to obtain, required IRB or ethics committee (EC) approvals covering each site;

•delays in recruiting suitable patients to participate in a trial;

•delays in having subjects complete participation in a trial or return for post-treatment follow-up;

•delays caused by subjects dropping out of a trial due to side effects or otherwise;

•clinical sites declining to participate or dropping out of a trial to the detriment of enrollment;

•agency or judicial enforcement actions against us;

•changes in standard of care in specific diseases;

•time required to add new clinical sites; and

•delays by our contract manufacturers to produce and deliver sufficient supply of clinical trial materials.

If initiation or completion of any of our clinical trials for our product candidates, are delayed for any of the above reasons, our development costs may increase, our approval process could be delayed, any periods during which we may have the exclusive right to commercialize our product candidates may be reduced and our competitors may have more time to bring products to market before we do. Any of these events could impair our ability to generate revenues from product sales and impair our ability to generate regulatory and commercialization milestones and royalties, all of which could have a material adverse effect on our business.

Our product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance.

Adverse events (AEs) caused by our product candidates could cause us, other reviewing entities, clinical study sites or regulatory authorities to interrupt, delay or halt clinical studies and could result in the denial of regulatory approval. For example, in our Phase 2 study of ONC201, one serious adverse event, considered to be possibly ONC201-related by the investigator and unlikely to be ONC201-related by the sponsor, was identified. Full safety data collection and analysis for this cohort is ongoing. If an unacceptable frequency and/or severity of AEs are reported in our clinical trials for our product candidates, our ability to obtain regulatory approval for product candidates may be negatively impacted.

If any of our approved products cause serious or unexpected side effects prior to or after receiving market approval, a number of potentially significant negative consequences could result, including:

•regulatory authorities may approve the product only with a risk evaluation and mitigation strategy (REMS), potentially with restrictions on distribution and other elements to assure safe use (ETASU);

•regulatory authorities may withdraw their approval of the product or impose restrictions on its distribution in a form of a modified REMS;

•regulatory authorities may require the addition of labeling statements, such as warnings or contraindications;

•we may be required to change the way the product is administered or to conduct additional clinical studies;

•we could be sued and held liable for harm caused to patients; and

•our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing our product candidates.

After the completion of our clinical trials, we cannot predict whether or when we will obtain regulatory approval to commercialize any of our product candidates and we cannot, therefore, predict the timing of any future revenue from any of our product candidates, including ~~ONC201~~dordaviprone.

We cannot commercialize our product candidates, including ~~ONC201~~dordaviprone, until the appropriate regulatory authorities have reviewed and approved the product candidate. The regulatory agencies may not complete their review processes in a timely manner, or we may not be able to obtain regulatory approval for any of our product candidates. Delays may occur because we may not be able to obtain accelerated approval for our product candidates and large confirmatory studies may be needed to support accelerated approval or be conducted to pursue a first full approval. For dordaviprone, a companion diagnostic test may be needed to identify patients with H3 K27M-mutant diffuse glioma. Additional delays in the United States may result if any of our product candidates is brought before an FDA advisory committee, which could recommend restrictions on approval or recommend non-approval of the product candidate. In the EU, an Oral Explanation during marketing authorization application

2830

support accelerated approval or be conducted to pursue a first full approval. For ONC201, a companion diagnostic test may be needed to identify patients with H3 K27M-mutant diffuse glioma. Additional delays in the United States may result if any of our product candidates is brought before an FDA advisory committee, which could recommend restrictions on approval or recommend non-approval of the product candidate. In the EU context, an Oral Explanation during (MAA) review could extend approval timelines and result in a Negative Opinion. A re-examination procedure is available in the EU whereby a Negative Opinion could be over-turned and become a Positive Opinion. New rapporteurs would be selected for the product. In addition, we may experience delays or rejections based upon additional government regulation from future legislation or administrative action, or changes in regulatory agency policy during the period of product development, clinical studies and the review process. As a result, we cannot predict when, if at all, we will receive any future revenue from commercialization of any of our product candidates.

Failure by us or third-party collaborators to successfully develop, validate and obtain regulatory approval for companion diagnostics for use by oncologists could harm our ability to develop and commercialize ~~ONC201~~dordaviprone.

For ~~ONC201~~dordaviprone, standard of care diagnostic tests are used to identify patients with H3 K27M-mutant diffuse glioma. Currently, such tests are available as a Laboratory Developed Test, or LDT, that has not been cleared or approved by FDA as a companion diagnostic test. FDA may require approval of a companion diagnostic in connection with an approval of ana ~~ONC201~~dordaviprone NDA. We intend to rely on third parties for development of companion diagnostics for commercialization of ~~ONC201~~dordaviprone, if required. Companion diagnostics are developed in conjunction with clinical programs for the associated product and are subject to regulation as medical devices. Any failure by a third party to obtain FDA clearance or approval for an H3 K27M mutation diagnostic test may impair our ability to meet FDA requirements for ~~ONC201~~dordaviprone and subsequently jeopardize or delay a potential marketing authorization.

The FDA may determine that ~~ONC201~~dordaviprone or any of our other product candidates, even if approved for the designated rare pediatric disease prior to September 30, 2026, do not meet the eligibility criteria for a priority review voucher.

Upon regulatory approval of a product candidate for a designated rare pediatric disease, neglected tropical disease, or medical countermeasure, the FDA may award to the sponsor of the treatment a transferable voucher that enables the bearer to priority review of another product candidate.

The FDA has granted rare pediatric disease designation to ~~ONC201~~dordaviprone for treatment of H3 K27M-mutant diffuse glioma. Designation of a drug for a rare pediatric disease does not guarantee that an NDA for such drug will meet the eligibility criteria for a rare pediatric disease priority review voucher at the time the application is approved. ~~Under the Federal Food, Drug, and Cosmetic Act (FDCA), we will need to request a rare pediatric disease priority review voucher in our original NDA for ONC201.~~ The FDA may determine that an NDA for ~~ONC201~~dordaviprone, if approved, does not meet the eligibility criteria for a priority review voucher, including for the following reasons:

•treatment of H3 K27M-mutant diffuse glioma no longer meets the definition of a rare pediatric disease;

•the NDA contains an active ingredient (including any ester or salt of the active ingredient) that has been previously approved in an NDA;

•the NDA is not deemed eligible for priority review;

•the NDA does not rely on clinical data derived from studies examining a pediatric population and dosages of the drug intended for that population (that is, if the NDA does not contain sufficient clinical data to allow for adequate labeling for use by the full range of affected pediatric patients); or

•the NDA is approved for a different adult indication than the rare pediatric disease for which ~~ONC201~~dordaviprone is designated.

The authority for the FDA to award rare pediatric disease priority review vouchers for drugs that have received rare pediatric disease designation prior to ~~September~~December 3020, 2024 currently expires on September 30, 2026. Absent any legislative extension, if the NDA for ~~ONC201~~dordaviprone is not approved prior to September 30, 2026 for any reason, regardless of whether it meets the criteria for a rare pediatric disease priority review voucher, it will not be eligible for a priority review voucher. In the event that the Company receives a priority review voucher for ~~ONC201~~dordaviprone, any proceeds related to the voucher would be subject to potential adjustment according to the terms of our merger agreement with Oncoceutics.

Following regulatory approval for any of our product candidates, including ~~ONC201~~dordaviprone, we will still face extensive regulatory requirements and our products may face future development and regulatory difficulties.

Even if we obtain regulatory approval, the granting authority may still impose significant restrictions on the indicated uses, distribution or marketing of our product candidates, including ~~ONC201~~dordaviprone, or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance. For example, the labeling ultimately approved for our product candidates, will likely include restrictions on use due to the specific patient population and manner of use in which the drug was evaluated and the safety and efficacy data obtained in those evaluations. In addition, the distribution of any of our product candidates may be tightly controlled through a REMS with ETASU, which are required medical interventions or other actions healthcare professionals need to execute prior to prescribing or dispensing the drug to the patient.

29Our product candidates will also be subject to additional ongoing regulatory requirements governing the labeling, packaging,

and the safety and efficacy data obtained in those evaluations. In addition, the distribution of any of our product candidates may be tightly controlled through a REMS with ETASU, which are required medical interventions or other actions healthcare professionals need to execute prior to prescribing or dispensing the drug to the patient.31

~~Our product candidates will also be subject to additional ongoing regulatory requirements governing the labeling, packaging,~~ storage, distribution, safety surveillance, advertising, promotion, record-keeping and reporting of safety and other post-market information. In the United States, the holder of an approved NDA is obligated to monitor and report AEs and any failure of a product to meet the specifications in the NDA. The holder of an approved NDA must also submit new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process. If a REMS is required, the NDA holder may be required to monitor and evaluate those in the healthcare system who are responsible for implementing ETASU measures. Advertising and promotional materials must comply with FDA rules and are subject to FDA review, in addition to other potentially applicable federal and state laws. Moreover, EU and member countries impose strict restrictions on the promotion and marketing of drug products. The off-label promotion of medicinal products is prohibited in the U.S., EU and in other territories. Physicians, on the other hand, may prescribe products for off-label uses in the U.S. Although the FDA and other regulatory agencies do not regulate a physician’s choice of drug treatment made in the physician’s independent medical judgment, they do restrict promotional communications from companies or their sales force with respect to off-label uses of products for which marketing clearance has not been issued. However, companies may share truthful and not misleading information that is otherwise consistent with a product’s FDA approved labeling. The promotion of medicinal products that are not subject to a marketing authorization is also prohibited in the EU. Violations of the rules governing the promotion of medicinal products in the EU and in other territories could be penalized by administrative measures, fines and imprisonment.

In addition, manufacturers of drug products and their facilities are subject to payment of user fees and continual review and periodic inspections by regulatory authorities for compliance with Current Good Manufacturing Practices (cGMP), and adherence to commitments made in the application. If we, or a regulatory agency, discover previously unknown problems with a product, such as quality issues or AEs of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions relative to that product or the manufacturing facility, including requiring recall or withdrawal of the product from the market or suspension of manufacturing.

If we fail to comply with applicable regulatory requirements following approval of any product candidates, a regulatory agency may:

•issue an untitled or warning letter asserting that we are in violation of the law;

•seek an injunction or impose civil or criminal penalties or monetary fines;

•suspend or withdraw regulatory approval;

•suspend any ongoing clinical trials;

•refuse to approve a pending application or supplements to an application submitted by us;

•recall and/or seize product; or

•refuse to allow us to enter into supply contracts, including government contracts.

Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates and inhibit our ability to generate revenues.

We may never obtain approval for or commercialize any of our products outside of the United States, nor does approval of any of our products outside the United States mean we will ever obtain approval for or commercialize any of our products inside the United States, all of which could limit our ability to realize their full market potential.

In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory requirements on a country-by-country basis regarding safety and efficacy. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and costs for us and require additional preclinical studies or clinical trials which could be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our products in those countries. We do not have any product candidates approved for sale in any jurisdiction, including international markets, and Chimerix has limited experience in obtaining regulatory approval in any markets. If we fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, our target market will be reduced and our ability to realize the full market potential of our products will be unrealized.

markets are delayed, our target market will be reduced and our ability to realize the full market potential of our products will be unrealized.

Conversely, approval by regulatory authorities outside the United States, such as the European Commission, does not ensure approval by the FDA. Moreover, clinical trials conducted outside the United States may not be accepted by the FDA.

~~Coverage and adequate reimbursement may not be available for ONC201, or any of our other current or future product candidates, which could make it difficult for us to sell profitably, if approved.~~32

~~Market~~Coverage ~~acceptance~~ and ~~sales of ONC201, or any other product candidates that we commercialize, if approved, will depend in part on the extent to which coverage and~~ adequate reimbursement ~~will~~may not be available ~~from third-party payers, including government health administration authorities, managed care organizations and private health insurers. Third-party payers decide which therapies they will pay~~ for and establish reimbursement levels. Third-party payers in the United States often rely upon Medicare coverage policy and payment limitations in setting their own coverage and reimbursement policies. Howeverdordaviprone, ~~decisions~~or ~~regarding~~any ~~the extent~~ of ~~coverage~~our ~~and~~other ~~amount~~current ofor ~~reimbursement~~future ~~to be provided for any~~ product candidates that we develop will be made on a payer-by-payer basis. One payer’s determination to provide coverage for a drug does not assure that other payers will also provide coverage and adequate reimbursement for the drug. Additionally, a third-party payer’s decision to provide coverage for a therapy does not imply that an adequate reimbursement rate will be approved. Third-party payers are increasingly challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to questioning their safety and efficacy. Even if favorable coverage and reimbursement status is attained for our products candidates for which wecould ~~receive~~make ~~regulatory~~it ~~approval,~~difficult less favorable coverage policies and reimbursement rates may be implemented in the future. In addition, companion diagnostic tests require coverage and reimbursement separate and apart from the coverage and reimbursement for ~~their~~us ~~companion pharmaceutical or biological products. Similar challenges~~ to ~~obtaining~~sell ~~coverage and reimbursement~~profitably, ~~applicable~~if ~~to pharmaceutical or biological products, will apply to companion diagnostics~~approved. We cannot be sure that coverage and reimbursement in the United States or elsewhere will be available for any product that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

Market acceptance and sales of dordaviprone, or any other product candidates that we commercialize, if approved, will depend in part on the extent to which coverage and adequate reimbursement will be available from third-party payers, including government health administration authorities, managed care organizations and private health insurers. Third-party payers decide which therapies they will pay for and establish reimbursement levels. Third-party payers in the United States often rely upon Medicare coverage policy and payment limitations in setting their own coverage and reimbursement policies. However, decisions regarding the extent of coverage and amount of reimbursement to be provided for any product candidates that we develop will be made on a payer-by-payer basis. One payer’s determination to provide coverage for a drug does not assure that other payers will also provide coverage and adequate reimbursement for the drug. Additionally, a third-party payer’s decision to provide coverage for a therapy does not imply that an adequate reimbursement rate will be approved. Third-party payers are increasingly challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to questioning their safety and efficacy. Even if favorable coverage and reimbursement status is attained for our products candidates for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future. In addition, companion diagnostic tests require coverage and reimbursement separate and apart from the coverage and reimbursement for their companion pharmaceutical or biological products. Similar challenges to obtaining coverage and reimbursement, applicable to pharmaceutical or biological products, will apply to companion diagnostics. We cannot be sure that coverage and reimbursement in the United States or elsewhere will be available for any product that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future.

Our relationships with investigators, health care professionals, consultants, third-party payers, and customers may be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers and others play a primary role in the recommendation and prescribing of any products for which we obtain marketing approval. Our current business operations and future arrangements with investigators, healthcare professionals, consultants, third-party payers and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we research, market, sell and distribute our products for which we obtain marketing approval. Restrictions under applicable federal and state healthcare laws and regulations, include, but are not limited to, the following:

•the federal healthcare anti-kickback statute which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid;

•the federal civil and criminal false claims laws, including the Federal Civil False Claims Act (False Claims Act) which permit private individuals to bring a civil action on behalf of the federal government to enforce certain of these laws ~~thought~~through civil whistleblower or qui tam actions and the Federal Civil Monetary Penalties Act, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false or fraudulent or from knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government;

•the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA) which, among other things, imposes criminal liability for knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or to obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly or willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statement in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters;

•HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH), and their implementing regulations impose certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information without appropriate authorization by entities subject to the rule, such as health plans, healthcare clearinghouses and certain healthcare providers, and their business associates as well as their covered subcontractors;

31•the General Data Protection Regulation (GDPR), which impose obligations on companies in relation to the handling of personal data of individuals within the EU and UK, along with related national legislation;

appropriate authorization by entities subject to the rule, such as health plans, healthcare clearinghouses and certain healthcare providers, and their business associates as well as their covered subcontractors;

•the General Data Protection Regulation (GDPR), which impose obligations on companies in relation to the handling of personal data of individuals within the EU, along with related national legislation;

•mandated healthcare professional payments reporting laws and/or requirements throughout global jurisdictions, including EU member states, in which we conduct research and development and/or other business activities;

•the FDCA which prohibits, among other things, the adulteration or misbranding of drugs and devices;

•the federal transparency law, enacted as part of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the ACA), and its implementing regulations, which requires certain manufacturers of drugs, devices, biologicals and medical supplies to report to the Centers for Medicare & Medicaid Services (CMS) information related to payments and other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare professionals (such as physician assistants and nurse practitioners), and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; and

•analogous state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by state governmental and non-governmental third-party payers, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government; state and local laws that require the registration of pharmaceutical sales representatives; state laws and regulations that require manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; and state laws governing the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA.

Efforts to ensure that our business arrangements with third parties comply with applicable healthcare laws and regulations involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these or any other health regulatory laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, exclusion from government funded healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and/or divert our management’s attention from the operation of our business. If any of the physicians or other providers or entities with whom we expect to do business are found to be not in compliance with applicable laws, they also may be subject to significant criminal, civil or administrative sanctions, including, but not limited to, exclusions from government funded healthcare programs, which could also materially affect our business.

Recently enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates and affect the prices we may obtain.

In the United States and some foreign jurisdictions, there have been a number of legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any products for which we obtain marketing approval.

For example, in March 2010, the ACA was enacted to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add new transparency requirements for health care and health insurance industries, impose new taxes and fees on the health industry and impose additional health policy reforms. However, there have been executive, judicial and Congressional challenges and amendments to certain aspects of the ACA. For example, on June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. It is possible that the ACA will be subject to additional challenges in the future. It is unclear how any such challenges and other litigation, and the healthcare reform measures of the ~~Biden~~second Trump administration will impact the ACA and our business.

Legislative and regulatory proposals have also been made to expand post-approval requirements and restrict sales and promotional activities for pharmaceutical products.

32Additionally, there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been several recent U.S. Congressional inquiries, presidential executive orders, and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. For example, on August 16, 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law, which among other things, (1) directs the U.S. Department of Health and Human Services (DHHS) to negotiate the price of certain high-expenditure, single-source drugs that have been on the market for 7 years covered under Medicare (the Medicare Drug Price Negotiation Program) and (2) imposes rebates under

Additionally, there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been several recent U.S. Congressional inquiries, presidential executive orders, and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. At the federal level, in July 2021, the Biden administration released an executive order with multiple provisions aimed at prescription drugs. In response to this executive order, in September 2021, the U.S. Department of Health and Human Services (DHHS) released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions DHHS can take to advance these principles. In addition, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (IRA) into law, which among other things, (1) directs the DHHS to negotiate the price of certain single-source drugs and biologics covered under Medicare and (2) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. The IRA permits DHHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. DHHS has and will continue to issue and update guidance as these programs as implemented. These provisions have begun taking effect progressively starting in fiscal year 2023. On August 29, 2023, DHHS announced the list of the first ten drugs that will be subject to price negotiations, although the Medicare drug price negotiation program is currently subject to legal challenges. It is unclear how certain aspects of the IRA will be implemented but is likely to have a significant impact on the pharmaceutical industry. While the IRA predominantly focuses on controlling spending of drugs that are covered by Medicare, and our product candidates, if approved, are not expected to target the Medicare population, other similar legislation may be implemented in the future that may be broader in scope and may adversely affect our operations, including our ability to commercialize our product candidates, if approved, successfully. In response to the Biden administration’s October 2022 executive order, on February 14, 2023, DHHS released a report outlining three new models for testing by the CMS Innovation Center which will be evaluated on their ability to lower the cost of drugs, promote accessibility, and improve quality of care. It is unclear whether the models will be utilized in any health reform measures in the future. Further, on December 7, 2023, the Biden administration announced an initiative to control the price of prescription drugs through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the National Institute of Standards and Technology published for comment a Draft Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to import certain pharmaceutical products from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which drugs will be chosen, and whether it will be subject to legal challenges in the United States or Canada. Other states have also submitted SIP proposals that are pending review by the FDA. Any such approved importation plans, when implemented, may result in lower drug prices for products covered by those programs. Such reform efforts are likely to continue the pressure on pharmaceutical pricing, especially under the Medicare program, and may also increase our regulatory burdens and operating costs.34

~~Healthcare~~Medicare ~~reform~~Part ~~measures~~B and Medicare Part D to penalize price increases that outpace inflation. The IRA permits DHHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. DHHS has and will continue to issue and update guidance as these programs as implemented. These provisions have begun taking effect progressively starting in fiscal year 2023. On August 15, 2024, DHHS announced the agreed-upon price of the first ten drugs that were subject to price negotiations, although the Medicare Drug Price Negotiation Program is currently subject to legal challenges. On January 17, 2025, DHHS selected fifteen additional products covered under Part D for price negotiation in 2025. Each year thereafter more Part B and Part D products will become subject to the Medicare Drug Price Negotiation Program. While the IRA predominantly focuses on controlling spending of drugs that are covered by Medicare, and our product candidates, if approved, are not expected to target the Medicare population, other similar legislation may be ~~adopted~~implemented in the future that may ~~result~~be broader in ~~more~~scope ~~rigorous~~and ~~coverage~~may ~~criteria~~adversely affect our operations, ~~lower~~including ~~reimbursement~~our ability to commercialize our product candidates, ~~and~~if ~~additional~~approved, ~~downward~~successfully. ~~pressure~~Further, on December 7, 2023, an initiative to control the price ~~that~~of weprescription ~~receive~~drugs through the use of march-in rights under the Bayh-Dole Act was announced. On December 8, 2023, the National Institute of Standards and Technology published for ~~any~~comment ~~future~~a ~~approved~~Draft Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. WeWhile ~~cannot~~march-in ~~predict~~rights ~~what~~have not previously been exercised, it is uncertain if that will continue under the new framework. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to import certain pharmaceutical products from Canada for specific state healthcare ~~reform~~programs. ~~initiatives~~It ~~may~~is unclear how this program will be ~~adopted~~implemented, including which drugs will be chosen, and whether it will be subject to legal challenges in the ~~future~~United States or Canada. Other states have also submitted SIP proposals that are pending review by the FDA. Any such approved importation plans, when implemented, may result in lower drug prices for products covered by those programs. Such reform efforts are likely to continue the pressure on pharmaceutical pricing, especially under the Medicare program, and may also increase our regulatory burdens and operating costs.

Healthcare reform measures that may be adopted in the future may result in more rigorous coverage criteria, lower reimbursement, and additional downward pressure on the price that we receive for any future approved product. We cannot predict what healthcare reform initiatives may be adopted in the future, particularly in light of the recent U.S. Presidential and Congressional elections.

Risks Related to Our Reliance on Third Parties

We rely on third-party manufacturers to produce our preclinical and clinical drug supplies, and we intend to rely on third parties to produce commercial supplies of any approved product candidates.

We do not own or operate, and we do not expect to own or operate, facilities for product manufacturing, storage and distribution, or testing with respect to our product candidates, including ~~ONC201~~dordaviprone. In the past, we have relied on third-party manufacturers for supply of our preclinical and clinical drug supplies. We expect that in the future we will continue to rely on such manufacturers for drug supply that will be used in clinical trials and for commercialization of any of our product candidates that receive regulatory approval.

Our reliance on third-party manufacturers entails risks, including:

•inability to meet our product specifications and quality requirements consistently;

•delay or inability to procure or expand sufficient manufacturing capacity;

•manufacturing and product quality issues related to scale-up of manufacturing;

•costs and validation of new equipment and facilities required for scale-up;

•failure to comply with cGMP and similar foreign standards;

•inability to negotiate manufacturing agreements with third parties under commercially reasonable terms;

•termination or nonrenewal of manufacturing agreements with third parties in a manner or at a time that is costly or damaging to us;

•reliance on a limited number of sources, and in some cases, single sources for product components, such that if we are unable to secure a sufficient supply of these product components, we will be unable to manufacture and sell our product candidates in a timely fashion, in sufficient quantities or under acceptable terms;

•lack of qualified backup suppliers for those components that are currently purchased from a sole or single source supplier;

•operations of our third-party manufacturers or suppliers could be disrupted by conditions unrelated to our business or operations, including the bankruptcy of the manufacturer or supplier, or other factors outside our control;

•carrier disruptions or increased costs that are beyond our control; and

•failure to deliver our products under specified storage conditions and in a timely manner.

Any of these events could lead to clinical study delays, failure to obtain regulatory approval or impact our ability to successfully commercialize our products. Some of these events could be the basis for FDA or equivalent foreign regulator action, including injunction, recall, seizure, or total or partial suspension of production.

Manufacturing issues may arise that could increase product and regulatory approval costs or delay or impair commercialization of ~~ONC201~~dordaviprone or our other product candidates.

We plan to validate ~~ONC201~~dordaviprone drug substance and drug product processes prior to approval at our selected vendors. It is our expectation that only one supplier of drug substance and one supplier of drug product will be qualified as vendors for ~~ONC201~~dordaviprone with the FDA. If supply is interrupted, there could be a significant disruption in the clinical supply. An alternate vendor would need to be qualified which could result in a further delay.

As more batch data is generated during both pre- and post-validation for both the drug substance and drug products, and as additional stability data is collected, issues may arise in our processes and stability programs which could require resolution in order to proceed with our planned clinical trials and obtain regulatory approval for the commercial marketing of our products and product candidates. In the future, we may identify significant impurities, which could result in increased scrutiny by the regulatory agencies, delays in clinical program and regulatory approval for our products and product candidates, increases in our operating expenses, or failure to obtain or maintain approval for ~~ONC201~~dordaviprone.

The anticipated benefits of the sale of our TEMBEXA program and related assets may not be realized fully or at all or may take longer to realize than expected.

In September 2022, we completed the sale of our TEMBEXA program and related assets to Emergent. Under the terms of the sale, we are entitled to contingent consideration, including milestone payments and royalties, dependent upon the further development and commercial success of TEMBEXA. Accordingly, our ability to receive the contingent consideration will depend, in part, on Emergent’s ability to successfully develop and commercialize TEMBEXA. If Emergent is unable to successfully or timely integrate TEMBEXA operations into its business, it may not be able to realize the revenue growth, milestone achievements, synergies and other anticipated benefits resulting from the Asset Sale, and consequently, we may not receive all, or any, of the contingent payments under the Asset Purchase Agreement. The milestones set forth in the Asset Purchase Agreement may not be achieved on a timely basis, if at all, or disagreements may occur regarding the achievement of such milestones, and we may not receive any future contingent payments. In September 2024, BARDA and Emergent agreed to amend the terms of the BARDA Agreement for sales of TEMBEXA. It is unclear whether this amendment to the BARDA Agreement will affect the timing or ability of Emergent to achieve the sales milestones set forth in the Asset Purchase Agreement. We are currently evaluating our next steps with respect to Emergent regarding such amendment. Any failure to achieve or be paid such milestones, or a perception that the milestones may not be achieved or be paid, may adversely affect our business and the value of our common stock.

Moreover, in 2019, we entered into a licensing arrangement with SymBio Pharmaceuticals (SymBio), whereby SymBio is responsible for the future development and commercialization of TEMBEXA for human diseases other than orthopoxviruses, including smallpox. In connection with the sale of TEMBEXA worldwide rights to Emergent, our rights and obligations under the SymBio license agreement were assumed by Emergent. We could receive up to $12.5 million from Emergent in brincidofovir regulatory milestones related to the SymBio license agreement. Our right to receive milestone payments under the Asset Purchase Agreement depends on the achievement of certain regulatory milestones by SymBio in the licensed indications.

The development and commercialization of the non-orthopox uses of TEMBEXA in humans and our ability to receive potential milestone payments under the Asset Purchase Agreement, would be adversely affected if SymBio:

•lacks or does not devote sufficient time and resource to the development of TEMBEXA;

•lacks or does not devote sufficient capital to fund the development of TEMBEXA;

•develops, either alone or with others, products that compete with TEMBEXA;

•fails to gain the requisite regulatory approvals for TEMBEXA;

•does not conduct its activities in a timely manner;

•terminates its license with Emergent;

•does not effectively pursue and enforce intellectual property rights relating to TEMBEXA; or

•merges with a third-party that wants to terminate the collaboration.

We have limited or no control over the occurrence of any of the foregoing. If any of these issues arise, it may delay or eliminate our ability to receive the regulatory milestones in the Asset Purchase Agreement.

Emergent may not adequately perform according to the terms of the BARDA Agreement, and we might be required to guarantee performance of all obligations that Emergent assumed under novation.

As required by U.S. government contracting regulations, the novation agreement for the BARDA Agreement includes a clause requiring that Chimerix, as transferor, guarantee Emergent’s performance of the BARDA Agreement. If Emergent were to fail to manufacture or deliver treatment courses of TEMBEXA, fail to properly respond to a product recall, or breach other performance obligations, BARDA may require that we perform instead, which may cause us to file claims under our insurance policies, divert the attention of our management from company priorities, expend additional resources engaging vendors, require additional legal agreements with Emergent to enable Chimerix to resume title to TEMBEXA and control of supply chain vendors necessary for performance, incur additional legal fees, among other unplanned expenses which could delay or prevent our completion of our priority clinical programs, as well as result in reputational harm.

We rely on third parties to conduct, supervise and monitor our clinical studies and related data, and if those third parties perform in an unsatisfactory manner, it may harm our business.

We rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials. While we have agreements governing their activities, we have limited influence over their actual performance. We have relied and plan to continue to rely upon CROs to monitor and manage data for our ongoing clinical programs for our product candidates, as well as the execution of nonclinical studies. We control only certain aspects of our CROs’ activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards and our reliance on CROs does not relieve us of our regulatory responsibilities.

We and our CROs are required to comply with the FDA’s guidance for clinical trials conducted within the jurisdiction of the United States (or the foreign regulatory authority equivalent for clinical trials conducted outside the jurisdiction of the United States), which follows the International Council for Harmonization Good Clinical Practice (ICH GCP), which are regulations and guidelines enforced by the FDA for all of our product candidates in clinical development. The FDA enforces the ICH GCP through periodic inspections of trial sponsors, principal investigators and clinical trial sites. If we or our CROs fail to comply with the ICH GCP, the clinical data generated in our clinical trials may be deemed unreliable and the FDA may require us to perform additional clinical trials before approving our marketing applications.

Our CROs are not our employees, and we cannot control whether or not they devote sufficient time and resources to our ongoing clinical and nonclinical programs. These CROs may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical studies, or other drug development activities which could harm our competitive position. We face the risk of potential unauthorized disclosure or misappropriation of our intellectual property by CROs, which may reduce our trade secret protection and allow our potential competitors to access and exploit our proprietary technology.

If our CROs do not successfully carry out their contractual duties or obligations, fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for any other reasons, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize ~~ONC201~~dordaviprone or any other product candidates. Disagreements with our CROs over contractual issues, including performance, compliance or compensation could lead to termination of CRO agreements and/or delays in our clinical program and risks to the accuracy and usability of clinical data. As a result, our financial results and the commercial prospects for our product candidates that we develop would be harmed, our costs could increase, and our ability to generate revenues could be delayed.

Risks Related to Commercialization of Our Product Candidates

The commercial success of ~~ONC201~~dordaviprone, and any other product candidates, will depend upon the acceptance of these products by the medical community, including physicians, patients, pharmacists, health care payers or government agencies.

Following receipt of marketing approval, a product or product candidate may not gain sufficient market acceptance by physicians, patients, healthcare payers and others in the medical community. If these products do not achieve an adequate level of market acceptance, we may not generate significant product revenues and we may not become profitable. The degree of market acceptance of any of our product candidates will depend on a number of factors, including:

•demonstration of clinical safety and efficacy in our clinical trials;

•relative convenience, ease of administration and acceptance by physicians, patients, pharmacists and health care payers;

•prevalence and severity of any AEs;

•limitations or warnings contained in the FDA-approved labeling from Regulatory Authorities such as the FDA and EMA for the relevant product candidate;

•availability, efficacy and safety of alternative treatments;

•price and cost-effectiveness;

•effectiveness of our or any future collaborators’ or competitor’s sales and marketing strategies;

•ability to obtain hospital formulary approval;

•ability to ensure availability for product through appropriate channels;

•ability to maintain adequate inventory; and

•ability to obtain and maintain sufficient third-party coverage and adequate reimbursement, which may vary from country to country.

Even if we obtain regulatory approval, the granting authority may still impose significant restrictions on the indicated uses, distribution or marketing of our other product candidates, including ~~ONC201~~dordaviprone, or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance. For example, the labeling ultimately approved for our product candidates, will likely include restrictions on use due to the specific patient population and manner of use in which the drug was evaluated and the safety and efficacy data obtained in those evaluations. In addition, the distribution of ~~ONC201~~dordaviprone may be tightly controlled through a REMS with ETASU, which are required medical interventions or other actions healthcare professionals need to execute prior to prescribing or dispensing the drug to the patient. Some actions may also be required in order for the patient to continue on treatment.

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to sustainably generate revenue.

We currently do not have an organization for the sales and distribution of pharmaceutical products. The cost of establishing and maintaining such an organization may exceed the cost-effectiveness of doing so. In order to market any products that may be approved we must establish our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. We may enter into strategic partnerships with third parties to commercialize our product candidates.

Our strategy for ~~ONC201~~dordaviprone, is to build a platform and establish a specialty contract sales force, ~~and/~~partner sales force or ~~collaborate~~an ~~with~~internally ~~third~~developed ~~parties~~commercial organization to promote the product to healthcare professionals and third-party payers in the United States. ~~and~~Outside ~~elsewhere.~~of Wethe United States, we may seek to commercialize dordaviprone ourselves or through distribution or other collaboration arrangements. If we elect to ~~launch~~develop ~~with~~dordaviprone afor ~~contract~~other ~~sales~~indications, ~~organization~~we ~~and~~will ~~utilize~~plan ~~accompanying~~to ~~commercial~~do ~~support~~so ~~services~~selectively ~~provided~~either on our own or by aestablishing ~~contract~~alliances ~~sales~~with ~~organization~~one or more pharmaceutical company collaborators, depending on, among other things, the applicable indications, the related development costs, reimbursement complexities and our available resources. Our future collaboration partners, if any, may not dedicate sufficient resources to the commercialization of our product candidates or may otherwise fail in their commercialization due to factors beyond our control. If we are unable to establish effective collaborations to enable the distribution and sale of our product candidates to healthcare professionals and in geographical regions, including the United States, that are not covered by our own marketing and sales force, or if our potential future collaboration partners do not successfully commercialize our product candidates, our ability to generate revenues from product sales, including sales of ~~ONC201~~dordaviprone, will be adversely affected.

Establishing an internal or contract sales force involves many challenges, including:

•recruiting and retaining talented people;

•training employees that we recruit;

•establishing compliance standards;

•setting the appropriate system of incentives;

•managing additional headcount;

•ensuring that appropriate support functions are in place to support sales force organizational needs; and

•integrating a new business unit into an existing corporate architecture.

If we are unable to establish our own sales force or negotiate a strategic partnership for the commercialization of our product candidates in any markets, we may be forced to delay the potential commercialization of our product candidates in those markets, reduce the scope of our sales or marketing activities for our product candidates in those markets or undertake the commercialization activities for in those markets at our own expense. If we elect to increase our expenditures to fund commercialization activities ourselves, we will need to obtain additional capital, which may not be available to us on acceptable terms, or at all. If we do not have sufficient funds, we will not be able to bring our product candidates to market or generate product revenue. Limited or lack of funding will impede our ability to achieve successful commercialization.

If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able to generate sufficient product revenue and may not become profitable. We will be competing with many companies that currently have extensive and well-funded marketing and sales operations. Without an internal team or the support of a third-party to perform marketing and sales functions, we may be unable to compete successfully against these more established companies.

In addition, there are risks involved with both establishing our own sales and marketing capabilities and entering into arrangements with third parties to perform these services. For example, recruiting and training a sales force is expensive and time-consuming and could delay any product launch. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly, and our investment would be lost if we cannot retain or reposition our sales, marketing and market access personnel.

If we obtain approval to commercialize any products outside of the United States, a variety of risks associated with international operations could materially adversely affect our business.

If our product candidates are approved for commercialization, we may enter into agreements with third parties to market those product candidates outside the United States. We expect that we will be subject to additional risks related to entering into international business relationships, including:

•different regulatory requirements for drug approvals in the EU and other foreign countries;

•reduced protection for intellectual property rights;

•unexpected changes in tariffs, trade barriers and regulatory and labor requirements;

•economic weakness, including inflation, or political instability in particular foreign economies and markets;

•compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

•foreign taxes, including withholding of payroll taxes;

•foreign currency fluctuations, which could result in increased operating expenses and reduced revenues, and other obligations incident to doing business in another country;

•differing payer reimbursement regimes, governmental payers or patient self-pay systems and price controls;

•workforce uncertainty in countries where labor unrest is more common than in the United States;

•production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad;

•regulatory risks associated with cross-border transportation of animal-sourced material;

•business interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters and other events outside our control including epidemics, pandemics, earthquakes, typhoons, floods and fires; and

•regulatory and compliance risks that relate to maintaining accurate information and control over activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, its books and records provisions or its anti‑bribery provisions, or similar anti‑bribery or anti‑corruption laws and regulations.

We have limited experience in these areas. In addition, there are complex regulatory, tax, labor and other legal requirements imposed by both the EU and many of the individual countries in Europe with which we will need to comply. Many U.S.-based biopharmaceutical companies have found the process of marketing their own products outside the United States to be very challenging.

We face competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.

The biotechnology and pharmaceutical industries are intensely competitive. We have competitors both in the United States and internationally, including major multinational pharmaceutical companies, biotechnology companies and universities and other research institutions.

Many of our competitors have substantially greater financial, technical, commercial and other resources, such as larger research and development staff, stronger intellectual property portfolios and experienced marketing and manufacturing organizations and established sales forces. Additional mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors.

Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Our competitors may succeed in developing, acquiring or licensing, on an ~~exclusive basis, drug products that are more effective or less costly than any of our drug candidates that we are currently developing or that we may develop including ONC201.~~

exclusive basis, drug products that are more effective or less costly than any of our drug candidates that we are currently developing or that we may develop including dordaviprone.

We will face competition from other drugs currently approved or that will be approved in the future for the same indications. Therefore, our ability to compete successfully will depend largely on our ability to:

•discover and develop medicines that are superior to other products in the market;

•demonstrate through our clinical trials that our product candidates, including ~~ONC201~~dordaviprone, are differentiated from existing and future therapies;

•attract qualified scientific, product development and commercial personnel;

•obtain and successfully defend and enforce patent and/or other proprietary protection for our medicines and technologies;

•obtain required regulatory approvals;

•successfully collaborate with pharmaceutical companies in the discovery, development and commercialization of new medicines;

•deliver a competitive value proposition compared to established competition and/or competitors who will enter the market before or after any of our product candidates, including ~~ONC201~~dordaviprone; and

•negotiate competitive pricing and reimbursement with third-party payers.

The availability of our competitors’ products could affect the price we are able to charge, for any product candidate we develop. The inability to compete with existing or subsequently introduced drug products would have a material adverse impact on our business, financial condition and prospects.

Established pharmaceutical companies may invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make our product candidates less competitive. In addition, any new product that competes with an approved product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition and to be commercially successful. Accordingly, our competitors may succeed in obtaining patent protection, receiving FDA approval or discovering, developing and commercializing medicines before we do, which would have a material adverse impact on our business.

We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.

The success of our business depends primarily upon our ability to identify, develop and commercialize product candidates. Because we have limited financial and managerial resources, we focus on research programs and product candidates for specific indications. As a result, we may forego or delay pursuit of opportunities with other product candidates or other indications that later prove to have greater commercial potential.

Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for a number of reasons, including:

•our research methodology or that of our collaboration partners may be unsuccessful in identifying potential product candidates;

•our potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the products unmarketable or unlikely to receive marketing approval; and

•our collaboration partners may change their development profiles for potential product candidates or abandon a therapeutic area.

If any of these events occur, we may be forced to abandon our development efforts for a program or programs, which would have a material adverse effect on our business and could potentially cause us to cease operations. Research programs to identify new product candidates require substantial technical, financial and human resources. We may focus our research efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful.

If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that product candidate through collaboration, licensing or other royalty arrangements in cases in which it would have been advantageous for us to retain sole development and commercialization rights.

Risks Related to Our Intellectual Property

If we are unable to obtain or protect intellectual property rights related to our products and product candidates, we may not be able to compete effectively in our market.

We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to our products and product candidates. The strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. The patent applications that we own or in-license may fail to result in issued patents with claims that cover the products in the United States or in other countries. If this were to occur, early generic competition could be expected against any product candidates we may develop. There is no assurance that all of the potentially relevant prior art relating to our patents and patent applications has been found, which can invalidate a patent or prevent a patent from issuing based on a pending patent application. Even if patents do successfully issue, third parties may challenge their validity, enforceability, scope or ownership, which may result in such patents, or our rights to such patents, being narrowed or invalidated.

Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property or prevent others from designing around our claims. If the patent applications we hold or license with respect to any of our product candidates fails to issue or if their breadth or strength of protection is threatened, it could dissuade companies from collaborating with us to develop, and threaten our ability to commercialize, our products. We cannot offer any assurances about which, if any, patents will issue or whether any issued patents will be found not invalid and not unenforceable, will go unthreatened by third parties or will adequately protect our products and product candidates. Further, if we encounter delays in regulatory approvals, the period of time during which we could market an approved product under patent protection could be reduced. Since patent applications in the United States and most other countries are confidential for a period of time after filing, and some remain so until issued, we cannot be certain that we or our licensors were the first to file any patent application related to any of our product candidates. Furthermore, if third parties have filed such patent applications, an interference proceeding in the United States can be provoked by a third-party or instituted by us to determine who was the first to invent any of the subject matter covered by the patent claims of our applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license it from the prevailing party, which may not be possible. In addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable, processes for which patents are difficult to enforce and other elements of our drug discovery and development processes that involve proprietary know-how, information or technology that is not covered by patents. Although we expect all of our employees to assign their inventions to us, and all of our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information or technology to enter into confidentiality agreements, we cannot provide any assurances that all such agreements have been duly executed, that such agreements provide adequate protection and will not be breached, that our trade secrets and other confidential proprietary information will not otherwise be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. If we are unable to prevent material disclosure of the non-patented intellectual property related to our technologies to third parties, and there is no guarantee that we will have any such enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, results of operations and financial condition.

Further, the laws of some foreign countries do not protect patents and other proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property abroad. We may also fail to pursue or obtain patents and other intellectual property protection relating to our products and product candidates in all foreign countries.

Finally, certain of our activities and our licensors’ activities have been funded, and may in the future be funded, by the U.S. federal government. When new technologies are developed with U.S. federal government funding, the government obtains certain rights in any resulting patents, including a nonexclusive license authorizing the government to use the invention for non-commercial purposes. These rights may permit the government to disclose our confidential information to third parties and to exercise “march-in” rights to use or allow third parties to use our patented technology. The government can exercise its march-in rights if it determines that action is necessary because we fail to achieve practical application of the U.S. government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or to give preference to U.S. industry. In addition, U.S. government-funded inventions must be reported to the government, U.S. government funding must be disclosed in any resulting patent applications, and our rights in such inventions may be subject to certain requirements to manufacture products in the United States.

3941

certain rights in any resulting patents, including a nonexclusive license authorizing the government to use the invention for non-commercial purposes. These rights may permit the government to disclose our confidential information to third parties and to exercise “march-in” rights to use or allow third parties to use our patented technology. The government can exercise its march-in rights if it determines that action is necessary because we fail to achieve practical application of the U.S. government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or to give preference to U.S. industry. In addition, U.S. government-funded inventions must be reported to the government, U.S. government funding must be disclosed in any resulting patent applications, and our rights in such inventions may be subject to certain requirements to manufacture products in the United States.

Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts or otherwise affect our business.

Our commercial success depends in part on our avoiding infringement and other violations of the patents and proprietary rights of third parties. There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions and inter party reexamination proceedings before the United States Patent and Trademark Office (U.S. PTO) and its foreign counterparts. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we and our collaborators are developing product candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, and as we gain greater visibility and market exposure as a public company, the risk increases that our product candidates or other business activities may be subject to claims of infringement of the patent and other proprietary rights of third parties. Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of ~~ONC201~~dordaviprone, or any other product candidates. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that our product candidates may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of any of our product candidates, any molecules formed during the manufacturing process or any final product itself, the holders of any such patents may be able to block our ability to commercialize such product candidate unless we obtained a license under the applicable patents, or until such patents expire.

Similarly, if any third-party patent were held by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture or methods of use, including combination therapy, the holders of any such patent may be able to block our ability to develop and commercialize the applicable product candidate unless we obtained a license or until such patent expires. In either case, such a license may not be available on commercially reasonable terms or at all. In addition, we may be subject to claims that we are infringing other intellectual property rights, such as trademarks or copyrights, or misappropriating the trade secrets of others, and to the extent that our employees, consultants or contractors use intellectual property or proprietary information owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful infringement or other intellectual property claim against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or redesign our affected products, which may be impossible or require substantial time and monetary expenditure. We cannot predict whether any such license would be available at all or whether it would be available on commercially reasonable terms. Furthermore, even in the absence of litigation, we may need to obtain licenses from third parties to advance our research or allow commercialization of our product candidates, and we have done so from time to time. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize one or more of our product candidates, which could harm our business significantly. We cannot provide any assurances that third-party patents do not exist which might be enforced against our products or product candidates, resulting in either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation to third parties.

We may be involved in lawsuits to protect or enforce our patents, the patents of our licensors and licensees or our other intellectual property rights, which could be expensive, time consuming and unsuccessful.

Competitors or suppliers of grey-market goods, may infringe or otherwise violate our patents, the patents of our licensors or our other intellectual property rights. To counter infringement or unauthorized use, we have filed or may be required to file legal claims, which can be expensive and time-consuming. For example, we have initiated patent infringement proceedings in Germany against a supplier in contravention of certain patents we own or license covering dordaviprone and ONC206.

40In an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing. The initiation of a claim against a third-party may also cause the third-party to bring counterclaims against us. For example, the German supplier against whom we have asserted patent infringement has counterclaimed seeking to invalidate the specific patent we have asserted.

can be expensive and time-consuming. We have recently initiated patent infringement proceedings in a jurisdiction outside the United States against a supplier in contravention of certain patents we own or license covering ONC201 and ONC206. 42

In an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing. The initiation of a claim against a third-party may also cause the third-party to bring counterclaims against us.

We may not be able to prevent, alone or with our licensors, misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States. Our business could be harmed if in a litigation the prevailing party does not offer us a license on commercially reasonable terms. Any litigation or other proceedings to enforce our intellectual property rights may fail, and even if successful, may result in substantial costs and distract our management and other employees.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees on any issued patent are due to be paid to the U.S. PTO and foreign patent agencies in several stages over the lifetime of the patent. The U.S. PTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process.

While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we or our licensors that control the prosecution and maintenance of our licensed patents fail to maintain the patents and patent applications covering our product candidates, we may lose our rights and our competitors might be able to enter the market, which would have a material adverse effect on our business.

Risks Related to Our Business Operations and Industry

Increasing demand for compassionate use or third-party supply of our unapproved therapies could impair or delay the completion of our controlled clinical trials or otherwise result in losses.

Recent media attention to individual patients' expanded access requests has resulted in the introduction of legislation at the local and national level referred to as “Right to Try” laws, such as the Right to Try Act, which are intended to give patients access to unapproved therapies. New and emerging legislation regarding expanded access to unapproved drugs for life-threatening illnesses could negatively impact our business in the future. In addition, we had previously been the target of an active and disruptive social media campaign related to a request for access to TEMBEXA. If we experience similar social media campaigns in the future, we may experience significant disruption to our business which could result in losses.

A possible consequence of both activism and legislation in this area is the need for us to initiate an unanticipated expanded access program or to make our product candidates more widely available sooner than anticipated. We are a small company with limited resources and unanticipated trials or access programs could result in diversion of resources from our primary goals or may delay or prevent the regulatory approval of our products.

In addition, patients who receive access to unapproved drugs through compassionate use or expanded access programs have life-threatening illnesses and have exhausted all other available therapies. The risk for serious adverse events in this patient population is high which could have a negative impact on the safety profile of our product candidates, which could cause significant delays or an inability to successfully commercialize them, which could materially harm our business.

41Patient demand for dordaviprone or ONC206 outside of our clinical trial could impair the conduct or delay the completion of our controlled clinical trials. Currently, there are a limited number of therapeutic options available to glioma patients suffering from this severe and life-threatening disease. In the face of a glioma diagnosis, patients will often turn to alternate means of access to drug outside the scope of our current clinical trials. We are, and from time to time may be, aware of such counterfeit providers that purport to supply dordaviprone, ONC206 or similar versions thereof. We have taken and intend to continue taking meaningful action to eliminate such counterfeit supplies when and if appropriate. For example, we have initiated patent and trademark infringement litigation and unfair trade practice claims in Germany against identified sources of counterfeit supplies for dordaviprone and ONC206, seeking among other things to enjoin the availability of such counterfeit supplies.

Patient demand for ONC201 or ONC206 outside of our clinical trial could impair the conduct or delay the completion of our controlled clinical trials. Currently, there are a limited number of therapeutic options available to glioma patients suffering from this severe and life-threatening disease. In the face of a glioma diagnosis, patients will often turn to alternate means of access to drug outside the scope of our current clinical trials. We are, and from time to time may be, aware of such counterfeit providers that purport to supply ONC201, ONC206 or similar versions thereof. We have taken and intend to continue taking meaningful action to eliminate such counterfeit supplies when and if appropriate. For example, we have initiated patent and trademark infringement litigation and unfair trade practice claims in a jurisdiction outside of the United States against identified sources of counterfeit supplies for ONC201 and ONC206, seeking among other things to enjoin the availability of such counterfeit supplies. These claims, and any similar actions we take, may not be successful or may take longer than anticipated to reduce or eliminate counterfeit supplies. If a significant number of patients continue to choose counterfeit supplies from third parties rather than enroll in our studies, our clinical program could be negatively impacted. In the event that patients choose to access counterfeit supplies while enrolled in our clinical studies, we may not be able to successfully meet the study endpoints and our clinical program could be negatively impacted. 43

WeThese ~~have~~claims, ~~amended~~and ~~the~~any ~~protocol~~similar ofactions ~~our~~we ~~open~~take, ~~expanded~~may ~~access program to focus on patients that are~~ not ~~eligible~~be ~~for~~successful ~~the~~or ~~Phase~~may 3take ~~ACTION~~longer ~~Study.~~than ~~Therefore,~~anticipated ~~the Phase 3 ACTION Study will serve as the main mechanism for patients with newly diagnosed H3 K27M-mutant diffuse glioma following completion of radiotherapy~~ to ~~receive~~reduce ~~ONC201,~~or ~~apart~~eliminate ~~from such~~ counterfeit ~~providers discussed above~~supplies. ~~This~~If ~~decision~~a ~~could~~significant ~~prompt~~number ~~adverse~~of ~~publicity, could drive potential Phase 3 ACTION Study~~ patients tocontinue ~~seek drugs that purport~~ to bechoose ~~ONC201~~counterfeit orsupplies ~~ONC206~~ from ~~counterfeit~~third ~~providers,~~parties orrather ~~cause~~than ~~other~~enroll ~~disruptions~~in ~~related~~our tostudies, ~~potential~~our ~~participants~~clinical inprogram ~~such~~could ~~expanded~~be ~~access~~negatively ~~programs~~impacted.

We have amended the protocol of our open expanded access program to focus on patients that are not eligible for the Phase 3 ACTION Study. Therefore, the Phase 3 ACTION Study will serve as the main mechanism for patients with newly diagnosed H3 K27M-mutant diffuse glioma following completion of radiotherapy to receive dordaviprone, apart from such counterfeit providers discussed above. This decision could prompt adverse publicity, could drive potential Phase 3 ACTION Study patients to seek drugs that purport to be dordaviprone or ONC206 from counterfeit providers, or cause other disruptions related to potential participants in such expanded access programs.

Competition for Phase 3 ACTION Study eligible patients from Investigator Initiated Clinical Trials (IITs) could result in losses.

We currently provide investigational product for the Biological Medicine for Diffuse Intrinsic Pontine Glioma (DIPG) Eradication (BIOMEDE 2.0) IIT, sponsored by Gustave Roussy, in Paris, France. The BIOMEDE 2.0 Study is a multicenter, randomized open-label phase-3 controlled trial evaluating the efficacy and safety of ~~ONC201~~dordaviprone and radiation in comparison with everolimus and radiation (primary objective based on internal comparison) and subsequently to historical controls. Currently, the BIOMEDE 2.0 Study is open in France to pre-radiotherapy newly diagnosed H3 K27M and H3 K27me3-loss glioma patients. Some of these patients may be eligible for the Phase 3 ACTION Study following radiotherapy. While we believe that the impact is likely to be small in light of the small geographic footprint and limited eligibility overlap, competing enrollment could have a negative effect on our ability to enroll the Phase 3 ACTION Study. Patients may prefer to enroll in the BIOMEDE 2.0 IIT instead of the Phase 3 ACTION Study because that study does not contain a placebo control arm, cross-over is allowed at progression, and treatment can be initiated with radiation. Patient preference for the BIOMEDE 2.0 IIT could impair the conduct or delay the initiation or completion of the Phase 3 ACTION Study. If completion of the Phase 3 ACTION Study is delayed, our development costs may increase, our approval process could be delayed, any periods during which we may have the exclusive right to commercialize ~~ONC201~~dordaviprone may be reduced and our competitors may have more time to bring products to market before we do. Any of these events could impair our ability to generate revenues from product sales and impair our ability to generate regulatory and commercialization milestones and royalties, all of which could have a material adverse effect on our business. We previously worked with another IIT sponsor to amend the protocol to remove potentially Phase 3 ACTION Study eligible patients. This decision could prompt adverse publicity or other disruptions related to potential participants in the IITs. While the Company has negotiated a right to obtain access to the data from the BIOMEDE 2.0 Study at a specified price should the Company desire to do so in support of a commercial authorization, there is no assurance that the Company will be able to enter into a definitive agreement.

If we fail to comply with the extensive legal and regulatory requirements affecting the health care industry, we could face increased costs, delays in the development of our product candidates, penalties and a loss of business.

Our activities, and the activities of our collaborators, partners and third-party providers, are subject to extensive government regulation and oversight both in the United States and in foreign jurisdictions. The FDA and comparable agencies in other jurisdictions directly regulate many of our most critical business activities, including the conduct of preclinical and clinical studies, product manufacturing, advertising and promotion, product distribution, adverse event reporting and product risk management. States increasingly have been placing greater restrictions on the marketing practices of healthcare companies. In addition, pharmaceutical and biotechnology companies have been the target of lawsuits and investigations alleging violations of government regulations, including claims asserting submission of incorrect pricing information, impermissible off-label promotion of pharmaceutical products, payments intended to influence the referral of federal or state healthcare business, submission of false claims for government reimbursement, antitrust violations, violations of the Foreign Corrupt Practices Act, or violations related to environmental matters. Violations of governmental regulation may be punishable by criminal, civil and administrative sanctions, including fines and civil monetary penalties and exclusion from participation in government programs, including Medicare and Medicaid. In addition to penalties for violation of laws and regulations, we could be required to delay or terminate the development of our product candidates, or we could be required to repay amounts we received from government payers, or pay additional rebates and interest if we are found to have miscalculated the pricing information we have submitted to the government. Whether or not we have complied with the law, an investigation into alleged unlawful conduct could increase our expenses, damage our reputation, divert management time and attention and adversely affect our business.

42Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.

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We2024, ~~are~~37.6% ~~highly~~of ~~dependent~~all ~~on the principal members~~ of ~~our~~outstanding ~~executive~~options ~~team.~~had ~~Effective~~an ~~August~~exercise 1,price ~~2023,~~above ~~Michael~~the ~~Sherman~~closing ~~retired~~price ~~from~~of ~~his~~the ~~role~~stock ason ~~President~~that ~~and~~date, ~~Chief~~which ~~Executive~~could ~~Officer~~adversely ofaffect ~~the~~employee ~~Company,~~motivation and ~~Michael~~create ~~Andriole,~~a ~~Chief~~threat ~~Business~~to ~~Officer~~retention. ~~and~~If ~~Chief~~our ~~Financial~~share-based ~~Officer,~~compensation ~~was~~ceases ~~promoted~~ to ~~President~~be ~~and~~viewed ~~Chief~~as ~~Executive~~a ~~Officer.~~valuable ~~During the fourth quarter of 2024~~benefit, ~~Michelle~~our ~~LaSpaluto~~ability ~~was promoted~~ to ~~the~~attract, ~~position~~retain, ~~of Chief Financial Officer~~ and ~~Thomas~~motivate J.employees ~~Riga~~could ~~was~~be ~~hired~~weakened, aswhich ~~Chief~~could ~~Operating~~harm ~~Officer~~our ~~and~~results ~~Chief Commercial Officer~~ of ~~the Company~~operations.

~~Our~~At ~~future~~this ~~performance~~time, ~~will~~subject ~~depend,~~to inlimited ~~part~~exceptions, onwe ~~the~~are ~~successful~~required ~~integration~~to ofseek ~~these~~stockholder ~~management~~approval ~~changes.~~of Iffuture weincreases doto ~~not~~the ~~successfully~~number ~~manage~~of ~~these~~shares ~~changes,~~underlying itour ~~could~~2024 beEquity ~~viewed~~Incentive ~~negatively~~Plan by(or ~~our~~a ~~employees,~~successor ~~investors,~~plan) and ~~other~~2013 ~~third-party~~Employee ~~partners,~~Stock ~~and~~Purchase ~~could~~Plan ~~have~~(ESPP). In anthe ~~adverse~~event ~~impact~~we onare unable to obtain stockholder approval of such future increases, our ~~business~~ability to attract, retain and ~~results~~motivate employees through the use of ~~operations~~share-based compensation would be substantially curtailed.

While we have entered into employment agreements or offer letters with each of our executive officers, any of them could leave our employment at any time, as all of our employees are “at will” employees. To help attract, retain, and motivate qualified employees, we use share-based incentive awards such as employee stock options and restricted stock units. As of December 31, 2023, approximately 99.5% of all outstanding options had an exercise price above the closing price of the stock on that date. As a result, the current situation provides a considerable challenge to maintaining employee motivation, as well as creating a serious threat to retention until a recovery commences. If our share-based compensation ceases to be viewed as a valuable benefit, our ability to attract, retain, and motivate employees could be weakened, which could harm our results of operations.

The share reserves under our 2013 Equity Incentive Plan (the 2013 Plan) and 2013 Employee Stock Purchase Plan (ESPP) were previously subject to automatic annual increases on January 1st of each year. At this time, subject to limited exceptions, we are required to seek stockholder approval of future increases to the number of shares underlying our 2013 Plan (or a successor plan) and ESPP. In the event we are unable to obtain stockholder approval of such future increases, our ability to attract, retain and motivate employees through the use of share-based compensation would be substantially curtailed.

We do not maintain “key person” insurance for any of our executives or other employees. Recruiting and retaining other qualified employees for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of appropriately skilled executives in our industry, which is likely to continue. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. As a result, competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. In addition, failure of any of our clinical studies may make it more challenging to recruit and retain qualified personnel. The inability to recruit or loss of the services of any executive or key employee may adversely affect the progress of our research, development and commercialization objectives.

In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us, which could also adversely affect the progress of our research, development and commercialization objectives.

Potential product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.

The use of our product candidates, including ~~ONC201~~dordaviprone, in clinical studies and the sale of any products for which we obtain marketing approval exposes us to the risk of product liability claims. Product liability claims might be brought against us by consumers, health care providers, pharmaceutical companies or others selling or otherwise coming into contact with our products. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated adverse effects. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:

•impairment of our business reputation and significant negative media attention;

•withdrawal of participants from our clinical studies;

•significant costs to defend the related litigation;

•distraction of management’s attention from our primary business;

•substantial monetary awards to patients or other claimants;

•inability to commercialize our product candidates, including ~~ONC201~~dordaviprone; and

•decreased demand for our product candidates, if approved for commercial sale.

We currently carry $15 million per occurrence, and $15 million in the aggregate in product liability insurance covering our United States clinical trials, with additional local coverage as required for the other countries in which we conduct our trials, but not yet extending coverage to commercial sales. Our current product liability insurance coverage may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If and when we obtain marketing approval for our product candidates, we intend to expand our insurance coverage to include the sale of commercial products; however, we may be unable to obtain product liability insurance on commercially reasonable terms or in adequate amounts. A successful product liability claim or series of claims brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could adversely affect our results of operations and business.

Risks Related to Our Common Stock

The market price of our common stock is likely to be volatile, and you may not be able to resell your shares at or above your purchase price.

The trading price of our common stock has been volatile, and is likely to continue to be volatile for the foreseeable future. Our stock price is subject to wide fluctuations in response to a variety of factors, including the following:

•results of clinical trials of our product candidates or those of our competitors;

•any delay in filing an application for any of our product candidates and any adverse development or perceived adverse development with respect to regulatory review of that application;

•failure to successfully develop and commercialize our product candidates, including ~~ONC201~~dordaviprone;

•dordaviprone’s potential to rapidly become a standard of care and a meaningful therapy for patients with limited treatment options;

•termination of any of our license or collaboration agreements;

•developments regarding the sale of our TEMBEXA program and specified related assets to Emergent;

•any agency or judicial enforcement actions against us;

•inability to obtain additional funding;

•regulatory or legal developments in the United States and other countries applicable to our product candidates;

•adverse regulatory decisions;

•changes in the structure of healthcare payment systems;

•inability to obtain adequate product supply for our product candidates, or the inability to do so at acceptable prices;

•introduction of new products, services or technologies by our competitors;

•failure to meet or exceed financial projections we provide to the public;

•failure to meet or exceed the estimates and projections of the investment community;

•changes in the market valuations of similar companies;

•market conditions in the pharmaceutical and biotechnology sectors, and the issuance of new or changed securities analysts’ reports or recommendations;

•announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors, including the acquisition by Jazz;

•uncertainties as to the timing and the completion of the acquisition by Jazz;

•significant lawsuits (including patent or stockholder litigation), and disputes or other developments relating to proprietary rights (including patents, litigation matters and our ability to obtain patent protection for our technologies);

•additions or departures of key scientific or management personnel;

•sales of our common stock by us or our stockholders in the future;

•trading volume of our common stock;

•general economic, industry and market conditions; and

•the other factors described in this “Risk Factors” section.

In addition, the stock market in general, and The Nasdaq Global Market in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance.

~~Our~~In ~~principal~~the ~~stockholders~~past we have not met, and ~~management~~may ~~own~~in athe ~~significant~~future ~~percentage~~not comply with all applicable requirements of Nasdaq, and if Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and ~~will~~the bemarket ~~able~~price toof ~~exert~~our ~~significant~~common stock could decrease.

44On June 27, 2024, we received a letter from the Listing Qualifications Department (the staff), notifying us that, for the previous 30 consecutive business day period prior to the date of the letter, the closing bid price for our common stock was below $1.00. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until December 24, 2024, to regain compliance with Nasdaq’s bid price requirement. On December 24, 2024, we received a letter from the staff notifying us that the staff had determined that for 10 consecutive business days, from December 10, 2024 to December 23, 2024, the minimum closing bid price for our common stock was at least $1.00 per share. Accordingly, the staff has determined that we have regained compliance with Listing Rule 5450(a)(1) and it has indicated that the matter is now closed.

~~control~~There ~~over~~can ~~matters~~be ~~subject~~no assurance, however, that we will be able to ~~stockholder~~maintain ~~approval~~compliance with Listing Rule 5450(a)(1) in the future. A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of

Based upon shares of common stock outstanding as of December 31, 2023, our then executive officers, directors, 5% stockholders (known to us through available information) and their affiliates beneficially owned approximately 28.9% of our voting stock. Therefore, these stockholders have the ability to substantially influence us through this ownership position. For example, these stockholders, if they choose to act together, may be able to influence the election of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire. 46

our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news and analyst coverage of us; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from Nasdaq may negatively impact our reputation and, consequently, our business.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Based upon shares of common stock outstanding as of December 31, 2024, our executive officers, directors, 5% stockholders (known to us through available information) and their affiliates beneficially owned approximately 24.7% of our voting stock. Therefore, these stockholders have the ability to substantially influence us through this ownership position. For example, these stockholders, if they choose to act together, may be able to influence the election of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

Failure to establish and maintain adequate finance infrastructure and accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

As a public company, we operate in an increasingly demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act of 2002, and the related rules and regulations of the Securities and Exchange Commission, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by the Sarbanes-Oxley Act include establishing and maintaining corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.

Our compliance with Section 404 of the Sarbanes-Oxley Act has required and will continue to require that we incur substantial accounting expense and expend significant management efforts. In this or future years, our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls that we would be required to remediate in a timely manner so as to be able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act each year. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner each year, we could be subject to sanctions or investigations by the Securities and Exchange Commission, The Nasdaq Global Market or other regulatory authorities which would require additional financial and management resources and could adversely affect the market price of our common stock. Furthermore, if we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed and investors could lose confidence in our reported financial information.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, ~~investors~~including ~~may~~pursuant beto ~~materially~~any ~~diluted~~at-the-market byagreements, ~~subsequent~~such ~~sales.~~as ~~Such~~the at-the-market offering program that we entered into with Jefferies LLC in February 2024, such sales may ~~also~~ result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

We are continuing to review additional potential transactions to add to our pipeline of product candidates, and these transactions could involve the issuance of additional shares of common stock or other equity securities. For example, on January 7, 2021, we acquired Oncoceutics, a privately-held, clinical-stage biotechnology company developing imipridones, including ~~ONC201~~dordaviprone. As part of the consideration for the acquisition, we paid an upfront cash payment of approximately $25.0 million and issued an aggregate of 8,723,769 shares of our common stock.

Pursuant to the ~~2013~~2024 Plan, our management is authorized to grant stock ~~options~~awards to our employees, directors and consultants. In addition, our board of directors may grant or provide for the grant of rights to purchase shares of our common stock pursuant to the terms of our ~~2013~~ESPP, ~~Employee~~or ~~Stock~~through ~~Purchase~~inducement ~~Plan~~awards ~~(ESPP)~~in accordance with Nasdaq listing rules. To the extent we seek, and our stockholders approve, future increases to the number of shares underlying our ~~2013~~2024 Plan ~~(or~~and aESPP, ~~successor~~or ~~plan)~~we ~~and~~grant ~~ESPP~~inducement awards, our stockholders may experience additional dilution, which could cause our stock price to fall.

We have broad discretion in the use of the net proceeds from our financing transactions and may not use them effectively.

Our management has broad discretion in the application of the net proceeds from our financing transactions. Because of the number and variability of factors that will determine our use of the net proceeds from our financing transactions, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we have invested the net proceeds from our financing transactions in investment-grade, interest-bearing securities with maturities less than 24 months. These investments may not yield a favorable return to our stockholders.

financing transactions in investment-grade, interest-bearing securities with maturities less than 24 months. These investments may not yield a favorable return to our stockholders.

Volatility in our stock price could subject us to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because pharmaceutical companies have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted differently, changed, or modified. Any such enactment, interpretation, change or modification could adversely affect us, possibly with retroactive effect. For example, the IRA imposes, among other rules, a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on certain corporate stock repurchases. In addition, for certain research and experimental expenses incurred in tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act (the Tax Act) requires the capitalization and amortization of such expenses over five years if incurred in the United States and fifteen years if incurred outside the United States, rather than deducting such expenses currently. There have been legislative proposals to repeal or defer the research and experimental expense capitalization rules, including legislation recently passed by the U.S. House of Representatives that would restore the deductibility of U.S. based research and experimental expenses but not non-U.S. research and experimental expenses, but there can be no assurance that any such legislation will ultimately be enacted. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act as amended by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) or any future tax reform legislation, could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

Our effective tax rate may fluctuate, and we may incur obligations in tax jurisdictions in excess of accrued amounts.

Our effective tax rate is derived from a combination of applicable tax rates in the various places that we operate. In preparing our financial statements, we estimate the amount of tax that will become payable in each of such places. Nevertheless, our effective tax rate may be different than experienced in the past due to numerous factors, including passage of the Tax Act, the results of examinations and audits of our tax filings, our inability to secure or sustain acceptable agreements with tax authorities, changes in accounting for income taxes and changes in tax laws. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations and may result in tax obligations in excess of amounts accrued in our financial statements.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, ~~2023~~2024, we had net operating loss (NOL) carryforwards of $~~423~~466.24 million and $~~416~~451.03 million available to reduce future taxable income, if any, for U.S. federal ~~income tax~~ and state income tax purposes, respectively. Our federal NOLs generated in tax years beginning before January 1, 2018, are only permitted to be carried forward for 20 years under applicable U.S. tax law. If not utilized, our federal and state NOL carryforwards begin to expire in 2035 and 2024, respectively. Portions of these NOL carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under the Tax Act, as amended by the CARES Act, our federal NOLs generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and certain other pre-change federal tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which are outside our control. As a result, our ability to use our federal carryforwards and certain other pre-change federal tax attributes (such as research tax credits) to offset our post-change income or taxes could be limited. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited. As a result, we may be unable to use all or a material portion of our state NOL carryforwards and other state tax attributes, which could accelerate or permanently increase state taxes owed.

4648

or taxes may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which are outside our control. As a result, our ability to use our federal carryforwards and certain other pre-change federal tax attributes (such as research tax credits) to offset our post-change income or taxes could be limited. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited. As a result, we may be unable to use all or a material portion of our state NOL carryforwards and other state tax attributes, which could accelerate or permanently increase state taxes owed.

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain any future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of our common stock would be your sole source of gain on an investment in our common stock for the foreseeable future.

Provisions in our corporate charter documents and under Delaware law could make it more difficult for a third-party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders and may prevent attempts by our stockholders to replace or remove our current management.

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management. These provisions include:

•authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors;

•allowing the authorized number of our directors to be changed only by resolution of our board of directors;

•limiting the removal of directors;

•creating a staggered board of directors;

•requiring that stockholder actions must be effected at a duly called stockholder meeting and prohibiting stockholder actions by written consent;

•eliminating the ability of stockholders to call a special meeting of stockholders; and

•establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at duly called stockholder meetings.

The amendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require the affirmative vote of the holders of at least 66 2/3 percent of the voting power of all of our then outstanding common stock.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our board of directors. This provision could have the effect of delaying or preventing a change of control, whether or not it is desired by or beneficial to our stockholders. Further, other provisions of Delaware law may also discourage, delay or prevent someone from acquiring us or merging with us.

Risks Related to Data Privacy

We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies and other obligations related to data privacy and security. Our actual or perceived failure, or an actual or perceived failure by third parties with whom we work, to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

~~We process personal data and other sensitive information, which subjects us to numerous evolving data privacy and security obligations.~~ In the ordinary course of business, we collect, receive, store, process, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) personal data and other sensitive information, including proprietary and confidential business data, intellectual property, data we collect about trial participants in connection with clinical trials, sensitive third-party data, and other sensitive data. Our data processing activities may subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

47confidential business data, intellectual property, data we collect about trial participants in connection with clinical trials, sensitive third-party data, and other sensitive data. Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). For example, HIPAA, as amended by HITECH, imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information. InNumerous ~~the past few years, numerous~~ U.S. states~~—including~~ ~~California, Virginia, Colorado, Connecticut, and Utah—~~have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act ~~of 2018~~ (CCPA), ~~as amended by the California Privacy Rights Act of 2020 (CPRA) (collectively, CCPA)~~ applies to personal information of consumers, business representatives, and employees, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA provides for fines ~~of up to $7,500 per intentional violation~~ and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in several other states, as well as at the federal and local levels. While these states, like the CCPA, also exempt some data processed in the context of clinical trials, these developments further complicate compliance efforts, and increase legal risk and compliance costs for us and the third parties upon whom we rely.

Outside the United States, an increasing number of laws, regulations, and industry standards ~~may~~ govern data privacy and security. For example, we are subject to the European Union’s General Data Protection Regulation (EU GDPR) and the United Kingdom’s GDPR (UK GDPR) (collectively, GDPR). Under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the GDPR/ 17.5 million pounds sterling under the UK GDPR, or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. The Swiss Federal Act on Data Protection (FADP) also applies to the collection and processing of personal data, including health-related information, by companies located in Switzerland, or in certain circumstances, by companies located outside of Switzerland. In Europe, the Network and Information Security Directive (NIS2) aims to improve the resilience and incident response capabilities of entities operating in a number of sectors, including the health sector. Non-compliance with NIS2 may lead up to an administrative fines of a maximum €10 million or up to 2% of the total worldwide turnover of the preceding financial year.

In the ordinary course of business, we ~~may~~ transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (EEA), Switzerland, and the United Kingdom have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it believes are inadequate. Other jurisdictions have already and may adopt similarly stringent ~~interpretations of their~~ data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA, Switzerland, and United Kingdom to the United States in compliance with law, such as the EEA standard contractual clauses, the United Kingdom’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the United Kingdom extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.

If there is no lawful manner for us to transfer personal data from the EEA, Switzerland, the United Kingdom or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business. Additionally, companies that transfer personal data out of the EEA, Switzerland, and United Kingdom to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations.

~~Obligations~~We ~~related~~are toalso ~~data~~bound ~~privacy~~by ~~and~~contractual ~~security~~obligations ~~(and~~related ~~consumers'~~to data privacy ~~expectations)~~and ~~are quickly changing~~security, ~~becoming increasingly stringent,~~ and ~~creating~~our ~~uncertainty.~~efforts ~~Additionally, these obligations may be subject~~ to ~~differing~~comply ~~applications~~with ~~and~~such ~~interpretations,~~obligations ~~which~~ may not be ~~inconsistent or conflict among jurisdictions~~successful. ~~Preparing~~For ~~for and complying with these obligations requires us to devote significant resources~~example, ~~which~~certain ~~may~~privacy ~~necessitate changes to our services~~laws, ~~information~~such ~~technologies,~~as ~~systems,~~the ~~and~~GDPR ~~practices~~ and tothe ~~those~~CCPA, ofrequire ~~any third parties that process personal data on~~ our ~~behalf.~~

48collaborators to impose specific contractual restrictions on their service providers. We publish privacy policies, and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. Regulators in the United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences

Obligations related to ~~address~~data orprivacy ~~comply~~and ~~with~~security ~~applicable~~(and consumers' data privacy ~~and~~expectations) ~~security~~are ~~obligations~~quickly changing, webecoming ~~could~~increasingly ~~face~~stringent, ~~significant~~and ~~consequences~~creating uncertainty. Additionally, ~~including~~these ~~but~~obligations ~~not~~may ~~limited~~be subject to: ~~government~~differing ~~enforcement~~applications ~~actions~~and ~~(e.g.~~interpretations, ~~investigations,~~which ~~fines,~~may ~~penalties,~~be ~~audits,~~inconsistent ~~inspections,~~or conflict among jurisdictions. Preparing for and ~~similar);~~complying ~~litigation~~with ~~(including~~these ~~class-action~~obligations ~~claims)~~requires ~~and~~us ~~mass~~to ~~arbitration~~devote ~~demands;~~significant ~~additional~~resources, ~~reporting~~which ~~requirements~~has and~~/or~~ ~~oversight;~~may ~~bans~~in onthe ~~processing~~future ~~personal~~necessitate ~~data;~~changes ~~orders~~ to ~~destroy~~our orservices, ~~not~~information ~~use~~technologies, ~~personal~~systems, ~~data;~~and practices and ~~imprisonment~~to those of ~~company~~any ~~officials~~third parties that process personal data on our behalf.

We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely may fail to comply with such obligations, which could negatively impact our business operations. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans on processing personal data; orders to destroy or not use personal data; and imprisonment of company officials.

Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: interruptions or stoppages in our business operations (including our clinical trials); inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

Risks Related to Information Technology

If our information technology systems or data, or those of third parties ~~upon~~with ~~which~~whom we ~~rely~~work, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.

In the ordinary course of our business, we and the third parties upon which we rely, process proprietary, confidential, and sensitive data, including personal data (such as health-related data), intellectual property, trade secrets and any other sensitive data.

Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.

Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, which could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services.

We and the third parties ~~upon~~with ~~which~~whom we ~~rely~~work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, attacks enhanced or facilitated by AIArtificial Intelligence, telecommunications failures, earthquakes, fires, floods, and other similar threats. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.51

Remote work has increased risks to our information technology systems and data, as our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.

Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation clinical trial data processing, cloud-based infrastructure, data center facilities, encryption and authentication technology, employee email, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our third-party service providers experience a security incident or other interruption, which has occurred in the past, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps designed to detect, mitigate, and remediate such vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely). We may not, however, be able to detect and remediate all vulnerabilities, including on a timely basis. Further, we may experience delays in developing and deploying remedial measures and patches designed to address identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or those of the third parties upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our products. For example, we have been the target of unsuccessful phishing attempts in the past, and expect such attempts will continue in the future.

We have in the past and may in the future expend significant resources or modify our business activities (including our clinical trial activities) to try to protect against security incidents. Certain data privacy and security obligations ~~may~~ require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive information.

Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents, including affected individuals, customers, regulators, and investors. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences.

If we (or a third party ~~upon~~with whom we ~~rely~~work) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management's attention; interruptions in our operations (including availability of data); financial loss; and other similar harms.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Increasing use of social media could give rise to liability, breaches of data security, or reputational damage.

We and our employees are increasingly utilizing social media tools as a means of communication both internally and externally. Despite our efforts to monitor evolving social media communication guidelines and comply with applicable rules, there is risk that the use of social media by us or our employees to communicate about our products or business may cause us to be found in violation of applicable laws and regulations. In addition, our employees may knowingly or inadvertently make use of social media in ways that may not comply with our social media policy or other legal or contractual requirements, which may give rise to liability, lead to the loss of trade secrets or other intellectual property, or result in public exposure of personal information of our employees, clinical trial patients, customers, and others. Furthermore, negative posts or comments about us or our products in social media could seriously damage our reputation, brand image, and goodwill.

5052

that the use of social media by us or our employees to communicate about our products or business may cause us to be found in violation of applicable laws and regulations. In addition, our employees may knowingly or inadvertently make use of social media in ways that may not comply with our social media policy or other legal or contractual requirements, which may give rise to liability, lead to the loss of trade secrets or other intellectual property, or result in public exposure of personal information of our employees, clinical trial patients, customers, and others. Furthermore, negative posts or comments about us or our products in social media could seriously damage our reputation, brand image, and goodwill.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk management and strategy

We have implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and data related to ongoing or previous clinical trials. (Information Systems and Data).

Our CEO and CFO, along with our Legal, Quality Assurance (QA), and IT (Information Technology) departments help identify, assess and manage the Company’s cybersecurity threats and risks. The IT department works to identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example, manual and automated tools, subscribing to reports and services that identify cybersecurity threats, evaluating threats reported to us, internal and external audits, and utilizing trusted third parties to conduct vulnerability assessments to identify vulnerabilities.

Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example, our incident response policy, incident detection and response procedures, encryption of certain data, network security controls, and data segregation across certain of our environments, access controls, physical security, systems monitoring, employee cybersecurity training, penetration testing conducted by third-parties, and maintaining cybersecurity insurance.

Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, the IT department works with management to prioritize our risk management processes and to mitigate cybersecurity threats that are more likely to lead to a material impact to our business.

We use third-party service providers to assist us in identifying, assessing, and managing certain material risks from cybersecurity threats, including for example, data protection and privacy compliance professional service providers, external legal counsel, cybersecurity software providers, penetration testing firms, and managed cybersecurity service providers.

We use third-party service providers to perform a variety of functions throughout our business, such as application providers, contract research organizations, contract manufacturing organizations, distributors, and supply chain resources. We have a vendor qualification and management program designed to manage cybersecurity risks associated with our use of these providers. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process ~~may~~involves ~~involve~~ different levels of assessment designed to help identify cybersecurity risks associated with a provider and impose contractual obligations related to cybersecurity on the provider. For example, we may conduct vendor qualification audits that assess a potential third party’s cybersecurity risk potential. We may conduct a vendor risk assessment that evaluates the likelihood and potential impact of a cybersecurity threat involving the third-party service provider, based on factors such as the type and scope of services, the data processed, and the third-party service provider’s security practices. We may request security attestations and certifications to verify that the vendor has met the relevant industry standards and best practices for cybersecurity. We may establish security clauses in our agreements with third-party service providers that address such matters as the roles, responsibilities, and expectations of both parties regarding cybersecurity, such as the security policies and procedures, the incident response and notification expectations, the remediation measures to be adopted, the responsibility for losses associated with incidents.

For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including the “Risks Related to Information Technology.” The Company has not experienced a cybersecurity ~~threat~~incident that has materially affected the company.

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Governance

Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The Board of Directors’ Audit Committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our ~~Senior~~ Director of Information Technology ~~and~~who ~~Senior~~has ~~Manager of Information Technology. Combined they have~~ more than 3520 years of experience in IT and cybersecurity. ~~They~~ ~~hold~~She holds many industry certifications in areas including ~~Risk~~Security Management, and Cybersecurity, ~~Digital Forensics, Networking,~~ and ~~Enterprise~~IT ~~Architecture~~Service Delivery. ~~Their~~Her previous positions include work in Security Operations Centers ~~and~~supporting ~~cybersecurity~~enterprise ~~consulting~~corporations’ ~~for~~security ~~Fortune~~infrastructure ~~500~~and ~~companies~~implementation and ~~critical~~troubleshooting ~~infrastructure~~of ~~providers.~~network and security appliances.

The Information Technology and Legal departments are responsible for helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy and communicating key priorities to relevant personnel. The ~~Senior~~ Director of Information Technology, ~~Senior Manager of Information Technology,~~ and Assistant General Counsel are also responsible for helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.

Our cybersecurity incident response policy is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including Legal, the CFO, the CEO, and the IT department., ~~Chimerix~~and ~~follows the cybersecurity incident response policy to~~ help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response policy includes reporting to the Audit Committee of the Board of Directors for certain cybersecurity incidents.

The Audit Committee of the Board of Directors receives quarterly reports from the ~~Senior~~ Director of IT concerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented (or plans to implement) to address them. The Audit Committee of the Board of Directors also may request various reports, summaries or presentations related to cybersecurity threats, risk, and mitigation.

ITEM 2. PROPERTIES

Our corporate headquarters are located at 2505 Meridian Parkway, Suite 100, Durham, North Carolina 27713 in a facility we lease encompassing approximately 21,325 square feet of office space. The leases for this facility expire in July 2026. We separately lease laboratory space in Durham, North Carolina, encompassing a total of approximately 7,925 square feet. The lease for this laboratory space in Durham expires in July 2026.

We believe that our property and equipment are generally well maintained and in good operating condition.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

5255

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is listed and traded on the Nasdaq Global Market under the trading symbol “CMRX.”

Stockholders

As of ~~February~~March 2314, ~~2024~~2025, there were 7161 stockholders of record of our common stock, which excludes stockholders whose shares were held in nominee or street name by brokers. The actual number of common stockholders is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant. Additionally, the A&R Loan Agreement may prohibit us from declaring or paying dividends.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities ~~by the Issuer and Affiliated Purchasers~~

~~We did not purchase any of our securities during the period covered by this Annual Report~~None.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our ~~audited~~consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion and analysis and other parts of this Annual Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. You should carefully read the “Risk Factors” section of this Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section ~~entitled~~titled “Forward-Looking Statements.”

Overview

Chimerix is a biopharmaceutical company whose mission it is to develop medicines that meaningfully improve and extend the lives of patients facing deadly diseases. The Company is focused on developing imipridones as a potential new class of selective cancer therapies. The most advanced imipridone is dordaviprone (ONC201), which is in clinical-stage development for H3 K27M-mutant diffuse glioma as its lead indication. In addition, a second-generation imipridone (ONC206) is currently in dose escalating clinical trials for adult and pediatric patients with primary central nervous system tumors.

5356

Recent Developments

~~Dordaviprone,~~Agreement ~~ONC201~~and Plan of Merger

~~Phase~~On 3March ~~ACTION~~4, ~~Study~~2025, ~~Continues~~we entered into the Merger Agreement with Jazz Pharmaceuticals Public Limited Company, an Irish public limited company (Jazz) and Pinetree Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Jazz (Purchaser). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Jazz has agreed to cause Purchaser to commence a tender offer to acquire all of our outstanding shares at a price of $8.55 per share in cash, without interest and subject to reduction for any applicable withholding taxes (the Offer Price), representing a total consideration of approximately $935 million. Upon the successful completion of the tender offer, Jazz will acquire all shares not acquired in the tender through a second-step ~~Interim~~merger ~~Data~~for ~~Expected~~the same consideration per share paid in ~~2025~~the tender offer. Our Board of Directors unanimously recommended that our shareholders tender their shares in the tender offer.

The ~~Phase~~transaction ~~3 ACTION trial~~ is ~~currently~~subject ~~enrolling~~to ~~patients~~customary atclosing ~~over 130 sites in 13 countries in North America~~conditions, ~~Europe,~~including the ~~UK,~~tender ~~Israel,~~of ~~Australia~~a ~~and~~majority ~~Asia.~~of ~~Management expects interim overall survival (OS) data from~~ the ~~trial~~outstanding toshares ~~occur~~of inour ~~2025~~voting ~~with~~common astock ~~final~~and OSother ~~data expected in 2026~~conditions. ~~The~~At ~~ACTION~~the ~~trial~~Effective ~~enrolls~~Time ~~patients~~(as ~~shortly~~defined ~~after~~in ~~they have completed front-line radiation therapy that is~~ the ~~standard~~Merger ofAgreement), ~~care~~each ~~for~~outstanding ~~glioma.~~share ~~The study is designed to enroll 450 patients randomized 1:1:1 to receive ONC201 at one~~ of ~~two~~the ~~dosing~~Company ~~frequencies or placebo. Participants will be randomized to receive either:~~ (i)other ~~625mg~~than ofcertain ~~ONC201~~exceptions ~~once~~as ~~per~~described ~~week, (ii~~therein) ~~625mg~~will ~~twice~~automatically ~~per~~be ~~week~~converted oninto ~~two~~the ~~consecutive~~right ~~days or (iii) placebo. The study is open~~ to ~~pediatric~~receive ~~and adult patients >10kg body weight and~~ the ~~dose~~Offer ~~will~~Price, bewithout ~~scaled~~any byinterest ~~body~~thereon ~~weight for patients weighing less than 52.5kg. Primary endpoints include OS~~ and ~~PFS.~~subject OSto ~~will~~any bewithholding ~~assessed for efficacy at three alpha-allocated timepoints consisting~~ of ~~two~~applicable ~~interim~~taxes. ~~assessments~~We byanticipate the ~~Independent~~transaction ~~Data Monitoring Committee (IDMC) at 164 events and 246 events, respectively, and a final assessment at 327 events. The final PFS analysis~~ will beclose ~~performed after 286 events, with progression assessed using response assessment~~ in ~~neuro-oncology-high~~the ~~grade~~second ~~glioma~~quarter ~~(RANO~~of ~~HGG) criteria by blinded independent central review (BICR)~~2025. ~~Secondary~~Following ~~endpoints~~the ~~include~~completion ~~corticosteroid response, performance status response, change from baseline in quality~~ of ~~life~~the ~~(QoL)~~tender ~~assessments~~offer and ~~change~~subject ~~from~~to ~~baseline~~the interms ~~neurologic~~and ~~function~~conditions asof ~~assessed by~~ the ~~Neurologic~~Merger ~~Assessment~~Agreement, ~~in Neuro-Oncology (NANO) scale. Per~~ the ~~protocol,~~Company ~~a safety interim analysis~~ will besurvive ~~completed~~as ~~after~~a ~~the~~wholly ~~first~~owned ~~120~~subsidiary ~~patients~~of ~~have~~Jazz ~~been treated~~ and ~~followed~~cease ~~for~~to atbe ~~least~~a ~~three~~publicly ~~cycles.~~traded company.

~~Our~~The ~~plan~~Merger isAgreement tocontains ~~initiate~~customary atermination ~~submission~~rights ~~to regulators~~ for ~~approval~~us ~~upon~~and ~~receipt~~Jazz. ofIf ~~positive overall survival data at either of~~ the ~~interim~~Merger orAgreement ~~the~~is ~~final~~terminated ~~overall~~under ~~survival~~specified ~~analyses. In addition~~circumstances, inwe ~~the~~will ~~event~~be ~~the~~required ~~result~~to ofpay ~~the~~Jazz ~~progression~~a ~~free~~termination ~~survival~~fee ~~analysis is positive, we would discuss the potential for submission~~ of ~~ONC201~~$35 ~~with~~million ~~regulatory~~in ~~authorities~~cash. ~~based~~For onmore ~~this data~~information, ~~which~~please ~~may~~see ~~lead~~“Business—Agreement toand aPlan ~~potential accelerated approval, a type~~ of ~~temporary~~Merger—Additional ~~marketing~~Information ~~authorization~~and ~~that~~Where isto ~~contingent~~Find ~~on future data, such as a positive overall survival analysis~~It. ”

~~Journal of Clinical Oncology Publication~~Dordaviprone

InNew ~~February~~Drug ~~2024,~~Application ~~“ONC201~~ (~~dordaviprone~~NDA) in Recurrent H3 K27M-mutant Diffuse Midline Glioma,” was published in the Journal of Clinical Oncology (JCO), a peer reviewed journal of the American Society of Clinical Oncology (ASCO). The manuscript reports in detail the results of 50 patients with recurrent H3 K27M-DMG treated with monotherapy ONC201 who were evaluable for objective response by Response Assessment in Neuro-Oncology (RANO) high grade glioma (HGG) criteria. ONC201 demonstrated a median overall survival (mOS) of 13.7 months (95% CI: 8.0-20.3), with an overall two-year rate of survival of 35% (95% CI: 21-49) from the start of ONC201 treatment post-recurrence. The Company previously conducted a natural disease history study (n=43) in the recurrent setting evaluating patients who did not receive ONC201 which showed a mOS of 5.1 months (95% CI: 3.9-7.1) with an overall two-year survival rate of 11% (95% CI: 3.3-24.2). The top-line data from this JCO publication were previously disclosed by the Company. The journal can be accessed at https://ascopubs.org/doi/10.1200/jco.23.01134.

~~Cancer~~On ~~Discovery~~February ~~Publication~~14, 2025, the U. S. Food and Drug Administration (FDA) accepted for filing our NDA seeking accelerated approval of dordaviprone for treatment of patients with recurrent H3 K27M-mutant diffuse glioma. In its acceptance, FDA confirmed that the NDA will receive priority review under the Prescription Drug User Fee Act (PDUFA). The target date for completion of FDA’s review of the NDA (i.e., PDUFA date) is August 18, 2025. FDA has indicated that it is not planning to hold an Oncologic Drug Advisory Committee (ODAC) meeting at this time.

In August 2023, data in support of ONC201 as a treatment for H3 K27M-mutant diffuse midline gliomas (H3K27M-DMG) appeared in the peer-reviewed journal, Cancer Discovery, a journal of the American Association for Cancer Research. The ~~manuscript~~NDA titled, “Clinical efficacy of ONC201 in H3K27M-mutant diffuse midline gliomas is driven by disruption of integrated metabolic and epigenetic pathways,” reported survival analyses of 71 patients with H3K27M-DMG treated with ONC201, which demonstrated promising results in a patient population with a poor prognosis and few treatment options. In addition to assessing clinical outcomes, the study corroborated mechanistic findings from laboratory models in samples from treated patients that demonstrated the ability of ONC201 to disrupt metabolic pathways and reverse a molecular signature of the H3 K27M mutation in patient's tumor samples. According to the survival analyses in this study, ONC201 frontline treatment, administered post radiation therapy, demonstrated a significant increase in median overall survival (mOS) from diagnosis in ONC201-treated versus in historical controls (21.7 months mOS vs. 12 months mOS, p<0.0001). The study was ~~led~~based byon arecent ~~team~~program ofmilestones ~~researchers from the University of Michigan~~ and ~~other~~additional ~~collaborators~~supportive ~~including several authors from Chimerix. The journal can be accessed at https~~data:~~//aacrjournals.org/cancerdiscovery/article/13/11/2370/729854/Clinical-Efficacy-of-ONC201-in-H3K27M-Mutant.~~

54•Substantial enrollment of the Phase 3 ACTION study;

~~Early~~•Phase ~~Pipeline~~2 ~~Development~~objective –response ~~ONC206,~~rate ~~ONC212~~of ~~and~~the ~~CMX521~~50-patient primary efficacy analysis assessed by blinded independent central review as the primary basis of efficacy in the NDA;

•Several response assessments, including the most contemporary response assessment criteria for gliomas, Response Assessment in Neuro-Oncology 2.0 (“RANO 2.0”), under which dordaviprone demonstrated an objective response rate of 28%, a median duration of response of 10.4 months and a median time to response of 4.6 months;

•Additional clinical data sets and patient narratives supportive of the primary efficacy analysis observed to date;

•Clinical and nonclinical demonstration of dordaviprone-driven reversal of the central hallmark of H3 K27M-mutant glioma, H3K27 trimethyl loss;

•Comprehensive safety database of glioma patients and healthy volunteers that supports a favorable benefit/risk profile observed to date; and

•Comprehensive clinical pharmacology and chemistry, manufacturing, and controls studies.

Additionally, dordaviprone for H3 K27M-mutant diffuse glioma has received FDA rare pediatric disease designation. Should the Company be awarded a rare pediatric disease priority review voucher with approval of the NDA and thereafter sell such rare pediatric disease priority review voucher to a third party, 50% of the net proceeds from such sale would be payable to the former securityholders of Oncoceutics, Inc. pursuant to the Agreement and Plan of Merger with Oncoceutics, Inc., dated as of January 7, 2021.

Phase 3 ACTION Study

two dosing frequencies or placebo. Participants are randomized to receive either: (i) 625mg of dordaviprone once per week, (ii) 625mg twice per week on two consecutive days or (iii) placebo. The study is open to pediatric and adult patients >10kg body weight and the dose will be scaled by body weight for patients weighing less than 52.5kg. Primary endpoints include OS and progression-free survival (PFS). OS will be assessed for efficacy at three alpha-allocated timepoints consisting of two interim assessments by the Independent Data Monitoring Committee (IDMC) at 164 events and 246 events, respectively, and a final assessment at 327 events. The final PFS analysis will be performed after 286 events, with progression assessed using response assessment in neuro-oncology-high grade glioma (RANO) criteria by blinded independent central review (BICR). Secondary endpoints include corticosteroid response, performance status response, change from baseline in quality of life (QoL) assessments and change from baseline in neurologic function as assessed by the Neurologic Assessment in Neuro-Oncology (NANO) scale. A pre-specified safety review of patients in the ACTION study was conducted by the IDMC, which did not identify any safety concerns, and recommended that the study continue as planned and designed. The ACTION study remains an important study as it is evaluating dordaviprone in a different line of therapy (front-line/pre-recurrence) than the potential accelerated approval NDA in the recurrent H3 K27M-mutant diffuse glioma setting. Additionally, should the currently submitted NDA for dordaviprone lead to an accelerated approval in the recurrent setting, it is possible the FDA may identify the ACTION study as a confirmatory study for full approval.

ONC206

ONC206 is a second generation ~~DRD2~~imipridone ~~antagonist~~ClpP agonist and ~~ClpP~~DRD2 ~~agonist~~antagonist that has demonstrated monotherapy ~~anti-cancer~~efficacy ~~activity~~ in ~~pre-clinical models. ONC206 is currently being evaluated in Phase 1 dose escalation trials enrolling patients with~~ advanced ~~central~~solid ~~nervous~~tumor ~~system tumors in partnership with the National Institutes of Health (NIH) and with the Pacific Pediatric Neuro-Oncology Consortium (PNOC)~~models. InOral ~~March 2023, the Company reported an investigator-assessed response in a patient with recurrent glioblastoma without the H3K27M-mutation. To date,~~ ONC206 ishas ~~generally~~been well tolerated ~~with a similar safety profile in adults~~ and ~~pediatrics.~~achieved Noprolonged ~~dose~~exposures ~~limiting~~above ~~toxicities~~target ~~have~~thresholds ~~been~~in ~~identified~~Phase to1 ~~date. We are currently enrolling ONC206~~ dose escalation trials ~~with~~at adose ~~more~~frequencies ~~frequent~~up ~~dosing schedule~~ to ~~increase~~twice ~~the~~per ~~duration~~day ofon ~~therapeutic~~three ~~exposure.~~consecutive Wedays ~~expect~~per toweek ~~report~~(BID ~~preliminary safety and pharmacokinetic data from these trials beginning in mid-2024~~TIW).

The dose escalation studies of ONC206 ishave inenrolled ~~ongoing~~over ~~nonclinical~~100 ~~studies~~pediatric toand ~~identify~~adult patients with CNS tumors. Thus far, a similar safety profile has been observed in the pediatric and ~~evaluate~~adult ~~candidate~~populations, ~~biomarker~~with the majority of treatment-~~defined~~related ~~oncology~~adverse ~~indications~~events (fatigue, lymphocyte count decrease and vomiting) being mild to ~~identify~~moderate. ~~potential~~No ~~pharmacodynamic~~significant ~~biomarkers~~change in the overall safety profile has been reported to date as dosing has escalated and ~~further~~intensified ~~elucidate~~in ~~its~~frequency ~~mechanism~~from ofonce ~~action~~per week to twice per day on three consecutive days per week. ~~These~~ ~~activities~~Completion ~~will~~of ~~inform~~dose ~~data-driven~~escalation ~~clinical~~is ~~development~~expected ~~plans~~to occur in Q2 of 2025.

~~ONC212~~Nonclinical studies remain ongoing to identify additional oncology indications for further development of ONC206.

~~ONC212,~~Silicon ~~which~~Valley ~~targets~~Bank ~~GPR132~~(SVB) ~~and~~Term ClpP, has completed IND-enabling toxicology studies. ONC212 is being explored pre-clinically in collaborations with MD Anderson Cancer Center and Brown University. Furthermore, preclinical studies are ongoing to evaluate potential oncology indications and predictive biomarkers for ONC212 that could be suitable for clinical development.Loan

~~CMX521~~On December 23, 2024, we entered into an Amended and Restated Loan and Security Agreement (A&R Loan Agreement) with SVB, a division of First-citizens Bank & Trust Company, which provides for a term loan facility in an aggregate principal amount of up to $30.0 million available in two tranches. Tranche A of $20.0 million is available at closing through February 28, 2026 in minimum increments of $10.0 million. Tranche B of $10.0 million is available upon SVB’s credit approval through February 28, 2027. In connection with the A&R Loan Agreement, we issued a Warrant to Purchase Stock to SVB to purchase a maximum of 149,253 shares of our common stock with an exercise price equal to $2.68 per share. See “—Liquidity and Capital Resources—Credit Facility” of this Item 7 and Note 1 to our Consolidated Financial Statements included in this Annual Report for information.

CMX521 is a nucleoside analog antiviral drug candidate for the treatment of SARS-CoV-2. CMX521 is not mutagenic, clastogenic, or associated with mitochondrial toxicity. In addition, oral CMX521 demonstrated a favorable profile in GLP toxicology studies and was well-tolerated up to 2,400 mg in a healthy volunteer Phase 1 study for a different indication.

Pursuant to a 2006 agreement between the Company and The Regents of the University of Michigan (UM), the Company obtained an exclusive, worldwide license to UM’s patent rights in certain inventions related to certain compounds originally synthesized at UM, including CMX521. Under the license agreement, the Company is permitted to research, develop, manufacture and commercialize products utilizing the UM Patent Rights, and to sublicense such rights subject to certain sublicensing fees and royalty payments.

We are currently working with the Rapidly Emerging Antiviral Drug Development Initiative (READDI) at the University of North Carolina at Chapel Hill (UNC) for the development of CMX521 as a potential treatment for SARS-CoV-2. UNC which is the co-recipient of a grant for approximately $1.7 million from the state of North Carolina which will defray the majority of the costs on this effort. The grant will fund prodrug synthesis and animal studies to optimize delivery of CMX521 to the lungs via a convenient oral formulation. In addition, UNC will conduct COVID-19 disease mouse efficacy model studies and evaluate lung delivery of the active antiviral.

Board of Directors Changes

On December 28, 2023, Catherine L. Gilliss, PhD, RN, FAAN retired and resigned as a member of the Board of Directors (Board). The Board appointed Lisa L. Decker, PhD, to serve as a member of the Board to fill the vacancy created by Dr. Gilliss’s retirement.

Promotion of Michelle LaSpaluto to Chief Financial Officer

On December 1, 2023, Michelle LaSpaluto was promoted to the position of Chief Financial Officer of the Company. Prior to her promotion as the Company’s Chief Financial Officer of the Company, Ms. LaSpaluto served as the Company’s Vice President of Corporate Financial Planning and Investor Relations since October 2019, as Executive Director of Financial Planning, Analysis and Investor Relations from January 2016 to October 2019, and as Senior Director of Accounting from June 2011 to October 2019.

Appointment of Thomas J. Riga as Chief Operating Officer and Chief Commercial Officer

On November 16, 2023, Thomas J. Riga was hired as Chief Operating Officer and Chief Commercial Officer of the Company. Mr. Riga has over 25 years of pharmaceutical leadership experience.

Business Development Review

In addition to our prior business development transactions, management is continuing to conduct a review and assessment of potential transaction opportunities with the goal of building our product candidate pipeline, including, but not limited to, licensing, merger or acquisition transactions, or the license, purchase or sale of specific assets, in addition to other potential actions aimed at maximizing stockholder value. There can be no assurance that this review will result in the identification or consummation of any additional transaction or action.

Financial Overview

Revenues

To date, we have generated modest, non-recurring revenue from product sales. Since inception, other than 2022 which included product sales, all of our revenue to date has been derived from government ~~grants~~ and private foundation grants, a government contract, and the receipt of up-front proceeds under our ~~collaboration and~~ license agreements.

Emergent BioSolutions, Inc.

On September 26, 2022, the Company ~~closed~~completed the ~~previously~~sale ~~disclosed~~to ~~Asset Sale with~~ Emergent. ~~Emergent~~of ~~paid~~ the Company’s anexclusive ~~upfront~~worldwide ~~cash~~rights ~~payment~~to ofbrincidofovir, ~~approximately~~including ~~$238~~TEMBEXA® ~~million~~and ~~upon~~specified ~~closing.~~related Inassets ~~addition, pursuant to~~ (the Asset ~~Purchase~~Sale). ~~Agreement,~~The ~~the~~ Company isrecognized ~~eligible to receive from Emergent: (i) up to an aggregate of~~ approximately $~~124~~3,000, $0.2 million inand ~~milestone~~$0.5 million ~~payments payable upon the exercise~~ of ~~the~~contract ~~options~~revenue ~~under~~related ~~the BARDA Agreement; (ii) royalty payments equal~~ to ~~15%~~support ofprovided ~~the gross profits from the sales of TEMBEXA made outside of the United States; (iii) royalty payments equal~~ to ~~20%~~Emergent offor the ~~gross~~twelve ~~profits~~months ~~from~~ended ~~the~~December 31, ~~sales~~2024, of2023 ~~TEMBEXA made in the United States in excess of 1.7 million treatment courses;~~ and ~~(iv)~~2022, ~~up to an additional $12~~respectively.~~5 million upon the achievement of certain other developmental milestones.~~

The BARDA Agreement was novated to Emergent in December 2022. Under Asset Purchase Agreement, the Company recognized approximately $0.2 million and $0.5 million of contract revenue for support provided for the twelve months ended December 31, 2023 and 2022, respectively.

Biomedical Advanced Research and Development Authority (BARDA)

In February 2011, the Company entered into a contract with BARDA for the advanced development of brincidofovir as a medical countermeasure in the event of a smallpox release. Under the contract, the Company received $72.5 million in expense reimbursement and $4.6 million in fees over the performance of 1 base segment and 4 option segments. Exercise of each option segment was solely at the discretion of BARDA. The Company assessed the services in accordance with the authoritative guidance and concluded that there was a potential of 5 separate contracts (1 base segment and four option segments) were exercised, as well as the base segment. The transaction price for each segment, based on the transaction price as defined in each segment contract, was allocated to the single performance obligation for each contract. The transaction price was recognized over time by measuring the progress toward complete satisfaction of the performance obligation. For reimbursable expenses, this occurred as qualifying research activities were conducted based on invoices from company vendors. For the fixed fee, the progress toward complete satisfaction was estimated based on the costs incurred to date relative to the total estimated costs per the terms of each contract. The Company typically invoiced BARDA monthly as costs were incurred. Any amounts received in advance of performance were recorded as deferred revenue until earned. The base segment and first option segment were completed prior to adoption of ASC 606. The second and third option segments were completed on August 20, 2020. The fourth option segment was completed on September 1, 2021 and the contract has expired in accordance with its terms. Under the BARDA contract, we recognized contract revenue of $1.6 million during the twelve months ended December 31, 2021.

Grant Revenue

Grant revenue under cost-plus-fixed-fee grants from the federal government and private foundations is recognized as allowable costs are incurred and fees are earned. At December 31, ~~2023~~2024, the Company had a deferred revenue balance of $0.1 million related to these grants. Additionally, for the twelve months ended months ended December 31, 2023 and 2022, the Company recognized $30,000 and $0.5 million, respectively, of grant revenue related to these grants.

5658

related to these grants. Additionally, for the twelve months ended months ended December 31, 2024, 2023 and 2022, the Company recognized $0.2 million, $30,000 and $0.5 million, respectively, of grant revenue related to these grants.

Ohara Agreement

In 2019, Oncoceutics, Inc., a Delaware corporation (Oncoceutics) which was subsequently acquired by the Company in January 2021, entered into a license, development and commercialization agreement with Ohara Pharmaceutical Co., Ltd. for ONC201 in Japan. The Company is entitled to receive up to $2.5 million in nonrefundable regulatory milestone payments. The Company is entitled to double-digit tiered royalties based on the aggregate annual net sales of all products, as defined in the agreement, in Japan. For the twelve months ended December 31, 2024, the Company recognized no license revenue and for the twelve months ended December 31, 2023 and 2022, the Company recognized approximately $~~58,000~~0.1 million and $0.5 million, respectively, of license revenue related to this agreement.

TEMBEXA Procurement Agreements Revenue and Royalty Revenue

In June 2022, the Company entered into a Supply Agreement (the Supply Agreement) with a third-party outside of North America (the Purchaser), pursuant to which the Company was responsible for supplying to the Purchaser, and the Purchaser was responsible for purchasing from the Company, TEMBEXA treatment courses for use in a jurisdiction outside of the United States. Under the terms of the Supply Agreement, the Purchaser paid the Company an aggregate purchase price of approximately $9.3 million, in two equal installments in June 2022 and July 2022. The Company recognized $9.3 million of procurement revenue under the Supply Agreement for the twelve months ended December 31, 2022.

Additionally, in June 2022, the Public Health Agency of Canada (PHAC) awarded a Contract (the PHAC Contract) to the Company, pursuant to which PHAC agreed to purchase up to approximately $25.3 million (CAD $33.0 million) of TEMBEXA treatment courses for use in Canada. Substantially all of the procurement was delivered and accepted by PHAC in July 2022, completing the performance obligation for those shipments and resulting in $22.6 million of procurement revenue for the twelve months ended December 31, 2022. PHAC assigned the PHAC Contract to Emergent in November 2022. The remaining deliveries of treatment courses were delivered by Emergent and were subject to the royalty terms of the Asset Purchase Agreement applicable to gross profits outside the United States. The Company recognized approximately $0.4 million of royalty revenue in the twelve months ended December 31, 2022.

Research and Development Expenses

Since our inception, we have focused our resources on our research and development activities, including conducting preclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings for our product candidates. We recognize research and development expenses as they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors. We cannot determine with certainty the duration and completion costs of the current or future clinical studies of any product candidates. We record payments received from our collaborative partners for their share of the development costs as a reduction of research and development expenses. Our research and development expenses consist primarily of:

•fees paid to consultants and contract research organizations (CROs), including in connection with preclinical and clinical trials, and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis;

•salaries and related overhead expenses, which include stock option, restricted stock units and employee stock purchase program compensation and benefits, for personnel in research and development functions;

•payments to third-party manufacturers, which produce, test and package drug substance and drug product (including continued testing of process validation and stability);

•costs related to legal and compliance with regulatory requirements; and

•license fees for and milestone payments related to licensed products and technologies.

57The table below summarizes our research and development expenses for the periods indicated (in thousands). Our direct research and development expenses consist primarily of external costs, such as fees paid to investigators, consultants, central laboratories and CROs, in connection with our clinical trials, preclinical development, and payments to third-party

The table below summarizes our research and development expenses for the periods indicated (in thousands). Our direct research and development expenses consist primarily of external costs, such as fees paid to investigators, consultants, central laboratories and CROs, in connection with our clinical trials, preclinical development, and payments to third-party manufacturers of drug substance and drug product. We typically use our employee and infrastructure resources across multiple research and development programs.59

	Years Ended December 31,
	2023		2022		2021
Direct research and development expenses	$	41,875	$	42,227	$	26,808
Research and development personnel costs - excluding stock-based compensation	16,287		18,615		17,709
Research and development personnel costs - stock-based compensation	7,092		8,267		6,611
Indirect research and development expenses	3,534		2,522		22,689
Total research and development expenses	$	68,788	$	71,631	$	73,817

manufacturers of drug substance and drug product. We typically use our employee and infrastructure resources across multiple research and development programs.


	Years Ended December 31,
	2024		2023		2022
Direct research and development expenses	$	42,593	$	41,875	$	42,227
Research and development personnel costs - excluding stock-based compensation	19,744		16,287		18,615
Research and development personnel costs - stock-based compensation	6,024		7,092		8,267
Indirect research and development expenses	6,213		3,534		2,522
Total research and development expenses	$	74,574	$	68,788	$	71,631

The successful development of product candidates is highly uncertain. At this time, we cannot reasonably estimate the nature, timing or costs of the efforts that will be necessary to complete the development of any product candidates or the period, if any, in which material net cash inflows from any product candidates may commence. This is due to the numerous risks and uncertainties associated with our business, as detailed in Part II, Item IA, “Risk Factors” in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

Imipridones Program

In January 2021, we acquired Oncoceutics. As we continue to develop and prepare ~~ONC201~~dordaviprone for U.S. regulatory approval, we expect to incur significant research and development expense. We also plan to incur development expenses in connection with the continued development of other imipridone compounds, including ONC206 and ONC212.

TEMBEXA (Brincidofovir, BCV)

We developed TEMBEXA for the treatment of smallpox. FDA marketing approval for TEMBEXA was received on June 4, 2021 (June 2021 FDA Approval). Under our February 2011 cost-plus-fixed fee development contract with BARDA, we incurred expenses in connection with the development of orthopoxvirus animal models, the demonstration of efficacy and pharmacokinetics of TEMBEXA in the animal models, the conduct of clinical studies for subjects with DNA viral infections, the manufacture and process validation of bulk drug substance and TEMBEXA 100 mg tablets and TEMBEXA 10 mg/mL oral suspension, and submission of the NDAs to the FDA. In addition, we have incurred additional supportive costs for the development of TEMBEXA for smallpox that we did not seek reimbursement for from BARDA. We have incurred costs related to the manufacturing of TEMBEXA for a procurement contract. These costs were expensed as incurred until the June 2021 FDA approval. Following the approval, costs related to the manufacturing of TEMBEXA are recorded and shown as inventories on the Consolidated Balance Sheets. With the sale of TEMBEXA to Emergent all inventory, prepaids and liabilities associated with TEMBEXA were transferred to Emergent as part of the transaction.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for employees in executive, finance, commercial, investor relations, information technology, legal, human resources and administrative support functions, including share-based compensation expenses and benefits. Other significant general and administrative expenses include costs related to accounting and legal services, pre-launch activities related to dordaviprone, costs of various consultants, director and officer liability insurance, occupancy costs and information systems.

Gain on Sale of Business, Net

Emergent BioSolutions, Inc.

The previously mentioned sale of TEMBEXA constitutes a significant disposition of a business, however, the Company determined the disposition does not represent a strategic shift, and accordingly, the Company has not accounted for the disposition as a discontinued operation. The Company recorded a $229.7 million net gain on sale of business in other income (loss) on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the twelve months ended December 31, 2022.

Interest Income and Other, Net

Interest income and other, net consists primarily of interest earned on our cash, cash equivalents and short-term and long-term investments.

Share-based Compensation

The Financial Accounting Standards Board (FASB) authoritative guidance requires that share-based payment transactions with employees be recognized in the financial statements based on their fair value and recognized as compensation expense over the vesting period. Total consolidated share-based compensation expense of $179.5 million, $1517.35 million and $1215.3 million was recognized in the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. The share-based compensation expense recognized included expense for stock options, RSUs and our employee stock purchase plan purchase rights. In 2023, non-cash expense of $5.1 million was recorded related to the one-time recognition of stock option and RSU expense in order to match the grant expense to the service period for the role in which the grants were originally made following the transition of the Company’s then CEO to Chairman of the Board of Directors. Additionally, the vesting of these awards remains contingent on future service.

We estimate the fair value of our share-based awards to employees and directors using the Black-Scholes pricing model. This estimate is affected by our stock price as well as assumptions including the expected volatility, expected term, risk-free interest rate, expected dividend yield, expected rate of forfeiture and the fair value of the underlying common stock on the date of grant.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our ~~audited~~ consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates and judgments. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates. In addition, our reported financial condition and results of operations could vary if new accounting standards are enacted that are applicable to our business.

Our significant accounting policies are described in Note 1 to our ~~audited~~ consolidated financial statements for the year ended December 31, ~~2023~~2024 included in this Annual Report. We believe that our accounting policies relating to revenue recognition, research and development prepaids and accruals, acquired IPR&D, inventories, employee retention credit, investments, share-based compensation and utilization of net operating loss carryforwards are the most critical to understanding and evaluating our reported financial results. We have identified these policies as critical because they both are important to the presentation of our financial condition and results of operations and require us to make judgments and estimates on matters that are inherently uncertain and may change in future periods. For more information regarding these policies, you should refer to Note 1 to our ~~audited~~ consolidated financial statements included in this Annual Report.

Revenue Recognition

The Company’s revenues generally consist of (i) contract and grant revenue—revenue generated under federal government and private foundation grants and contracts, (ii) licensing revenue—revenue related to non-refundable upfront fees, royalties and milestone payments earned under license agreements (iii) royalty revenue—revenue related to sales of TEMBEXA made by Emergent after the Asset Sale, and (iv) procurement revenue—revenue related to sales of TEMBEXA prior to the Asset Sale. Revenue is recognized in accordance with the criteria outlined in Accounting Standards Codification (ASC) 606 issued by the Financial Accounting Standards Board (FASB). Following this accounting pronouncement, a five-step approach is applied for recognizing revenue, including (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation.

Emergent BioSolutions, Inc.

On September 26, 2022, the Company ~~closed~~completed the ~~previously~~sale ~~disclosed~~to ~~Asset~~Emergent ~~Sale~~of ~~with~~the ~~Emergent.~~Company’s ~~Emergent~~exclusive ~~paid~~worldwide ~~the~~rights ~~Company~~to anbrincidofovir, ~~upfront~~including ~~cash~~TEMBEXA® ~~payment~~and ofspecified related assets (the Asset Sale). The Company recognized approximately $~~238~~3,000, $0.2 million ~~upon~~and ~~closing~~$0.5 million Inof ~~addition,~~contract ~~pursuant~~revenue tofor support provided for the ~~Asset~~twelve ~~Purchase~~months ~~Agreement~~ended December 31, 2024, 2023 and 2022, respectively.

the Company is eligible to receive from Emergent: (i) up to an aggregate of approximately $124 million in milestone payments payable upon the exercise of the options under the BARDA Agreement; (ii) royalty payments equal to 15% of the gross profits from the sales of TEMBEXA made outside of the United States; (iii) royalty payments equal to 20% of the gross profits from the sales of TEMBEXA made in the United States in excess of 1.7 million treatment courses; and (iv) up to an additional $12.5 million upon the achievement of certain other developmental milestones.

Biomedical Advanced Research and Development Authority (BARDA)

Grant Revenue

Grant revenue under cost-plus-fixed-fee grants from the federal government and private foundations is recognized as allowable costs are incurred and fees are earned. At December 31, ~~2023~~2024, the Company had a deferred revenue balance of $0.1 million related to these grants. Additionally, for the twelve months ended December 31, 2024, 2023 and 2022, the Company recognized $0.2 million, $30,000 and $0.5 million, respectively, of grant revenue related to these grants.

Ohara Agreement

In 2019, Oncoceutics, Inc., a Delaware corporation (Oncoceutics) which was subsequently acquired by the Company in January 2021, entered into a license, development and commercialization agreement with Ohara Pharmaceutical Co., Ltd. for ONC201 in Japan. The Company is entitled to receive up to $2.5 million in nonrefundable regulatory milestone payments. The Company is entitled to double-digit tiered royalties based on the aggregate annual net sales of all products, as defined in the agreement, in Japan. For the twelve months ended December 31, ~~2023 and 2022~~2024, the Company recognized ~~approximately~~no ~~$58,000 and $0.5 million, respectively, of~~ license revenue ~~related~~and tofor ~~this~~the ~~agreement.~~twelve

months ended December 31, 2023 and 2022, the Company recognized approximately $0.1 million and $500,000, respectively, of license revenue related to this agreement.

TEMBEXA Procurement Agreements Revenue and Royalty Revenue

Agreement applicable to gross profits outside the United States. The Company recognized approximately $0.4 million of royalty revenue in the twelve months ended December 31, 2022.

Research and Development Prepaids and Accruals

As part of the process of preparing financial statements, the Company is required to estimate its expenses resulting from its obligation under contracts with vendors and consultants and clinical site agreements in connection with its research and development efforts. The financial terms of these contracts are subject to negotiations which vary contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts.

The Company’s objective is to reflect the appropriate research and development expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of its research and development efforts. The Company determines prepaid and accrual estimates through discussion with applicable personnel and outside service providers as to the progress or state of communication of clinical trials, or other services completed. The Company adjusts its rate of research and development expense recognition if actual results differ from its estimates. The Company makes estimates of its prepaid and accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. Through December 31, ~~2023~~2024, there had been no material adjustments to our prior period estimates of prepaid and accruals for research and development expenses. Our research and development prepaids and accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors.

Acquired In-Process Research and Development (IPR&D) Expense

We have acquired and may continue to acquire the rights to develop and commercialize new drug candidates. In accordance with Accounting Standards Codification, or ASC, Subtopic 730-10-25, Accounting for Research and Development Costs, the up-front payments to acquire a new drug compound, as well as future milestone payments when paid or payable, are immediately expensed as acquired IPR&D in transactions other than a business combination provided that the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no alternative future use. Upon obtaining regulatory approval for marketing, any subsequent milestone payments may be capitalized and amortized over the life of the asset.

Inventories

The Company considers regulatory approval of product candidates to be uncertain and product manufactured prior to regulatory approval may not be sold unless regulatory approval is obtained. As such, the manufacturing costs for product candidates incurred prior to regulatory approval are not capitalized as inventory but are expensed as research and development costs. The Company begins capitalization of these inventory related costs once regulatory approval is obtained. The Company primarily uses actual costs to determine its cost basis for inventories.

On May 15, 2022, we entered into an Asset Purchase Agreement (the Asset Purchase Agreement) with an affiliate of Emergent BioSolutions Inc. (Emergent BioSolutions) for the sale of our exclusive worldwide rights to brincidofovir, including TEMBEXA® and specified related assets (the Asset Sale). On September 26, 2022, we closed the Asset Sale with Emergent Biodefense Operations Lansing LLC (Emergent), an affiliate of Emergent BioSolutions.

Prior to the sale of TEMBEXA to Emergent, the Company’s inventory consisted of TEMBEXA, which was being manufactured for the treatment of smallpox for potential delivery to the Strategic National Stockpile (SNS) for the U.S. government and to other government agencies. TEMBEXA was approved by the FDA on June 4, 2021, at which time the Company began to capitalize inventory costs associated with TEMBEXA. Prior to FDA approval of TEMBEXA, all costs related to the manufacturing of TEMBEXA were charged to research and development expense in the period incurred as there was no alternative future use.

active product ingredient, and drug product. Finished goods included packaged and labelled products. Title to all inventory was transferred to Emergent upon the close of the Asset Sale.

Employee Retention Credit

Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) passed by the United States Congress and signed by the President, the Company is eligible for a refundable employee retention credit subject to certain criteria. The Company recognized a $2.0 million employee retention credit during the twelve months ended December 31, 2022 related to labor costs recognized during 2020 and 2021, which is recorded in prepaid expenses and other current assets. For the twelve months ended December 31, 2022, $1.5 million is recorded as a reduction to research and development expenses and $0.5 million is recorded as a reduction to general and administrative expenses. The Company has filed for refunds of the employee retention credits and as of the date of this Annual Report on Form 10-K, it has received $27,000 of refunds and cannot reasonably estimate when it will receive any or all of the remaining refunds.

Investments

Investments consist primarily of commercial paper, corporate bonds, and U.S. Treasury securities. We invest in high-credit quality investments in accordance with our investment policy which minimizes the probability of loss.

Available-for-sale debt securities are carried at fair value as determined by quoted market prices, with the unrealized gains and losses, net of tax, reported as a separate component of stockholders’ deficit. Realized gains and losses are determined using the specific identification method and transactions are recorded on a settlement date basis in interest income (expense) and other, net. Investments with original maturities beyond three months at the date of purchase and which mature on, or less than twelve months from, the balance sheet date are classified as short-term. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term. We periodically review available-for-sale debt securities for other-than-temporary declines in fair value below the cost basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate, among other things, the duration and extent to which the fair value of a security is less than its cost; the financial condition of the issuer and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell, the security before recovery of our amortized cost basis. Any such declines in value judged to be other-than-temporary on available-for-sale securities are reported in other-than-temporary impairment of investment.

Valuation of Share-Based Compensation

We record the fair value of share-based awards issued as of the grant date as compensation expense. We recognize compensation expense over the requisite service period, which is equal to the vesting period.

Share-based compensation expense includes stock options, RSUs and employee stock purchase plan purchase rights and has been reported in our Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands):

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Income Statement Classification:
Research and development expense	$	76,~~092~~024	$	87,~~267~~092	$	68,~~611~~267
General and administrative expense	103,~~365~~458		710,~~018~~365		57,~~649~~018
Total stock-based compensation expense	$	179,~~457~~482	$	1517,~~285~~457	$	1215,~~260~~285

In 2023, non-cash expense of $5.1 million was recorded related to the one-time recognition of stock option and RSU expense in order to match the grant expense to the service period for the role in which the grants were originally made following the transition of the Company’s then CEO to Chairman of the Board of Directors. Additionally, the vesting of these awards remains contingent on future service.

order to match the grant expense to the service period for the role in which the grants were originally made following the

transition of the Company’s then CEO to Chairman of the Board of Directors. Additionally, the vesting of these awards remains contingent on future service.

RSU compensation expense is based on the grant-date fair value of our common stock.

We calculate the fair value of share-based compensation awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of subjective assumptions, including volatility of our common stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and the fair value of the underlying common stock on the date of grant. In applying these assumptions, we considered the following factors:

the following factors:

•We use historical volatility data to estimate the volatility of our common stock price.

•We use historical exercise data to estimate expected term.

•We determine the risk-free interest rate by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant.

•The assumed dividend yield is based on our expectation of not paying dividends for the foreseeable future.

•We estimate forfeitures based on our historical analysis of actual stock option forfeitures.

The assumptions used in the Black-Scholes option-pricing model for the years ended December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022 are set forth below:

Stock Options

	Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Expected volatility	8382.2092		%	7483.2720		%	9574.8427		%
Expected term (in years)	5.79			65.07			6.0
Weighted-average risk-free interest rate	3.8797		%	13.9187		%	01.7191		%
Expected dividend yield	—		%	—		%	—		%
Weighted-average fair value per option	$	10.1367		$	31.3313		$	63.6733

Employee Stock Purchase Plan

	Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Expected volatility	9462.6413		%	~~104~~94.8864		%	97104.5488		%
Expected term (in years)	1.5034			1.2850			01.7128
Weighted-average risk-free interest rate	4.6308		%	24.63		%	02.2563		%
Expected dividend yield	—		%	—		%	—		%
Weighted-average option value per share	$	0.7559		$	10.9775		$	61.5597

Utilization of Net Operating Loss Carryforwards

As of December 31, ~~2023~~2024, we had net operating loss carryforwards for federal and state tax purposes of approximately $~~423~~466.24 million and $~~416~~451.03 million, respectively. As of December 31, ~~2022~~2023, we had net operating loss carryforwards for federal and state tax purposes of approximately $~~394~~423.82 million and $~~394~~416.40 million, respectively. In addition, we had tax credit carryforwards for federal tax purposes of approximately $2933.91 million as of December 31, ~~2023~~2024. The future utilization of net operating loss and tax credit carryforwards may be limited due to changes in ownership. In general, if we experience a greater than 50 percent change, by value, in our equity ownership over a three-year period, utilization of our pre-change net operating loss carryforwards is subject to an annual limitation under Section 382 of the Code (and similar state laws). The annual limitation generally is determined by multiplying the value of our stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the pre-change net operating loss carryforwards before utilization and may be substantial. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which are outside our control. Furthermore, under the Tax Act, as amended by the CARES Act, federal net operating losses incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset United States federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.

63Contingent Gain on Sale of Asset

Related to the Asset Sale, Emergent paid the Company an upfront cash payment of approximately $238 million upon closing. In addition, pursuant to the Asset Purchase Agreement, the Company is eligible to receive from Emergent: (i) up to an aggregate of approximately $124 million in milestone payments payable upon the exercise of the options under the BARDA Agreement; (ii) royalty payments equal to 15% of the gross profits from the sales of TEMBEXA made outside of the United States; (iii) royalty payments equal to 20% of the gross profits from the sales of TEMBEXA made in the United States in excess of 1.7 million treatment courses; and (iv) up to an additional $12.5 million upon the achievement of certain other developmental milestones. The effects of recording certain adjustments associated with contingent consideration related to TEMBEXA have been excluded as the Company has made a policy election to account for these amounts when the contingency has been resolved in accordance with Accounting Standards Codification (ASC) 450, Contingencies. In September 2024, BARDA and Emergent agreed to amend the terms of the BARDA Agreement; in connection with that amendment, CLIN0004A and CLIN0005A were exercised for $67.4 million. The Company accounts for milestone payments due under ASC 450-30 - Contingencies - Gain Contingencies (ASC 450-30), and has calculated the milestone payment to be approximately $2.7 million related to the exercise of CLIN0004A and CLIN0005A. The Company would realize this amount upon receipt of the milestone payment.

RESULTS OF OPERATIONS

Comparison of the Years Ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023

The following table summarizes our results of operations for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023, together with the changes in those items in dollars and percentages (in thousands, except percentages):

	Years Ended December 31,				Dollar Change		% Change
	2023		2022		Increase/(Decrease)
	2024		2023		Increase/(Decrease)
Revenues:
Procurement revenue	$	—	$	31,971	$	(31,971)	(100.0)	%
Contract and grant revenue	$	212	$	275	$	(63)	(22.9)	%
Contract and grant revenue	275		942		(667)		(70.8)	%
Licensing revenue	—		49		(49)		(100.0)	%
Licensing revenue	49		536		(487)		(90.9)
Total revenues	212		324		(112)		(34.6)	%
Royalty revenue	—		375		(375)		(100.0)
Total revenues	324		33,824		(33,500)		(99.0)	%
Cost of goods sold	—		447		(447)		(100.0)	%
Gross Profit	324		33,377		(33,053)		(99.0)	%
Operating expenses:
Research and development	6874,~~788~~574		7168,~~631~~788		(25,~~843)~~786		(48.0)4	%
General and administrative	2422,~~601~~205		2224,~~132~~601		(2,~~469~~396)		11(9.27)	%
Total operating expenses	9396,~~389~~779		93,~~763~~389		~~(374)~~3,390		(03.4)6	%
Loss from operations	(9396,~~065~~567)		(6093,~~386~~065)		(323,~~679~~502)		543.18	%
Other income:
Interest income and other, net	108,~~970~~180		210,~~919~~970		8(2,~~051~~790)		~~275~~(25.84)	%
Gain on sale of business, net	—		229,670		(229,670)		(100.0)	%
Net loss	$	(88,387)	$	(82,095)	$	(6,292)	7.7	%
(Loss) income before income taxes	(82,095)		172,203		(254,298)		(147.7)	%
Income tax expense	—		36		(36)		(100.0)	%
Net (loss) income	$	(82,095)	$	172,167	$	(254,262)	(147.7)	%

Contract and Licensing Revenue

For the year ended December 31, 2024, total revenues decreased to $0.2 million compared to $0.3 million for the year ended December 31, 2023.

Research and Development Expenses

For the year ended December 31, 2024, our research and development expenses increased to $74.6 million compared to $68.8 million for the year ended December 31, 2023. The increase of $5.8 million, or 8.4%, was primarily related to the following:

•an increase of $2.4 million in compensation expenses;

•an increase of $2.0 million related to the conduct of the ACTION Phase 3 clinical study; and

•an increase of $1.5 million related to the development of ONC206.

General and Administrative Expenses

For the year ended December 31, 2024, our general and administrative expenses decreased to $22.2 million compared to $24.6 million for the year ended December 31, 2023. The decrease of $2.4 million, or 9.7%, was primarily related to the following:

•a decrease of $5.4 million in compensation expenses, primarily related to non-cash stock compensation expenses; offset by

•an increase of $3.0 million in legal, pre-launch commercial activities and other operational expenses.

Interest Income and Other, Net

For the year ended December 31, 2024, our interest income and other, net was $8.2 million compared to interest income of $11.0 million for the year ended December 31, 2023. The decrease of $2.8 million was largely attributable to a decrease in interest earned on lower cash balances.

Comparison of the Years ended December 31, 2023 and December 31, 2022

The following table summarizes our results of operations for the years ended December 31, 2023 and December 31, 2022, together with the changes in those items in dollars and percentages (in thousands, except for percentages):


	Years Ended December 31,				Dollar Change		% Change
	2023		2022		Increase/(Decrease)
Revenues:
Procurement revenue	$	—	$	31,971	$	(31,971)	(100.0)	%
Contract and grant revenue	275		942		(667)		(70.8)	%
Licensing revenue	49		536		(487)		(90.9)	%
Royalty revenue	—		375		(375)		(100.0)	%
Total revenues	324		33,824		(33,500)		(99.0)	%
Cost of goods sold	—		447		(447)		(100.0)	%
Gross Profit	324		33,377		(33,053)		(99.0)	%
Operating expenses:
Research and development	68,788		71,631		(2,843)		(4.0)	%
General and administrative	24,601		22,132		2,469		11.2	%

Total operating expenses	93,389		93,763		(374)		(0.4)	%
Loss from operations	(93,065)		(60,386)		(32,679)		54.1	%
Other income:

Interest income and other, net	10,970		2,919		8,051		275.8	%
Gain on sale of business, net	—		229,670		(229,670)		(100.0)	%
(Loss) income before income taxes	(82,095)		172,203		(254,298)		(147.7)	%
Income tax expense	—		36		(36)		(100.0)	%
Net (loss) income	$	(82,095)	$	172,167	$	(254,262)	(147.7)	%

Procurement, Contract, Licensing and Royalty Revenue

For the year ended December 31, 2023, total revenues decreased to $0.3 million compared to $33.8 million for the year ended December 31, 2022. The decrease of $33.5 million, or 99.0%, was primarily related to the ~~2022~~ deliveries under the international TEMBEXA procurement agreements.

Cost of Goods Sold

For the year ended December 31, 2023, we did not record any cost of goods sold as compared to December 31, 2022 where we recorded $0.4 million of cost of goods sold attributable to the international TEMBEXA procurement deliveries and the write-off of inventory deemed nonsalable.

Research and Development Expenses

For the year ended December 31, 2023, our research and development expenses decreased to $68.8 million compared to $71.6 million for the year ended December 31, 2022. The decrease of $2.8 million, or 4.0%, was primarily related to the following:

•a decrease of $4.0 million in DSTAT development costs related to the discontinuation of the DSTAT program;

•a decrease of $3.4 in compensation expenses, of which $1.2 million is related to non-cash stock compensation expense;

•a decrease of $1.9 million for the development of our other pipeline products, ONC206, ONC212, and CMX521;

•a decrease of $0.7 million in TEMBEXA expenses as the asset was sold to Emergent in 2022; offset by

•an increase of $6.8 million related to ~~ONC201~~dordaviprone research and development expenses and start-up expenses related to the ACTION Phase 3 study of ~~ONC201~~dordaviprone in patients who harbor the H3 K27M-mutation.

6466

General and Administrative Expenses

For the year ended December 31, 2023, our general and administrative expenses increased to $24.6 million compared to $22.1 million for the year ended December 31, 2022. The increase of $2.5 million, or 11.2%, was primarily related to the following:

•an increase of $3.4 million in non-cash stock compensation expenses primarily related to the one-time recognition of stock option and RSU expense in order to match the grant expense to the service period for the role in which the grants were originally made following the transition of the Company’s then-CEO to Chairman of the Board of Directors; offset by

•a decrease of $0.9 million in legal and other operational expenses primarily related to the Asset Sale with Emergent and international TEMBEXA procurement agreements secured in 2022.

Interest Income and Other, Net

For the year ended December 31, 2023, our interest income and other, net was $11.0 million compared to interest income of $2.9 million for the year ended December 31, 2022. The increase of $8.1 million was largely attributable to the increased cash balance from proceeds received during 2022 related to the Asset Sale with Emergent ~~and international TEMBEXA procurement agreements~~.

Gain on Sale of Business, Net

For the year ended December 31, 2022, we recorded a net gain of $229.7 million related to the sale of the exclusive worldwide rights to brincidofovir, including TEMBEXA and specified related assets to Emergent.

Comparison of the Years ended December 31, 2022 and December 31, 2021

The following table summarizes our results of operations for the years ended December 31, 2022 and December 31, 2021, together with the changes in those items in dollars and percentages (in thousands, except for percentages):

	Years Ended December 31,				Dollar Change		% Change
	2022		2021		Increase/(Decrease)
Revenues:
Procurement revenue	$	31,971	$	—	$	31,971	*
Contract and grant revenue	942		1,928		(986)		(51.1)	%
Licensing revenue	536		51		485		951.0
Royalty revenue	375		—		375		*
Total revenues	33,824		1,979		31,845		1,609.1	%
Cost of goods sold	447		—		447		*
Gross Profit	33,377		1,979		31,398		1,586.6	%
Operating expenses:
Research and development	71,631		73,817		(2,186)		(3.0)	%
General and administrative	22,132		18,672		3,460		18.5	%
Acquired in-process research and development	—		82,890		(82,890)		(100.0)	%
Total operating expenses	93,763		175,379		(81,616)		(46.5)	%
Loss from operations	(60,386)		(173,400)		113,014		(65.2)	%
Other income:
Interest income and other, net	2,919		164		2,755		1,679.9	%
Gain on sale of business, net	229,670		—		229,670		*
(Loss) income before income taxes	172,203		(173,236)		345,439		(199.4)	%
Income tax expense	36		—		36		*
Net (loss) income	$	172,167	$	(173,236)	$	345,403	(199.4)	%

* Not meaningful or not calculable

Procurement, Contract, Licensing and Royalty Revenue

For the year ended December 31, 2022, total revenues increased to $33.8 million compared to $2.0 million for the year ended December 31, 2021. The increase of $31.8 million, or 1,609.1%, was primarily related to the deliveries under the international TEMBEXA procurement agreements.

Cost of Goods Sold

For the year ended December 31, 2022, cost of goods sold increased to $0.4 million and for the year ended December 31, 2021 we did not record any cost of goods sold. The increase of $0.4 million is attributable to the international TEMBEXA procurement deliveries and the write-off of inventory deemed nonsalable.

Research and Development Expenses

For the year ended December 31, 2022, our research and development expenses decreased to $71.6 million compared to $73.8 million for the year ended December 31, 2021. The increase of $2.2 million, or 3.0%, was primarily related to the following:

•an increase of $20.3 million related to ONC201 research and development expenses and start-up expenses related to the ACTION Phase 3 study of ONC201 in patients who harbor the H3 K27M-mutation;

•an increase of $3.0 million in compensation expenses, of which $1.7 million is related to non-cash stock compensation expense and $0.8 million relates to the accrual of severance related expenses;

•an increase of $2.5 million for the development of our other pipeline products, ONC206, ONC212, and CMX521; offset by

•a decrease of $20.0 million related to the success milestone payment to Oncoceutics shareholders upon the achievement of a 20% ORR by BICR of ONC201 paid out in 2021;

•a decrease of $4.8 million in DSTAT development costs related to the discontinuation of the DSTAT program; and

•a decrease of $2.5 million in TEMBEXA expense.

General and Administrative Expenses

For the year ended December 31, 2022, our general and administrative expenses increased to $22.1 million compared to $18.7 million for the year ended December 31, 2021. The increase of $3.5 million, or 18.5%, was primarily related to the following:

•an increase of $1.7 million in compensation expenses, of which $1.4 million is related to non-cash stock compensation expense; and

•an increase of $1.8 million primarily related to legal, and consulting expenses, related to the TEMBEXA transactions.

Acquired In-process Research and Development Expenses

In connection with our acquisition of Oncoceutics in January 2021, we recorded a total of $82.9 million of acquired in-process research and development expenses for the year ended December 31, 2021, which included $82.6 million of in-process research and development assets expensed and $0.3 million of transaction costs. We paid consideration including an upfront payment of $25.0 million to Oncoceutics, $43.4 million related to the fair value of the 8,723,769 shares of common stock issued to Oncoceutics, and a $14.0 million promissory note due on the one-year anniversary of the acquisition.

Interest Income and Other, Net

For the year ended December 31, 2022, our interest income and other, net was $2.9 million compared to interest income of $0.2 million for the year ended December 31, 2021. The decrease of $2.8 million was largely attributable to an increase in interest rates on the increased cash balance from proceeds received during 2022 related to the Asset Sale with Emergent and international TEMBEXA procurement agreements.

Gain on Sale of Business, Net

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2023~~2024, we had capital available to fund operations of approximately $~~204~~140.51 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. We have incurred losses since our inception in 2000 and as of December 31, ~~2023~~2024, we had an accumulated deficit of $~~795~~883.59 million. We may continue to incur losses for the foreseeable future. The size of our losses will depend, in part, on the rate of future expenditures and our ability to generate revenues.

OnCredit August 10, 2020, we entered into an Open Market Sale AgreementSM (Prior Jefferies Sales Agreement) with Jefferies LLC, as agent, pursuant to which we may offer and sell, from time to time through Jefferies, up to $75 million of shares of our common stock. As of August 9, 2023, the Form S-3 shelf registration statement that registered the shares of common stock available for sale under the Prior Jefferies Sales Agreement expired at the end of its three-year term, and is no longer available for use. We have not sold any shares of our common stock under the Prior Jefferies Sales Agreement. On February 29, 2024, we terminated the Prior Jefferies Sales Agreement with Jefferies LLC in connection with a new sales agreement by and between Jefferies and us, as discussed below.Facility

On ~~May~~January 631, ~~2021~~2022, we ~~filed~~entered aninto ~~automatic~~a ~~shelf~~Loan ~~registration~~and ~~statement~~Security onAgreement ~~Form~~(the ~~S-3~~Loan Agreement) with ~~the~~Silicon ~~SEC~~Valley ~~(the~~Bank, ~~2021~~now ~~Shelf~~a ~~Registration~~division ~~Statement)~~of First-Citizens Bank & Trust Company, ~~which~~as ~~was~~the ~~subsequently~~lender ~~amended~~(the inLender). ~~March~~The ~~2022~~Loan toAgreement ~~convert~~was itamended by certain Amendment to aLoan ~~non-automatic~~and ~~shelf~~Security ~~registration~~Agreement ~~statement~~dated ~~that~~as weof ~~are~~November ~~eligible~~21, to2023 ~~use.~~and ~~The~~amended ~~amendment~~and torestated ~~the~~on ~~2021~~December ~~Shelf~~23, ~~Registration~~2024 ~~Statement~~(the toEffective ~~convert~~Date) towith athe ~~non-automatic~~Lender ~~shelf~~(the ~~registration~~A&R ~~statement~~Loan Agreement). ~~This~~The ~~registration~~A&R ~~statement~~Loan ~~enables~~Agreement usprovides tofor ~~offer~~a ~~for~~term ~~sale,~~loan ~~from~~facility ~~time~~(the toCredit ~~time,~~Facility) in ~~one~~an oraggregate ~~more~~principal ~~offerings,~~amount of up to $~~250~~ 30.0 million available in two tranches (the ~~aggregate,~~Term Loans). Tranche A of ~~common~~$20.0 million ~~stock,~~is ~~preferred~~available ~~stock,~~at ~~debt~~closing ~~securities,~~through ~~warrants~~February 28, ~~rights~~2026 ~~and/or~~in ~~units,~~minimum ~~and~~increments ~~will~~of ~~remain~~$10.0 million. inTranche ~~effect~~B ~~for~~of up$10.0 million tois ~~three~~available ~~years~~upon Lender’s credit approval through February 28, 2027. Proceeds from the ~~date~~Credit itFacility ~~initially~~may ~~became~~be ~~effective~~used for working capital and general corporate purposes. We have no obligation to draw down any amount under the Credit Facility, and have not ~~sold~~drawn down any ~~shares~~amount as of December 31, 2024. See Note 1 to our ~~securities~~Consolidated ~~under~~Financial ~~the~~Statements ~~2021~~included ~~Shelf~~in ~~Registration~~this ~~Statement~~Annual Report for information.

~~On January 31, 2022, we entered into a Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank, now a division of First~~At-~~Citizens Bank & Trust Company, as~~ the ~~lender (the Lender). The Loan Agreement provides for a four~~-~~year~~Market secured revolving loan facility (the Credit Facility) in an aggregate principal amount of up to $50.0 million. Proceeds from the Credit Facility may be used for working capital and general corporate purposes. We have no obligation to draw down any amount under the Credit Facility, and have not drawn down any amount as of December 31, 2023. In September 2022, in connection with the Asset Sale, the Lender and the Company agreed to suspend the availability of future advances under the Loan Agreement until such time the parties mutually agree to amend the Loan Agreement to, among other things, adjust the borrowing base and reset the covenants. On November 21, 2023 the Loan Agreement was amended to, among other things, reinstate the availability of advances.Offering

On February 29, 2024, we entered into an Open Market Sale AgreementSM (Jefferies Sales Agreement) with Jefferies LLC, as agent, pursuant to which we may offer and sell, from time to time through Jefferies, up to $75 million of shares of our common stock. On the same day, we ~~will~~filed ~~file~~ a shelf registration statement on Form S-3 with the SEC, which contains a base prospectus, covering up to a total aggregate offering price of $250 million of our common stock, preferred stock, debt securities and warrants to purchase any of such securities, and a sales agreement prospectus, covering the offering, issuance and sale of up to a maximum aggregate offering price of $75 million of our common stock that may be issued and sold from time to time under the Jefferies Sales Agreement. The $75 million of shares that may be issued and sold from time to time under the Jefferies Sales Agreement is included in the $250 million of securities that may be offered, issued and sold by us pursuant to our shelf registration statement. As of December 31, 2024, the Company had sold an aggregate of 2.3 million shares of common stock at a weighted average price per share of $3.16 for $6.9 million of proceeds net of commissions.

We cannot assure that adequate funding will be available on terms acceptable to us, if at all. Any additional equity financings will be dilutive to our stockholders and any additional debt may involve operating covenants that may restrict our business. If adequate funds are not available through these means, we may be required to curtail significantly one or more of our research or development programs, and any launch and other commercialization expenses for any of our products that may receive marketing approval. We cannot assure you that we will successfully develop or commercialize our products under development or that our products, if successfully developed, will generate revenues sufficient to enable us to earn a profit.

We believe that our existing cash, cash equivalents, and investments will enable us to fund our current operating expenses and capital requirements for at least the next 12 months. However, changing circumstances beyond our control may cause us to consume capital more rapidly than we currently anticipate.

adequate funds are not available through these means, we may be required to curtail significantly one or more of our research or development programs, and any launch and other commercialization expenses for any of our products that may receive marketing approval. We cannot assure you that we will successfully develop or commercialize our products under development or that our products, if successfully developed, will generate revenues sufficient to enable us to earn a profit.

We believe that our existing cash, cash equivalents, and investments will enable us to fund our current operating expenses and capital requirements for at least the next 12 months. However, changing circumstances may cause us to consume capital more rapidly than we currently anticipate.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods (in thousands):

	Years Ended December 31,
Cash sources and uses:	~~2023~~2024		~~2022~~2023		~~2021~~2022
Net cash used in operating activities	$	(6974,~~088~~977)	$	(4669,~~867~~088)	$	(9946,~~930~~867)
Net cash provided by (used in) investing activities	7071,~~599~~316		70,~~037~~599		~~(44~~70,~~091)~~037
Net cash provided by (used in) financing activities	~~308~~7,049		~~(12,725)~~308		~~112~~(12,~~429~~725)
Net increase (decrease) in cash and cash equivalents	$	1,819	$	10,445	$	(31,592)
Net increase in cash and cash equivalents	$	3,388	$	1,819	$	10,445

Operating Activities

Net cash used in operating activities of $6975.10 million for the year ended December 31, ~~2023~~2024 was primarily the result of our net loss of $8288.14 million offset by the change in operating asset and liabilities and add-back of non-cash adjustments. The change in operating assets and liabilities includes aan ~~decrease~~increase in ~~prepaid~~accounts ~~expenses~~payable and ~~other~~accrued ~~assets~~liabilities of $35.45 million and a decrease in ~~accounts~~prepaid ~~receivable~~expenses and other assets of $12.0 million, offset by aan ~~decrease~~increase in accounts ~~payable~~receivable ~~and accrued liabilities~~ of $20.1 million. Non-cash adjustments included an add-back of $179.5 million for stock-based compensation, $0.23 million for amortization of debt issuance costs and $0.1 million of depreciation of property and equipment, offset by $73.08 million of amortization of discount/premium on investments.

Net cash used in operating activities of $69.1 million for the year ended December 31, 2023 was primarily the result of our net loss of $82.1 million offset by the change in operating assets and liabilities and the add-back of non-cash expenses. The change in operating assets and liabilities includes a decrease in prepaid expenses and other assets of $3.4 million and a decrease in accounts receivable of $1.0 million, offset by a decrease in accounts payable and accrued liabilities of $2.1 million. Non-cash expenses included an add-back of $17.5 million for stock-based compensation, $0.2 million for amortization of debt issuance costs and $0.1 million of depreciation of property and equipment, offset by $7.0 million of amortization of discount/premium on investments.

Net cash used in operating activities of $46.9 million for the year ended December 31, 2022 was primarily the result of our net income of $172.2 million offset by the change in operating assets and liabilities and the add-back of non-cash expenses. The change in operating assets and liabilities includes an increase in prepaid expenses and other assets of $5.4 million, an increase in inventories of $2.5 million and an increase of $1.0 million in accounts receivable, offset by a decrease in accounts payable and accrued liabilities of $5.5 million. Non-cash adjustments included an adjustment of $229.7 million for the gain on the sale of TEMBEXA and $1.6 million of amortization of discount/premium on investments, offset by the add-backs of $15.3 million for stock-based compensation, $0.2 million for amortization of debt issuance costs and $0.1 million of depreciation of property and equipment.

Net cash used in operating activities of $99.9 million for the year ended December 31, 2021 was primarily the result of our $173.2 million net loss offset by the change in operating assets and liabilities and the add-back of non-cash expenses. The change in operating assets and liabilities includes an increase in accounts payable and accrued liabilities of $7.1 million and a decrease of $0.3 million in accounts receivable offset by an increase in inventories of $2.8 million and an increase in prepaid expenses and other assets of $2.4 million. Non-cash expenses included add-backs of $43.4 million for the fair value of common stock issued in relation to the Oncoceutics acquisition, $14.0 million for the note payable due on the one-year anniversary of the Oncoceutics acquisition, $12.3 million for stock-based compensation, $0.8 million of amortization of discount/premium on investments, $0.3 million for lease-related amortization and $0.2 million of depreciation of property and equipment.

Investing Activities

Net cash provided by investing activities of $7071.63 million during the year ended December 31, ~~2023~~2024 was primarily the result of the ~~maturity~~redemptions/maturities of $~~199~~185.25 million in short-term investments, ~~offset~~the bysale ~~purchases~~of short-term investments of $906.0 million, the redemption of ~~short~~long-term investments of $5.2 million, and the ~~purchase~~sale of long-term investments of $~~38.~~5.9 million, offset by purchases of $69.8 million of short-term investments, purchases of $61.1 million of long-term investments, and purchases of property and equipment of $0.3 million. Net cash provided by investing activities of $70.06 million during the year ended December 31, ~~2022~~2023 was primarily the result of ~~$234.0 million of proceeds from~~ the ~~sale of TEMBEXA, the~~ maturity of $69199.52 million in short-term investments ~~and the sale of $7.7 million of short-term investments~~, offset by ~~the~~ purchases of $~~183~~90.20 million of short-term investments and the purchase of $5738.85 million of long-term investments. Net cash ~~used~~provided by investing activities of $4470.10 million during the year ended December 31, ~~2021~~2022 was primarily the result of ~~purchases~~$234.0 million of ~~short-term~~proceeds ~~and~~from ~~long-term~~the ~~investments,~~sale ~~offset by maturities and sales~~ of ~~short-term investments.~~

Financing Activities

Net cash provided by financing activities of $0.3 million for the year ended December 31, 2023 was primarily the result of $0.5 million from purchases under the ESPP, partially offset by the payment of $0.2 million of debt issuance costs. Net cash used by financing activities of $12.7 million for the year ended December 31, 2022 was primarily the result of the $14.0 million payment of the note payable related to the Oncoceutics acquisition and the payment of $0.2 million of debt issuance costs, partially offset by $1.5 million from the exercise of stock options and purchases under the ESPP. Net cash provided by financing activities of $112.4 million for the year ended December 31, 2021 was primarily the result of $107.8 million in

~~proceeds~~TEMBEXA, ~~from~~ the ~~issuance~~maturity of ~~common~~$69.5 ~~stock~~million of short-term investments and the sale of $47.67 million ~~from~~of short-term investments, offset by the ~~exercise~~purchases of ~~stock~~$183.2 ~~options~~million ~~and~~of ~~purchases~~short-term ~~under~~investments and the ~~ESPP~~purchase of $57.8 million long-term investments.

Financing Activities

Net cash provided by financing activities of $7.0 million for the year ended December 31, 2024 was primarily the result of proceeds of $6.8 million from the issuance of common stock and $0.6 million from purchases under the ESPP, partially offset by the payment of $0.4 million of debt issuance costs. Net cash provided by financing activities of $0.3 million for the year ended December 31, 2023 was primarily the result of $0.5 million from purchases under the ESPP, partially offset by the payment of $0.2 million of debt issuance costs. Net cash used by financing activities of $12.7 million for the year ended December 31, 2022 was primarily the result of the $14.0 million payment of the note payable related to the Oncoceutics acquisition and the payment of $0.2 million of debt issuance costs, partially offset by $1.5 million from the exercise of stock options and purchases under the ESPP.

Future Funding Requirements

To date, we have generated modest, non-recurring revenue from product sales. Since inception, other than 2022 which included product sales, all of our revenue to date derived from government grants and a contract and the receipt of up-front proceeds under our collaboration and license agreements.

We do not know when, or if, we will generate any additional revenue from product sales or receive royalties from our partners' product sales. We do not expect to generate significant revenue from product sales unless and until we commercialize ~~ONC201~~dordaviprone or any of our other product candidates. At the same time, we expect our expenses to increase in connection with our ongoing development activities, particularly as we continue the research, development and clinical trials of, and seek regulatory approval for, our product candidates. Furthermore, subject to obtaining regulatory approval of any of our product candidates, we expect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. We anticipate that we will need substantial additional funding in connection with our continuing operations. Based upon our current operating plan, we believe that our existing cash, cash equivalents and short-term investments, will enable us to fund our operating expenses and capital requirements for at least the next 12 months. We have based our estimates on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures necessary to complete the development of our product candidates.

Until such time, if ever, as we can generate substantial revenue from product sales, we expect to finance our cash needs through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements, or other collaborations, strategic alliances or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through government or other third-party funding, marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us.

MATERIAL CASH REQUIREMENTS

Leases. See Note 4 of Notes to Consolidated Financial Statements included in this Annual Report ~~on Form 10-K~~ for information, including the future operating lease minimum payments.

In addition to the amounts set forth above, we have payment obligations under license agreements that are contingent upon future events such as our achievement of specified development, regulatory and commercial milestones. We will be required to make additional payments when certain milestones are achieved, and we are obligated to pay royalties based on future product sales. As of December 31, ~~2023~~2024, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales. In connection with the development and commercialization of ONC201, ONC206 and ONC212, in addition to royalties on product sales, we could be required to pay former Oncoceutics securityholders up to an aggregate of $340.0 million in remaining milestone payments, assuming the achievement of all remaining applicable milestone events under the merger agreement.

Additionally, we enter into contracts in the normal course of business with CROs for clinical trials and clinical supply manufacturing and with vendors for preclinical research studies and other services and products for operating purposes, which generally provide for termination or cancellation within 30 days of notice. We also have agreements with our executive officers that require the funding of specific payments, if certain events occur, such as a change in control or the termination of employment without cause.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 10.0% change in interest rates would not have a material effect on the fair market value of our portfolio. Accordingly, we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our investment portfolio.

We do not believe that our cash, cash equivalents and available-for-sale investments have significant risk of default or illiquidity. While we believe our cash and cash equivalents and available-for-sale investments do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.

Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations for the years ended December 31, ~~2023~~2024 or ~~2022~~2023.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			72
Consolidated Balance Sheets as of December 31, 2023 and 2022			74
Consolidated Balance Sheets as of December 31, 2024 and 2023			74
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021			75
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022			75
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023, 2022 and 2021			76
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024, 2023 and 2022			76
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021			77
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			77
Notes to Consolidated Financial Statements			78

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Chimerix, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Chimerix, Inc. (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations and comprehensive ~~income~~ (loss) income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Accrued Research and Development Expenses

Description of the Matter			As discussed in Note 1 to the consolidated financial statements, within total accrued liabilities the Company has recorded $79.63 million of accrued research and development expenses, which includes costs resulting from its obligation under contracts with vendors and consultants and clinical site agreements in connection with its research and development efforts. As the financial terms of these contracts vary by contract and may result in payment flows that do not match the periods over which materials or services are provided, the Company develops estimates to match expenses with the period in which services and efforts are expended. The Company ~~determines~~also ~~the~~considers accrual ~~based~~estimates onthrough discussions with applicable personnel and outside service providers as to the progress or state of communication of clinical trials, or other services completed. The Company accounts for these expenses according to the progress of its research and development efforts.Auditing the Company’s accrued research and development expenses involves judgment because the timing of vendor invoicing differs from the services actually provided.
How We Addressed the Matter in Our Audit			To evaluate the accrued research and development expenses, our audit procedures included, among others, inspecting the Company’s contracts with the research and development related vendors (including pending change orders) and evaluating the underlying data used in the estimate of the services provided. We also corroborated the progress of research and development related activities through inquiry with the Company’s project managers and with information obtained directly from third party vendors, as well as tested invoices received from vendors subsequent to the balance sheet date.


/s/ Ernst & Young LLP

We have served as the Company's auditor since 2008.

Raleigh, NCNorth Carolina

~~February~~March 2921, ~~2024~~2025

CHIMERIX, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	December 31,
	2023		2022
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	2731,~~661~~049	$	2527,~~842~~661
Short-term investments, available-for-sale	~~155~~100,~~174~~594		~~191~~155,~~492~~174
Accounts receivable	457		~~1,040~~4
Prepaid expenses and other current assets	64,~~271~~251		96,~~764~~271
Total current assets	~~189~~135,~~110~~951		~~228~~189,~~138~~110
Long-term investments	218,~~657~~475		4821,~~626~~657
Property and equipment, net of accumulated depreciation	~~224~~417		~~227~~224
Operating lease right-of-use assets	~~1,482~~951		1,~~964~~482
Other long-term assets	~~301~~214		~~386~~301
Total assets	$	~~212~~146,~~774~~008	$	~~279~~212,~~341~~774
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	23,~~851~~938	$	32,~~034~~851
Accrued liabilities	1519,~~592~~933		1715,~~381~~592
Total current liabilities	1823,~~443~~871		2018,~~415~~443
Line of credit commitment fee	~~125~~—		~~250~~125
Lease-related obligations	~~1,177~~458		1,~~819~~177
Total liabilities	1924,~~745~~329		2219,~~484~~745
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding as of December 31, 2023 and 2022	—		—
Preferred stock, $0.001 par value, 10,000,000 shares authorized at December 31, 2024 and 2023; no shares issued and outstanding as of December 31, 2024 and 2023	—		—
Common stock, $0.001 par value; 200,000,000 shares authorized at December 31, 2023 and 2022; 88,929,300 and 88,054,127 shares issued and outstanding at December 31, 2023 and 2022, respectively	89		88
Common stock, $0.001 par value; 200,000,000 shares authorized at December 31, 2024 and 2023; 92,209,175 and 88,929,300 shares issued and outstanding at December 31, 2024 and 2023, respectively	92		89
Additional paid-in capital	~~988~~1,~~457~~005,475		~~970~~988,~~535~~457
Accumulated other comprehensive gain (loss), net	7		(337)
Accumulated other comprehensive gain, net	23		7
Accumulated deficit	(~~795~~883,~~524~~911)		(~~713~~795,~~429~~524)
Total stockholders’ equity	~~193~~121,~~029~~679		~~256~~193,~~857~~029
Total liabilities and stockholders’ equity	$	~~212~~146,~~774~~008	$	~~279~~212,~~341~~774

The accompanying notes are an integral part of the consolidated financial statements.

CHIMERIX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME~~ (LOSS) INCOME

(in thousands, except share and per share data)

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Revenues:
Procurement revenue	$	—	$	~~31,971~~—	$	—31,971
Contract and grant revenue	~~275~~212		~~942~~275		~~1,928~~942
Licensing revenue	49—		~~536~~49		51536
Royalty revenue	—		~~375~~—		—375
Total revenues	~~324~~212		~~33,824~~324		133,~~979~~824
Cost of goods sold	—		~~447~~—		—447
Gross Profit	~~324~~212		~~33,377~~324		133,~~979~~377
Operating expenses:
Research and development	6874,~~788~~574		7168,~~631~~788		7371,~~817~~631
General and administrative	2422,~~601~~205		2224,~~132~~601		1822,~~672~~132
Acquired in-process research and development	—		—		82,890
Total operating expenses	96,779		93,389		93,763
Total operating expenses	93,389		93,763		175,379
Loss from operations	(96,567)		(93,065)		(60,386)
Loss from operations	(93,065)		(60,386)		(173,400)
Other income:
Interest income and other, net	108,~~970~~180		210,~~919~~970		~~164~~2,919
Gain on sale of business, net	—		~~229,670~~—		—229,670
(Loss) income before income taxes	(8288,~~095~~387)		~~172~~(82,~~203~~095)		~~(173~~172,~~236)~~203
Income tax expense	—		36—		—36
Net (loss) income	(8288,~~095~~387)		~~172~~(82,~~167~~095)		~~(173~~172,~~236)~~167
Other comprehensive income (loss):
Unrealized gain (loss) on debt investments, net	~~344~~16		~~(316)~~344		(21316)
Comprehensive (loss) income	$	(8188,~~751~~371)	$	~~171~~(81,~~851~~751)	$	~~(173~~171,~~257)~~851
Per share information:
Net (loss) income, basic	$	(0.9399)	$	1(0.9793)	$	(21.~~04)~~97
Net (loss) income, diluted	$	(0.9399)	$	1(0.9493)	$	(21.~~04)~~94
Weighted-average shares outstanding, basic	8889,~~604~~699,~~026~~074		8788,~~555~~604,~~110~~026		8487,~~930~~555,~~255~~110
Weighted-average shares outstanding, diluted	8889,~~604~~699,~~026~~074		88,~~776~~604,~~147~~026		8488,~~930~~776,~~255~~147

The accompanying notes are an integral part of the consolidated financial statements.

CHIMERIX, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY ~~(DEFICIT)~~

(in thousands, except share data)

	Common Stock
	Shares	Amount		AdditionalPaid-in Capital		Accumulated OtherComprehensiveGain (Loss)		AccumulatedDeficit		Total Stockholders’Equity ~~(Deficit)~~
Balance, December 31, 2020	62,816,039	$	63	$	785,673	$	—	$	(712,360)	$	73,376
Share-based compensation	—	—		12,260		—		—		$	12,260
Exercise of stock options	841,775	1		3,830		—		—		$	3,831
Employee stock purchase plan purchases	542,931	1		754		—		—		$	755
RSU stock issuance	430,002	—		—		—		—		$	—
Issuance of common stock related to asset acquisition	8,723,769	9		43,436		—		—		$	43,445
Issuance of common stock, net of issuance costs	13,529,750	13		107,829		—		—		$	107,842
Comprehensive loss:
Unrealized loss on investments, net	—	—		—		(21)		—		$	(21)
Net loss	—	—		—		—		(173,236)		$	(173,236)
Total comprehensive loss										(173,257)
Balance, December 31, 2021	86,884,266	$	87	$	953,782	$	(21)	$	(885,596)	$	68,252
Share-based compensation	—	—		15,285		—		—		$	15,285
Exercise of stock options	271,079	—		608		—		—		$	608
Employee stock purchase plan purchases	535,255	1		860		—		—		$	861
RSU stock issuance	363,527	—		—		—		—		$	—
Comprehensive income (loss):
Comprehensive loss:
Unrealized loss on investments, net	—	—		—		(316)		—		$	(316)
Net income	—	—		—		—		172,167		$	172,167
Total comprehensive income										~~171,851~~$	171,851
Balance, December 31, 2022	88,054,127	$	88	$	970,535	$	(337)	$	(713,429)	$	256,857
Share-based compensation	—	—		17,457		—		—		$	17,457
Employee stock purchase plan purchases	429,233	1		465		—		—		$	466
RSU stock issuance	445,940	—		—		—		—		$	—
Comprehensive income (loss):
Comprehensive income:
Unrealized gain on investments, net	—	—		—		344		—		$	344
Net loss	—	—		—		—		(82,095)		$	(82,095)
Total comprehensive loss										$	(81,751)
Balance, December 31, 2023	88,929,300	$	89	$	988,457	$	7	$	(795,524)	$	193,029
Share-based compensation	—	—		9,482		—		—		$	9,482
Exercise of stock options	8,592	—		14		—		—		$	14
Employee stock purchase plan purchases	716,964	1		599		—		—		$	600
RSU stock issuance	287,306	—		—		—		—		$	—
Issuance of Warrants	—	—		91		—		—		$	91
Issuance of common stock, net of issuance costs	2,267,013	2		6,832		—		—		$	6,834
Comprehensive income:
Unrealized gain on investments, net	—	—		—		16		—		$	16
Net loss	—	—		—		—		(88,387)		$	(88,387)
Total comprehensive loss										$	(88,371)
Balance, December 31, 2024	92,209,175	$	92	$	1,005,475	$	23	$	(883,911)	$	121,679

The accompanying notes are an integral part of the consolidated financial statements.

CHIMERIX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Cash flows from operating activities:
Net income (loss)	$	(82,095)	$	172,167	$	(173,236)
Net (loss) income	$	(88,387)	$	(82,095)	$	172,167
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation of property and equipment	9194		9891		~~167~~98
Amortization of debt issuance costs	~~183~~336		~~233~~183		—233
Amortization of discount/premium on investments	(73,~~049~~808)		(17,~~566~~049)		~~846~~(1,566)
Share-based compensation	179,~~457~~482		1517,~~285~~457		1215,~~260~~285
Fair value of common stock issued related to asset acquisition	—		—		43,445
Gain on sale of TEMBEXA	—		—		(229,670)
Note payable related to asset acquisition	—		—		14,000
Gain on sale of equipment	—		(8)		—
Gain on sale of TEMBEXA	—		(229,670)		—
Gain on sale/redemption of investments	(17)		—		(1)
Gain on sale of equipment	(8)		—		—
Lease-related amortization	(113)		(90)		9
Gain on sale of investments	—		(1)		(2)
Lease-related amortization	(90)		9		301
Changes in operating assets and liabilities:
Accounts receivable	~~1,036~~(53)		(1,~~040)~~036		~~340~~(1,040)
Inventories	—		~~(2,467)~~—		(2,~~760~~467)
Prepaid expenses and other assets	31,~~440~~996		(53,~~419)~~440		(25,~~352~~419)
Accounts payable and accrued liabilities	(25,~~053)~~493		5(2,~~504~~053)		75,~~061~~504
Net cash used in operating activities	(6974,~~088~~977)		(4669,~~867~~088)		(9946,~~930~~867)
Cash flows from investing activities:
Purchases of property and equipment	(89287)		(7189)		(~~207~~71)
Purchases of short-term investments	(8969,~~982~~830)		(~~183~~89,~~245~~982)		(~~105~~183,~~355~~245)
Purchases of long-term investments	(3861,~~518~~091)		(5738,~~810~~518)		(957,~~594~~810)
Proceeds from sales of short-term investments	—5,957		~~7,699~~—		47,~~207~~699
Proceeds from maturities of short-term investments	199,180		69,480		66,858
Proceeds from redemptions/maturities of short-term investments	185,507		199,180		69,480
Proceeds from sale of TEMBEXA	—		233,984		—
Proceeds from sales of long-term investments	5,885		—		—
Proceeds from sale of property and equipment	8		—		—
Proceeds from redemptions of long-term investments	5,175		—		—
Net cash provided by (used in) investing activities	70,599		70,037		(44,091)
Proceeds from sale of TEMBEXA	—		—		233,984
Proceeds from sale of property and equipment	—		8		—
Net cash provided by investing activities	71,316		70,599		70,037
Cash flows from financing activities:
Proceeds from exercise of stock options	—14		~~608~~—		~~3,831~~608
Proceeds from employee stock purchase plan	~~465~~600		~~860~~465		~~755~~860
Proceeds from issuance of common stock, net of commissions	—6,835		—		~~107,843~~—
Payments of debt issuance costs	(~~157~~400)		(~~193~~157)		—(193)
Payment of note payable	—		~~(14,000)~~—		—(14,000)
Net cash provided by (used in) financing activities	~~308~~7,049		~~(12,725)~~308		~~112~~(12,~~429~~725)
Net increase (decrease) in cash and cash equivalents	1,819		10,445		(31,592)
Net increase in cash and cash equivalents	3,388		1,819		10,445
Cash and cash equivalents:
Beginning of period	2527,~~842~~661		1525,~~397~~842		4615,~~989~~397
End of period	$	2731,~~661~~049	$	2527,~~842~~661	$	1525,~~397~~842
Supplemental disclosure of cash flow information
Non-cash issuance of stock purchase warrant	$	91	$	—	$	—

The accompanying notes are an integral part of the consolidated financial statements.

CHIMERIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. The Business and Summary of Significant Accounting Policies

Description of Business

Basis of Presentation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of the Company’s consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Although these estimates are based on knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers any highly liquid instrument with an original maturity of three months or less at acquisition to be a cash equivalent. Cash equivalents consist of money market funds.

Investments

Investments consist primarily of commercial paper, corporate bonds, and U.S. Treasury securities. The Company invests in high-credit quality investments in accordance with its investment policy which minimizes the probability of loss.

The Company periodically reviews available-for-sale debt securities for other-than-temporary declines in fair value below the cost basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates, among other things, the duration and extent to which the fair value of a security is less than its cost; the financial condition of the issuer and any changes thereto; and the Company’s intent to sell, or whether it will more likely than not be required to sell, the security before recovery of its amortized cost basis. The Company does not intend to sell, and is not likely to be required to sell, the available-for-sale debt securities in an unrealized loss position before recovery of the amortized cost bases of the debt securities, which may be maturity. Any such declines in value judged to be other-than-temporary on available-for-sale debt securities are reported in other-than-temporary impairment of investment.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, short-term investments, and long-term investments. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets.

Accounts Receivable

Accounts receivable at December 31, ~~2023~~2024 consisted of amounts billed under the Company’s transition services agreement with Emergent. The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance based on its history of collections and write-offs and the current status of all receivables. The Company does not accrue interest on trade receivables. If accounts become uncollectible, they will be written off through a charge to the allowance for doubtful accounts. The Company has not recorded a charge to allowance for doubtful accounts as management believes all receivables are fully collectible.

Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of such instruments.

For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data are based primarily upon estimates and are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, fair value measurements cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the calculated current or future fair values. The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The determination of where an asset or liability falls in the hierarchy requires significant judgment. These levels are:

•Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2 — Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and models for which all significant inputs are observable, either directly or indirectly.

•Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

There was no material re-measurement to fair value of financial assets and liabilities that are not measured at fair value on a recurring basis. For additional information regarding the Company’s investments, please refer to Note 2, "Investments."

Below is a table that presents information about certain assets measured at fair value on a recurring basis (in thousands):


			Fair Value Measurements
			December 31, 2024
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents
Money market funds	$	3,554	$	3,554	$	—	$	—



Total cash equivalents	3,554		3,554		—		—
Short-term investments

U.S. Treasury securities	45,500		32,191		13,309		—

Commercial paper	21,253		—		21,253		—
Corporate bonds	33,841		—		33,841		—
Total short-term investments	100,594		32,191		68,403		—
Long-term investments

U.S. Treasury securities	8,475		—		8,475		—
Total long-term investments	8,475		—		8,475		—
Total assets	$	112,623	$	35,745	$	76,878	$	—


			Fair Value Measurements
			December 31, 2023
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents
Money market funds	$	24,102	$	24,102	$	—	$	—




Total cash equivalents	24,102		24,102		—		—
Short-term investments

U.S. Treasury securities	99,779		40,336		59,443		—

Commercial paper	44,319		—		44,319		—
Corporate bonds	11,076		—		11,076		—
Total short-term investments	155,174		40,336		114,838		—
Long-term investments

U.S. Treasury securities	21,657		3,975		17,682		—

Total long-term investments	21,657		3,975		17,682		—
Total assets	$	200,933	$	68,413	$	132,520	$	—

			Fair Value Measurements
			December 31, 2022
	Total		Quoted Prices inActive Marketsfor Identical Assets(Level 1)		Significant OtherObservable Inputs(Level 2)		SignificantUnobservable Inputs(Level 3)
Cash equivalents
Money market funds	$	17,826	$	17,826	$	—	$	—
Commercial paper	4,998		—		4,998		—
Total cash equivalents	22,824		17,826		4,998		—
Short-term investments
U.S. Treasury securities	38,094		25,271		12,823		—
Commercial paper	127,517		—		127,517		—
Corporate bonds	25,881		—		25,881		—
Total short-term investments	191,492		25,271		166,221		—
Long-term investments
U.S. Treasury securities	48,626		11,685		36,941		—
Total long-term investments	48,626		11,685		36,941		—
Total assets	$	262,942	$	54,782	$	208,160	$	—

Inventories

TEMBEXA® and specified related assets (the Asset Sale). On September 26, 2022, we closed the Asset Sale with Emergent Biodefense Operations Lansing LLC (Emergent), an affiliate of Emergent BioSolutions.

The Company valued its inventories at the lower of cost or estimated net realizable value. The Company determined the cost of its inventories, which included amounts related to materials, manufacturing costs, shipping and handling costs on a first-in, first-out (FIFO) basis. Work-in-process included all inventory costs prior to packaging and labelling, including raw material, active product ingredient, and drug product. Finished goods included packaged and labelled products. Title to all inventory was transferred to Emergent upon the close of the Asset Sale.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	December 31,
	2023		2022
	2024		2023
Prepaid research and development expenses	$	1,~~815~~264	$	31,~~399~~815
Interest receivable	~~1,136~~755		~~643~~1,136
Prepaid insurance	~~431~~391		~~564~~431
Other prepaid expenses and current assets	21,~~889~~841		52,~~158~~889
Total prepaid expenses and other current assets	$	64,~~271~~251	$	96,~~764~~271

Employee Retention Credit

Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) passed by the United States Congress and signed by the President, the Company is eligible for a refundable employee retention credit subject to certain criteria. The Company recognized a $2.0 million employee retention credit during twelve months ended December 31, 2022 related to labor costs recognized during 2020 and 2021, which is recorded in prepaid expenses and other current assets. For the twelve months ended December 31, 2022, $1.5 million is recorded as a reduction to research and development expenses and $0.5 million is recorded as a reduction to general and administrative expenses. The Company has filed for refunds and as of December 31, 2024 and 2023, the ~~employee~~Company ~~retention~~has ~~credits~~an ~~and~~receivable asbalance of ~~the~~$0.2 million ~~date~~and of$2.0 million, ~~this~~respectively, ~~Annual~~recorded ~~Report~~to onprepaid ~~Form~~expenses ~~10-K,~~and itother ~~has~~current ~~received~~assets ~~$27,000~~on ofthe ~~refunds~~Consolidated ~~and~~Balance Sheets. Additionally, the Company cannot reasonably estimate when it will receive any or all of the remaining refunds.

Deferred Loan Costs and Detachable Warrant

On January 31, 2022 ~~(the Effective Date)~~, the Company entered into a Loan and Security Agreement ~~(the Loan Agreement)~~, by and between the Company, as borrower, and Silicon Valley Bank, as the lender ~~(the Lender)~~. The Loan Agreement provides for a four-year secured revolving loan facility (the Credit Facility) in an aggregate principal amount of up to $50.0 million. Proceeds from the Credit Facility may be used for working capital and general corporate purposes. The Company has no obligation to draw down any amount under the Credit Facility, and has not drawn down any amount as of December 31, 2023.

InOn ~~September~~November ~~2022~~21, ~~in connection with the Asset Sale~~2023, the ~~Lender~~Company ~~and~~entered ~~the~~into ~~Company~~certain ~~agreed~~Amendment to ~~suspend~~ the ~~availability~~Loan ofAgreement, ~~future~~which ~~advances~~extended ~~under~~ the ~~Loan~~term ~~Agreement~~to ~~until~~September ~~such~~30, ~~time~~2026 and increased the ~~parties~~unused ~~mutually~~line ~~agree~~fee to ~~amend~~0.35% ~~the~~per ~~Loan~~annum ~~Agreement~~on ~~to,~~the ~~among~~unused ~~other~~portion ~~things,~~of ~~adjust~~ the ~~borrowing~~Credit ~~base~~Facility, ~~and~~payable ~~reset~~quarterly ~~the~~in ~~covenants~~arrears.

On ~~November~~December 2123, ~~2023~~2024 (the Effective Date), the Company entered into ~~the~~an ~~First~~Amended ~~Amendment~~and toRestated Loan and Security Agreement (the A&R Loan Agreement), ~~which~~by ~~extended~~and between the ~~term~~Company, toas ~~September~~borrower, 30and SVB, ~~2026~~a ~~and~~division ~~increased~~of ~~the~~First-Citizens ~~unused~~Bank ~~line~~& ~~fee~~Trust toCompany, 0as the lender (the Lender).~~35%~~ ~~per~~The ~~annum~~A&R onLoan ~~the~~Agreement ~~unused~~amends ~~portion~~and restates in its entirety that certain Loan and Security Agreement dated as of ~~the~~January ~~Credit~~31, ~~Facility~~2022, ~~payable~~as ~~quarterly~~amended inby ~~arrears~~that certain Amendment to Loan and Security Agreement dated as of November 21, 2023 by and between the Company and Lender.

~~Borrowings~~The ~~under~~A&R Loan Agreement provides for a term loan facility (the ~~Credit~~Loan Facility) ~~accrue~~in ~~interest~~an ataggregate aprincipal ~~floating~~amount ~~per~~of ~~annum~~up ~~rate~~to of$30.0 million ~~the~~available ~~greater~~in oftwo tranches (ithe Term Loans). 1Tranche A of $20.~~50%~~0 million ~~above~~is ~~the~~available ~~Prime~~at ~~Rate~~closing ~~(as~~through ~~defined~~February ~~below)~~28, ~~and~~2026 ~~(ii)~~in 4minimum increments of $10.~~75%~~0 million. ~~Prime~~Tranche ~~Rate~~B of $10.0 million is ~~defined~~available asupon Lender’s credit approval through February 28, 2027. Proceeds from the ~~rate~~Loan ofFacility ~~interest~~may ~~per~~be ~~annum~~used ~~published~~for inworking ~~The~~capital ~~Wall~~and ~~Street~~general corporate purposes.

The Term Loans are interest-only through March 1, 2026, which may be extended to March 1, 2027 if certain criteria are met. Following the end of the interest-only period the Term Loans are repayable in equal monthly installments through August 1, 2028 (the Maturity Date), at which time the Loan Facility terminates, and all outstanding Term Loans under the Loan Facility, together with all accrued and unpaid interest, must be repaid.

Borrowings under the Loan Facility accrue interest at a floating per annum rate of the greater of (i) the Prime Rate (as defined below) and (ii) 7.0%. Prime Rate is defined as the rate of interest per annum published in The Wall Street Journal or any successor publication thereto as the “prime rate.” If such rate of interest from The Wall Street Journal becomes unavailable, the “Prime Rate” shall mean the rate of interest per annum announced by the Lender as its prime rate in effect. In each case, in the event such prime rate is less than zero, such rate shall be deemed to be zero for purposes of the A&R Loan Agreement. Upon termination of the Loan Facility, the Company will pay to the lender a final payment of 4.0% of the funded Term Loans under the A&R Loan Agreement. In addition, if the Term Loans are prepaid and the A&R Loan Agreement is terminated prior to the

~~Journal~~Maturity ~~or any successor publication thereto as the “prime rate”. If such rate of interest from The Wall Street Journal becomes unavailable~~Date, the ~~“Prime~~Company ~~Rate”~~will ~~shall~~pay ~~mean the rate of interest per annum announced by the Lender as its prime rate in effect. In each case, in the event such prime rate is less than zero, such rate shall be deemed~~ to ~~be zero for purposes of~~ the ~~Loan~~lender ~~Agreement.~~a ~~The~~prepayment ~~Company must also pay an unused line~~ fee equal to 03.350% ~~per~~if ~~annum~~prepaid ~~on the unused portion of the Credit Facility, payable quarterly~~ in ~~arrears. Upon~~ the ~~termination~~first ~~of the Loan Agreement for any reason prior to the Maturity Date~~year, ~~the Company will be required to pay to the Lender an early termination fee of $0~~2.~~5 million. The Loan Agreement also requires the Company to pay the Lender a non-refundable commitment fee of $~~0~~.5 million,~~% ~~payable~~if prepaid in ~~four equal installments beginning on~~ the ~~Effective~~second ~~Date~~year and ~~each anniversary of the Effective Date thereafter until January 31, 2025~~1. ~~As of December 31, 2023, the Company has recorded current deferred loan costs of $~~0~~.1 million~~% inif prepaid ~~expenses~~thereafter ~~and~~prior ~~other~~to ~~current assets and non-current deferred loan costs of $0.2 million in other long-term assets on~~ the ~~Consolidated~~Maturity ~~Balance Sheets~~Date. AsThe ofprepayment ~~December 31, 2023, the Company has recorded a current loan~~ fee ~~liability~~will ofbe ~~$0.2 million~~waived inif ~~accrued~~the ~~liabilities~~Loan ~~and~~Facility ais ~~non-current~~refinanced ~~loan~~with ~~fee liability of $0~~Lender.~~1 million in line of credit commitment fee on the Consolidated Balance Sheets.~~

In addition, on the Effective Date, in connection with the A&R Loan Agreement, the Company issued a Warrant to Purchase Stock (the Warrant) to the Lender to purchase a maximum of 149,253 shares of the Company’s common stock, par value $0.001 per share, with an exercise price (the Exercise Price) equal to $2.68 per share. Of such maximum number of shares, the Warrant may be exercised for up to 37,313 shares beginning on the Effective Date and for up to an additional 111,940 shares at a future time depending on the amount drawn down under the Loan Facility. These detachable warrant instruments qualify for equity classification. The Company calculated the grant date fair value of the exercisable Warrant based on a Black-Scholes model. This amount is recorded to additional paid-in capital and current and non-current deferred loan costs on the Consolidated Balance Sheets.

The Company has no obligation to draw down any amount under the Loan Facility, and has not drawn down any amount as of December 31, 2024.

As of December 31, 2024, the Company has recorded current deferred loan costs of $0.1 million in prepaid expenses and other current assets and non-current deferred loan costs of $0.1 million in other long-term assets on the Consolidated Balance Sheets.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the related lease. Maintenance and repairs are charged against expense as incurred.

Impairment of Property and Equipment

The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. For the twelve months ended December 31, ~~2023~~2024 and ~~2022~~2023, no such write-downs have occurred.

Leases

At the inception of an arrangement, we determine if an arrangement is, or contains, a lease based on the unique facts and circumstances present in that arrangement. Lease classification, recognition, and measurement are then determined at the lease commencement date. For arrangements that contain a lease we (i) identify lease and non-lease components, (ii) determine the consideration in the contract, (iii) determine whether the lease is an operating or financing lease; and (iv) recognize lease right-of-use (ROU) assets and liabilities. Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable and as such, we use our incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Most leases include options to renew and, or, terminate the lease, which can impact the lease term. The exercise of these options is at our discretion and we do not include any of these options within the expected lease term as we are not reasonably certain we will exercise these options.

The current portion of our operating lease liabilities is included in accrued liabilities and the long-term portion is included in lease-related obligations.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

	December 31,
	2023		2022
	2024		2023
Accrued compensation	$	56,~~123~~965	$	65,~~438~~123
Accrued research and development expenses	79,~~623~~309		67,~~691~~623
Other accrued liabilities	2,846		4,252
Accrued legal expenses	1,506		581
Total accrued liabilities	$	15,592	$	17,381
Other accrued liabilities	2,153		2,265
Total accrued liabilities	$	19,933	$	15,592

Revenue Recognition

Policy

Emergent BioSolutions, Inc.

On September 26, 2022, the Company completed the ~~Asset~~sale ~~Sale~~ to Emergent, a US based company, of the Company’s exclusive worldwide rights to brincidofovir, including TEMBEXA® and specified related assets ~~(the Asset Sale)~~. ~~Emergent~~The ~~paid the~~ Company anrecognized ~~upfront cash payment of~~ approximately $~~238 million upon the closing of the Asset Sale. In addition~~3, ~~pursuant to the Asset Purchase Agreement~~000, ~~the Company is eligible to receive from Emergent: (i) up to an aggregate of approximately~~ $~~124~~0.2 million inand ~~milestone payments payable upon the exercise of the options under the BARDA Agreement for the delivery of up to 1~~$0.75 million ~~treatment courses~~ of ~~tablet~~contract ~~and~~revenue ~~suspension~~for ~~formulations~~support ofprovided ~~TEMBEXA~~for to the ~~U.S.~~twelve ~~government;~~months ~~(ii)~~ended royalty payments equal to 15% of the gross profits from the sales of TEMBEXA made outside of the United States; (iii) royalty payments equal to 20% of the gross profits from the sales of TEMBEXA made in the United States in excess of 1.7December ~~million~~31, ~~treatment~~2024, ~~courses;~~2023 and ~~(iv)~~2022, ~~up to an additional $12~~respectively.~~5 million upon the achievement of certain other developmental milestones.~~

Biomedical Advanced Research and Development Authority (BARDA)

Grant Revenue

Grant revenue under cost-plus-fixed-fee grants from the US federal government and US private foundations is recognized as allowable costs are incurred and fees are earned. At December 31, ~~2023~~2024, the Company had a deferred revenue balance of $0.1 million related to these grants. Additionally, for the twelve months ended December 31, 2024, 2023 and 2022, the Company recognized $0.2 million, $30,000 and $0.5 million, respectively, of grant revenue related to these grants.

related to these grants. Additionally, for the twelve months ended December 31, 2023, 2022 and 2021, the Company recognized $30,000 and $0.5 million and $0.4 million, respectively, of grant revenue related to these grants.

Ohara Agreement

In 2019, Oncoceutics, Inc., a Delaware corporation (Oncoceutics) which was subsequently acquired by the Company in January 2021, entered into a license, development and commercialization agreement with Ohara Pharmaceutical Co., Ltd. for ONC201 in Japan. The Company is entitled to receive up to $2.5 million in nonrefundable regulatory milestone payments. The Company is entitled to double-digit tiered royalties based on the aggregate annual net sales of all products, as defined in the agreement, in Japan. For the twelve months ended December 31, ~~2023~~2024, ~~2022~~the Company recognized no license revenue and ~~2021~~for the twelve months ended December 31, 2023 and 2022, the Company recognized approximately $0.1 million, and $0.5 million ~~and $47~~,~~000~~ , respectively, of license revenue related to this agreement.

TEMBEXA Procurement Agreements Revenue and Royalty Revenue

In June 2022, the Company entered into ~~the~~a Supply Agreement ~~and~~ (the ~~PHAC~~Supply ~~Contract~~Agreement) ~~(as~~with ~~defined~~a inthird-party ~~Note~~outside 6of ~~below~~North America (the Purchaser), pursuant to which the Company was responsible for supplying ~~TEMBEXA~~to ~~(brincidofovir)~~the ~~treatment~~Purchaser, ~~courses~~and ~~for use outside of~~ the ~~United~~Purchaser ~~States.~~was ~~There~~responsible ~~are~~for nopurchasing ~~material~~from ~~performance obligations outside of delivery in~~ the ~~agreements~~Company, ~~therefore~~TEMBEXA ~~revenue~~treatment ~~related~~courses tofor ~~these~~use ~~procurement~~in ~~agreements~~a ~~was~~jurisdiction ~~recognized~~outside ~~when~~of the ~~delivery~~United ~~performance obligation was satisfied~~States. ~~Revenue~~Under ~~was~~the ~~recognized~~terms ~~based~~of ~~on price per treatment course as outlined in~~ the ~~agreements.~~Supply ~~For~~Agreement, the ~~twelve~~Purchaser ~~months~~paid ~~ended December 31, 2022,~~ the Company ~~recognized~~an ~~$32.0 million~~aggregate ofpurchase ~~procurement~~price ~~revenue~~of ~~related to these agreements.~~

The PHAC Contract was assigned to Emergent in November 2022. The remaining deliveries of treatment courses were delivered by Emergent and are subject to the royalty terms of the Asset Purchase Agreement applicable to gross profits outside the United States. The Company recognized approximately $0.4 million of royalty revenue in the twelve months ended December 31, 2022.83

approximately $9.3 million, in two equal installments in June 2022 and July 2022. The Company recognized $9.3 million of procurement revenue under the Supply Agreement for the twelve months ended December 31, 2022.

Additionally, in June 2022, the Public Health Agency of Canada (PHAC) awarded a Contract (PHAC Contract) to the Company, pursuant to which PHAC agreed to purchase up to approximately $25.3 million (CAD $33.0 million) of TEMBEXA treatment courses for use in Canada. Substantially all of the procurement was delivered and accepted by PHAC in July 2022, completing the performance obligation for those shipments and resulting in $22.6 million of procurement revenue for the twelve months ended December 31, 2022. PHAC assigned the PHAC Contract to Emergent in November 2022. The remaining deliveries of treatment courses were delivered by Emergent and are subject to the royalty terms of the Asset Purchase Agreement applicable to gross profits outside the United States. The Company recognized approximately $0.4 million of royalty revenue in the twelve months ended December 31, 2022.

Research and Development Prepaids and Accruals

The Company’s objective is to reflect the appropriate research and development expenses in its financial statements by matching those expenses with the period in which services and efforts are expended. The Company ~~accounts~~also ~~for~~considers ~~these~~discussions ~~expenses according to the progress of its research and development efforts. The Company determines prepaid and accrual estimates through discussion~~ with applicable personnel and outside service providers as to the progress or state of communication of clinical trials, or other services completed. The Company accounts for these expenses according to the progress of its research and development efforts. The Company adjusts its rate of research and development expense recognition if actual results differ from its estimates. The Company makes estimates of its prepaid and accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of status and timing of services performed relative to the actual status and timing of services performed may vary and may result in the Company reporting amounts that are too high or too low for any particular period. Through December 31, ~~2023~~2024, there had been no material adjustments to the Company’s prior period estimates of prepaid and accruals for research and development expenses. The Company’s research and development prepaids and accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors.

Research and Development Expenses

Major components of research and development costs include cash compensation, stock-based compensation, preclinical studies, clinical trial and related clinical manufacturing, drug development, materials and supplies, legal, regulatory compliance, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Research and development costs, including upfront fees and milestones paid to contract research organizations, are expensed as goods are received or services rendered. Costs incurred in connection with clinical trial activities for which the underlying nature of the activities themselves do not directly relate to active research and development, such as costs incurred for market research and focus groups linked to clinical strategy as well as costs to build the Company’s brand, are not included in research and development costs but are reflected as general and administrative costs.

Gain on Sale of Business, Net

Emergent Biodefense Operations Lansing LLC

Interest Income and Other, Net

Interest income and other, net consists primarily of interest earned on our cash, cash equivalents and short-term and long-term investments.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when the Company determines that it is more likely than not that some portion of a deferred tax asset will not be realized. The Company has incurred operating losses from April 7, 2000 (inception) through December 31, ~~2023~~2024, with the exception of the fiscal year ended December 31, 2022, and therefore has not recorded any current provision for income taxes in the current year. For the year ended December 31, 2022, the Company recorded net income and incurred a small amount of state income tax expense. As such the Company recorded a provision for current state income taxes for the year ended December 31, 2022.

Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions.

The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income (GILTI), states that an entity can make an accounting policy election to either recognized 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 a period expense only. The Company has elected to account for GILTI as a period expense in the year the tax is incurred.

Share-Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, restricted stock units and the employee stock purchase plan purchase rights, based on estimated fair values. The fair value of employee stock options and employee stock purchase plan purchase rights is estimated on the grant date using the Black-Scholes valuation model. The grant-date fair value for restricted stock units is based upon the market price of the Company’s common stock on the date of the grant. The value of the portion of the award that is ultimately expected to vest is recorded as expense over the requisite service periods. For performance-based awards compensation cost is recognized when it is probable that the performance criteria will be met.

The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate forfeitures and records share-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the difference is recorded as a cumulative adjustment in the period the estimates were revised. For the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, the Company applied a forfeiture rate based on the Company’s historical forfeitures.

401(k) Plan

The Company maintains a defined contribution employee retirement plan (401(k) plan). For the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, the Company recognized expenses for matching contributions of $0.5 million, $0.5 million and $0.45 million, respectively.

Basic and Dilutive Net Loss Per Share of Common Stock

Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of non-vested restricted stock, stock options, ~~and~~ employee stock purchase plan purchase rights, and common stock warrants. Diluted net income (loss) per share of common stock is computed by dividing net income (loss) by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of non-vested restricted stock, stock options, ~~and~~ employee stock purchase plan purchase rights, and common stock warrants outstanding during the period calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. For the twelve months ended December 31, 2022, the diluted per-share computations reflect the number of additional common stock outstanding that would have been outstanding if the potentially dilutive common stock had been issued. Because the impact of these items is anti-dilutive during the periods of net loss, there was no difference between basic and diluted loss per share of common stock for the twelve months ended December 31, ~~2023~~2024 and ~~2021~~2023.

The calculation of weighted-average diluted shares outstanding excludes the dilutive effect of non-vested restricted stock, stock options to purchase common stock, and employee stock purchase plan purchase rights as the impact of such items are anti-dilutive during periods of net loss. Potential common shares excluded from the calculations were 1,322,712, and 4,672,859, for the years ended December 31, 2023 and 2021, respectively.85

The calculation of weighted-average diluted shares outstanding excludes the dilutive effect of non-vested restricted stock, stock options to purchase common stock, employee stock purchase plan purchase rights and common stock warrants as the impact of such items are anti-dilutive during periods of net loss. Potential common shares excluded from the calculations were 14,770,190, and 1,322,712, for the years ended December 31, 2024 and 2023, respectively.

Segments

The Company operates in ~~only~~ one business segment, ~~pharmaceuticals~~which includes all activities related to the discovery, development, and commercialization of medicines for serious diseases. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (CODM), its Chief Executive Officer. The CODM utilizes net (loss) income, which is reported on the Consolidated Statements of Operations and Comprehensive (Loss) Income, for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

The revenue, interest income and income tax expense amounts for the reportable segment are the same as those presented on the Consolidated Statements of Operations and Comprehensive (Loss) Income. For geographic information about the Company's product revenues see the Revenue Recognition section above of Note 1, The Business and Summary of Significant Accounting Policies. Additionally, the depreciation, amortization and other significant noncash items for the reportable segment are the same as those presented in the Consolidated Statement of Cash Flows.

Significant segment expenses are set forth in the following table (in thousands):


	Years Ended December 31,
	2024		2023		2022
Direct research and development expenses	$	42,593	$	41,875	$	42,227
Research and development personnel costs - excluding stock-based compensation	19,744		16,287		18,615
Research and development personnel costs - stock-based compensation	6,024		7,092		8,267
Indirect research and development expenses	6,213		3,534		2,522
Total research and development expenses	$	74,574	$	68,788	$	71,631

The measure of segment assets is reported on the Consolidated Balance Sheets as Cash and cash equivalents, Short-term investments and Long-term investments.

Long-lived assets are reported on the Consolidated Balance Sheets as Property and equipment, net of accumulated depreciation and these assets are held in the U.S

Nasdaq Listing Rule Compliance

On June 27, 2024, the Company received a notice from The Nasdaq Global Market (Nasdaq) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market.

On December 24, 2024, the Company received a letter from the Staff notifying the Company that the Staff had determined that for 10 consecutive business days, from December 10, 2024 to December 23, 2024, the minimum closing bid price for the Company’s common stock was at least $1.00 per share. Accordingly, the Staff has determined that the Company has regained compliance with Listing Rule 5450(a)(1) and it has indicated that the matter is now closed.

Impact of Recently Adopted Accounting Standards

In ~~June~~November ~~2016~~2023, the Financial Accounting Standards Board (FASB) issued ASU ~~2016~~2023-1307, ~~Financial~~Segment ~~Instruments-Credit~~Reporting ~~Losses~~ (~~Topic~~Topics ~~326~~280): ~~Measurement~~Improvements ofto ~~Credit~~Reportable ~~Losses~~Segment onDisclosures ~~Financial~~(“ASU ~~Instruments,~~2023-07”). ~~which~~ASU ~~amends the impairment model by requiring entities to use a forward~~2023-~~looking~~07 ~~approach~~improves oncurrent ~~expected~~segment ~~losses~~disclosures toand ~~estimate~~requires ~~credit~~additional ~~losses~~disclosures onof ~~certain~~segment ~~financial instruments, including trade receivables and available-for-sale debt securities~~expenses. The ~~new guidance was originally due to become effective for the~~ Company ~~beginning~~adopted in the ~~first~~provisions ~~quarter~~ of ~~2020, however the FASB in November 2019 issued~~ ASU ~~2019-10 which moved the effective date for smaller reporting companies to the first quarter of~~ 2023~~. The Company adopted ASU 2016~~-0307 as of ~~January~~December 131, ~~2023.~~2024, ~~Given~~which ~~the~~did ~~nature~~not ofmaterially impact the Company’s ~~receivables~~consolidated ~~and~~financial ~~investment portfolio~~statements, ~~adoption~~and ~~of this standard had no impact on~~ the ~~Company's~~required ~~financial~~segment ~~position,~~disclosures ~~results~~are ofincluded ~~operations or cash flows~~above.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact that adoption of ASU 2023-09 will have on our financial statement disclosures.

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, which requires public entities to disclose specified information about certain costs and expenses on an interim and annual basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that adoption of ASU 2024-03 will have on our financial statement disclosures.

Note 2. Investments

The following tables summarize the Company’s short-term and long-term debt investments (in thousands):


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Corporate bonds	$	33,830	$	37	$	(26)	$	33,841
Commercial paper	21,258		8		(13)		21,253
U.S. Treasury securities	53,958		54		(37)		53,975

Total investments	$	109,046	$	99	$	(76)	$	109,069


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Corporate bonds	$	11,079	$	4	$	(7)	$	11,076
Commercial paper	44,271		52		(4)		44,319
U.S. Treasury securities	121,474		126		(164)		121,436

Total investments	$	176,824	$	182	$	(175)	$	176,831

	December 31, 2022
	Amortized Cost		Gross UnrealizedGains		Gross UnrealizedLosses		EstimatedFair Value
Corporate bonds	$	25,906	$	4	$	(29)	$	25,881
Commercial paper	127,657		36		(176)		127,517
U.S. Treasury securities	86,892		7		(179)		86,720
Total investments	$	240,455	$	47	$	(384)	$	240,118

The following tables summarize the Company’s debt investments with unrealized losses, aggregated by investment type and the length of time that individual investments have been in a continuous unrealized loss position (in thousands, except number of securities):


	December 31, 2024
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss

Corporate bonds	$	13,075	$	(26)	$	—	$	—	$	13,075	$	(26)
Commercial paper	15,405		(13)		—		—		15,405		(13)
U.S. Treasury securities	18,586		(37)		—		—		18,586		(37)

Total	$	47,066	$	(76)	$	—	$	—	$	47,066	$	(76)
Number of securities with unrealized losses			21				—				21


	December 31, 2023
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss

Corporate bonds	$	6,365	$	(7)	$	—	$	—	$	6,365	$	(7)
Commercial paper	5,464		(4)		—		—		5,464		(4)
U.S. Treasury securities	64,531		(120)		14,937		(44)		79,468		(164)

Total	$	76,360	$	(131)	$	14,937	$	(44)	$	91,297	$	(175)
Number of securities with unrealized losses			24				4				28

	December 31, 2022
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Corporate bonds	$	22,905	$	(29)	$	—	$	—	$	22,905	$	(29)
Commercial paper	88,860		(176)		—		—		88,860		(176)
U.S. Treasury securities	67,489		(179)		—		—		67,489		(179)
Total	$	179,254	$	(384)	$	—	$	—	$	179,254	$	(384)
Number of securities with unrealized losses			55				—				55

The Company invests in high credit quality investments in accordance with its investment policy, which is designed to minimize the possibility of loss. The objective of the Company’s investment policy is to ensure the safety and preservation of invested funds, as well as maintaining liquidity sufficient to meet cash flow requirements. The Company places its excess cash with high credit quality financial institutions, commercial companies, and government agencies in order to limit the amount of its credit exposure. In accordance with its policy, the Company is able to invest in marketable debt securities that may consist of U.S. Government and government agency securities, money market and mutual fund investments, certificates of deposits, municipal and corporate notes and bonds, and commercial paper, among others. The Company’s investment policy requires it to purchase high-quality marketable securities with a maximum individual maturity of two years and requires an average portfolio maturity of no more than 12 months. Some of the securities in which the Company invests may have market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk, the Company schedules its investments with maturities that coincide with expected cash flow needs, thus avoiding the need to redeem an investment prior to its maturity date. Accordingly, the Company does not believe it has a material exposure to interest rate risk arising from its investments. Generally, the Company’s investments are not collateralized. The Company has not realized any significant losses from its investments.

The Company classifies all of its investments as available-for-sale. Unrealized gains and losses on investments are recognized in comprehensive loss, unless an unrealized loss is considered to be other than temporary, in which case the unrealized loss is charged to operations. The Company periodically reviews its investments for other than temporary declines in fair value below cost basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates, among other things, the duration and extent to which the fair value of a security is less than its cost; the financial condition of the issuer and any changes thereto; and the Company’s intent to sell, or whether it will more likely than not be required to sell, the security before recovery of its cost basis. The Company believes the individual unrealized losses represent temporary declines primarily resulting from interest rate changes. Unrealized gains and losses on debt investments are recorded to unrealized gain (loss) on debt investments, net in the Consolidated Statements of Operations and Comprehensive Loss. Realized gains and losses on debt investments are recorded based on specific identification to interest income and other, net in the Consolidated Statements of Operations and Comprehensive Loss. Investments with original maturities at date of purchase beyond three months and which mature at or less than 12 months from the balance sheet date are classified as current investments. Investments with a maturity beyond 12 months from the balance sheet date are classified as long-term investments. At December 31, ~~2023~~2024, the Company believes that the cost of its investments is recoverable in all material respects. The Company recognizes interest income on an accrual basis in interest income in the Consolidated Statements of Operations and Comprehensive Loss.

87The following table summarizes the scheduled maturity for the Company’s debt investments at December 31, 2024 (in thousands):

material respects. The Company recognizes interest income on an accrual basis in interest income in the Consolidated Statements of Operations and Comprehensive Loss.


	December 31, 2024
Maturing in one year or less	$	100,594
Maturing after one year through two years	8,475
Total debt investments	$	109,069

~~The following table summarizes the scheduled maturity for the Company’s debt investments at December 31, 2023 (in thousands):~~88

	December 31, 2023
Maturing in one year or less	$	155,174
Maturing after one year through two years	21,657
Total debt investments	$	176,831

Note 3. Property and Equipment

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

	December 31,
	2023		2022
	2024		2023
Lab equipment	$	2,~~313~~523	$	2,~~299~~313
Leasehold improvements	1,713		1,713
Computer equipment	~~832~~629		~~817~~832
Office furniture and equipment	520		520
Property and equipment	5,~~378~~385		5,~~349~~378
Less accumulated depreciation	(54,~~154~~968)		(5,~~122~~154)
Property and equipment, net of accumulated depreciation	$	~~224~~417	$	~~227~~224

Note 4. Commitments and Contingencies

Leases

The Company leases its facilities under long-term operating leases that expire at various dates through 2026. The Company generally has options to renew lease terms on its facilities, which may be exercised at the Company’s sole discretion. In addition, certain lease arrangements may be terminated prior to their original expiration date at the Company’s discretion. The Company evaluates renewal and termination options at the lease commencement date to determine if it is reasonably certain to exercise the option and has concluded on all operating leases that it is not reasonably certain that any options will be exercised. The weighted-average remaining lease term for the Company’s operating leases as of December 31, ~~2023~~2024 was 21.58 years.

Expense related to leases is recorded on a straight-line basis over the lease term. Lease expense under operating leases, including common area maintenance fees, totaled approximately $0.7 million, $0.7 million and $0.7 million for the twelve months ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

The discount rate implicit within the Company’s leases is generally not determinable and therefore the Company determines the discount rate based on its incremental borrowing rate based on the information available at commencement date. As of December 31, ~~2023~~2024, the operating lease liabilities reflect a weighted-average discount rate of 7.89%.

The following table sets forth the operating lease right-of-use assets and liabilities as of December 31, ~~2023~~2024 (in thousands):

Assets
Operating Lease Right-of-Use Assets	$	~~1,482~~951
Liabilities
Operating Lease Short-term Liabilities (recorded within Accrued liabilities)	$	~~642~~719
Operating Lease Long-term Liabilities (recorded within Lease-related obligations)	~~1,177~~458
Total Operating Lease Liabilities	$	1,~~819~~177

Operating lease payments over the remainder of the lease terms are as follows (in thousands):

Years Ending December 31,	As of December 31, ~~2023~~2024
2024	759
2025	$	781
2025	781
2026	467
Total future minimum rental payments	$	21,~~007~~248
Less amount of lease payments representing interest	~~188~~71
Total present value of lease payments	$	1,~~819~~177

For the twelve months ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company made lease payments of approximately $0.78 million and $0.67 million, respectively, which are included in operating cash flows.

~~Significance of Revenue Source~~89

The Company is the recipient of federal research contract funds from BARDA. Periodic audits are required under the grant and contract agreements and certain costs may be questioned as appropriate under the agreements. At December 31, 2023 and 2022, the Company had recorded a $0.1 million provision for potential refundable amounts.

Note 5. Stockholders’ Equity (Deficit)

Common Stock

The Company’s common stock consists of 200 million authorized shares at December 31, ~~2023~~2024 and ~~2022~~2023, and 8892.92 million and 88.19 million shares issued and outstanding at December 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

Shares Reserved for Future Issuance

The Company has reserved shares of common stock for future issuances as follows:

	December 31,
	2023	2022
	2024	2023
For exercise of outstanding common stock options	18,336,656	15,076,365
For exercise of common stock warrants	37,313	—
For delivery upon vesting of outstanding restricted stock units	895,361	920,533
For exercise of outstanding common stock options	20,981,452	18,336,656
For future equity awards under the 2013 Equity Incentive Plan	2,257,711	1,466,603
For delivery upon vesting of outstanding restricted stock units	1,187,283	895,361
For future purchases under the 2013 Employee Stock Purchase Plan	2,179,399	2,186,097
For future equity awards under the 2013 Equity Incentive Plan	—	2,257,711
Total shares of common stock reserved for future issuances	23,669,127	19,649,598
For future equity awards under the 2024 Equity Incentive Plan	10,215,426	—
For future purchases under the 2013 Employee Stock Purchase Plan	1,462,435	2,179,399
Total shares of common stock reserved for future issuances	33,883,909	23,669,127

Stock Options

The Company maintains a 2024 Equity Incentive Plan (the 2024 Plan) and previously maintained a 2013 Equity Incentive Plan (the 2013 Plan). The 2024 Plan serves as the successor to and continuation of the 2013 Plan and provides for the grant of incentive stock options (ISOs), nonstatutory stock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock unit (RSU) awards, performance-based stock awards, and other forms of equity compensation (collectively, stock awards), all of which may be granted to employees, including officers, non-employee directors and consultants of the Company and its affiliates. Additionally, the ~~2013~~2024 Plan provides for the grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants.

The Company estimates the fair value of its share-based awards to employees, directors and consultants using the Black-Scholes option-pricing model. The Black-Scholes model requires the input of assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate and (d) expected dividends. For stock options, the Company uses historical volatility data to estimate the volatility of our common stock price and historical exercise data to estimate the expected life. The risk-free interest rates for the periods within the expected life of the option are based on the U.S. Treasury instrument with a life that is similar to the expected life of the option grant. The Company has never paid, and does not expect to pay, dividends in the foreseeable future.

The following table illustrates the assumptions for the Black-Scholes model used in determining the fair value of the stock options granted:

	Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Expected volatility	8382.2092		%	7483.2720		%	9574.8427		%
Expected term (in years)	5.79			65.07			6.0
Weighted-average risk-free interest rate	3.8797		%	13.9187		%	01.7191		%
Expected dividend yield	—		%	—		%	—		%
Weighted-average fair value per option	$	10.1367		$	31.3313		$	63.6733

A summary of activity related to the Company’s stock options is as follows:

	Number of OptionsOutstanding	Weighted-AverageExercise Price		Weighted-AverageRemaining ContractualLife (in Years)	Total Intrinsic Value
Balance, December 31, 2021	11,649,592	$	6.27	7.65
Granted	4,217,275	5.12		—
Exercised	(271,079)	2.24		—
Forfeited and expired	(519,423)	6.93		—
Balance, December 31, 2022	15,076,365	$	6.00	7.32
Granted	3,861,060	1.59		—
Exercised	—	—		—
Forfeited and expired	(600,769)	5.56		—
Balance, December 31, 2023	18,336,656	$	5.09	6.57	$	—
Exercisable at December 31, 2023	12,395,052	$	5.68	5.61	$	—
Granted	3,889,700	0.93		—
Vested or expected to vest at December 31, 2023	17,530,966	$	5.18	6.46	$	—
Exercised	(8,592)	1.67		—
Forfeited and expired	(1,236,312)	9.52		—
Balance, December 31, 2024	20,981,452	$	4.05	6.58	$	23,700
Exercisable at December 31, 2024	14,409,797	$	5.01	5.64	$	10,916
Vested or expected to vest at December 31, 2024	20,099,473	$	4.17	6.48	$	21,695

As of December 31, ~~2023~~2024, there was approximately $116.2 million of total unrecognized compensation cost related to non-vested stock options granted under the 2013 Plan and 2024 Plan. That compensation cost is expected to be recognized over a weighted-average period of approximately 1.9597 years.

Other information regarding the Company’s stock options is as follows (in thousands, except per share data):

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Weighted-average grant-date fair value per share of options granted	$	10.1367	$	31.3313	$	63.6733
Total intrinsic value of options exercised	$	—7	$	~~114~~—	$	~~3,496~~114
Total fair value of shares vested	$	129,~~834~~726	$	12,~~721~~834	$	812,~~642~~721

90The following table summarizes, at December 31, 2024, by price range: (1) for stock option awards outstanding under the 2024 Plan and 2013 Plan, the number of stock option awards outstanding, their weighted-average remaining life and their weighted-average exercise price; and (2) for stock option awards exercisable under the 2024 Plan and 2013 Plan, the number of stock option awards exercisable and their weighted-average exercise price:

The following table summarizes, at December 31, 2023, by price range: (1) for stock option awards outstanding under the 2013 Plan, the number of stock option awards outstanding, their weighted-average remaining life and their weighted-average exercise price; and (2) for stock option awards exercisable under the 2013 Plan, the number of stock option awards exercisable and their weighted-average exercise price:


	Outstanding				Exercisable
Exercise Price Range ($)	Number	Weighted-Average Remaining Contractual Life (in years)	Weighted-Average Exercise Price		Number	Weighted-Average Exercise Price
0.00 to 1.36	5,173,483	9.19	$	0.95	826,049	$	0.98
1.37 to 2.08	4,634,561	6.67	1.93		3,520,306	1.92
2.09 to 3.13	3,049,494	4.62	2.36		2,984,148	2.36
3.14 to 5.60	1,350,246	3.67	4.62		1,343,410	4.62
5.61 to 7.86	3,493,529	6.90	5.81		2,632,546	5.87
7.87 to 53.74	3,280,139	5.03	11.42		3,103,338	11.55
0.00 to 53.74	20,981,452	6.58	$	4.05	14,409,797	$	5.01

	Outstanding				Exercisable
Exercise Price Range ($)	Number	Weighted-Average Remaining Contractual Life (in years)	Weighted-Average Exercise Price		Number	Weighted-Average Exercise Price
0.00 to 1.36	1,293,800	9.84	$	1.03	1,857	$	1.11
1.37 to 2.08	4,901,027	7.41	$	1.94	2,987,651	$	1.95
2.09 to 3.13	3,198,545	5.39	2.37		3,039,410	2.35
3.14 to 5.60	1,473,488	4.36	4.63		1,399,404	4.63
5.61 to 7.86	3,664,378	7.59	5.81		1,996,046	5.95
7.87 to 53.74	3,805,418	5.24	12.29		2,970,684	13.16
0.00 to 53.74	18,336,656	6.57	$	5.09	12,395,052	$	5.68

Employee Stock Purchase Plan

In February 2013, the Company’s board of directors adopted the 2013 Employee Stock Purchase Plan (ESPP), which was subsequently ratified by stockholders and became effective in April 2013. The purpose of the ESPP is to retain the services of new employees and secure the services of new and existing employees while providing incentives for such individuals to exert maximum efforts toward the Company’s success and that of its affiliates. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

The Company has reserved a total of 4,761,471 shares of common stock to be purchased under the ESPP, of which 21,~~179~~462,~~399~~435 and 2,~~186~~179,~~097~~399 shares remained available for purchase at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Eligible employees may authorize an amount up to 15% of their salary to purchase common stock at the lower of a 15% discount to the beginning price of their offering period or a 15% discount to the ending price of each six-month purchase interval. The ESPP also provides for an automatic reset feature to start participants on a new twenty-four-month participation period in the event that the common stock market value on a purchase date is less than the common stock value on the first day of the twenty-four month offering period. The Company issued ~~429~~716,~~233~~964 and ~~535~~429,~~255~~233 shares of common stock pursuant to the ESPP for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Compensation expense for purchase rights under the ESPP related to the purchase discount and the “look-back” option were determined using a Black-Scholes option pricing model.

The following table illustrates the assumptions for the Black-Scholes model used in determining the fair value of the ESPP purchase rights:

	Years Ended December 31,
	2023			2022			2021
	2024			2023			2022
Expected volatility	9462.6413		%	~~104~~94.8864		%	97104.5488		%
Expected term (in years)	1.5034			1.2850			01.7128
Weighted-average risk-free interest rate	4.6308		%	24.63		%	02.2563		%
Expected dividend yield	—		%	—		%	—		%
Weighted-average option value per share	$	0.7559		$	10.9775		$	61.5597

As of December 31, ~~2023~~2024, the Company had a liability of $0.34 million representing employees' contributions to the ESPP.

Restricted Stock Units

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company issued RSUs to certain employees and consultants which vest based on service criteria. When vested, the RSU represents the right to be issued the number of shares of the Company’s common stock that is equal to the number of RSUs granted. The grant date fair value for RSUs is based upon the market price of the Company’s common stock on the date of the grant. The fair value is then amortized to compensation expense over the requisite service period or vesting term. For the years ended December 31, 2024 and 2023, the Company issued 287,306 and 445,940 shares of common stock pursuant to the vesting of RSUs, respectively.

of the Company’s common stock on the date of the grant. The fair value is then amortized to compensation expense over the requisite service period or vesting term. For the years ended December 31, 2023 and 2022, the Company issued 445,940 and 363,527 shares of common stock pursuant to the vesting of RSUs, respectively.

A summary of activity related to the Company’s RSUs is as follows:

	Number of RestrictedStock Units Outstanding	Weighted-Average Grant-Date Fair Value
Balance, December 31, 2022	920,533	$	4.82
Granted	561,404	1.94
Share issuance	(445,940)	3.83
Forfeited	(140,636)	4.84
Balance, December 31, 2023	895,361	$	3.49
Granted	586,000	0.93
Share issuance	(287,306)	3.89
Forfeited	(6,772)	2.44
Balance, December 31, 2024	1,187,283	$	2.14

The total unrecognized compensation cost related to the non-vested RSUs as of December 31, ~~2023~~2024 was $21.36 million and will be recognized over a weighted average period of approximately 21.1585 years.

Stock-based Compensation

For awards with only service conditions and graded-vesting features, the Company recognizes compensation expense on a straight-line basis over the requisite service period. Total stock-based compensation expense was as follows (in thousands):

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Income Statement Classification:
Research and development expense	$	76,~~092~~024	$	87,~~267~~092	$	68,~~611~~267
General and administrative expense	103,~~365~~458		710,~~018~~365		57,~~649~~018
Total stock-based compensation expense	$	179,~~457~~482	$	1517,~~285~~457	$	1215,~~260~~285

Cash received from exercises under all share-based payment arrangements for ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 was $0.56 million, $10.5 million and $41.65 million, respectively. There was no actual tax benefit realized for the tax deductions from exercises of the share-based payment arrangements during ~~2023~~2024, ~~2022~~2023 or ~~2021~~2022.

In December 2022, related to the Company’s announcement of a reduction in workforce, further discussed in Note 109, certain vested stock options were modified to extend their exercise period from 90 days to 12 months. In addition, certain outstanding stock option and RSU grants received accelerated vesting as if the service period of the terminated employee continued for up to an additional 12-month period. Related to this, the Company recorded expense totaling approximately $1.0 million ratably from the announcement date through the date of termination with approximately $0.4 million of that total being recognized during the twelve months ended December 31, 2022 and an additional $0.6 million being recognized during the twelve months ended December 31, 2023.

In January 2023, the Company extended the post-termination exercise period from 90 days to three years for stock option grants made to non-employee members of our Board of Directors. This extension applies to all future grants as well as all then-outstanding grants. Related to this extension, the Company recorded approximately $0.3 million of expense during the twelve months ended December 31, 2023.

In September 2023, the Company’s then CEO transitioned to Chairman of the Board of Directors. Per the Company’s equity incentive plan, as there was no break in continuous service, the former CEO’s equity grants continue to vest on their normal schedule and remain outstanding, contingent upon continued service. In matching the grant expense to the service period for the role in which the grants were originally made, the Company recognized approximately $5.1 million in stock-based compensation during the twelve months ended December 31, 2023. This amount is recorded in general and administrative expenses.

92In November 2023 and during 2024, the Company granted stock options covering up to a total of 950,000 and 1,008,000 shares, respectively, of our common stock in connection with the hiring of new employees. The stock options issued prior to June 2024 are subject to the terms of the Company’s 2013 Plan, but were granted outside of the 2013 Plan and the stock options issued after June 2024 are subject to the terms of the Company’s 2024 Plan, but were granted outside of the 2024 Plan, as they constituted inducement grants in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). The totality of these grants were non-statutory stock options, have a 10-year term and will vest over four years, with one-fourth vesting on the one-year anniversary of the date of hire and remaining three-fourths vesting over the following three years in equal monthly installments.

SVB Warrant

On the Effective Date, in connection with the A&R Loan Agreement, the Company issued the Warrant to the Lender to purchase a maximum of 149,253 shares of the Company’s common stock, par value $0.001 per share, with the Exercise Price equal to $2.68 per share. On the Effective Date, warrants to purchase 37,313 shares of common stock were issued and up to an additional 111,940 warrants could be issued at a future time depending on the amount drawn down under the Credit Facility. The warrants will expire in December 2034.

The following table illustrates the assumptions for the Black-Scholes model used in determining the fair value of the Warrant issued on the Effective Date:


	Years Ended December 31,
	2024
Expected volatility	96.00		%
Expected term (in years)	6.00
Weighted-average risk-free interest rate	4.48		%
Expected dividend yield	—		%
Weighted-average option value per share	$	2.43

At-The-Market Equity Offering; Shelf Registration Statement

On ~~August~~February 1029, ~~2020~~2024, wethe Company entered into an Open Market Sale AgreementSM (~~the Prior~~ Jefferies Sales Agreement) with Jefferies LLC, as agent, pursuant to which wethe Company may offer and sell, from time to time through Jefferies, up to $75 million of shares of ~~our~~its common stock. AsOn ofthe ~~August~~same 9day, ~~2023,~~ the ~~Form~~Company ~~S-3~~filed a shelf registration statement ~~that~~on ~~registered~~Form S-3 with the ~~shares~~SEC, which contains a base prospectus, covering up to a total aggregate offering price of $250 million of its common stock, ~~available~~preferred ~~for~~stock, debt securities and warrants to purchase any of such securities, and a sales agreement prospectus, covering the offering, issuance and sale of up to a maximum aggregate offering price of $75 million of its common stock that may be issued and sold from time to time under the ~~Prior~~Jefferies Sales Agreement. The $75 million of shares that may be issued and sold from time to time under the Jefferies Sales Agreement ~~expired~~is atincluded in the ~~end~~$250 million of ~~its~~securities ~~three-year~~that ~~term~~may be offered, issued and issold noby ~~longer~~the ~~available~~Company ~~for~~pursuant ~~use~~to our shelf registration statement. WeDuring ~~have~~the ~~not~~year ended December 31, 2024, the Company sold ~~any~~2.3 million shares of ~~our~~ common stock ~~under~~at ~~the~~an ~~Prior~~average ~~Jefferies~~price ~~Sales~~per ~~Agreement~~share of $3.16 Onfor ~~February~~$6.9 29million of proceeds net of commissions. As of March 20, ~~2024~~2025, wethe ~~terminated~~Company ~~the~~had ~~Prior~~sold ~~Jefferies~~an ~~Sales~~aggregate ~~Agreement~~of ~~with~~2.7 million ~~Jefferies~~shares ~~LLC~~of incommon ~~connection~~stock ~~with~~at aan ~~new~~average ~~sales~~price ~~agreement~~per byshare ~~and~~of ~~between~~$3.22 ~~Jefferies~~for ~~and~~net ~~us,~~offering asproceeds ~~discussed~~of ~~below~~$8.4 million.

On May 6, 2021, we filed an automatic shelf registration statement on Form S-3 with the SEC, which was subsequently amended in March 2022 to convert to a non-automatic shelf registration statement. This registration statement enables us to offer for sale, from time to time, in one or more offerings, up to $250 million in the aggregate, of common stock, debt securities, warrants, rights and/or units, and will remain in effect for up to three years from the date it became effective. We have made no sales of shares of our securities under the shelf registration statement.

On February 29, 2024, we entered into an Open Market Sale AgreementSM (Jefferies Sales Agreement) with Jefferies LLC, as agent, pursuant to which we may offer and sell, from time to time through Jefferies, up to $75 million of shares of our common stock. On the same day, we will file a shelf registration statement on Form S-3 with the SEC, which contains a base prospectus, covering up to a total aggregate offering price of $250 million of our common stock, preferred stock, debt securities and warrants to purchase any of such securities, and a sales agreement prospectus, covering the offering, issuance and sale of up to a maximum aggregate offering price of $75 million of our common stock that may be issued and sold from time to time under the Jefferies Sales Agreement. The $75 million of shares that may be issued and sold from time to time under the Jefferies Sales Agreement is included in the $250 million of securities that may be offered, issued and sold by us pursuant to our shelf registration statement.

Public Offering of Common Stock

On January 20, 2021, the Company entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale of 11,765,000 shares (the Shares) of the Company's common stock. The price to the public in this offering was $8.50 per share, and the Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $7.99 per share. The net proceeds to the Company from this offering were approximately $107.8 million, including the full exercise of the Underwriters’ option to purchase additional shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering closed on January 25, 2021.

Note 6. Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when the Company determines that it is more likely than not that some portion of a deferred tax asset will not be realized. The Company has incurred operating losses from April 7, 2000 (inception) through December 31, 2021, and therefore has not recorded any current provision for income taxes. For the year ended December 31, 2022, the Company recorded net income and recorded a small amount of state income tax expense. The Company has net operating losses for the tax ~~year~~years December 31, 2023 and 2024.

Income tax expense has been recorded for the period ended December 31, 2022. No income tax expense or benefit has been recorded for the years ended December 31, 2023 or ~~2021~~2024. This is due to the establishment of a valuation allowance against the deferred tax assets generated during those periods. At December 31, 2024, the Company has concluded that it is more likely than not that the Company may not realize the benefit of its deferred tax assets due to its history of losses. Accordingly, the net deferred tax assets have been fully reserved.

deferred tax assets generated during those periods. At December 31, 2023, the Company has concluded that it is more likely than not that the Company may not realize the benefit of its deferred tax assets due to its history of losses. Accordingly, the net deferred tax assets have been fully reserved.

The provision for income tax expense includes the following as of December 31, 2023, 2022, and 2021:

	December 31,
	2023		2022		2021
Current:
Federal	$	—	$	—	$	—
State	—		36		—
Total	—		36		—
Deferred:
Federal	—		—		—
State	—		—		—
Total	—		—		—
Total Tax Expense	$	—	$	36	$	—

A reconciliation of the difference between the benefit for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows for the years ended December 31, 2023, 2022, and 2021 (in thousands, except percentages):

	2023				2022				2021
	Amount		% of PretaxEarnings		Amount		% of PretaxEarnings		Amount		% of PretaxEarnings
Income tax benefit at statutory rate	$	(17,240)	21.0	%	$	36,163	21.0	%	$	(36,379)	21.0	%
State income taxes	(2,275)		2.8	%	441		0.2	%	(8,060)		4.7	%
Research and development credits	(3,726)		4.5	%	(3,312)		(1.9)	%	(1,565)		0.9	%
In process R&D	—		—	%	—		—	%	26,395		(15.2)	%
Permanent items	1,365		(1.7)	%	1,135		0.7	%	711		(0.4)	%
Provision to return adjustments	31		(0.1)	%	1,091		0.6	%	126		(0.1)	%
Effect of change in state tax rate	(1,091)		1.3	%	4,405		2.6	%	3,478		(2.0)	%
Removal of excess tax benefit	—		—	%	—		—	%	—		—	%
Increase in unrecognized tax benefits	603		(0.6)	%	828		0.5	%	439		(0.3)	%
Current year forfeitures	51		(0.1)	%	54		—	%	435		(0.3)	%
Change in valuation allowance	22,282		(27.1)	%	(40,769)		(23.7)	%	14,420		(8.3)	%
Net benefit	$	—	—	%	$	36.0	—	%	$	—	—	%

The following were components of ~~deferred~~loss ~~tax~~before ~~assets~~income ~~and liabilities at December 31, 2023 and 2022 were as follows (in thousands)~~taxes:

	December 31,
	2023		2022
	2024		2023		2022
Deferred tax assets:
Pre-tax book income (loss)
Domestic net operating loss carryforwards	$	90,340	$	84,147
Domestic	$	(88,387)	$	(82,095)	$	172,203
Research and development expenses	1,812		1,520
Foreign	—		—		—
Capitalized Section 174 expenses	23,541		12,425
Total pre-tax book income (loss)	$	(88,387)	$	(82,095)	$	172,203
License fees	11,005		11,509
Research and development credits	22,638		20,166
Capital loss carryforwards	448		428
Accrued bonuses	815		722
Share-based compensation	9,012		6,132
Other	959		1,333
Total gross deferred tax assets	160,570		138,382
Valuation allowance	(160,218)		(137,936)
Total deferred tax assets	352		446
Deferred tax liabilities:
Right-of-use asset	(352)		(446)
Total deferred tax liabilities	(352)		(446)
Total deferred tax assets and liabilities, net	$	—	$	—

AtThe ~~December 31,~~provision ~~2023, the Company had net operating loss carryforwards~~ for ~~federal~~income ~~and state~~ tax ~~purposes~~expense ofincludes ~~approximately $423.2 million and $416.0 million, respectively. At December 31, 2022,~~ the ~~Company~~following had net operating loss carryforwards for federal and state tax purposes of approximately $394.8 million and $394.4 million, respectively. Federal losses of $175.4 million begin to expire in 2035 and $247.7 million of the federal losses carryforward indefinitely. State losses of $413.0 million begin to expire in 2024 and $3.0 million of the state losses carryforward indefinitely. There was no tax benefit related to the utilization of net operating losses in 2023. In addition, the Company has tax credit carryforwards for federal tax purposes of approximately $29.9 million as of December 31, ~~2023. Of the $29.9 million~~2024, ~~$0.1 million expired in 2022. The Company also has capital loss carryforwards for federal tax purposes of $0.4 million~~2023, ~~which begin to expire in 2024. The future utilization of net operating loss~~ and ~~tax credit carryforwards may be limited due to changes in ownership. Management has recorded a valuation allowance for all of the deferred tax assets due to the uncertainty of future taxable income.~~2022:


	December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State	—		—		36
Total	—		—		36
Deferred:
Federal	—		—		—
State	—		—		—
Total	—		—		—

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