Q3--12-31false0001819133http://www.tangotx.com/20250930#MarketableDebtSecuritiesMemberhttp://www.tangotx.com/20250930#MarketableDebtSecuritiesMemberhttp://fasb.org/us-gaap/2025#MarketableSecuritiesCurrenthttp://fasb.org/us-gaap/2025#MarketableSecuritiesCurrenthttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001819133tngx:VopimetostatDirectProgramExpenses-RDMember2024-07-012024-09-3000018191332025-07-012025-09-300001819133us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300001819133us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-3100018191332024-06-300001819133tngx:CollaborationRevenueMember2024-07-012024-09-300001819133us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001819133tngx:StockOptionsMember2025-09-300001819133us-gaap:USTreasurySecuritiesMember2025-09-3000018191332025-01-012025-03-310001819133tngx:AmendedGileadAgreementMembersrt:MaximumMember2020-08-310001819133tngx:SecurityDepositsMember2025-09-300001819133tngx:TNG260DirectProgramExpenses-RDMember2025-07-012025-09-300001819133us-gaap:AdditionalPaidInCapitalMember2025-09-300001819133us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001819133us-gaap:CommonStockMember2025-04-012025-06-300001819133tngx:TNG908DirectProgramExpenses-RDMember2025-07-012025-09-300001819133tngx:DiscoveryDirectProgramExpenses-RDMember2025-07-012025-09-300001819133us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001819133us-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133us-gaap:ComputerEquipmentMember2024-12-310001819133tngx:FacilitiesAndOtherRelatedExpenses-RDMember2024-01-012024-09-300001819133tngx:StockOptionsMember2025-01-012025-09-300001819133tngx:DiscoveryDirectProgramExpenses-RDMember2024-01-012024-09-300001819133tngx:FacilitiesAndOtherRelatedExpenses-RDMember2025-07-012025-09-300001819133tngx:TwoThousandAndEighteenGileadAgreementMember2025-01-012025-09-300001819133us-gaap:RestrictedStockUnitsRSUMember2025-09-300001819133tngx:ComputerSoftwareMember2024-12-310001819133tngx:AmendedGileadAgreementMember2024-04-012024-06-300001819133us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001819133tngx:DiscoveryDirectProgramExpenses-RDMember2024-07-012024-09-300001819133us-gaap:AdditionalPaidInCapitalMember2024-03-310001819133srt:MaximumMember2024-07-012024-09-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001819133us-gaap:ComputerEquipmentMember2025-09-3000018191332025-10-280001819133us-gaap:RetainedEarningsMember2025-01-012025-03-310001819133tngx:SesameAgreementMember2024-06-300001819133tngx:TwoThousandAndTwentyOnePlanMember2025-09-3000018191332023-12-310001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001819133tngx:UnderwrittenOfferingAndConcurrentPrivatePlacementMember2025-10-232025-10-230001819133tngx:DiscoveryDirectProgramExpenses-RDMember2025-01-012025-09-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001819133tngx:TwoThousandTwentyThreeInducementPlanMember2025-09-300001819133us-gaap:PrivatePlacementMember2023-08-112023-08-110001819133us-gaap:CommonStockMember2024-07-012024-09-300001819133us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001819133tngx:MedivirAgreementMembertngx:SpecifiedRegulatoryApprovalAndSalesMilestonesMember2020-03-310001819133us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-09-300001819133us-gaap:ResearchAndDevelopmentExpenseMember2025-07-012025-09-300001819133tngx:Personnel-RelatedExpenses-RDMember2024-07-012024-09-300001819133us-gaap:RestrictedStockMember2025-01-012025-09-300001819133tngx:TNG348DirectProgramExpenses-RDMember2025-07-012025-09-300001819133us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001819133tngx:TNG961DirectProgramExpenses-RDMember2025-07-012025-09-3000018191332025-09-300001819133us-gaap:RetainedEarningsMember2023-12-310001819133tngx:CollaborationRevenueMembertngx:GileadAgreementMember2024-07-012024-09-300001819133us-gaap:LeaseholdImprovementsMember2025-09-300001819133us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001819133tngx:TNG348DirectProgramExpenses-RDMember2024-01-012024-09-300001819133tngx:GileadAgreementMember2025-09-300001819133us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001819133tngx:GileadAgreementMember2024-12-310001819133us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001819133us-gaap:RetainedEarningsMember2025-09-300001819133us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-09-300001819133tngx:AmendedGileadAgreementMember2025-01-012025-09-300001819133tngx:VopimetostatDirectProgramExpenses-RDMember2025-07-012025-09-300001819133us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001819133us-gaap:ResearchAndDevelopmentExpenseMember2024-07-012024-09-300001819133tngx:TNG348DirectProgramExpenses-RDMember2024-07-012024-09-300001819133us-gaap:RetainedEarningsMember2024-01-012024-03-310001819133tngx:FacilitiesAndOtherRelatedExpenses-RDMember2024-07-012024-09-300001819133us-gaap:RetainedEarningsMember2025-07-012025-09-300001819133tngx:MedivirAgreementMembertngx:SpecifiedClinicalMilestonesMember2020-03-310001819133us-gaap:CommonStockMember2024-04-012024-06-3000018191332025-03-310001819133tngx:AmendedGileadAgreementMember2020-08-310001819133tngx:TNG961DirectProgramExpenses-RDMember2025-01-012025-09-300001819133us-gaap:CommonStockMember2025-07-012025-09-300001819133us-gaap:AdditionalPaidInCapitalMember2023-12-310001819133tngx:UnderwrittenOfferingAndConcurrentPrivatePlacementMembertngx:PreFundedWarrantsMember2025-10-230001819133tngx:ComputerSoftwareMember2025-09-300001819133us-gaap:FurnitureAndFixturesMember2025-09-300001819133tngx:TNG260DirectProgramExpenses-RDMember2024-01-012024-09-3000018191332025-06-300001819133tngx:TNG908DirectProgramExpenses-RDMember2024-07-012024-09-300001819133us-gaap:EquipmentMember2025-09-300001819133tngx:CollaborationRevenueMember2025-01-012025-09-300001819133us-gaap:RetainedEarningsMember2024-03-310001819133us-gaap:AdditionalPaidInCapitalMember2024-06-300001819133us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-3000018191332024-07-012024-09-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001819133us-gaap:AdditionalPaidInCapitalMember2024-12-310001819133us-gaap:CommonStockMembertngx:UnderwrittenOfferingAndConcurrentPrivatePlacementMember2025-10-232025-10-230001819133tngx:LicenseRevenueMember2024-01-012024-09-300001819133us-gaap:USTreasurySecuritiesMember2024-12-310001819133us-gaap:RetainedEarningsMember2024-09-300001819133tngx:TNG348DirectProgramExpenses-RDMember2025-01-012025-09-300001819133us-gaap:RetainedEarningsMember2024-04-012024-06-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001819133tngx:Personnel-RelatedExpenses-RDMember2024-01-012024-09-300001819133tngx:AmendedGileadAgreementMember2020-08-012020-08-310001819133tngx:CollaborationRevenueMembertngx:GileadAgreementMember2024-01-012024-09-300001819133us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001819133us-gaap:CommonStockMember2024-03-310001819133us-gaap:RestrictedStockUnitsRSUMember2024-12-310001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-3100018191332024-09-3000018191332024-04-012024-06-300001819133us-gaap:RetainedEarningsMember2024-12-310001819133tngx:AmendedGileadAgreementMember2021-09-300001819133us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133tngx:TNG908DirectProgramExpenses-RDMember2024-01-012024-09-300001819133tngx:AmendedGileadAgreementMember2024-06-012024-06-300001819133tngx:MedivirAgreementMember2020-03-310001819133tngx:TNG260DirectProgramExpenses-RDMember2024-07-012024-09-300001819133us-gaap:RetainedEarningsMember2025-04-012025-06-300001819133srt:MaximumMember2025-06-050001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001819133us-gaap:RetainedEarningsMember2024-07-012024-09-300001819133us-gaap:FairValueMeasurementsRecurringMember2024-12-3100018191332025-01-012025-09-300001819133tngx:TwoHundredOneBrooklineAvenueInBostonMember2025-08-310001819133us-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-12-310001819133us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001819133tngx:TwoThousandAndEighteenGileadAgreementMember2018-01-012018-12-310001819133us-gaap:CommonStockMember2025-03-310001819133us-gaap:AdditionalPaidInCapitalMember2025-03-310001819133us-gaap:CommonStockMember2025-01-012025-03-310001819133us-gaap:FurnitureAndFixturesMember2024-12-310001819133tngx:TNG456DirectProgramExpenses-RDMember2024-07-012024-09-300001819133srt:MinimumMember2025-06-050001819133srt:MaximumMember2025-07-012025-09-300001819133tngx:ForecastingTaxableLossPositionDeferredTaxAssetsMember2025-01-012025-09-300001819133us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001819133us-gaap:EquipmentMember2024-12-310001819133tngx:CollaborationRevenueMember2025-07-012025-09-300001819133tngx:MedivirAgreementMembertngx:SpecifiedRegulatoryAndSalesMilestonesForGeneticContextMember2020-03-310001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001819133us-gaap:CommonStockMember2024-09-300001819133tngx:AmendedGileadAgreementMember2020-12-310001819133us-gaap:AdditionalPaidInCapitalMember2024-09-300001819133tngx:Personnel-RelatedExpenses-RDMember2025-07-012025-09-300001819133us-gaap:RetainedEarningsMember2024-06-300001819133us-gaap:CommonStockMember2025-06-300001819133us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001819133us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001819133tngx:TwoThousandAndTwentyOneEmployeeStockPurchasePlanMember2025-01-012025-09-300001819133tngx:MarketableDebtSecuritiesMember2024-01-012024-12-310001819133tngx:TNG456DirectProgramExpenses-RDMember2025-01-012025-09-300001819133tngx:AmendedGileadAgreementMembertngx:SeriesBOnePreferredStockMember2020-08-310001819133srt:DirectorMembertngx:ConsultingAgreementMemberus-gaap:SubsequentEventMember2025-10-310001819133us-gaap:USGovernmentAgenciesDebtSecuritiesMember2025-09-300001819133tngx:PreFundedWarrantsMember2023-08-110001819133us-gaap:CommonStockMember2024-06-300001819133tngx:TwoThousandAndEighteenGileadAgreementMember2018-10-012018-10-310001819133us-gaap:EmployeeStockOptionMember2024-01-012024-09-3000018191332024-01-012024-12-310001819133tngx:SecurityDepositsMember2024-09-300001819133tngx:TwoHundredOneBrooklineAvenueInBostonMember2025-08-012025-08-310001819133us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001819133us-gaap:CommonStockMember2024-01-012024-03-310001819133us-gaap:ConstructionInProgressMember2024-12-310001819133us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001819133tngx:CollaborationRevenueMembertngx:GileadAgreementMember2025-07-012025-09-300001819133us-gaap:RetainedEarningsMember2025-03-310001819133us-gaap:CommonStockMember2024-12-310001819133tngx:CollaborationRevenueMembertngx:GileadAgreementMember2025-01-012025-09-3000018191332024-01-012024-03-310001819133tngx:VopimetostatDirectProgramExpenses-RDMember2025-01-012025-09-300001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-3100018191332025-04-012025-06-300001819133tngx:MarketableDebtSecuritiesMember2025-09-300001819133tngx:TNG260DirectProgramExpenses-RDMember2025-01-012025-09-300001819133us-gaap:AdditionalPaidInCapitalMember2025-06-3000018191332024-03-3100018191332024-12-3100018191332024-01-012024-09-300001819133us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001819133us-gaap:CommonStockMembertngx:UnderwrittenOfferingAndConcurrentPrivatePlacementMember2025-10-230001819133us-gaap:CommonStockMember2023-12-310001819133us-gaap:LeaseholdImprovementsMember2024-12-310001819133us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001819133tngx:TNG456DirectProgramExpenses-RDMember2024-01-012024-09-300001819133us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001819133tngx:MarketableDebtSecuritiesMember2025-01-012025-09-300001819133us-gaap:RetainedEarningsMember2025-06-300001819133tngx:TNG456DirectProgramExpenses-RDMember2025-07-012025-09-300001819133tngx:TNG961DirectProgramExpenses-RDMember2024-01-012024-09-300001819133us-gaap:RestrictedStockMember2024-01-012024-09-300001819133tngx:Personnel-RelatedExpenses-RDMember2025-01-012025-09-300001819133tngx:VopimetostatDirectProgramExpenses-RDMember2024-01-012024-09-300001819133tngx:CollaborationRevenueMember2024-01-012024-09-300001819133tngx:TNG908DirectProgramExpenses-RDMember2025-01-012025-09-300001819133tngx:TNG961DirectProgramExpenses-RDMember2024-07-012024-09-300001819133tngx:FacilitiesAndOtherRelatedExpenses-RDMember2025-01-012025-09-300001819133us-gaap:CommonStockMember2025-09-30tngx:Programxbrli:purexbrli:sharestngx:Segmentiso4217:USDxbrli:sharesiso4217:USD

i113.ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2025


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

For the transition period from _____________ to _____________

Commission File Number: 001-39485

TANGO THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-1195036
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
201 Brookline Ave., Suite 901 Boston, MA	02215
(Address of principal executive offices)	(Zip Code)

(857) 320-4900

(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

     TNGX

     Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

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

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

As of October 28, 2025, the registrant had 134,593,998 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II.	OTHER INFORMATION	30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36

Summary of Material Risks Associated with Our Business

Our business is subject to numerous material and other risks that you should be aware of before making an investment decision with respect to our securities. These risks are described more fully in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q. These risks include, among others, the following (which is not an exhaustive list of all such risks):


	•		We are a precision oncology company with a limited operating history. We have no products approved for commercial sale, have not generated any revenue from product sales and may never become profitable. Further, we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.


	•		We have incurred significant net losses since our inception and anticipate that we will continue to incur losses for the foreseeable future. We expect our operating results to fluctuate significantly in the future as our business advances.


	•		We will need to raise substantial additional funding. If we are unable to raise capital when needed or on terms acceptable to us, we would be forced to delay, reduce or eliminate some of our product development programs or commercialization efforts. Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.


	•		We have never successfully completed any clinical trials and we may be unable to do so for any product candidates we develop. Certain of our programs are still in preclinical development and may never advance to clinical development.


	•		Our programs are focused on the development of oncology therapeutics for patients with genetically defined or biomarker-driven cancers, which is a rapidly evolving area of science, and the approach we are taking to discover and develop drugs is novel and may never lead to approved or marketable products.


	•		If we are unable to successfully validate, develop and obtain regulatory approval for screening tests and companion diagnostic tests for our product candidates that require or would commercially benefit from such tests, or experience significant delays in doing so, we may not realize the full commercial potential of these product candidates. We will also rely on third-parties for screening for biomarkers that enable patient selection for clinical trials and target engagement.


	•		Clinical product development involves a lengthy and expensive process, with an uncertain outcome. Further, our current and potential future collaborations may not realize the anticipated benefits.


	•		Initial, interim and top-line data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to confirmation, audit and verification procedures that could result in material changes in the final data.


	•		Results from earlier preclinical studies of our programs and product candidates are not necessarily predictive of the results of later preclinical studies and clinical trials of our programs and product candidates. If we cannot replicate the results from our earlier preclinical studies of our programs and product candidates in our later preclinical studies and clinical trials, we may be unable to successfully develop, obtain regulatory approval for and commercialize our product candidates.


	•		If we experience delays or difficulties in the initiation, enrollment or dosing of patients in clinical trials, the announcement of clinical trial results and our receipt of necessary regulatory approvals (if any) could be delayed or prevented.


	•		Our clinical trials or those of our current or future collaborators may reveal significant adverse events not seen in our preclinical or nonclinical studies and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of our product candidates.


	•		Some of our product candidates modulate pathways for which there are currently no approved or effective therapies, and utilize novel binding locations, which may result in greater research and development expenses, regulatory issues that could delay or prevent approval, or discovery of unknown or unanticipated adverse effects.


	•		If we are not able to obtain, or if there are delays in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired.


	•		Public health crises may materially and adversely affect our business and our financial results and could cause a disruption to the development of our product candidates and the initiation and completion of clinical trials.


	•		We currently rely and expect to continue to rely on third parties to conduct our clinical trials, as well as investigator-sponsored clinical trials of our product candidates (if any). If these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.


	•		We contract with a limited number of third parties for the manufacture of our product candidates for preclinical development and clinical trials and expect to continue to do so for future clinical testing and commercialization (if approved). This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.


	•		We rely on a very limited number of third parties for the supply of the active pharmaceutical ingredients, or API, and drug product to be used in our product candidates (for example, an affiliate of WuXi AppTec is the sole source of API for all of our clinical-stage product candidates), and WuXi AppTec has been the subject of proposed Congressional legislation that, if enacted, could materially restrict our ability to conduct business with, and obtain API from, WuXi AppTec. The loss of any of these suppliers, including WuXi AppTec, could significantly harm our business.


	•		If we cannot obtain new patents, maintain our existing patents and protect the confidentiality and proprietary nature of our trade secrets and other intellectual property, our business and competitive position may be harmed.


	•		If we are found to be infringing third party patents, we may be forced to pay damages to the patent owner and/or obtain a license to continue the manufacture, sale or development of our products. If we cannot obtain a license, we may be prevented from the manufacture, sale or development of our products or product candidates, which may adversely affect our business.


	•		Development of combination therapies may present more or different challenges than development of single agent therapies.


	•		Inadequate funding for government agencies in or outside the United States, including from government shutdowns or other disruptions to these agencies' staffing and operations, could prevent new products and services being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business. Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as "anticipates," "continue," "could," "may," "forecasts," "expects," "intends," "plans," "potentially," "believes," "seeks," "estimates," "predict," "target," and variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such statements. Such forward-looking statements are based on current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by our management, and may include, but are not limited to, statements regarding:


	•		the initiation, timing, progress, results, and cost of our research and development programs and our current and future preclinical studies and clinical trials and combination clinical trials, including statements regarding the timing of IND filings and acceptance, active enrollment and dosing in clinical trials (including combination clinical trials), future plans for dose expansions and dose escalations, and initiation and completion of studies or clinical trials (including combination trials), plans for initiating a registrational trial for vopimetostat (TNG462) in 2026 and the continued enrollment in our

iii


			vopimetostat monotherapy and combination clinical trials (and related preparatory work for each), plans for the TNG456 clinical trial, and the period during which the results of our clinical trials (including initial and final trial results) will become available (such as the clinical data update from the lung cohort of the ongoing Phase 1/2 clinical trial in vopimetostat expected in 2026);


	•		our ability to discover and develop product candidates efficiently (including the advancement of development candidates on the timelines identified and the ability to identify and contract with clinical trial sites and investigators to use our product candidates in trials);


	•		our ability and potential (or those of third parties) to manufacture our drug product, drug substance and product candidates successfully for preclinical use, for clinical trials and on a larger scale for commercial use, if approved;


	•		the ability and willingness of our third-party strategic collaborators to continue research and development activities relating to our development candidates and product candidates;


	•		our ability to obtain funding for our operations necessary to complete further research, development and commercialization of our product candidates (and that existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into 2028);


	•		our ability to obtain and, if approved, maintain regulatory approval of our product candidates (as well as approval or clearance of screening tests and companion diagnostic tests for our product candidates) and the potential paths to approval our product candidates, including for vopimetostat as a monotherapy or in combination in MTAP-deleted pancreatic and lung cancer;


	•		our ability to commercialize our products, if approved;


	•		the pricing and reimbursement of our product candidates, if approved;


	•		the implementation of our business model, and strategic plans for our business and product candidates;


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


	•		estimates of our future expenses, capital requirements, and our need for additional financing;


	•		the potential benefits of strategic collaboration agreements, our ability to enter into strategic collaborations or arrangements, and our ability to attract collaborators with development, regulatory and commercialization expertise;


	•		future agreements with third parties in connection with the commercialization of product candidates (if approved) and any other approved products;


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


	•		our financial performance, including the expectation that we will continue to incur operating losses and negative cash flow;


	•		the rate and degree of market acceptance of our product candidates, if approved;


	•		regulatory developments in the United States and foreign countries, including product approval requirements and pricing regulations by U.S. regulatory authorities (such as the Centers for Medicare & Medicaid Services) and foreign regulatory authorities;


	•		our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;


	•		our ability (or the ability of third parties with whom we contract) to produce our products or product candidates with advantages in turnaround times or manufacturing cost;


	•		our ability to deliver the deep, durable target inhibition - with favorable tolerability and safety profiles - necessary to maximize clinical benefit as a result of the unique ability of synthetic lethal targeting to spare normal cells, as well as the success of competing therapies that are or may become available;


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


	•		the impact of laws and regulations;

      
     •
 
•
 
     developments relating to our competitors and industry;
 
the impact of trade restrictions (such as sanctions or tariffs); regulatory requirements, legal actions, or enforcement; inflation rates; and inadequate funding for government agencies on our business, financial condition, and results of operations;


	•		the effect of public health crises on our business operations, including but not limited to our preclinical studies and clinical trials and any future studies or trials;

      
     •
 
     the expected benefits of the use of our drugs in patients as single agents and/or in combination, including our belief that TNG456 has sufficient brain penetrance to potentially have meaningful efficacy in glioblastoma and our expectations regarding future clinical trials, including our belief that the ongoing Phase 1/2 combination study of vopimetostat and RAS(ON) inhibitors has the potential to support a first line pancreatic cancer pivotal study in MTAP-deleted/RAS mutated patients; and


	•		other risks and uncertainties, including those identified in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. In both cases, see section titled “Risk Factors.”

The forward-looking statements contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A of this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we currently consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

USE OF DEFINED TERMS IN THIS QUARTERLY REPORT ON FORM 10-Q

Unless the context otherwise requires in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, we use the following defined terms:

“the Company”, “we”, “our” and “us” mean Tango Therapeutics, Inc. and its wholly-owned subsidiaries;

ii.

“Business Combination” means the merger of BCTG Merger Sub Inc. with and into Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc.) on August 10, 2021, with Tango Therapeutics, Inc. as the surviving company in the merger as a wholly-owned subsidiary of BCTG Acquisition Corp. (now known as Tango Therapeutics, Inc.);

iii.

“CNS” means central nervous system;

iv.

“CoREST” means Co-repressor of Repressor Element-1 Silencing Transcription;

“FDA” means U.S. Food and Drug Administration;

vi.

“FOCAD” means focadhesin;

vii.

“Gilead” means Gilead Sciences, Inc.;

viii.

“GBM” means glioblastoma;

ix.

“IND” means Investigational New Drug Application;

“MTA” means methylthioadenosine;

xi.

“MTAP” means methylthioadenosine phosphorylase;

xii.

“NSCLC” means non-small cell lung cancer;

xiii.

“PRMT5” means protein arginine methyltransferase 5;

xiv.

“Quarterly Report” means this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025;

xv.

“STK11” means serine-threonine kinase 11; and

xvi.

“USP1” means ubiquitin-specific protease 1.

Corporate Information

We were formerly known as BCTG Acquisition Corp., or BCTG, and were incorporated in Delaware in May 2020 as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination. On August 10, 2021, we consummated the merger pursuant to the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG, BCTG Merger Sub Inc. and Tango Therapeutics Sub, Inc. Upon the consummation of the merger, we changed our name to Tango Therapeutics, Inc.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. We also make available, free of charge on our website, the reports filed with the SEC by our executive officers, directors and 10% stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after copies of those filings are provided to us by those persons. Accordingly, investors should monitor such portions of the Company’s website, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts (if any). Information on our website is not to be deemed to be incorporated by reference in, and is not part of, this Quarterly Report on Form 10-Q or any of our other securities filings, unless specifically incorporated herein by reference, and should not be relied upon in making a decision as to whether or not to purchase our common stock. Our filings with the SEC may be accessed through the SEC’s Interactive Data Electronic Applications system at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Further, the Company intends to use its website at http://www.tangotx.com as a means of disclosing material non-public information and for complying with its disclosure obligations under the SEC Regulation FD. Such disclosures will be included on the Company’s website under the heading “Investors.” Accordingly, investors should monitor such portions of the Company’s website, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts (if any). The information contained on, or that may be accessed through, the website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

Our principal executive office is located at 201 Brookline Avenue, Suite 901, Boston, Massachusetts 02215.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	58,338		$	69,530
Marketable securities		94,473			188,387
Restricted cash		428			—
Prepaid expenses and other current assets		10,540			8,426
Total current assets		163,779			266,343
Property and equipment, net		7,346			8,102
Operating lease right-of-use assets		36,582			39,476
Restricted cash, net of current portion		2,139			2,567
Other assets		290			4
Total assets	$	210,136		$	316,492
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,229		$	1,601
Accrued expenses and other current liabilities		13,113			16,497
Operating lease liabilities		3,102			2,454
Deferred revenue		—			17,618
Total current liabilities		18,444			38,170
Operating lease liabilities, net of current portion		31,661			34,039
Deferred revenue, net of current portion		—			44,766
Total liabilities		50,105			116,975
Commitments and contingencies (Note 7)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Stockholders' equity:
Common stock, $0.001 par value; 400,000,000 and 200,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively; 111,567,062 and 107,729,343 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		112			108
Additional paid-in capital		724,201			700,631
Accumulated other comprehensive income		121			336
Accumulated deficit		(564,403	)		(501,558	)
Total stockholders’ equity		160,031			199,517
Total liabilities and stockholders’ equity	$	210,136		$	316,492

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

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025		2024			2025			2024
Collaboration revenue	$	53,811	$	11,607		$	62,384		$	25,852
License revenue		—		—			—			12,100
Total revenue		53,811		11,607			62,384			37,952
Operating expenses:
Research and development		30,815		33,263			100,064			109,981
General and administrative		8,924		11,222			31,745			32,656
Total operating expenses		39,739		44,485			131,809			142,637
Operating income (loss)		14,072		(32,878	)		(69,425	)		(104,685	)
Other income:
Interest income		1,097		1,809			3,950			6,077
Other income, net		705		1,956			2,689			6,135
Total other income, net		1,802		3,765			6,639			12,212
Pretax income (loss)		15,874		(29,113	)		(62,786	)		(92,473	)
Benefit from (provision for) income taxes		10		(54	)		(59	)		(159	)
Net income (loss)	$	15,884	$	(29,167	)	$	(62,845	)	$	(92,632	)

Net income (loss) per common share – basic	$	0.14	$	(0.27	)	$	(0.57	)	$	(0.85	)
Weighted average number of common shares outstanding – basic		110,966,345		108,507,390			110,761,673			108,990,011

Net income (loss) per common share – diluted	$	0.13	$	(0.27	)	$	(0.57	)	$	(0.85	)
Weighted average number of common shares outstanding – diluted		117,782,074		108,507,390			110,761,673			108,990,011

Net income (loss)	$	15,884	$	(29,167	)	$	(62,845	)	$	(92,632	)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities		27		1,084			(215	)		564
Comprehensive income (loss)	$	15,911	$	(28,083	)	$	(63,060	)	$	(92,068	)

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

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(Unaudited)


					Additional			Accumulated Other						Total
	Common Stock				Paid-in			Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital			Income (Loss)			Deficit			Equity
Balance at December 31, 2024		107,729,343	$	108	$	700,631		$	336		$	(501,558	)	$	199,517
Issuance of common stock under stock plans		378,547		—		2			—			—			2
Stock-based compensation expense		—		—		7,255			—			—			7,255
Other comprehensive loss		—		—		—			(142	)		—			(142	)
Net loss		—		—		—			—			(39,876	)		(39,876	)
Balance at March 31, 2025		108,107,890	$	108	$	707,888		$	194		$	(541,434	)	$	166,756
Issuance of common stock under stock plans		422,873		1		580			—			—			581
Exercise of pre-funded stock warrants		2,340,486		2		(2	)		—			—			—
Stock-based compensation expense		—		—		6,570			—			—			6,570
Other comprehensive loss		—		—		—			(100	)		—			(100	)
Net loss		—		—		—			—			(38,853	)		(38,853	)
Balance at June 30, 2025		110,871,249	$	111	$	715,036		$	94		$	(580,287	)	$	134,954
Issuance of common stock under stock plans		695,813		1		2,540			—			—			2,541
Stock-based compensation expense		—		—		6,625			—			—			6,625
Other comprehensive income		—		—		—			27			—			27
Net income		—		—		—			—			15,884			15,884
Balance at September 30, 2025		111,567,062	$	112	$	724,201		$	121		$	(564,403	)	$	160,031


					Additional		Accumulated Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balance at December 31, 2023		102,202,759	$	102	$	624,076	$	186		$	(371,256	)	$	253,108
Issuance of common stock under stock plans		526,826		1		1,258		—			—			1,259
At-the-market offerings, net of issuance costs		4,001,200		4		41,719		—			—			41,723
Stock-based compensation expense		—		—		6,719		—			—			6,719
Other comprehensive loss		—		—		—		(443	)		—			(443	)
Net loss		—		—		—		—			(37,914	)		(37,914	)
Balance at March 31, 2024		106,730,785	$	107	$	673,772	$	(257	)	$	(409,170	)	$	264,452
Issuance of common stock under stock plans		313,455		—		1,311		—			—			1,311
Stock-based compensation expense		—		—		7,538		—			—			7,538
Other comprehensive loss		—		—		—		(77	)		—			(77	)
Net loss		—		—		—		—			(25,551	)		(25,551	)
Balance at June 30, 2024		107,044,240	$	107	$	682,621	$	(334	)	$	(434,721	)	$	247,673
Issuance of common stock under stock plans		370,396		—		2,402		—			—			2,402
Stock-based compensation expense		—		—		7,178		—			—			7,178
Other comprehensive income		—		—		—		1,084			—			1,084
Net loss		—		—		—		—			(29,167	)		(29,167	)
Balance at September 30, 2024		107,414,636	$	107	$	692,201	$	750		$	(463,888	)	$	229,170

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

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(62,845	)	$	(92,632	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		1,802			1,879
Noncash operating lease expense		3,003			2,791
Stock-based compensation		20,450			21,435
Accretion on marketable securities		(1,920	)		(3,761	)
Other, net		(58	)		33
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(2,113	)		1,259
Other long-term assets		(286	)		34
Accounts payable		406			1,323
Accrued expenses and other liabilities		(3,384	)		(357	)
Operating lease liabilities		(1,839	)		(1,006	)
Deferred revenue		(62,384	)		(25,852	)
Net cash used in operating activities		(109,168	)		(94,854	)
Cash flows from investing activities
Purchase of property and equipment		(826	)		(630	)
Sales and maturities of marketable securities		185,115			243,035
Purchases of marketable securities		(89,437	)		(208,339	)
Net cash provided by investing activities		94,852			34,066
Cash flows from financing activities
Proceeds from issuance of common stock and pre-funded warrants		—			41,723
Proceeds from issuance of common stock upon exercise of stock options and purchase of shares under ESPP		3,124			4,972
Net cash provided by financing activities		3,124			46,695
Net change in cash, cash equivalents and restricted cash		(11,192	)		(14,093	)
Cash, cash equivalents and restricted cash, beginning of period		72,097			69,808
Cash, cash equivalents and restricted cash, end of period	$	60,905		$	55,715
Supplemental cash flow information:
Cash paid for leases	$	4,396		$	3,731
Supplemental disclosure of noncash investing and financing activity:
Purchases of property and equipment included in accounts payable and accrued expenses	$	222		$	3
Operating lease liabilities from obtaining right-of-use assets	$	1,308		$	210
Revaluation of right-of-use asset and lease liability upon lease remeasurement	$	1,199		$	497

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

TANGO THERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nature of the Business and Basis of Presentation

Tango Therapeutics, Inc. is a precision oncology company committed to the discovery and development of novel drugs in defined patient populations with high unmet medical need.

Tango Therapeutics, Inc. (together with its consolidated subsidiaries, Tango or the Company), formerly known as BCTG Acquisition Corp. (BCTG), was incorporated in Delaware on May 21, 2020. BCTG was a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements reflect the operations of Tango and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.

In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results for the year ending December 31, 2025, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 have been prepared on the same basis as and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025.

Liquidity and Capital Resources

The Company expects that its existing cash, cash equivalents and marketable securities as of September 30, 2025 of $152.8 million, in addition to $212.0 million in net proceeds from our underwritten offering and concurrent private placement of common shares and pre-funded warrants to purchase common shares in October 2025, will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the issuance date of these financial statements with an expected cash runway into 2028.

Since inception, the Company has incurred significant operating losses and expects to continue to generate operating losses and negative cash flows from operations for the foreseeable future. The Company will need to finance its operations through public or private securities offerings, debt financings or other sources, which may include licensing, collaborations or other strategic transactions or arrangements. If the Company is unable to obtain funding, the Company may be required to delay, limit, reduce or terminate product development or future commercialization efforts or grant rights to third parties to develop and market products or product candidates that the Company would otherwise prefer to develop and market itself.

On October 23, 2025, the Company priced an underwritten offering and a concurrent private placement for the issuance of a total of 22,755,438 shares of common stock at a price of $8.66 per share and pre-funded warrants to purchase 3,226,458 shares of common stock at a purchase price of $8.659 per pre-funded warrant, resulting in gross proceeds of $225.0 million. The pre-funded warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and will remain exercisable until exercised in full. After deducting expenses related to the offering and private placement of $13.0 million, net proceeds were $212.0 million. Both transactions closed on October 24, 2025.

Summary of Significant Accounting Policies

There have been no changes from the significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, of the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of consolidated financial statements requires that the Company make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosures. Significant estimates and assumptions made in the consolidated financial statements include, but are not limited to, the revenue recognized from collaboration agreements and the accrual for research and development expenses. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The standard is intended to enhance the existing income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The standard is effective for annual periods beginning after December 15, 2024. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related 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." The standard is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

Collaboration Agreements

In October 2018, the Company entered into a Research Collaboration and License Agreement (the 2018 Gilead Agreement) with Gilead Sciences, Inc. (Gilead). Pursuant to the terms of the 2018 Gilead Agreement, the Company received an initial upfront payment of $50.0 million. Gilead had the option to obtain exclusive, worldwide licenses to develop and commercialize up to five validated programs (Gilead Program License).

In August 2020, the Company and Gilead entered into an Amended Research Collaboration and License Agreement (the Gilead Agreement), which superseded and replaced the 2018 Gilead Agreement. The Gilead Agreement represents a continuation of the initial target discovery and validation research and development efforts begun under the 2018 Gilead Agreement. Under the Gilead Agreement:

•

The Company received upfront, non-refundable consideration of $125.0 million from Gilead upon execution of the Gilead Agreement in 2020;

•

The term of the 2018 Gilead Agreement ended on the date the Gilead Agreement was executed. The Gilead Agreement has a research term of seven years;

•

Gilead expanded its option to license up to 15 programs for which Gilead may obtain exclusive, worldwide licenses to develop and commercialize therapies, subject to applicable license fees;

•

Prior to exercising its option to license a program, Gilead may “extend” such program, in which case Gilead will pay research option-extension fees and the Company will continue to collaborate with Gilead to discover and develop programs, potentially through early clinical development;

•

Gilead has the option to “reserve” a target during which Gilead may: (i) license the target, (ii) “extend” the target, or (iii) decline the target, during the designated reserve target period. If, during the reserve target period Tango elects to work on the reserved target, Tango will retain full rights to the target program and Gilead receives a right of first negotiation in connection with any future partnering or licensing of such target by Tango, if any; and

•

For up to five programs licensed by Gilead, the Company has the option to co-develop and co-promote the lead product in the U.S., subject to certain exceptions, and is eligible to receive tiered royalties in the first decile on ex-U.S. sales.

In August 2025, the Company and Gilead mutually agreed to truncate the research term of the collaboration and license agreement from seven to five years, concluding the research portion of the collaboration. There is no financial penalty to the Company as a result, no licensed programs are being returned to the Company, all ongoing work at Gilead on licensed programs will continue and agreements for all future milestones and royalties remain in effect. The Company has no future research obligations and the remaining unrecognized deferred revenue balance as of June 30, 2025 of $53.8 million has been recognized as revenue in the third quarter of 2025.

The Company remains eligible to receive up to $300.0 million per program in clinical, regulatory, and commercial milestones and royalties on future sales of commercialized products, if any.

In August 2020, Gilead also made an equity investment of $20.0 million into the Company as a participant in the Company’s Series B-1 preferred stock offering. At the time of the original investment, as of the September 30, 2025 balance sheet date, and based on current ownership of common stock, Gilead is not considered to be a related party to the Company.

Accounting for the Gilead Collaboration

The Gilead Agreement is accounted for under ASC 606. The Company identified a single combined performance obligation under the Gilead Agreement consisting of the research services and continued participation on the joint steering committee during the research term. For research option-extension fees, the Company determined that the additional goods and services relating to the continued research services were not distinct from the early-stage research services already promised to Gilead under the on-going research plan. Consideration pertaining to each of the research option-extensions is paid to the Company in equal quarterly installment payments over an agreed upon payment schedule. The research option-extension consideration are added to the transaction price under the Gilead Agreement. License fees are recognized as revenue immediately as the Company has no continued involvement in the advancement of the program, Gilead can benefit from the license on its own, and the license is separately identifiable from the research services.

Gilead Revenue Recognized

The total transaction price allocated to the combined performance obligation under the Gilead Agreement was $199.0 million at September 30, 2025. The total transaction price was comprised of the $50.0 million upfront payment pursuant to the 2018 Gilead Agreement, the $125.0 million upfront payment pursuant to the Gilead Agreement, and $24.0 million payment pursuant to the research option-extension fee in December 2020 and in September 2021. During the three months ended September 30, 2025 and 2024, the Company recognized $53.8 million and $11.6 million, respectively, and during the nine months ended September 30, 2025 and 2024, the Company recognized $62.4 million and $25.9 million, respectively, of collaboration revenue associated with the Gilead agreements based on performance completed during each period.

The Company reevaluates the transaction price and the total estimated costs expected to be incurred to satisfy the performance obligations at the end of each reporting period and as uncertain events, such as changes to the expected timing and cost of certain research and development activities that the Company is responsible for, are resolved or other changes in circumstances occur. The Company had no short-term or long-term deferred revenue as of September 30, 2025, and had $17.6 million short-term and $44.8 million long-term deferred revenue as of December 31, 2024.

In June 2024, Gilead licensed a drug discovery program for a $12.0 million license fee. The $12.0 million license fee was recognized as revenue in the second quarter of 2024 as the Company has no continued involvement in the advancement of the program, Gilead can benefit from the license on its own, and the license is separately identifiable from the research services.

Costs incurred pursuant to the Gilead Agreement and the 2018 Gilead Agreement are recorded as research and development expense.

Fair Value Measurements

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis:


	Fair Market Value Measurements as of September 30, 2025
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents:
Money market funds	$	19,055	$	—	$	—	$	19,055
U.S. Treasury bills		—		—		—		—
Marketable debt securities:
U.S. Treasury bills		—		91,467		—		91,467
U.S. government agency bonds		—		3,006		—		3,006
Total assets	$	19,055	$	94,473	$	—	$	113,528


	Fair Market Value Measurements as of December 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents
Money market funds	$	14,915	$	—	$	—	$	14,915
U.S. Treasury bills		—		10,112		—		10,112
Marketable debt securities
U.S. Treasury bills		—		176,374		—		176,374
U.S. government agency bonds		—		12,013		—		12,013
Total assets	$	14,915	$	198,499	$	—	$	213,414

There were no transfers between fair value levels during the nine months ended September 30, 2025.

Marketable Securities

The Company values its marketable securities using independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources.

The following table summarizes the Company’s marketable debt securities, classified as available-for-sale:


	Fair Value Measurements as of September 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss			Fair Value
	(in thousands)
Marketable debt securities:
U.S. Treasury bills	$	91,346	$	122	$	(1	)	$	91,467
U.S. government agency bonds		3,006		—		—			3,006
	$	94,352	$	122	$	(1	)	$	94,473


	Fair Value Measurements as of December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss			Fair Value
	(in thousands)
Marketable debt securities:
U.S. Treasury bills	$	176,049	$	364	$	(39	)	$	176,374
U.S. government agency bonds		12,002		11		—			12,013
	$	188,051	$	375	$	(39	)	$	188,387

The Company did not hold any marketable debt securities with a contractual maturity date of greater than one year as of September 30, 2025.

The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in an unrealized loss position:


	September 30, 2025
	Less than twelve months					Greater than twelve months				Total
	Fair value		Unrealized loss			Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands)
U.S. Treasury bills	$	10,024	$	(1	)	$	-	$	-	$	10,024	$	(1	)
U.S. government agency bonds		-		-			-		-		-		-
	$	10,024	$	(1	)	$	-	$	-	$	10,024	$	(1	)


	December 31, 2024
	Less than twelve months					Greater than twelve months				Total
	Fair value		Unrealized loss			Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands)
U.S. Treasury bills	$	46,016	$	(39	)	$	-	$	-	$	46,016	$	(39	)
	$	46,016	$	(39	)	$	-	$	-	$	46,016	$	(39	)

The Company holds investment grade marketable securities considered to be in an unrealized loss position. Although these marketable securities are held at an unrealized loss position at September 30, 2025, the Company does not intend to sell the marketable securities prior to the value of the securities being recovered and the Company has concluded that it is more likely than not that the marketable securities cost basis values will be recovered prior to sale of the securities and that there are no conditions or events that might require the Company to sell the securities before recovery of the cost basis occurs. Further, the Company did not record any impairments to marketable securities or reserves for credit losses related to its marketable debt securities during the periods then ended. Marketable securities include $0.7 million and $1.4 million in accrued interest at September 30, 2025 and December 31, 2024, respectively.

Supplemental Balance Sheet Information

Property and Equipment

Property and equipment, net consists of the following:


	September 30,			December 31,
	2025			2024
	(in thousands)
Laboratory equipment	$	8,936		$	8,936
Computer equipment		2,599			2,437
Computer software		125			125
Furniture and fixtures		2,023			1,945
Leasehold improvements		3,723			2,870
Construction in progress		—			152
		17,406			16,465
Less: Accumulated depreciation		(10,060	)		(8,363	)
Property and equipment, net	$	7,346		$	8,102

Depreciation expense was $1.8 million and $1.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities include the following:


	September 30,		December 31,
	2025		2024
	(in thousands)
Payroll and employee-related costs	$	6,477	$	8,951
Research and development costs		4,907		5,811
Other		1,729		1,735
Total accrued expenses and other current liabilities	$	13,113	$	16,497

Restricted Cash

As of September 30, 2025 and 2024, the Company maintained a restricted cash balance of $2.6 million and $2.6 million, respectively, all of which was related to a security deposit associated with the Company’s facility lease. The cash will remain restricted in accordance with the lease agreement absent the event of a lease termination or modification. The reconciliation of cash and cash equivalents and restricted cash to amounts presented in the condensed consolidated statements of cash flows are as follows:


	September 30, 2025		September 30, 2024
	(in thousands)
Cash and cash equivalents	$	58,338	$	53,148
Restricted cash		2,567		2,567
Cash, cash equivalents and restricted cash	$	60,905	$	55,715

Commitments and Contingencies

License Agreements

Sesame Therapeutics, Inc.

In June 2024, the Company and Sesame Therapeutics, Inc. (Sesame) entered into a license agreement pursuant to which the Company granted Sesame a non-exclusive license to certain know-how associated with preclinical research (the Sesame

Agreement). Pursuant to the Sesame Agreement, the Company received a $0.1 million upfront, non-refundable payment in June 2024. Under the terms of the Sesame Agreement, the Company is eligible to receive up to $25.9 million in potential future clinical, regulatory, and commercial milestone event payments. The Company is also eligible to receive low single-digit tiered royalties on net sales of any product covered by a licensed patent.

The Company evaluated the Sesame Agreement under ASC 606. The Company identified the following promises under the agreement: (1) the non-exclusive license and (2) the initial know-how transfer, and determined that the promises were immaterial as the upfront license payment at contract inception was an inconsequential payment amount. The initial upfront license payment was recorded as license revenue on the consolidated statements of operations and comprehensive loss during the period ended June 30, 2024.

All potential future milestone payments are considered to be variable consideration and have been excluded from the transaction price. Revenue for all potential clinical and regulatory milestone achievements will be recognized when the related milestones are achieved or when it becomes probable that a significant reversal in the amount of revenue recognized relating to the milestone event will not occur. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. Additionally, revenue related to potential sales milestones and royalties from the sales of the licensed products will be recognized when the related sales occur.

In August 2025, the Company and Sesame entered into a use and occupancy sub-lease of office and laboratory space at 201 Brookline Avenue in Boston, Massachusetts. The sub-lease has a term of 17-months with an option to extend for one additional six-month period. Total sub-lease payments from Sesame to Tango will approximate $0.4 million over the term of the sub-lease agreement.

Due to common relationships amongst members of management and the boards of directors, the transactions above with Sesame are related party transactions.

Medivir AB

In March 2020, the Company entered into a license agreement (the Medivir Agreement) with Medivir AB (Medivir), pursuant to which the Company obtained an exclusive license to all patents, know-how and other intellectual property associated with certain USP1 assets. Pursuant to the Medivir Agreement, the Company made an upfront payment of $0.4 million.

Under the terms of the Medivir Agreement, the Company is obligated to pay Medivir in connection with development, regulatory and commercial activities. The Company has agreed to make certain milestone payments of $1.4 million in the aggregate for the first licensed product that achieves specified clinical milestones, plus $25.0 million for the first licensed product that achieves specified regulatory approval and sales milestones, in each case, in either of the first two specified genetic contexts and $0.7 million in the aggregate if that first licensed product achieves specified clinical milestones, plus $5.0 million if that first licensed product achieves specified regulatory and sales milestones for a third genetic context or the second licensed product achieves such specified development, regulatory and sales milestones in either of the first two specified genetic contexts. The Company has the right to reduce these milestone payments by a specified amount in the event the licensed product is not covered by Medivir’s patents or if payments are due to a third party for a license under such third party’s intellectual property rights. The Company is also obligated to pay Medivir a low single-digit royalty on net sales of any product covered by a licensed patent. The Medivir Agreement expires on the date of expiration of all royalty obligations. Either party may terminate the Medivir Agreement earlier upon an uncured material breach of the other party.

Upfront fees and subsequent milestone amounts paid pursuant to the Medivir Agreement were recorded to research and development expense.

In May 2024, the Company made the decision to discontinue further development of TNG348, the basis of the USP1 program, due to liver toxicity experienced by patients in the dose escalation portion of the Phase1/2 clinical trial. As a result, the Company does not expect any on-going material obligations under the Medivir Agreement.

Consulting Agreement

In October 2025, the Company and Malte Peters, M.D. entered into a consulting agreement to support the Company's work on key initiatives related to the initiation of the planned pivotal study in second line pancreatic cancer, anticipated to start in 2026, and advancing our late-stage development capabilities. Dr. Peters, who also serves on the Tango Board of Directors, has significant late-stage clinical development expertise, having brought multiple oncology products to market. In exchange for his

consulting services, Dr. Peters will receive compensation of (i) $36,000 per calendar month and (ii) an equity grant of 150,000 non-qualified stock options. Due to Dr. Peters maintaining a position on the Board of Directors, the compensation related to the agreed-upon consulting services is deemed a related party transaction.

Clinical Trial Collaboration and Supply Agreement

In November 2024, the Company and Revolution Medicines, Inc. (RevMed) entered into a Clinical Trial Collaboration and Supply Agreement. The agreement provides that RevMed will supply daraxonrasib (RMC-6236), a RAS(ON) multi-selective inhibitor, and zoldonrasib (RMC-9805), a RAS(ON) G12D-selective inhibitor, at no cost to the Company for use in trials that will include vopimetostat and each of these RAS(ON) inhibitors. The Company will be the sponsor of any combination trials and bear associated costs. Each company will retain commercial rights to its respective compounds, and the agreement is mutually non-exclusive. Due to common relationships amongst members of management and the boards of directors at the time of execution, this transaction is a related party transaction.

Other Funding Commitments

As of September 30, 2025, the Company had ongoing preclinical and clinical studies. The Company enters into contracts in the normal course of business with contract research organizations in connection with the preparation and operation of clinical trials, professional consultants for expert advice and other vendors for clinical supply manufacturing or other preclinical and clinical services. These contracts are generally cancellable, with notice, at the Company's option and do not have significant cancellation penalties.

Guarantees

The Company enters into certain agreements with other parties in the ordinary course of business that contain indemnification provisions. These typically include agreements with directors and officers, business partners, contractors, landlords, construction companies, contract research organizations, clinical trial sites, and other parties. Under these provisions, the Company generally indemnifies, defends and holds harmless the indemnified party for losses suffered or incurred by the indemnified party under the terms of the contract, including as a result of the Company’s activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these obligations is minimal.

Litigation

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of September 30, 2025, and no material legal proceedings are currently pending or threatened. Because of uncertainties related to claims, proceedings and litigation, assessments of potential liabilities are based on the Company's best estimates based on information available at the time of the assessment. On a periodic basis, as additional information becomes available, or based on specific events such as the outcome of litigation, court decisions or settlement of claims (and offers of settlement), the Company may reassess the potential liability related to these matters and may revise these estimates, which could result in a material adverse effect on the operating results of the Company. Costs associated with involvement in legal proceedings are expensed as incurred. The outcome of any such proceedings, regardless of the merits, is inherently uncertain. If the Company were to be unable to prevail in any such proceedings, the consolidated financial position, results of operations, and future cash flows of the Company may be materially impacted.

Stockholders' Equity

Common Stock

On June 5, 2025, the Company’s stockholders approved an increase in the number of authorized shares of the Company's common stock from 200,000,000 to 400,000,000 and the Company filed a Certificate of Amendment to its Amended and Restated

Certificate of Incorporation with the Secretary of State of the State of Delaware to effect such increase, which became effective immediately upon filing.

Preferred Stock

The Company’s Certificate of Incorporation, as amended and restated, authorizes the Company to issue shares of preferred stock with a par value of $0.001 per share. The number of shares of preferred stock authorized to be issued is 10,000,000 shares as of September 30, 2025 and December 31, 2024. The shares of preferred stock are currently undesignated and no shares are issued or outstanding.

Stock-Based Compensation

Stock Incentive Plan

In March 2017, the Company’s stockholders approved the 2017 Stock Option and Grant Plan (the 2017 Plan), under which stock options and restricted stock awards were granted to eligible employees, officers, directors, consultants, or other key persons who provide services to the Company. Such issuances under the 2017 Plan were subject to vesting, forfeiture and other restrictions as deemed appropriate by the board of directors at the time of issuance.

Upon effectiveness of the 2021 Stock Option and Incentive Plan (the 2021 Plan) in August 2021, the remaining shares available under the 2017 Plan ceased to be available for issuance and no future issuances will be made under the 2017 Plan. The shares of common stock underlying outstanding awards under the 2017 Plan that are forfeited, cancelled, reacquired by the Company prior to vesting, expire or are otherwise terminated (other than by exercise) will be added to the shares of common stock available for issuance under the 2021 Plan.

In August 2021, the Company's board of directors and stockholders approved the 2021 Plan, under which stock options, restricted stock units (RSUs) and other equity-based awards or any combination of these may be granted to eligible employees, officers, directors, consultants, or other key persons who provide services to the Company. Such issuances are subject to vesting, forfeiture and other restrictions as deemed appropriate by the board of directors at the time of issuance. As of September 30, 2025, the Company had 8,058,954 shares available for future issuance under the 2021 Plan.

In February 2023, the Company's board of directors approved the 2023 Inducement Plan (the Inducement Plan), under which the Company reserved shares of common stock, to be used exclusively for grants of non-qualified stock options, restricted stock units and other equity-based awards, or any combination of these to individuals who were not previously employees or directors of the Company. As of September 30, 2025, the Company had 2,041,015 shares available for future issuance under the Inducement Plan.

The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)				(in thousands)
Research and development	$	4,192	$	3,727	$	8,723	$	11,695
General and administrative		2,433		3,451		11,727		9,740
Total	$	6,625	$	7,178	$	20,450	$	21,435

Stock Option Activity

The following table summarizes the stock option activity for the nine months ended September 30, 2025:


	Number of shares			Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
						(in years)
Options outstanding as of December 31, 2024		19,615,023		$	7.41		7.43	$	2,157,177
Granted		5,013,723		$	2.97
Exercised		(757,519	)	$	3.67
Cancelled		(1,289,972	)	$	6.58
Options outstanding as of September 30, 2025		22,581,255		$	6.59		6.51	$	59,816,512
Options exercisable as of September 30, 2025		14,748,104		$	7.05		5.32	$	32,287,994

As of September 30, 2025, total unrecognized compensation expense related to stock options was $28.5 million, which the Company expects to recognize over a remaining weighted-average period of 2.5 years.

Restricted Stock Unit Activity

The following table summarizes the RSU activity for the nine months ended September 30, 2025:


	Number of Stock Units			Weighted Average Grant Date Fair Value Per Share
Unvested and outstanding as of December 31, 2024		1,209,333		$	8.92
Granted		820,155			2.98
Vested		(454,414	)		8.59
Forfeited		(297,237	)		6.29
Unvested and outstanding as of September 30, 2025		1,277,837		$	5.84

As of September 30, 2025, total unrecognized compensation expense related to RSUs was $5.1 million, which the Company expects to recognize over a remaining weighted-average period of 1.8 years.

2021 Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the 2021 ESPP) was adopted and approved by the Company’s board of directors and by the Company’s stockholders and became effective in August 2021. During the nine months ended September 30, 2025, the Company issued 286,300 shares of common stock under the 2021 ESPP.

10.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	(in thousands, except share and per share data)					(in thousands, except share and per share data)
	2025		2024			2025			2024
Numerator:
Net income (loss)	$	15,884	$	(29,167	)	$	(62,845	)	$	(92,632	)
Denominator:
Weighted-average common stock outstanding – basic		110,966,345		108,507,390			110,761,673			108,990,011
Effect of dilutive securities:
Stock options		5,537,892		-			-			-
Restricted stock units		1,277,837		-			-			-
Weighted-average common stock outstanding – diluted		117,782,074		108,507,390			110,761,673			108,990,011
Net income (loss) per common share – basic	$	0.14	$	(0.27	)	$	(0.57	)	$	(0.85	)
Net income (loss) per common share – diluted	$	0.13	$	(0.27	)	$	(0.57	)	$	(0.85	)

In August 2023, the Company completed a private placement, in which 13,196,671 shares of common stock were sold together with pre-funded warrants to purchase 2,340,579 shares of common stock with an exercise price of $0.0001 per share. The pre-funded warrants were classified as a component of permanent equity in the Company's condensed consolidated balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise. In June 2025, all of the pre-funded warrants were exercised. Prior to the exercise of these pre-funded warrants, all of the shares underlying the pre-funded warrants had been included in the weighted-average number of shares of common stock used to calculate basic and diluted net loss per common share because the shares may be issued for little or no consideration, were fully vested and were exercisable after the original issuance date of the pre-funded warrants.

Tango Therapeutics, Inc. 10-Q