0001193125-26-349608 | 10-Q | XBRL Viewer

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License Agreement (Details Narrative) - USD ($) $ in Thousands			1 Months Ended
	Jul. 14, 2026	Apr. 08, 2021	Jun. 30, 2025	Jun. 30, 2026	Dec. 31, 2025
Accrued license milestone				$ 50,000	$ 5,000
Pfizer License Agreement [Member]
Payment for upfront fees		$ 5,000
Pfizer License Agreement [Member] \| Common Stock [Member]
Issuance of common stock shares to Pfizer pursuant to an Equity Grant Agreement		349,406
License Agreement [Member]
Research and development expense			$ 5,000
Accrued license milestone				$ 50,000
License Agreement [Member] \| Subsequent Event [Member]
Regulatory milestone	$ 50,000
License Agreement [Member] \| Paid After FDA Filing of an NDA for Gedatolisib
Development milestone		$ 5,000
License Agreement [Member] \| Paid After FDA Approval of an NDA for Gedatolisib
Development milestone		50,000
License Agreement [Member] \| Seven Other Development Milestones
Development milestone		100,000
License Agreement [Member] \| Maximum [Member]
Aggregate value of milestone events		335,000
Development milestone		155,000
Commercial milestones		$ 180,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025
Pay vs Performance Disclosure [Line Items]
Net loss	$ (78,864)	$ (52,841)	$ (45,268)	$ (36,997)	$ (131,705)	$ (82,265)
Pay vs Performance Disclosure [Table]
Net loss	$ (78,864)	$ (52,841)	$ (45,268)	$ (36,997)	$ (131,705)	$ (82,265)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Other Accrued Expenses

6 Months Ended

Jun. 30, 2026

Payables and Accruals [Abstract]

Other Accrued Expenses

5. Other Accrued Expenses

Other accrued expenses consisted of the following (in thousands):


	As of
	June 30, 2026		December 31, 2025
Employee compensation and benefits	$	8,722	$	8,338
Research and development costs		3,917		1,218
Consulting and professional fees		3,534		2,335
Interest		2,398		3,379
Other		2,010		595
Total	$	20,581	$	15,865

Other Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2026

Payables and Accruals [Abstract]

Schedule of Other Accrued Expenses

Other accrued expenses consisted of the following (in thousands):


	As of
	June 30, 2026		December 31, 2025
Employee compensation and benefits	$	8,722	$	8,338
Research and development costs		3,917		1,218
Consulting and professional fees		3,534		2,335
Interest		2,398		3,379
Other		2,010		595
Total	$	20,581	$	15,865

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Research and development expenses	$ 31,077	$ 36,415	$ 64,140	$ 66,174
Revision of Prior Period, Adjustment [Member]
Research and development expenses		$ 3,800		$ 6,300

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Apr. 01, 2026	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Jan. 01, 2026	Jan. 01, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		$ 6,904	$ 2,704	$ 12,229	$ 5,148
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant date fair value of options granted				$ 78.9	$ 7.53
Total intrinsic value of options exercised				$ 20,900	$ 100
Unrecognized compensation cost				$ 45,400
Weighted-average period				1 year 6 months
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		4,200	2,400	$ 8,700	4,600
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost				34,800
Stock-based compensation expense		$ 1,900	$ 100	$ 2,300	$ 100
Weighted-average period				2 years 3 months 18 days
2017 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description				The number of shares reserved for issuance under the 2017 Amended and Restated Stock Incentive Plan (the "2017 Plan") was automatically increased by 482,450 and 371,432 shares on January 1, 2026 and 2025, respectively. During the six months ended June 30, 2025, the Board and the stockholders approved a 3,000,000 share increase to the number of shares reserved for issuance under the 2017 Plan.
Change in common stock, shares reserved for issuance						482,450	371,432
Number of shares available for issuance			3,000,000		3,000,000
2017 Amended And Restated Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for issuance	289,199
Amended and Restated 2017 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description				The number of shares reserved for issuance under the 2017 Employee Stock Purchase Plan (the “ESPP”) was automatically increased by 241,225 and 185,716 shares on January 1, 2026 and 2025, respectively.
Change in common stock, shares reserved for issuance						241,225	185,716
Number of shares available for issuance		939,395		939,395
Stock-based compensation expense		$ 800	$ 300	$ 1,200	$ 500
ESPP Expiration period				10 years
Employee stock purchase plan description	the Board approved and adopted the Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated ESPP”). The Restated ESPP became effective on May 14, 2026, upon approval by the Company’s stockholders. The Restated ESPP increased the number of shares of common stock available for issuance under the ESPP by 289,199 shares and extended the expiration date of the ESPP for an additional ten-year period.
2016 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description				The number of shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year from 2027 to 2036 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31.
Number of shares available for issuance		2,956,270		2,956,270

Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Payables and Accruals [Abstract]
Employee compensation and benefits	$ 8,722	$ 8,338
Research and development costs	3,917	1,218
Consulting and professional fees	3,534	2,335
Interest	2,398	3,379
Other	2,010	595
Other accrued liabilities, current	$ 20,581	$ 15,865

Schedule of Assumptions for Fair Value of Employee And Non-Employee Stock Option (Details)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	3.60%	3.80%
Risk-free interest rate, maximum	3.90%	4.70%
Expected volatility, minimum	84.50%	76.00%
Expected volatility, maximum	85.50%	77.30%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	6 years 1 month 6 days	5 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	6 years 3 months 18 days	6 years 4 months 24 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Schedule of Common Stock Warrants Outstanding (Details) - Pre-Funded Warrants [Member]	6 Months Ended
	Jun. 30, 2026 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number \| shares	6,422,560
Weighted- average exercise price per share, outstanding \| $ / shares	$ 0.53
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number \| shares
Weighted- average exercise price per share, outstanding \| $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number \| shares	(45,788)
Weighted- average exercise price per share, outstanding \| $ / shares	$ 7.6
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number \| shares	(3,280)
Weighted- average exercise price per share, outstanding \| $ / shares	$ 7.56
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number \| shares
Weighted- average exercise price per share, outstanding \| $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number \| shares	6,373,492
Weighted- average exercise price per share, outstanding \| $ / shares	$ 0.48

Commitments (Details Narrative) $ in Thousands			6 Months Ended
Commitments (Details Narrative) $ in Thousands	Apr. 01, 2026 USD ($)	Oct. 18, 2023 shares	Jun. 30, 2026 USD ($)	Dec. 31, 2025 USD ($)	Nov. 30, 2025 USD ($) ft²
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of Land \| ft²					19,594
Lease option to extend			The lease term commenced in April 2026 and is 62 months with two options to extend the lease term for five years each. The Company also has a one-time option to terminate the lease at the end of the third year, provided certain conditions are met.
Lease description			The initial annual lease payment is $0.3 million and increases by 3.5% on an annual basis, resulting in total undiscounted future minimum lease payments of $1.5 million over the initial 62-month term.
Initial annual lease payment	$ 300
Undiscounted future minimum lease					$ 1,500
Lease term					62 months
Right-of-use asset			$ 1,107	$ 51	$ 1,100
Lease liability					$ 1,100
Discount rate					8.70%
Non-cancelable contractual commitment			$ 3,000
Registration rights			the Company is required to make pro rata payments to each holder as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Securities Purchase Agreement by such investor for each 30-day period or pro rata for any portion thereof during which such event continues, provided that the maximum liquidated damages shall not exceed 6.0% of the aggregate amount invested by each such holder in the registrable securities.
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock in an ATM offering, net of issuance costs, shares \| shares		5,747,787

Organization and Liquidity

6 Months Ended

Jun. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Liquidity

1. Organization and Liquidity

Organization

Celcuity Inc., a Delaware corporation (the “Company”), is a biotechnology company developing and commercializing targeted therapies for the treatment of multiple solid tumor indications. The Company’s first FDA-approved product is REVTORPYKTM (gedatolisib), a potent pan-PI3K and mTORC1/2 inhibitor that comprehensively blockades the phosphatidylinositol 3-kinase (“PI3K”), serine/threonine-protein kinase protein kinase B (“AKT”), mechanistic target of rapamycin (“mTOR”), or PI3K/AKT/mTOR ("PAM"), pathway. Its mechanism of action and pharmacokinetic properties are differentiated from other currently approved and investigational therapies that target PI3Kα, AKT or mTORC1 alone or together. The Company's Phase 3 clinical trial, VIKTORIA-1, evaluated gedatolisib in combination with fulvestrant, with or without palbociclib, for the treatment of patients with hormone receptor-positive ("HR+"), human epidermal growth factor receptor 2-negative ("HER2-") locally advanced or metastatic breast cancer (“ABC”). Data from this trial is the basis for FDA approval of REVTORPYK for use in adult patients with HR+/HER2- ABC without a PIK3CA mutation detected following progression on or after treatment with at least one line of endocrine therapy in the metastatic setting (the "FDA Approval"). Results for the PIK3CA mutant cohort of the VIKTORIA-1 study have been released. The Company's Phase 3 clinical trial, VIKTORIA-2, is an ongoing trial incorporating two independent studies, Study 1 and Study 2, in two separate cohorts of patients with ABC who are treatment-naïve in the advanced setting. Study 1 is evaluating gedatolisib in combination with palbociclib and fulvestrant as first-line treatment for patients with endocrine-resistant HR+/HER2- ABC. Study 2 is evaluating gedatolisib in combination with palbociclib and letrozole as first-line treatment for patients with endocrine-sensitive HR+/HER2- ABC. A Phase 1b/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration-resistant prostate cancer ("mCRPC"), is ongoing. The Company was co-founded in 2012 by Brian F. Sullivan and Dr. Lance G. Laing and is based in Minnesota.

Liquidity

Since inception, the Company has not generated any revenue from product sales or other sources and has incurred operating losses and negative cash flows from operations. The Company’s primary uses of cash, cash equivalents, and investments to date have been funding clinical trials and research and development activities, the scaling of commercial launch-related activities such as marketing, supply chain, distribution, market access and other commercial operations, business planning, establishing and maintaining the Company’s intellectual property portfolio, hiring personnel, leasing premises and associated capital expenditures, raising capital, and providing general and administrative support for these operations. As of June 30, 2026, the Company had an accumulated deficit of $580.6 million. To date, the Company has funded operations primarily through private placements, registered offerings of its equity securities, convertible notes, and borrowings under loan agreements.

As of June 30, 2026, the Company had $754.0 million in cash, cash equivalents and short-term investments. The Company believes its existing cash, cash equivalents and short-term investments will be sufficient to fund planned operations for at least one year from the issuance of these unaudited condensed financial statements.

The Company is subject to risks common to companies in the development and early commercialization stage including, but not limited to, the clinical success of investigational uses of gedatolisib, and the commercial success of its first approved drug product, REVTORPYK; its ability to obtain the regulatory approval of any sNDAs for gedatolisib; its ability to obtain regulatory approval to commercialize REVTORPYK outside the United States; the potential need for additional financing to achieve its goals; the uncertainty of broad adoption of its approved product by physicians and consumers; and significant competition.

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding (Details) - shares	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	17,850,701	12,033,607
Preferred Stock On An As If Converted To Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		2,131,510
Convertible Notes to Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,760,359
Options To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,538,226	5,075,566
Warrants To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	225,705	4,825,502
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	326,411	1,029

Schedule of Restricted Stock Award And Restricted Stock Unit Activity (Details) - Restricted Stock [Member]	6 Months Ended
	Jun. 30, 2026 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	27,439
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 87.25
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	301,891
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 115.77
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	(1,244)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 26.86
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	(1,675)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 109.46
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	326,411
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 113.75

Debt (Details Narrative)											3 Months Ended		6 Months Ended
Debt (Details Narrative)	Feb. 01, 2027	Jun. 08, 2026 USD ($)	Jun. 03, 2026 USD ($) Integer $ / shares	May 01, 2026 USD ($) shares	Feb. 01, 2026	Sep. 09, 2025 USD ($) $ / shares shares	Jul. 30, 2025 USD ($) Integer $ / shares	Jul. 28, 2025 USD ($) $ / shares	May 13, 2025	May 30, 2024 $ / shares	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($)	Aug. 01, 2025 USD ($)
Short-Term Debt [Line Items]
Accrue interest payable rate													12.70%	12.30%
Convertible Debt, Noncurrent											$ 753,235,000		$ 753,235,000		$ 195,324,000
Discount amount															8,401,000
Loss on debt extinguishment											11,477,000		11,477,000
Interest expense											3,500,000	3,200,000	7,900,000	6,400,000
Debt issuance costs and discount amortization											400,000	$ 300,000	900,000	$ 600,000
Fair value of note payable															160,200,000
Future payments											$ 0		$ 0
2031 Notes [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount							$ 50,000,000
2032 Notes [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount			$ 50,000,000
2032 Note Underwriting Agreement [Member]
Short-Term Debt [Line Items]
Repayment of debt		$ 137,400,000
2032 Note Underwriting Agreement [Member] \| June 2026 Convertible Notes Offering [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount		575,000,000	$ 500,000,000
Accrue interest payable rate											0.80%		0.80%
Conversion rate			8.0302
Principal amount			$ 1,000
Conversion price \| $ / shares			$ 124.53
Redemption description			The 2032 Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029, and on or before the 31st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2032 Notes unless at least $50.0 million aggregate principal amount of the 2032 Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any 2032 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2032 Note, in which case the conversion rate applicable to the conversion of that 2032 Note will be increased in certain circumstances if it is converted after it is called for redemption.
Percentage of stock price			130.00%
Trading days \| Integer			20
Consecutive trading days \| Integer			30
Convertible Debt, Noncurrent											$ 557,400,000		$ 557,400,000
Fair value of the Notes											655,600,000		655,600,000
Discount amount			$ 17,800,000
Interest expense											300,000		300,000
Amortization of issuance costs											$ 200,000		$ 200,000
2032 Note Underwriting Agreement [Member] \| June 2026 Convertible Notes Offering [Member] \| Forecast [Member]
Short-Term Debt [Line Items]
Accrue interest payable rate	0.25%
2032 Note Underwriting Agreement [Member] \| June 2026 Convertible Notes Offering [Member] \| Over-Allotment Option [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount			75,000,000
Net proceeds from offering			$ 557,200,000
2031 Note Underwriting Agreement [Member] \| July 2025 Convertible Notes Offering [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount							$ 175,000,000									$ 201,300,000
Accrue interest payable rate					2.75%						3.30%		3.30%
Conversion rate							19.4932
Principal amount							$ 1,000
Conversion price \| $ / shares							$ 51.3
Redemption description							The 2031 Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029, and on or before the 51st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2031 Notes unless at least $50.0 million aggregate principal amount of the 2031 Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any 2031 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2031 Note, in which case the conversion rate applicable to the conversion of that 2031 Note will be increased in certain circumstances if it is converted after it is called for redemption.
Trading days \| Integer							20
Consecutive trading days \| Integer							30
First Amendment description							beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately prior to, and immediately after giving effect to, the conversion of all or any portion of the 2031 Notes; provided, that such 4.99% beneficial ownership can be increased or decreased at the discretion of the noteholder; provided further, that such limitation in no event can exceed 19.99%.
Convertible Debt, Noncurrent											$ 195,800,000		$ 195,800,000		195,300,000
Fair value of the Notes											422,200,000		422,200,000		$ 436,500,000
Discount amount							$ 6,400,000
Interest expense											1,600,000		3,300,000
Discount amount											$ 200,000		$ 500,000
2031 Note Underwriting Agreement [Member] \| July 2025 Convertible Notes Offering [Member] \| Over-Allotment Option [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount							26,300,000
Net proceeds from offering							$ 194,900,000
Third Amendment to Amended and Restated Loan and Security Agreement [Member] \| Term D Loan [Member]
Short-Term Debt [Line Items]
Debt Instrument, Fee Amount						$ 2,800,000
Third Amendment to Amended and Restated Loan and Security Agreement [Member] \| Term D Loan [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants measurement inputs						4.1
Third Amendment to Amended and Restated Loan and Security Agreement [Member] \| Term D Loan [Member] \| Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants measurement inputs						74.4
Third Amendment to Amended and Restated Loan and Security Agreement [Member] \| Term D Loan [Member] \| Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Warrant expected life						10 years
Third Amendment to Amended and Restated Loan and Security Agreement [Member] \| Term D Loan [Member] \| Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Warrants measurement inputs						0
Second Amendment To Amended And Restated Loan And Security Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount								$ 180,000,000
Converted shares \| shares				343,802
Principal amount				$ 3,438,029
Amendment fee payable								$ 100,000
Maturity date								May 09, 2026
Conversion percentage								20.00%
Common stock price per share \| $ / shares								$ 10
Amount of indebtedness eligible to incur under Term D Loan								$ 30,000,000
Loan Agreement [Member]
Short-Term Debt [Line Items]
First Amendment description									(i) pay Oxford an amendment fee of less than $0.1 million on the effective date of the First Amendment, (ii) extend to March 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the Term D Draw Period to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of Default (as defined in the A&R Loan Agreement), (iv) update the liquidity covenant to increase the Minimum Liquidity Percentage (as defined in the First Amendment) to 50% if the Company had failed to achieve the Term D Milestone prior to June 1, 2025, and to decrease the Minimum Liquidity Percentage back to 30% if the Company had subsequently achieved the Term D Milestone prior to the end of the Term D Draw Period, and (v) release Innovatus and the Lenders from any and all claims arising out of or related to the A&R Loan Agreement, the First Amendment and related documentation.
Amended and Restated Loan Agreement [Member]
Short-Term Debt [Line Items]
Discount amount		7,300,000
Loss on debt extinguishment		$ 11,500,000
Debt instrument interest rate description										the Company was entitled to make interest-only payments for thirty-six months, or up to forty-eight months if certain conditions had been met. The Term Loans bore interest at a rate equal to the sum of (a) the greater of (i) the Prime Rate (as defined in the A&R Loan Agreement) or (ii) 7.75%, plus (b) 2.85%, provided that 1.0% of such interest was payable in-kind by adding an amount equal to such 1.0% of the outstanding principal amount to the then outstanding principal balance on a monthly basis through May 31, 2027.
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member]
Short-Term Debt [Line Items]
Disbursement loan amount						$ 1,400,000
Contingent loan						120,000,000
Amendment fee payable						$ 100,000
Final fee percentage										4.50%
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Warrant [Member]
Short-Term Debt [Line Items]
Warrants exercise price per share \| $ / shares						$ 14.84
Warrants issued \| shares						50,537
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term D Loan [Member]
Short-Term Debt [Line Items]
Disbursement loan amount						$ 30,000,000
Net proceeds from loan						$ 27,700,000
Debt final fee percentage						4.50%
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term E Loan [Member]
Short-Term Debt [Line Items]
Contingent loan						$ 50,000,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term E Two Loan [Member]
Short-Term Debt [Line Items]
Contingent loan						100,000,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term F Loan [Member]
Short-Term Debt [Line Items]
Contingent loan						40,000,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term F Two Loan [Member]
Short-Term Debt [Line Items]
Contingent loan						45,000,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term G Loan [Member]
Short-Term Debt [Line Items]
Contingent loan						$ 150,000,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term A Loan [Member]
Short-Term Debt [Line Items]
Conversion percentage										20.00%
Common stock price per share \| $ / shares										$ 10

Organization and Liquidity (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 580,602	$ 448,897
Cash, cash equivalents and short-term investments	$ 754,000

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-4

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

+ Details

Investments (Tables)

6 Months Ended

Jun. 30, 2026

Investments, All Other Investments [Abstract]

Schedule of Investment

The following tables summarize the Company’s held-to-maturity investments (in thousands):


	June 30, 2026
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
U.S. treasury securities	$	571,995	$	—	$	(113	)	$	571,882
Total	$	571,995	$	—	$	(113	)	$	571,882


	December 31, 2025
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
U.S. treasury securities	$	275,794	$	225	$	—	$	276,019
Total	$	275,794	$	225	$	—	$	276,019

Schedule of Stock Options Activity (Details) - Equity Option [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	5,842,485
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 19.62
Options outstanding, weighted average remaining contractual term	7 years 4 months 24 days	7 years 10 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 468,191
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	42,150
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 106.59
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	(227,187)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 8.55
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	(119,222)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 21.91
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	5,538,226	5,842,485
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 20.68	$ 19.62
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 464,983	$ 468,191
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	3,079,609
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 11.88
Options exercisable, weighted average remaining contractual term	6 years 6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 285,618

Stock-Based Compensation

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

8. Stock-Based Compensation

2026 Stock Incentive Plan

On April 1, 2026, the board of directors (the “Board”) approved the Company’s 2026 Stock Incentive Plan (“the 2026 Plan”). The 2026 Plan became effective on May 14, 2026, the date it was approved by the Company’s stockholders.

The 2026 Plan provides for the grant of options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The exercise price of each option granted under the 2026 Plan is not less than the fair market value of one share on the grant date. The maximum permitted term of options granted under the 2026 Plan is ten years. The 2026 Plan is generally administered by the compensation committee of the Board, which has the authority to interpret the 2026 Plan, grant awards and make all other determinations necessary for the administration of the 2026 Plan.

The number of shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year from 2027 to 2036 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31. However, the Board may reduce the amount of the increase in any particular year.

As of June 30, 2026, the number of shares available for issuance under the 2026 Plan was 2,956,270.

2017 Amended and Restated Stock Incentive Plan

The number of shares reserved for issuance under the 2017 Amended and Restated Stock Incentive Plan (the "2017 Plan") was automatically increased by 482,450 and 371,432 shares on January 1, 2026 and 2025, respectively. During the six months ended June 30, 2025, the Board and the stockholders approved a 3,000,000 share increase to the number of shares reserved for issuance under the 2017 Plan.

Upon the approval of the 2026 Plan, no further awards may be made under the 2017 Plan. Outstanding awards granted under the 2017 Plan continue to remain subject to the terms and conditions of the 2017 Plan. Any shares subject to awards outstanding under the 2017 Plan that expire, are cancelled, forfeited, or settled in cash will become available for issuance under the 2026 Plan.

Stock Options

The following table summarizes the activity for all stock options outstanding:


	Shares			Weighted- average exercise price per share		Weighted- average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Outstanding as of December 31, 2025		5,842,485		$	19.62		7.9	$	468,191
Granted		42,150			106.59
Exercised		(227,187	)		8.55
Forfeited		(119,222	)		21.91
Outstanding as of June 30, 2026		5,538,226		$	20.68		7.4	$	464,983

Exercisable as of June 30, 2026		3,079,609		$	11.88		6.5	$	285,618

During the six months ended June 30, 2026 and 2025, the weighted-average grant date fair value of options granted was $78.90 and $7.53 per share, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025, was $20.9 million and less than $0.1 million, respectively. Upon the exercise of stock options, the Company will issue new shares of its common stock. As of June 30, 2026, the unrecognized compensation cost related to outstanding employee and non-employee options was $45.4 million and is expected to be recognized as expense over a weighted-average period of 1.5 years.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and non-employee stock options granted, were as follows:


	Six Months Ended June 30,
	2026		2025
Risk-free interest rate	3.6% − 3.9	%	3.8% − 4.7	%
Expected volatility	84.5% − 85.5	%	76.0% − 77.3	%
Expected life (years)	6.1 − 6.3		5.0 − 6.4
Expected dividend yield	0	%	0	%

During the three months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense for stock options of $4.2 million and $2.4 million, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense for stock options of $8.7 million and $4.6 million, respectively.

Restricted Stock Awards and Restricted Stock Units

The following table summarizes the activity for RSAs and RSUs:


	Shares			Weighted-average grant date fair value per share
Outstanding as of December 31, 2025		27,439		$	87.25
Granted		301,891			115.77
Vested		(1,244	)		26.86
Forfeited		(1,675	)		109.46
Outstanding as of June 30, 2026		326,411		$	113.75

As of June 30, 2026, the unrecognized compensation cost related to outstanding RSAs and RSUs was $34.8 million and is expected to be recognized over a weighted-average period of 2.3 years.

During the three months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense for RSAs and RSUs of $1.9 million and less than $0.1 million, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense for RSAs and RSUs of $2.3 million and less than $0.1 million, respectively.

Amended and Restated 2017 Employee Stock Purchase Plan

The number of shares reserved for issuance under the 2017 Employee Stock Purchase Plan (the “ESPP”) was automatically increased by 241,225 and 185,716 shares on January 1, 2026 and 2025, respectively.

On April 1, 2026, the Board approved and adopted the Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated ESPP”). The Restated ESPP became effective on May 14, 2026, upon approval by the Company’s stockholders. The Restated ESPP increased the number of shares of common stock available for issuance under the ESPP by 289,199 shares and extended the expiration date of the ESPP for an additional ten-year period.

As of June 30, 2026, the number of shares available for issuance under the Restated ESPP was 939,395.

During the three months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense related to the ESPP and Restated ESPP of $0.8 million and $0.3 million, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense related to the ESPP and Restated ESPP of $1.2 million and $0.5 million, respectively.

Stock-based Compensation

The Company recognized the following stock-based compensation expense in its unaudited condensed statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	2,240	$	1,261	$	4,352	$	2,425
Selling, general and administrative		4,664		1,443		7,877		2,723
Total	$	6,904	$	2,704	$	12,229	$	5,148

Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Debt Disclosure [Abstract]
Principal amount		$ 130,000
Add: final fee		5,850
Add: PIK interest		1,697
Less: unamortized debt issuance costs		(2,619)
Less: unamortized debt discount		(8,401)
Total note payable		$ 126,527

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2026

Equity [Abstract]

Stockholders' Equity (Deficit)

7. Stockholders' Equity (Deficit)

Capital Stock

As of June 30, 2026, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 48,922,556 shares were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A preferred stock, of which none were outstanding. As of June 30, 2026, no dividends have been declared on the Company’s capital stock.

July 2025 Equity Offering

On July 30, 2025, the Company entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Jefferies LLC (“Jefferies”), TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “2031 Underwriters”) agreeing, subject to customary conditions, to issue and sell in a public offering (i) 1,836,842 shares (the “Shares”) of the Company’s common stock, at a price to the public of $38.00 per Share and (ii) in lieu of Shares to certain investors, pre-funded warrants to purchase up to 400,000 shares of common stock (the “Pre-Funded Warrants”), at a price to the public of $37.999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant (the “Equity Offering”). In addition, pursuant to the Equity Underwriting Agreement, the Company granted the 2031 Underwriters an option to purchase up to an additional 335,526 shares of common stock (the “Option Shares”), less underwriting discounts and commissions. The 2031 Underwriters exercised their option to purchase the Option Shares in full on July 30, 2025. The Equity Offering was completed on July 31, 2025.

The net proceeds from the Equity Offering, after deducting underwriting discounts and commissions and offering expenses, were $91.6 million, including the proceeds from the 2031 Underwriters’ exercise of their option in full to purchase the Option Shares. The Company may also receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Common Stock Warrants

The following table summarizes the activity for all common stock warrants outstanding:


	Common stock warrants			Weighted- average exercise price per share
Outstanding as of December 31, 2025		6,422,560		$	0.53
Issued		—			—
Exercised		(45,788	)		7.60
Surrendered upon cashless exercise		(3,280	)		7.56
Expired		—			—
Outstanding as of June 30, 2026		6,373,492		$	0.48

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S25
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2026	Aug. 05, 2026
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2026
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2026
Current Fiscal Year End Date	--12-31
Entity File Number	001-38207
Entity Registrant Name	CELCUITY INC.
Entity Central Index Key	0001603454
Entity Tax Identification Number	82-2863566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2800 Campus Drive
Entity Address, Address Line Two	Suite 140
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55441
City Area Code	(763)
Local Phone Number	392-0123
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CELC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,931,908

License Agreement

6 Months Ended

Jun. 30, 2026

License Agreement

License Agreement

10. License Agreement

On April 8, 2021, the Company entered into the License Agreement with Pfizer to research, develop, manufacture and commercialize gedatolisib. During 2021, the Company paid $5.0 million in upfront fees and issued 349,406 shares of the Company’s common stock to Pfizer pursuant to an Equity Grant Agreement.

The Company is required to make milestone payments to Pfizer upon achievement of certain development and commercial milestone events, up to an aggregate of $335.0 million, consisting of up to $155.0 million related to development milestone and up to $180.0 million related to commercial milestones, payable within 60 days of the milestone achievement.

The development milestones include payments of (i) $5.0 million following the FDA regulatory filing of an NDA for gedatolisib; (ii) $50.0 million following the FDA regulatory approval of an NDA for gedatolisib; (iii) and seven other development milestones totaling $100.0 million.

The FDA granted the Company’s request to submit its NDA via the FDA’s Real-Time Oncology Review program, and the Company completed its final NDA submission to the FDA in November 2025. The FDA accepted the Company's NDA submission on January 16, 2026. The Company recorded the $5.0 million NDA filing milestone as research and development expense in June 2025 and paid this amount in January 2026.

On July 14, 2026, subsequent to the balance sheet date but prior to the issuance of these condensed financial statements, the Company received FDA Approval, which triggered a one-time regulatory milestone payment of $50.0 million to Pfizer. The Company concluded that FDA Approval provided additional evidence with respect to the contingent contractual obligation that existed as of June 30, 2026, and accordingly accounted for FDA Approval as a recognized subsequent event. As a result, the Company recognized an accrued license milestone of $50.0 million and a corresponding intangible asset for the licensed rights as of June 30, 2026. The intangible asset will be amortized on a straight-line basis over its estimated useful life, commencing upon commercial launch, and will be evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The milestone payment is due to Pfizer within 60 days of FDA Approval.

Additionally, the Company will pay Pfizer tiered royalties on sales of REVTORPYK at percentages ranging from the low to mid-teens, which may be subject to deductions for expiration of valid patent claims, amounts due under third-party licenses and generic competition. Unless earlier terminated, the license agreement will expire upon the expiration of all royalty obligations. The royalty period will expire on a country-by-country basis upon the later of (a) 12 years following the date of first commercial sale of such product in such country, (b) the expiration of all regulatory or data exclusivity in such country for such product, or (c) the date upon which the manufacture, use, sale, offer for sale or importation of such product in such country would no longer infringe, but for the license granted in the license agreement, a valid claim of a licensed patent right.

The Company has the right to terminate the license agreement for convenience upon 90 days’ prior written notice. Pfizer may not terminate the agreement for convenience. Either the Company or Pfizer may terminate the license agreement if the other party is in material breach and such breach is not cured within the specified cure period. In addition, either the Company or Pfizer may terminate the license agreement in the event of specified insolvency events involving the other party.

Net Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2026

Earnings Per Share [Abstract]

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding

The following table summarizes the potentially-dilutive shares that have been excluded from the calculation of diluted weighted-average shares outstanding because their inclusion would be anti-dilutive:


	As of June 30,
	2026		2025
Convertible notes as-if-converted-to-common stock		11,760,359		—
Options to purchase common stock		5,538,226		5,075,566
Warrants to purchase common stock		225,705		4,825,502
Restricted stock awards and restricted stock units		326,411		1,029
Preferred stock as-if-converted-to-common stock		—		2,131,510
Total		17,850,701		12,033,607

Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 6,904	$ 2,704	$ 12,229	$ 5,148
Research and development	31,077	36,415	64,140	66,174
Selling, general and administrative	35,041	7,594	52,485	13,968
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,240	1,261	4,352	2,425
Location, Statement of Income, Balance [Axis]: us-gaap:SellingGeneralAndAdministrativeExpense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 4,664	$ 1,443	$ 7,877	$ 2,723

- Definition

The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.

+ References + Details

Schedule of Long Term Debt Future Principal Payments (Details)	Jun. 30, 2026 USD ($)
Debt Disclosure [Abstract]
Total note payable future principal payments	$ 0

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-4

+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described in Note 10 above, the Company did not identify any subsequent events or transactions that would have required adjustment or disclosure in the unaudited condensed financial statements.

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)	Jun. 30, 2026
Property, Plant, and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:LeaseholdImprovementsMember
Lab Equipment [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	5 years
Furniture and Fixtures [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	5 years
Office and Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A

+ Details

Net Loss Per Common Share

6 Months Ended

Jun. 30, 2026

Earnings Per Share [Abstract]

Net Loss Per Common Share

3. Net Loss Per Common Share

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the convertible notes, options, warrants, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and preferred stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same.


	As of June 30,
	2026		2025
Convertible notes as-if-converted-to-common stock		11,760,359		—
Options to purchase common stock		5,538,226		5,075,566
Warrants to purchase common stock		225,705		4,825,502
Restricted stock awards and restricted stock units		326,411		1,029
Preferred stock as-if-converted-to-common stock		—		2,131,510
Total		17,850,701		12,033,607

The maximum number of shares of common stock issuable upon conversion of the Company’s 2.750% Senior Notes due 2031 (the “2031 Notes”) is 5,296,053. As of June 30, 2026, the number of shares issuable would be 3,923,002 if the 2031 Notes were converted in full. The maximum number of shares of common stock issuable upon conversion of the Company’s 0.250% Senior Notes due 2032 (the “2032 Notes”) is 6,464,306. As of June 30, 2026, the number of shares issuable would be 4,617,361 if the 2032 Notes were converted in full.

As of June 30, 2026 and 2025, pre-funded warrant shares of 6,147,787 and 5,747,787, respectively, were included in the computation of basic and diluted net loss per share, as the pre-funded warrants are exercisable for nominal consideration.

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 182,049	$ 165,703
Investments	571,995	275,794
Prepaid clinical trial costs	12,996	18,896
Other current assets	8,801	5,266
Total current assets	775,841	465,659
Property and equipment, net	611	499
Intangible assets, net	50,000
Operating lease right-of-use assets	1,107	51
Other non-current assets	661	349
Total assets	828,220	466,558
Current liabilities:
Accounts payable	8,093	6,407
Accrued clinical trial costs	7,942	16,826
Accrued license milestone	50,000	5,000
Other accrued expenses	20,581	15,865
Operating lease liabilities, current	257	54
Total current liabilities	86,873	44,152
Operating lease liabilities, non-current	893
Convertible notes	753,235	195,324
Note payable		126,527
Total liabilities	841,001	366,003
Commitments and contingencies (Note 6)
Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 2,500,000 shares authorized as of June 30, 2026, and December 31, 2025; 0 shares issued and outstanding as of June 30, 2026, and December 31, 2025
Common stock, $0.001 par value; 95,000,000 shares authorized as of June 30, 2026, and December 31, 2025; 48,922,556 and 48,244,960 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively	49	48
Additional paid-in capital	567,772	549,404
Accumulated deficit	(580,602)	(448,897)
Total stockholders' equity (deficit)	(12,781)	100,555
Total liabilities and stockholders' equity (deficit)	$ 828,220	$ 466,558

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Operating expenses:
Research and development	$ 31,077	$ 36,415	$ 64,140	$ 66,174
Selling, general and administrative	35,041	7,594	52,485	13,968
Total operating expenses	66,118	44,009	116,625	80,142
Loss from operations	(66,118)	(44,009)	(116,625)	(80,142)
Other (expense) income:
Interest expense	(5,423)	(3,204)	(11,508)	(6,387)
Interest income	4,154	1,945	7,905	4,264
Loss on debt extinguishment	(11,477)		(11,477)
Other expense, net	(12,746)	(1,259)	(15,080)	(2,123)
Net loss before income taxes	(78,864)	(45,268)	(131,705)	(82,265)
Income taxes
Net loss	$ (78,864)	$ (45,268)	$ (131,705)	$ (82,265)
Net loss per share, basic	$ (1.44)	$ (1.04)	$ (2.41)	$ (1.9)
Net loss per share, diluted	$ (1.44)	$ (1.04)	$ (2.41)	$ (1.9)
Weighted average common shares outstanding, basic	54,816,437	43,663,364	54,640,608	43,359,748
Weighted average common shares outstanding, diluted	54,816,437	43,663,364	54,640,608	43,359,748

Commitments

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies Disclosure [Abstract]

Commitments

6. Commitments

Operating Leases

In November 2025, the Company entered into a lease for clinical laboratory and office space in Minnesota for 19,594 square feet. The lease term commenced in April 2026 and is 62 months with two options to extend the lease term for five years each. The Company also has a one-time option to terminate the lease at the end of the third year, provided certain conditions are met. To exercise this option, the Company must pay a termination fee equal to eight months’ rent plus the landlord’s unamortized transaction costs, which include abated rent, tenant improvement allowances and broker fees. The initial annual lease payment is $0.3 million and increases by 3.5% on an annual basis, resulting in total undiscounted future minimum lease payments of $1.5 million over the initial 62-month term. The Company classified the lease as an operating lease and recognized an initial right-of-use asset and lease liability of $1.1 million using a discount rate of 8.7%. As the implicit rate is not readily determinable for the lease, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments.

In April 2026, the Company's previous lease for clinical laboratory and office space terminated in accordance with the applicable lease agreement.

Clinical Research Studies

The Company enters into contracts in the normal course of business to conduct research and development programs internally and through third-party service providers that include, among others, arrangements with vendors, consultants, contract manufacturing organizations, and contract research organizations. Contracts related to the Company’s ongoing clinical trials are generally cancelable with advance notice and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus certain cancelation charges, if any, as defined in each of the respective agreements. In addition, these agreements may, from time to time, be subject to amendments as a result of any change orders executed. As of June 30, 2026, the Company had $3.0 million of non-cancelable purchase commitments with respect to these arrangements.

Registration Rights Agreement

In connection with a securities purchase agreement with certain investors pursuant to which the Company agreed to sell to the investors in a private placement pre-funded warrants to purchase up to 5,747,787 shares of the Company’s common stock in October 2023 (the “Securities Purchase Agreement”), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors. Under the Registration Rights Agreement, the Company agreed to file a registration statement and to use commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until such time as there are no longer registrable securities held by the investors.

If the Company fails to meet the specified filing deadlines, effectiveness deadlines, or maintain the effectiveness of the registration statement, the Company is required to make pro rata payments to each holder as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Securities Purchase Agreement by such investor for each 30-day period or pro rata for any portion thereof during which such event continues, provided that the maximum liquidated damages shall not exceed 6.0% of the aggregate amount invested by each such holder in the registrable securities.

The Company accounts for these arrangements in accordance with ASC 825-20, Registration Payment Arrangements. The required registration statement has been timely filed and declared effective by the SEC, and as of June 30, 2026, the Company remains in compliance with the maintenance requirements. Management has determined that it is not probable that the Company will be obligated to pay any liquidated damages; accordingly, no liability has been recorded for these arrangements.

Investments

6 Months Ended

Jun. 30, 2026

Investments, All Other Investments [Abstract]

Investments

4. Investments

Debt investments for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at historical cost adjusted for amortization of premiums and accretion of discounts. Expected credit losses, if any, are recorded through the establishment of an allowance for credit losses. All of the Company’s held-to-maturity investments are U.S. treasury securities that are guaranteed or otherwise supported by the U.S. government and have no history of credit losses. Accordingly, the Company does not expect to incur any credit losses on held-to-maturity investments and has no allowance for credit losses recorded for these investments. As of June 30, 2026, all of the Company’s held-to-maturity investments had maturities of one year or less.

The following tables summarize the Company’s held-to-maturity investments (in thousands):


	June 30, 2026
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
U.S. treasury securities	$	571,995	$	—	$	(113	)	$	571,882
Total	$	571,995	$	—	$	(113	)	$	571,882


	December 31, 2025
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
U.S. treasury securities	$	275,794	$	225	$	—	$	276,019
Total	$	275,794	$	225	$	—	$	276,019

The fair value of the Company’s U.S. treasury securities is determined using quoted prices in active markets for similar assets or other inputs that are observable or can be corroborated by observable market data, which are considered Level 2 inputs.

There were no changes in valuation techniques or transfers between levels within the fair value hierarchy during the periods presented.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2026

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Property and Equipment

estimated useful lives of its property and equipment as follows:


Asset description		Estimated useful life
Lab equipment		5 years
Furniture and fixtures		5 years
Office and computer equipment		3 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

Stockholders' Equity (Deficit) (Details Narrative) - USD ($)		6 Months Ended
	Jul. 30, 2025	Jun. 30, 2026	Dec. 31, 2025
Class of Stock [Line Items]
Common stock, shares authorized		95,000,000	95,000,000
Common stock, shares outstanding		48,922,556	48,244,960
Preferred stock, shares authorized		2,500,000	2,500,000
Preferred stock, shares outstanding		0	0
Dividends declared		$ 0
2031 Underwriting Agreement [Member] \| July 2025 Equity Offering [Member]
Class of Stock [Line Items]
Sale of stock	1,836,842
Share price	$ 38
The number of additional common stock shares the Underwriters can purchase	335,526
2031 Underwriting Agreement [Member] \| July 2025 Equity Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Number of Warrants Outstanding	400,000
Warrant purchase price	$ 37.999
Class of warrant exercise price	$ 0.001
The cash inflow associated with the amount received from entity's offering of stock to the public	$ 91,600,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,850,000

Schedule of Investment (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost, as Adjusted	$ 571,995	$ 275,794
Gross Unrealized Holding Gains		225
Gross Unrealized Holding Losses	(113)
Estimated Fair Value	571,882	276,019
US Treasury Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost, as Adjusted	571,995	275,794
Gross Unrealized Holding Gains		225
Gross Unrealized Holding Losses	(113)
Estimated Fair Value	$ 571,882	$ 276,019

- Definition

Fair value of investment in debt security measured at amortized cost (held-to-maturity).

+ References

+ Details

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2026

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed financial statements include the accounts of the Company and have been prepared in accordance with Article 8 of Regulation S-X promulgated by the SEC. Accordingly, as permitted by Article 8, the unaudited condensed financial statements do not include all of the information required by U.S. GAAP. The balance sheet as of December 31, 2025, was derived from the audited financial statements as of that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the unaudited condensed financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2025, and the related footnotes thereto included in the 2025 10-K. Operating results for any interim period are not necessarily indicative of results to be expected during the remainder of the current year or for any other future period.

Accounting Estimates

Management uses estimates and assumptions in preparing these unaudited condensed financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could differ from those estimates, and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and the determination of prepaid or accrued clinical trial costs.

Pre-Launch Inventory

The Company expenses pre-launch inventory as research and development expense in the period incurred unless objective and persuasive evidence exists that regulatory approval and subsequent commercialization of a product candidate is probable and where the Company also expects the future economic benefit from the sales of the product candidate to be realized. As of June 30, 2026, the Company had not capitalized any pre-launch inventory.

Property and Equipment

As the Company prepares for the commercial launch of REVTORPYK, it reevaluated the estimated useful lives of its property and equipment as follows:


Asset description		Estimated useful life
Lab equipment		5 years
Furniture and fixtures		5 years
Office and computer equipment		3 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

The change in estimated useful lives does not have a material impact on the Company's depreciation expense.

License Agreement

The License Agreement is being accounted for as an asset acquisition under U.S. GAAP.

The License Agreement requires payments for upfront fees and upon the achievement of certain development and commercial milestones. Upfront fees and developmental milestone payments incurred prior to regulatory approval are expensed as research and development expense, with upfront fees recognized upon receipt of the license and development milestones recognized when achievement of the milestone becomes probable. Payments for development milestones incurred upon or after regulatory approval, for which the related intangible asset has an alternative future use, are capitalized as finite-lived intangible assets. Commercial milestone payments are expensed as cost of sales when the related sales threshold is achieved.

Finite-Lived Intangible Assets

Finite-lived intangible assets consist of milestone payments capitalized under license agreements upon or after regulatory approval and are recorded at cost. These assets are amortized on a straight-line basis over their estimated remaining useful lives. Amortization begins when the intangible asset is available for its intended use, which occurs upon commercial launch of the related product, and is recorded as a component of cost of sales on the condensed statements of operations. The Company evaluates the remaining useful lives of finite-lived intangible assets each reporting period and accounts for any revision to the remaining amortization period prospectively.

Long-Lived Assets

Long-lived assets, such as property and equipment and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of employee-related costs, including salaries, benefits, stock-based compensation and recruiting costs for personnel in executive, sales, market access, marketing, commercial operations, legal, finance and support functions. Non-employee-related expenses consist primarily of professional and consulting fees, software costs, the acquisition of data and other launch-related activities incurred to support the commercialization of REVTORPYK, legal services associated with being a public company, director and officer insurance, investor relations, and travel expenses.

In connection with the FDA Approval, certain prior period amounts have been reclassified from research and development expenses to selling, general and administrative expenses to conform to the current period presentation. During the three and six months ended June 30, 2025, the Company reclassified $3.8 million and $6.3 million, respectively, from research and development expenses to selling, general and administrative expenses. There were no changes to previously reported total operating expenses or net loss.

The stock-based compensation amounts included in Note 8 reflect the impact of these prior period reclassifications.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the annual income tax disclosures for the effective tax rate reconciliation, income taxes paid, and continuing operations. ASU 2023-09 also eliminates certain disclosure requirements related to unrecognized tax benefits. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on January 1, 2025, on a retrospective basis.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides certain entities with an additional practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions under Accounting Standards Codification (“ASC”) 606. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025. The Company adopted ASU 2025-05 on January 1, 2026, and the adoption did not have a material impact on its unaudited condensed financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

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 (“ASU 2024-03”), which requires public entities to provide disaggregated disclosure of income statement expense. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. 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. The Company is currently evaluating the impact of ASU 2024-03 on its unaudited condensed financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project, and it is probable the software will be completed and perform to its intended use. In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2025-06 may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the method of adoption and the impact of ASU 2025-06 on its unaudited condensed financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements (“ASU 2025-11”), which provides clarity on the required interim disclosures under Topic 270 by providing a comprehensive list of required interim disclosures, and clarifies the applicability of Topic 270. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 may be applied on a prospective or retrospective basis. The Company is currently evaluating the method of adoption and the impact of ASU 2025-11 on its unaudited condensed financial statements and related disclosures.

Condensed Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2026	Jun. 30, 2025
Statement of Cash Flows [Abstract]
Proceeds from convertible note payable, net of debt issuance cost and discount	$ 17,584	$ 0

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (131,705)	$ (82,265)
Adjustments to reconcile net loss to net cash and cash equivalents used in operations:
Depreciation	106	77
Stock-based compensation	12,229	5,148
Amortization of debt issuance costs and discount	2,466	1,088
Payment-in-kind interest	582	501
Non-cash investment (income) expense	(551)	340
Non-cash operating lease expense	62	(2)
Loss on debt extinguishment	11,477
Changes in operating assets and liabilities:
Prepaid clinical trial costs	5,900	(4,634)
Other current assets	(3,555)	(617)
Accounts payable	1,804	1,840
Accrued clinical trial costs	(8,884)	4,277
Accrued license milestone	(5,000)
Other accrued expenses	4,578	2,182
Net cash used in operating activities	(110,491)	(72,065)
Cash flows from investing activities:
Proceeds from maturities of investments	165,000	196,738
Purchases of investments	(460,650)	(106,521)
Purchases of property and equipment	(300)	(99)
Purchases of capitalized software	(121)
Net cash provided by (used in) investing activities	(296,071)	90,118
Cash flows from financing activities:
Proceeds from employee stock purchases	798	253
Proceeds from exercise of common stock options	1,883	20
Proceeds from exercise of common stock warrants	31	5,600
Proceeds from convertible notes, net of debt issuance costs of $17,584 and $0 during the six months ended June 30, 2026 and 2025, respectively	557,416
Repayment of note payable	(137,017)
Payments for debt issuance costs		(40)
Payments for secondary registration statement costs	(203)	(47)
Net cash provided by financing activities	422,908	5,786
Net change in cash and cash equivalents	16,346	23,839
Cash and cash equivalents:
Beginning of period	165,703	22,515
End of period	182,049	46,354
Supplemental disclosure of cash flow information:
Cash paid for interest	9,441	4,799
Cash paid for operating leases	74	109
Supplemental disclosures of non-cash investing and financing activities:
Purchase of intangible assets in accrued license milestone	50,000
Conversion of Term A Loan to shares of common stock	3,368
Right-of-use asset obtained in exchange for operating lease liability	1,150
Debt issuance costs included in other accrued expenses	172
Exercise of common stock options pending receipt of cash proceeds	60	0
Secondary registration statement costs included in accounts payable		47
Property and equipment included in accounts payable		$ 1

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	95,000,000	95,000,000
Common stock, shares issued	48,922,556	48,244,960
Common stock, shares outstanding	48,922,556	48,244,960

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

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+ Details

- Definition

The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

+ References + Details

- Definition

Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.

+ References + Details

- Definition

Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Debt (Tables)

6 Months Ended

Jun. 30, 2026

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Note payable consisted of the following (in thousands):


	As of
	June 30, 2026		December 31, 2025
Principal amount	$	—	$	130,000
Add: final fee		—		5,850
Add: PIK interest		—		1,697
Less: unamortized debt issuance costs		—		(2,619	)
Less: unamortized debt discount		—		(8,401	)
Total note payable	$	—	$	126,527

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Stockholders' Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2026

Equity [Abstract]

Schedule of Common Stock Warrants Outstanding

The following table summarizes the activity for all common stock warrants outstanding:


	Common stock warrants			Weighted- average exercise price per share
Outstanding as of December 31, 2025		6,422,560		$	0.53
Issued		—			—
Exercised		(45,788	)		7.60
Surrendered upon cashless exercise		(3,280	)		7.56
Expired		—			—
Outstanding as of June 30, 2026		6,373,492		$	0.48

Debt

6 Months Ended

Jun. 30, 2026

Debt Disclosure [Abstract]

Debt

9. Debt

June 2026 Convertible Notes Offering

On June 3, 2026, the Company entered into an underwriting agreement (the “2032 Note Underwriting Agreement”) with Jefferies, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC (the "2032 Underwriters"), subject to customary conditions, to issue and sell in a public offering $500.0 million aggregate principal amount of the 2032 Notes to the 2032 Underwriters (the “2032 Note Offering”). In addition, pursuant to the 2032 Note Underwriting Agreement, the Company granted the 2032 Underwriters an option to purchase up to an additional $75.0 million aggregate principal amount of the 2032 Notes, solely to cover over-allotments. On June 4, 2026, the 2032 Underwriters exercised such option in full. The issuance of $575.0 million aggregate principal amount of the 2032 Notes was completed on June 8, 2026.

The 2032 Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of August 1, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture (the “Second Supplemental Indenture,” and the Base Indenture, as supplemented by the Second Supplemental Indenture, the “2032 Indenture”), dated as of June 8, 2026, between the Company and the Trustee. The net proceeds from the 2032 Note Offering, after deducting underwriting discounts and commissions and offering expenses, were $557.2 million, including the proceeds from the 2032 Underwriters’ exercise of their over-allotment option in full.

The 2032 Notes are general, unsecured, senior obligations of the Company. The 2032 Notes accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027, at a rate equal to 0.250% per year. In addition, special interest will accrue on the 2032 Notes upon the occurrence of certain events relating to the Company’s failure to file certain reports with the SEC as provided in the 2032 Indenture and as described below. The 2032 Notes also have customary provisions relating to the occurrence of “Events of Default” (as defined in the 2032 Indenture) with certain interest penalty provisions. The 2032 Notes mature on August 1, 2032, unless earlier converted, redeemed or repurchased by the Company.

Noteholders may convert their 2032 Notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date based on an initial conversion rate of 8.0302 shares of common stock, per $1,000 principal amount of the 2032 Notes, which is equivalent to an initial conversion price of $124.53 per share of common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events as described in the 2032 Indenture. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2032 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The 2032 Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029, and on or before the 31st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2032 Notes unless at least $50.0 million aggregate principal amount of the 2032 Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any 2032 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2032 Note, in which case the conversion rate applicable to the conversion of that 2032 Note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “Fundamental Change” (as defined in the 2032 Indenture) occurs, then, subject to certain conditions and except as set forth in the 2032 Indenture, noteholders may require the Company to repurchase their 2032 Notes at a cash repurchase price equal to the principal amount of the 2032 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition in the 2032 Indenture of a Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the common stock.

The fair value of the 2032 Notes, which differs from their carrying value, is influenced by interest rates, stock price and stock price volatility and is determined by prices for the 2032 Notes observed in market trading. The market for trading of the 2032 Notes is not considered to be an active market and therefore the fair value is determined using Level 2 inputs. As of June 30, 2026, the carrying value and fair value of the 2032 Notes was $557.4 million and $655.6 million, respectively.

The issuance costs attributed to the 2032 Notes amounted to $17.8 million and were discounted from the 2032 Notes. The issuance costs will be amortized to interest expense over the term of the 2032 Notes based on the effective interest rate method. During each of the three and six months ended June 30, 2026, the effective interest rate was 0.8%. Interest expense related to the 2032 Notes was $0.3 million for each of the three and six months ended June 30, 2026, including $0.2 million related to the amortization of issuance costs.

As of June 30, 2026, the Company was in full compliance with all financial covenants under the 2032 Notes.

July 2025 Convertible Notes Offering

On July 30, 2025, the Company entered into an underwriting agreement (the “2031 Note Underwriting Agreement”) with the 2031 Underwriters, subject to customary conditions, to issue and sell in a public offering $175.0 million aggregate principal amount of the 2031 Notes to the 2031 Underwriters (the “2031 Note Offering”). In addition, pursuant to the 2031 Note Underwriting Agreement, the Company granted the 2031 Underwriters an option to purchase up to an additional $26.3 million aggregate principal amount of the 2031 Notes, solely to cover over-allotments. On July 30, 2025, the 2031 Underwriters exercised such option in full. The issuance of $201.3 million aggregate principal amount of the 2031 Notes was completed on August 1, 2025.

The 2031 Notes were issued pursuant to, and are governed by the Base Indenture, as supplemented by a first supplemental indenture (the “First Supplemental Indenture,” and the Base Indenture, as supplemented by the First Supplemental Indenture, the “2031 Indenture”), dated as of August 1, 2025, between the Company and the Trustee. The net proceeds from the 2031 Note Offering, after deducting underwriting discounts and commissions and offering expenses, were $194.9 million, including the proceeds from the 2031 Underwriters’ exercise of their over-allotment option in full.

The 2031 Notes are general, unsecured, senior obligations of the Company. The 2031 Notes accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate equal to 2.750% per year. In addition, special interest will accrue on the 2031 Notes upon the occurrence of certain events relating to the Company’s failure to file certain reports with the SEC as provided in the 2031 Indenture and as described below. The 2031 Notes also have customary provisions relating to the occurrence of “Events of Default” (as defined in the 2031 Indenture) with certain interest penalty provisions. The 2031 Notes mature on August 1, 2031, unless earlier converted, redeemed or repurchased by the Company.

Noteholders may convert their 2031 Notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date based on an initial conversion rate of 19.4932 shares of common stock, per $1,000 principal amount of the 2031 Notes, which is equivalent to an initial conversion price of $51.30 per share of common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events as described in the 2031 Indenture. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2031 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The 2031 Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029, and on or before the 51st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2031 Notes unless at least $50.0 million aggregate principal amount of the 2031 Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any 2031 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2031 Note, in which case the conversion rate applicable to the conversion of that 2031 Note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “Fundamental Change” (as defined in the 2031 Indenture) occurs, then, subject to certain conditions and except as set forth in the 2031 Indenture, noteholders may require the Company to repurchase their 2031 Notes at a cash repurchase price equal to the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition in the 2031 Indenture of a Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the common stock.

The 2031 Notes contain a beneficial ownership limitation, and as a result of such limitation, noteholders do not have the right to convert all or any portion of the 2031 Notes held by such noteholder, to the extent that immediately prior to, or immediately after giving effect to such conversion by such noteholder, together with its affiliates and any other persons acting as a group together with such noteholder or any of such noteholder’s affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately prior to, and immediately after giving effect to, the conversion of all or any portion of the 2031 Notes; provided, that such 4.99% beneficial ownership can be increased or decreased at the discretion of the noteholder; provided further, that such limitation in no event can exceed 19.99%.

The fair value of the 2031 Notes, which differs from their carrying value, is influenced by interest rates, stock price and stock price volatility and is determined by prices for the 2031 Notes observed in market trading. The market for trading of the 2031 Notes is not considered to be an active market and therefore the fair value is determined using Level 2 inputs. As of June 30, 2026, the carrying value and fair value of the 2031 Notes was $195.8 million and $422.2 million, respectively. As of December 31, 2025, the carrying value and fair value of the 2031 Notes was $195.3 million and $436.5 million, respectively.

The issuance costs attributed to the 2031 Notes amounted to $6.4 million and were discounted from the 2031 Notes. The issuance costs will be amortized to interest expense over the term of the 2031 Notes based on the effective interest rate method. During each of the three and six months ended June 30, 2026, the effective interest rate was 3.3%. During the three and six months ended June 30, 2026, interest expense related to the 2031 Notes was $1.6 million and $3.3 million, respectively, including $0.2 million and $0.5 million, respectively, related to the amortization of issuance costs.

As of June 30, 2026, the Company was in full compliance with all financial covenants under the 2031 Notes.

Amended and Restated Loan and Security Agreement

Third Amendment

On September 9, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) with Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as collateral agent and a lender, Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as a lender, and the other lenders party thereto (together with Oxford and Innovatus, the “Lenders”), pursuant to which the A&R Loan Agreement was amended to (i) replace Innovatus with Oxford as collateral agent; (ii) recognize the achievement of the Term D Milestone (as defined in the A&R Loan Agreement, as amended by the Third Amendment (the “Amended A&R Loan Agreement”)) and provide for the immediate disbursement of the $30.0 million Term D Loan (as defined in the Amended A&R Loan Agreement); (iii) increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 million, which Term E Loan could only have been drawn upon FDA approval of gedatolisib in second line WT ABC patients post CDK4/6 inhibitor therapy; (iv) add three new up to $40.0 million Term F Loans (as defined in the Amended A&R Loan Agreement), for a total of $120.0 million, which could only have been drawn upon achievement of certain trailing three months’ product revenue thresholds; (v) replace the prior $45.0 million Term F Loan (as defined in the A&R Loan Agreement) with a new $150.0 million Term G Loan (as defined in the Amended A&R Loan Agreement), which continued to be available only in the Lenders’ sole discretion upon the Company’s request; (vi) require an amendment fee payable by the Company to the Lenders in the amount of $0.1 million, which was paid at the closing of the Third Amendment; (vii) make certain revisions to the non-utilization fee for the Term E Loan, and add a new non-utilization fee for the Term F Loans, in each case equal to 3% of the applicable unfunded commitment, after taking into consideration any reductions to the applicable term loan commitment that the Company may make by notice to the collateral agent before the date that is eight weeks after the achievement of any applicable milestones; and (viii) extend the maturity date of the term loans to November 1, 2029. The Term E Loan and each Term F Loan also were subject to other customary conditions and limits on when the Company could request funding. With the disbursement of the $30.0 million Term D Loan, the Company received net proceeds of $27.7 million.

In accordance with the Amended A&R Loan Agreement, a Final Fee of $1.4 million, equal to 4.5% of the $30.0 million Term D Loan, was recognized.

In connection with the Third Amendment, the Company issued warrants with an exercise price of $14.84 per share to purchase an aggregate of 50,537 shares of the Company’s common stock to Innovatus, Oxford, and certain of its affiliates (the “Third Amendment Warrants”). The Third Amendment Warrants may be exercised on a cashless basis and are exercisable through the tenth anniversary of the funding date of the Term D Loan. The number of shares of common stock for which each Third Amendment Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Third Amendment Warrant.

A portion of the proceeds from the Term D Loan in the amount of $2.8 million was allocated to the Third Amendment Warrants based on their relative fair value to the underlying Term D Loan. The proceeds allocated to the Third Amendment Warrants were recorded as additional paid in capital in the accompanying condensed balance sheets and were discounted from the Term D Loan. The relative fair value of the Third Amendment Warrants was based on the Black-Scholes model with the following assumptions: risk-free interest rate of 4.1%; expected volatility of 74.4%; expected life of 10.0 years; and expected dividend yield of 0%. The underlying stock price used in the analysis was the traded market price. The discount related to the Third Amendment Warrants is being amortized to interest expense ratably over the term of the Term D Loan.

Second Amendment

On July 28, 2025, the Company entered into the Second Amendment (the “Second Amendment”) to the A&R Loan Agreement with Innovatus, as collateral agent, and the Lenders including Innovatus in its capacity as a Lender and Oxford, pursuant to which Innovatus and Oxford, as Lenders, agreed to make certain term loans (“Term Loans”) to the Company in the aggregate principal amount of up to $180.0 million. The A&R Loan Agreement was amended to (i) subject to certain terms and conditions, permit the issuance of the 2031 Notes discussed above and certain transactions in connection therewith, including the conversion thereof settled solely in common stock (together with cash in lieu of the issuance of any fractional share of common stock), (ii) permit capped call transactions in connection with the pricing of the 2031 Notes, (iii) require an amendment fee payable by the Company to Oxford in the amount of less than $0.1 million, which was paid upon execution of the Second Amendment, and (iv) extend to May 9, 2026, the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00.

On May 1, 2026, Innovatus converted $3,438,029 of the outstanding principal of the Term A Loan into 343,802 shares of the Company’s common stock.

Further, in connection with the release of the topline data from the WT cohort of the VIKTORIA-1 Phase 3 trial, the Company achieved the Term D Milestone (as defined in the A&R Loan Agreement) and therefore became eligible to draw an additional $30.0 million of indebtedness under the Term D Loan (as defined in the A&R Loan Agreement). As described above, the Term D Loan was disbursed to the Company in connection with the Third Amendment.

First Amendment

On May 13, 2025, the Company entered into the First Amendment (the “First Amendment”) to the A&R Loan Agreement, pursuant to which the Company agreed to (i) pay Oxford an amendment fee of less than $0.1 million on the effective date of the First Amendment, (ii) extend to March 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the Term D Draw Period to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of Default (as defined in the A&R Loan Agreement), (iv) update the liquidity covenant to increase the Minimum Liquidity Percentage (as defined in the First Amendment) to 50% if the Company had failed to achieve the Term D Milestone prior to June 1, 2025, and to decrease the Minimum Liquidity Percentage back to 30% if the Company had subsequently achieved the Term D Milestone prior to the end of the Term D Draw Period, and (v) release Innovatus and the Lenders from any and all claims arising out of or related to the A&R Loan Agreement, the First Amendment and related documentation.

Amended and Restated Loan Agreement

On May 30, 2024, the Company entered into the A&R Loan Agreement, which amended and restated, in its entirety, the April 8, 2021 Loan and Security Agreement between the Company and Innovatus, as collateral agent, and the Lenders named therein (the “Prior Loan Agreement”).

Pursuant to the A&R Loan Agreement, the Company was entitled to make interest-only payments for thirty-six months, or up to forty-eight months if certain conditions had been met. The Term Loans bore interest at a rate equal to the sum of (a) the greater of (i) the Prime Rate (as defined in the A&R Loan Agreement) or (ii) 7.75%, plus (b) 2.85%, provided that 1.0% of such interest was payable in-kind by adding an amount equal to such 1.0% of the outstanding principal amount to the then outstanding principal balance on a monthly basis through May 31, 2027. The A&R Loan Agreement was secured by all assets of the Company. Proceeds were used- for working capital purposes and to fund the Company’s general business requirements, including the VIKTORIA-1 Phase 3 trial, the CELC-G-201 Phase 1b/2 trial, and the VIKTORIA-2 Phase 3 trial. The A&R Loan Agreement contained customary representations and warranties and covenants, subject to customary carve-outs, and included financial covenants related to liquidity and other financial measures. Prior to the Second Amendment, Innovatus also had the right, at its election and until August 9, 2025, to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00.

The A&R Loan Agreement contained a Final Fee, which is equal to 4.5% of the initial funding of the agreement and was due on the earliest to occur of (a) the Maturity Date, (b) the acceleration of any Term Loan, and (c) the prepayment of the Term Loans. There was also a contingent non-utilization fee for the Term E Loans. Following the disbursement of the Term D Loan in connection with the Third Amendment, the non-utilization provisions related to the Term D Loan are no longer operative. The Term D Loan became due and payable on the earliest of (i) the termination of the Term D Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment in whole of the Term Loans. If the Company had achieved the Term E Milestone and (i) failed to draw the full amount of the Term E Loan during the Term E Draw Period and (ii) failed to notify collateral agent, at any time before the date that was four weeks after the Company’s achievement of the Term E Milestone, of the Company’s intent not to draw the full amount of the Term E Loan, a non-utilization fee with respect to the Term E Loan would have become due and payable on the earliest of (i) the termination of the Term E Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment in whole of the Term Loans. After the 18-month anniversary of the Effective Date, the Company had the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under the A&R Loan Agreement, provided the Company (i) provided written notice to collateral agent of its election to prepay the Term Loans at least seven business days prior to such prepayment, and (ii) paid to Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other outstanding Obligations that were due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

The Company evaluated the change of terms under ASC 470-50, Debt – Modification and Extinguishment, with respect to the Third Amendment, the Second Amendment, the First Amendment and the A&R Loan Agreement and concluded the change in terms did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not an extinguishment of the debt.

Voluntary Prepayment

On June 8, 2026, the Company utilized $137.4 million of the net proceeds from the 2032 Notes to complete a voluntary prepayment of all outstanding principal, accrued and unpaid interest, fees, costs and expenses under the Amended A&R Loan Agreement (the “Payoff Amount”). Upon receipt by the Lenders of the Payoff Amount on June 8, 2026, all obligations, covenants, debts and liabilities of the Company under the Amended A&R Loan Agreement were satisfied and discharged in full, and the Amended A&R Loan Agreement and all other documents entered into in connection with the Amended A&R Loan Agreement, were terminated. In connection with the termination of the Amended A&R Loan Agreement, the Company wrote off $7.3 million of unamortized discounts and incurred a loss on debt extinguishment of $11.5 million, which was included in other expense in the Company's condensed statements of operations.

Note payable consisted of the following (in thousands):


	As of
	June 30, 2026		December 31, 2025
Principal amount	$	—	$	130,000
Add: final fee		—		5,850
Add: PIK interest		—		1,697
Less: unamortized debt issuance costs		—		(2,619	)
Less: unamortized debt discount		—		(8,401	)
Total note payable	$	—	$	126,527

As of December 31, 2025, the fair value of the note payable, which differed from its carrying value, was $160.2 million. The fair value of the note payable was determined using the Company’s estimated discount rate, volatility and risk-free rate, which are considered Level 3 inputs.

The debt issuance costs and discount were being amortized to interest expense over the term of the Amended A&R Loan Agreement based on the effective interest rate method. During the six months ended June 30, 2026 and 2025, the effective interest rate was 12.7% and 12.3%, respectively. During the three months ended June 30, 2026 and 2025, interest expense related to the note payable was $3.5 million and $3.2 million, respectively, including $0.4 million and $0.3 million, respectively, related to debt issuance costs and discount amortization. During the six months ended June 30, 2026 and 2025, interest expense related to the note payable was $7.9 million and $6.4 million, respectively, including $0.9 million and $0.6 million, respectively, related to debt issuance costs and discount amortization.

As of June 30, 2026, there are no future payments or financial covenants under the Amended A&R Loan Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-8

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19)(b))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(4))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Paragraph 1
-Subparagraph (SX 210.5-02(19))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-9

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S50
-Paragraph 1
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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+ Details

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

The following table summarizes the activity for all stock options outstanding:


	Shares			Weighted- average exercise price per share		Weighted- average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Outstanding as of December 31, 2025		5,842,485		$	19.62		7.9	$	468,191
Granted		42,150			106.59
Exercised		(227,187	)		8.55
Forfeited		(119,222	)		21.91
Outstanding as of June 30, 2026		5,538,226		$	20.68		7.4	$	464,983

Exercisable as of June 30, 2026		3,079,609		$	11.88		6.5	$	285,618

Schedule of Assumptions for Fair Value of Employee And Non-Employee Stock Option

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and non-employee stock options granted, were as follows:


	Six Months Ended June 30,
	2026		2025
Risk-free interest rate	3.6% − 3.9	%	3.8% − 4.7	%
Expected volatility	84.5% − 85.5	%	76.0% − 77.3	%
Expected life (years)	6.1 − 6.3		5.0 − 6.4
Expected dividend yield	0	%	0	%

Schedule of Restricted Stock Award And Restricted Stock Unit Activity

The following table summarizes the activity for RSAs and RSUs:


	Shares			Weighted-average grant date fair value per share
Outstanding as of December 31, 2025		27,439		$	87.25
Granted		301,891			115.77
Vested		(1,244	)		26.86
Forfeited		(1,675	)		109.46
Outstanding as of June 30, 2026		326,411		$	113.75

Schedule of Stock-based Compensation Expenses

The Company recognized the following stock-based compensation expense in its unaudited condensed statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	2,240	$	1,261	$	4,352	$	2,425
Selling, general and administrative		4,664		1,443		7,877		2,723
Total	$	6,904	$	2,704	$	12,229	$	5,148

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2024	$ 115,619	$ 37		$ 387,437	$ (271,855)
Balance, shares at Dec. 31, 2024		37,143,242	317,577
Stock-based compensation	2,444			2,444
Exercise of common stock options, net of shares withheld for exercise price	2			2
Exercise of common stock options, net of shares withheld for exercise price, shares		500
Exercise of common stock warrants, net of shares withheld for exercise price	5,600	$ 1		5,599
Exercise of common stock warrants, net of shares withheld for exercise price, shares		695,650
Net loss	(36,997)				(36,997)
Total stockholders’ equity at Mar. 31, 2025	86,668	$ 38		395,482	(308,852)
Balance, shares at Mar. 31, 2025		37,839,392	317,577
Balance at Dec. 31, 2024	115,619	$ 37		387,437	(271,855)
Balance, shares at Dec. 31, 2024		37,143,242	317,577
Net loss	(82,265)
Total stockholders’ equity at Jun. 30, 2025	44,375	$ 39		398,456	(354,120)
Balance, shares at Jun. 30, 2025		38,914,208	213,151
Balance at Mar. 31, 2025	86,668	$ 38		395,482	(308,852)
Balance, shares at Mar. 31, 2025		37,839,392	317,577
Stock-based compensation	2,704			2,704
Stock-based compensation, shares		1,029
Employee stock purchases	253			253
Employee stock purchases, shares		26,966
Conversion of preferred stock to common stock		$ 1		(1)
Conversion of preferred stock to common stock, shares		1,044,260	(104,426)
Exercise of common stock options, net of shares withheld for exercise price	18			18
Exercise of common stock options, net of shares withheld for exercise price, shares		2,561
Net loss	(45,268)				(45,268)
Total stockholders’ equity at Jun. 30, 2025	44,375	$ 39		398,456	(354,120)
Balance, shares at Jun. 30, 2025		38,914,208	213,151
Balance at Dec. 31, 2025	100,555	$ 48		549,404	(448,897)
Balance, shares at Dec. 31, 2025		48,244,960	0
Stock-based compensation	5,325			5,325
Stock-based compensation, shares		215
Exercise of common stock options, net of shares withheld for exercise price	455			455
Exercise of common stock options, net of shares withheld for exercise price, shares		56,427
Exercise of common stock warrants, net of shares withheld for exercise price	31			31
Exercise of common stock warrants, net of shares withheld for exercise price, shares		45,788
Net loss	(52,841)				(52,841)
Total stockholders’ equity at Mar. 31, 2026	53,525	$ 48		555,215	(501,738)
Balance, shares at Mar. 31, 2026		48,347,390	0
Balance at Dec. 31, 2025	100,555	$ 48		549,404	(448,897)
Balance, shares at Dec. 31, 2025		48,244,960	0
Conversion of Term A Loan outstanding principal to common stock	3,368
Net loss	(131,705)
Total stockholders’ equity at Jun. 30, 2026	(12,781)	$ 49		567,772	(580,602)
Balance, shares at Jun. 30, 2026		48,922,556	0
Balance at Mar. 31, 2026	53,525	$ 48		555,215	(501,738)
Balance, shares at Mar. 31, 2026		48,347,390	0
Stock-based compensation	6,904			6,904
Stock-based compensation, shares		0
Employee stock purchases	798			798
Employee stock purchases, shares		60,604
Exercise of common stock options, net of shares withheld for exercise price	1,488			1,488
Exercise of common stock options, net of shares withheld for exercise price, shares		170,760
Conversion of Term A Loan outstanding principal to common stock	3,368	$ 1		3,367
Conversion of Term A Loan outstanding principal to common stock, shares		343,802	0
Net loss	(78,864)	$ 0			(78,864)
Total stockholders’ equity at Jun. 30, 2026	$ (12,781)	$ 49		$ 567,772	$ (580,602)
Balance, shares at Jun. 30, 2026		48,922,556	0

Net Loss Per Common Share (Details Narrative)			6 Months Ended
Net Loss Per Common Share (Details Narrative)	Jun. 30, 2026 shares	Jun. 30, 2025 shares	Jun. 30, 2026 shares
Pre-funded warrant shares	6,147,787	5,747,787
Senior Notes Due 2031 Notes [Member]
Debt conversion, percentage			2.75
Debt conversion, number of shares issued			3,923,002
Senior Notes Due 2032 Notes [Member]
Debt conversion, percentage			0.25
Debt conversion, number of shares issued			4,617,361
Maximum [Member] \| Senior Notes Due 2031 Notes [Member]
Debt conversion, number of shares issued			5,296,053
Maximum [Member] \| Senior Notes Due 2032 Notes [Member]
Debt conversion, number of shares issued			6,464,306

- Definition

Ratio applied to the conversion of debt instrument into equity with equity shares divided by debt principal amount.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

+ Details

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2026

Accounting Policies [Abstract]

Basis of Presentation

Accounting Estimates

Pre-Launch Inventory

Property and Equipment

As the Company prepares for the commercial launch of REVTORPYK, it reevaluated the estimated useful lives of its property and equipment as follows:


Asset description		Estimated useful life
Lab equipment		5 years
Furniture and fixtures		5 years
Office and computer equipment		3 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

The change in estimated useful lives does not have a material impact on the Company's depreciation expense.

License Agreement

The License Agreement is being accounted for as an asset acquisition under U.S. GAAP.

Finite-Lived Intangible Assets

Long-Lived Assets

Selling, General and Administrative

The stock-based compensation amounts included in Note 8 reflect the impact of these prior period reclassifications.

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted