What changed in Tango Therapeutics, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Tango Therapeutics, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+100 added−90 removedSource: 10-K (2026-03-05) vs 10-K (2025-02-27)
Top changes in Tango Therapeutics, Inc.'s 2025 10-K
100 paragraphs added · 90 removed · 71 edited across 1 sections
- Item 1C. Cybersecurity+100 / −90 · 71 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
71 edited+29 added−19 removed87 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
71 edited+29 added−19 removed87 unchanged
2024 filing
2025 filing
Biggest changeIt em 9B. Other Information Insider Adoption or Termination of Trading Arrangements During the fiscal quarter ended December 31, 2024 , none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 under Regulation S-K.
Biggest changeOther Information Insider Adoption or Termination of Trading Arrangements During the fiscal quarter ended December 31, 2025 , none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 under Regulation S-K, except as described in the table below: 98 Name and Title Date Adopted Character of Trading Arrangement (1) Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Duration (2) Other Material Terms Date Terminated Adam Crystal , President of Research and Development 10/27/2025 Rule 10b5-1 Trading Arrangement Up to 355,506 shares to be sold 10/31/2026 N/A N/A (1) This trading arrangement, identified as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c).
Financial Overview Since the Company's inception, we have focused primarily on organizing and staffing our company, business planning, raising capital, discovering product candidates, securing related intellectual property, and conducting research and 82 development activities for our programs. To date, we have funded our operations primarily through equity financings and from the proceeds received from our collaboration agreement with Gilead.
Financial Overview Since the Company's inception, we have focused primarily on organizing and staffing our company, business planning, raising capital, discovering product candidates, securing related intellectual property, and conducting research and development activities for our programs. To date, we have funded our operations primarily through equity financings and from the proceeds received from our collaboration agreement with Gilead.
The Vice President of IT reports on the status of our cybersecurity risk management program to management and our Audit Committee on a periodic basis , which may include a discussion of the results of our annual third party cybersecurity risk assessments and critical updates to our mitigation and remediation efforts. It em 2.
The Vice President of IT reports on the status of our cybersecurity risk management program to management and our Audit Committee on a periodic basis , which may include a discussion of the results of our annual third party cybersecurity risk assessments and critical updates to our mitigation and remediation efforts. 83 It em 2.
Key assumptions to determine the standalone selling price may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success.
Key assumptions to determine the standalone selling price may include forecasted revenues, 95 development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success.
Refer to Note 8 of our audited consolidated financial statements and related notes for the year ended December 31, 2024 included in this Annual Report on Form 10-K for a description of our license agreement. Critical Accounting Policies and Significant Judgments and Estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP.
Refer to Note 8 of our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in this Annual Report on Form 10-K for a description of our license agreement. Critical Accounting Policies and Significant Judgments and Estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2024 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2025 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
A contract liability is recognized when a customer prepays consideration or owes 90 payment to an entity in advance of our performance according to a contract.
A contract liability is recognized when a customer prepays consideration or owes payment to an entity in advance of our performance according to a contract.
Upon the consummation of the merger, we changed our name to Tango Therapeutics, Inc. 80 Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.
Upon the consummation of the merger, we changed our name to Tango Therapeutics, Inc. 85 Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.
To date, we have funded our operations primarily through equity financings and from the proceeds received from our collaboration agreement with Gilead.
To date, we have funded our operations primarily through equity financings and from the proceeds received from our former collaboration agreement with Gilead.
These commitments are also recognized as operating lease liabilities in our balance sheet at December 31, 2024. Refer to Note 7 to our audited consolidated financial statements and related notes included in this Annual Report on Form 10-K for additional discussion of the lease.
These commitments are also recognized as operating lease liabilities in our balance sheet at December 31, 2025. Refer to Note 7 to our audited consolidated financial statements and related notes included in this Annual Report on Form 10-K for additional discussion of the lease.
Our Security Committee, headed by the Vice President of IT and the Chief Legal Counsel, assesses and monitors any identified security incidents that impact us or our external partners. Furthermore, we assess and review the cybersecurity practices of third parties who have access to our systems and/or process our sensitive information.
Our Security Committee, headed by the Vice President of IT and the Vice President, Legal assesses and monitors any identified security incidents that impact us or our external partners. Furthermore, we assess and review the cybersecurity practices of third parties who have access to our systems and/or process our sensitive information.
We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. It em 4. Mine Safety Disclosures Not applicable. 79 PART II It em 5.
We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. It em 4. Mine Safety Disclosures Not applicable. 84 PART II It em 5.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025.
These payments are not included in the table above as the amount and timing of such payments are not known as of December 31, 2024. License Agreement Obligations We have also entered into a license agreement under which we may be obligated to make milestone and royalty payments.
These payments are not included in the table above as the amount and timing of such payments are not known as of December 31, 2025. License Agreement Obligations We have also entered into a license agreement under which we may be obligated to make milestone and royalty payments.
The following performance graph compares the performance of our common stock to the Nasdaq Composite Index and to the Nasdaq Biotechnology Index from September 3, 2020, the date on which our common stock first began trading on the Nasdaq Global Market, through December 31, 2024.
The following performance graph compares the performance of our common stock to the Nasdaq Composite Index and to the Nasdaq Biotechnology Index from September 3, 2020, the date on which our common stock first began trading on the Nasdaq Global Market, through December 31, 2025.
Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations.
Clinical and preclinical development timelines, 90 the probability of success and development costs can differ materially from expectations.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Our cybersecurity risk management program, which has been integrated into our enterprise risk management program, is based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework. Our cybersecurity risk management program focuses on monitoring the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents. There are a number of components of our risk management program.
Our cybersecurity risk management program, which has been integrated into our enterp rise risk management program, is based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework. Our cybersecurity risk management program focuses on monitoring the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents. There are a number of components of our risk management program.
Unregistered Sales of Equity Securities During the year ended December 31, 2024, we did not issue or sell any unregistered securities not previously disclosed in an Annual Report on Form 10-K or in a Current Report on Form 8-K. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. It em 6. [Reserved] Not applicable. 81 It em 7.
Unregistered Sales of Equity Securities During the year ended December 31, 2025, we did not issue or sell any unregistered securities not previously disclosed in an Annual Report on Form 10-K or in a Current Report on Form 8-K. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. It em 6. [Reserved] Not applicable. 86 It em 7.
As of December 31, 2024 and December 31, 2023, we were unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.
As of December 31, 2025 and December 31, 2024, we were unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.
We also expect to hire additional personnel, pay for accounting, audit, legal, regulatory and consulting services, and pay costs associated with maintaining compliance with Nasdaq listing rules and the requirements of the U.S. Securities and Exchange Commission, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.
We also expect to hire additional personnel, incur accounting, audit, legal, regulatory, consulting, and other costs associated with maintaining compliance with Nasdaq listing rules and the requirements of the U.S. Securities and Exchange Commission, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.
Our clinical development costs have, and are expected to continue to, increase significantly with the commencement and continuation of our current and planned clinical trials, including our planned combination clinical trials.
Our clinical development costs have, and are expected to continue to, increase significantly with the commencement and continuation of our current and planned clinical trials.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy 78 In an effort to protect our business from cybersecurity threats, we maintain and utilize various tools and processes that are designed to identify, assess, a nd manage cybersecurity risks.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy In an effort to protect our business from cybersecurity threats, we maintain and utilize various tools and processes that are designed to identify, assess, and manage cybersecurity risks.
Interest Rate Risk We had cash, cash equivalents and marketable securities of $257.9 million and $336.9 million as of December 31, 2024 and December 31, 2023, respectively, which consisted of cash, money market funds, U.S. Treasury bills and U.S. government agency bonds. Interest income is sensitive to changes in the general level of interest rates.
Interest Rate Risk We had cash, cash equivalents and marketable securities of $343.1 million and $257.9 million as of December 31, 2025 and December 31, 2024, respectively, which consisted of cash, money market funds, U.S. Treasury bills and U.S. government agency bonds. Interest income is sensitive to changes in the general level of interest rates.
Sales of the common stock, if any, will be made by methods deemed to be "at-the-market" stock offerings. The Sales Agreement will terminate upon the earliest of: (a) the sale of $100.0 million of shares of the Company's common stock or (b) the termination of the Sales Agreement by us or Jefferies.
Sales of the common stock, if any, will be made by methods deemed to be "at-the-market" stock offerings. The Leerink Sales Agreement will terminate upon the earliest of: (a) the sale of $100.0 million of shares of the Company's common stock or (b) the termination of the Leerink Sales Agreement by the Company or Leerink.
Provision for Income Taxes Provision for income taxes was $0.2 million for the year ended December 31, 2024 compared to $0.1 million for the year ended December 31, 2023. The income tax provision amount for both periods is primarily attributable to state taxes on interest income earned on marketable securities.
Provision for Income Taxes Provision for income taxes was less than $0.1 million for the year ended December 31, 2025 compared to $0.2 million for the year ended December 31, 2024. The income tax provision amount for both periods is primarily attributable to state taxes on interest income earned on marketable securities.
We expense research and development costs as incurred, which include: • employee-related expenses, including salaries, bonuses, benefits, stock-based compensation, other related costs for those employees involved in research and development efforts; • external research and development expenses incurred under agreements with contract research organizations, or CROs, as well as consultants that conduct our preclinical studies and development services; • costs related to manufacturing material for our preclinical and clinical studies; • laboratory supplies and research materials; • costs to fulfill our obligations under the collaboration with Gilead; • costs related to compliance with regulatory requirements; and • facilities, information technology systems, depreciation and other allocated expenses, which include direct and allocated expenses for rent, utilities and insurance.
We expense research and development costs as incurred, which include: • employee-related expenses, including salaries, bonuses, benefits, stock-based compensation, other related costs for those employees involved in research and development efforts; 89 • external research and development expenses incurred under agreements with contract research organizations, or CROs, vendors and consultants that conduct our preclinical and clinical studies, as well as other development activities related to our product candidates; • costs related to manufacturing material for our preclinical and clinical studies; • laboratory supplies and research materials; • costs to fulfill our obligations under the collaboration with Gilead through August 2025; • costs related to compliance with regulatory requirements; and • facilities, information technology systems, depreciation and other allocated expenses, which include direct and allocated expenses for rent, utilities and insurance.
Quantitative and Qualitative Disclosures About Market Risk. We are exposed to certain market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
We are exposed to certain market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
We anticipate that our expenses will increase substantially, particularly due to the numerous risks and uncertainties associated with developing product candidates, including the uncertainty of: • the scope, rate of progress, and expenses of our ongoing research activities as well as any preclinical studies, clinical trials and other research and development activities; • establishing an appropriate safety profile with IND-enabling studies; • successful enrollment in and completion of our clinical trials, including our combination clinical trials; • whether our product candidates show safety and efficacy in our clinical trials; • the receipt of marketing approvals from applicable regulatory authorities; • the progress of our collaboration with Gilead; • establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers; • obtaining and maintaining patent and trade secret protection and regulatory exclusivity for our product candidates; • commercializing product candidates, if and when approved, whether alone or in collaboration with others; and • continued acceptable safety profile of products following any regulatory approval. 85 Any changes in the outcome of any of these variables with respect to the development of our product candidates in preclinical and clinical development could mean a significant change in the costs and timing associated with the development of these product candidates.
We anticipate that our expenses will increase substantially, particularly due to the numerous risks and uncertainties associated with developing product candidates, including the uncertainty of: • the scope, rate of progress, and expenses of our ongoing research activities as well as any preclinical studies, clinical trials and other research and development activities; • establishing an appropriate safety profile with IND-enabling studies; • successful enrollment in and completion of our clinical trials, including our combination clinical trials; • whether our product candidates show safety and efficacy in our clinical trials; • the receipt of marketing approvals from applicable regulatory authorities; • establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers; • obtaining and maintaining patent and trade secret protection and regulatory exclusivity for our product candidates; • commercializing product candidates, if and when approved, whether alone or in collaboration with others; and • continued acceptable safety profile of products following any regulatory approval.
The Vice President of IT will re gularly consult with outside security experts and management to evaluate certain aspects of the cybersecurity risk management program. The Vice President of IT has approximately 15 years of experience in information security and cybersecurity risk management. The IT team also institu tes and maintains controls for our systems, applications, and databases.
The Vice President of IT will regularly consult with outside security experts and management to evaluate certain aspects of the cybersecurity risk management program. The Vice President of IT has approximately 15 years of experience in information security and cybersecurity risk management. The IT team also institutes and maintains controls for our systems, applications, and databases .
For the years ended December 31, 2024, 2023, and 2022 our net losses were $130.3 million, $101.7 million, and $108.2 million, respectively. We had an accumulated deficit of $501.6 million as of December 31, 2024.
For the years ended December 31, 2025, 2024, and 2023 our net losses were $101.6 million, $130.3 million, and $101.7 million, respectively. We had an accumulated deficit of $603.2 million as of December 31, 2025.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock currently trades on The Nasdaq Global Market under the symbol "TNGX". Holders of Common Stock As of February 19, 2025, there were approximately 17 stockholders of record of our common stock.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock currently trades on The Nasdaq Global Market under the symbol "TNGX". Holders of Common Stock As of February 26, 2026, there were approximately 15 stockholders of record of our common stock.
Our consolidated financial statements, together with the report of the independent registered public accounting firm, are appended to this Annual Report on Form 10-K and an index of those consolidated financial statements can be found beginning on page F-1. It em 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. I tem 9A. Controls and Procedures.
Financial Statements and Supplementary Data. Our consolidated financial statements, together with the report of the independent registered public accounting firm, are appended to this Annual Report on Form 10-K and an index of those consolidated financial statements can be found beginning on page F-1. 97 It em 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.
Collaboration Agreements with Gilead Sciences In October 2018, we entered into a collaboration agreement (the 2018 Gilead Agreement) with Gilead Sciences, Inc. (Gilead). Pursuant to the terms of the 2018 Gilead Agreement, we received an initial upfront payment of $50.0 million.
Collaboration Agreements with Gilead Sciences In October 2018, we entered into a collaboration agreement (the 2018 Gilead Agreement) with Gilead Sciences, Inc. (Gilead), under which we received an initial upfront payment of $50.0 million.
At contract inception, once the contract is determined to be within the scope of ASC 606, we assess whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance 89 obligation.
At contract inception, once the contract is determined to be within the scope of ASC 606, we assess whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct bundle is identified.
Contractual Obligations and Commitments The following table summarizes our contractual obligations at December 31, 2024 and the effects that such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due by Period Total Less than 1 Year 1 – 3 Years 3 – 5 Years More than 5 Years (in thousands) Operating lease commitments $ 50,100 $ 5,265 $ 11,725 $ 12,440 $ 20,670 Total $ 50,100 $ 5,265 $ 11,725 $ 12,440 $ 20,670 88 The commitment amounts in the table above primarily reflect the minimum payments due under our amended operating lease for office and laboratory space at our 201 Brookline Avenue, Boston, Massachusetts location.
Contractual Obligations and Commitments The following table summarizes our contractual obligations at December 31, 2025 and the effects that such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due by Period Total Less than 1 Year 1 – 3 Years 3 – 5 Years More than 5 Years (in thousands) Operating lease commitments $ 44,367 $ 5,308 $ 12,077 $ 12,813 $ 14,169 Total $ 44,367 $ 5,308 $ 12,077 $ 12,813 $ 14,169 The commitment amounts in the table above primarily reflect the minimum payments due under our amended operating lease for office and laboratory space at our 201 Brookline Avenue, Boston, Massachusetts location.
We do not allocate employee costs or costs associated with our target discovery efforts, laboratory supplies, and facilities, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified.
We do not allocate employee costs or costs associated with our target discovery efforts, laboratory supplies, and facilities, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified. We characterize research and development costs incurred prior to the identification of a product candidate as discovery costs.
Overview Tango Therapeutics was founded with a clear mission: to discover the next wave of targeted therapies in oncology by addressing the specific genetic alterations that drive cancer. We leverage our state-of-the-art target discovery platform to identify novel targets and develop new drugs directed at tumor suppressor gene loss in defined patient populations with high unmet medical need.
Overview Tango Therapeutics was founded with a clear mission: to discover the next wave of targeted therapies in oncology by addressing the specific genetic alterations that drive cancer. We leverage our state-of-the-art target and drug discovery platforms to identify novel disease-relevant targets and develop medicines tailored to defined patient populations with high unmet medical need.
While our significant accounting policies are described in more detail in Note 2 to our audited consolidated financial statements and related notes included in this Annual Report on Form 10-K for the year ended December 31, 2024, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
The effects of material revisions in estimates, if any, will be reflected in the consolidated financial statements prospectively from the date of change in estimates. 94 While our significant accounting policies are described in more detail in Note 2 to our audited consolidated financial statements and related notes included in this Annual Report on Form 10-K for the year ended December 31, 2025, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
We expect that our existing cash, cash equivalents and marketable securities on hand as of December 31, 2024 of $257.9 million will enable us to fund our operating expenses and capital expenditure requirements at least into the third quarter of 2026. Since inception, we have incurred significant operating losses.
We expect that our existing cash, cash equivalents and marketable securities on hand as of December 31, 2025 of $343.1 million, will enable us to fund our operating expenses and capital expenditure requirements into 2028. Since inception, we have incurred significant operating losses.
The following table summarizes our research and development expenses: Year Ended December 31, 2024 2023 (in thousands) TNG462 direct program expenses $ 16,161 $ 10,158 TNG456 direct program expenses 4,531 - TNG908 direct program expenses* 13,587 10,851 TNG260 direct program expenses 9,382 8,171 TNG348 direct program expenses** 5,476 6,564 Discovery direct program expenses 24,440 23,426 Unallocated research and development expenses: Personnel-related expenses 51,457 38,469 Facilities and other related expenses 18,884 17,559 Total research and development expenses $ 143,918 $ 115,198 *In November 2024, we announced we stopped enrollment in the TNG908 Phase 1/2 trial due to insufficient brain exposure for GBM clinical activity and portfolio prioritization.
The following table summarizes our research and development expenses: Year Ended December 31, 2025 2024 (in thousands) vopimetostat direct program expenses $ 26,522 $ 16,161 TNG456 direct program expenses 6,557 4,531 TNG260 direct program expenses 6,278 9,382 TNG961 direct program expenses 5,675 — TNG908 direct program expenses* 5,027 13,587 TNG348 direct program expenses** — 5,476 Discovery direct program expenses 10,167 24,440 Unallocated research and development expenses: Personnel-related expenses 51,474 51,457 Facilities and other related expenses 20,465 18,884 Total research and development expenses $ 132,165 $ 143,918 *In November 2024, we announced we stopped enrollment in the TNG908 Phase 1/2 trial due to insufficient brain exposure for GBM clinical activity and portfolio prioritization.
Recently Adopted Accounting Pronouncements A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our audited consolidated financial statements and related notes in this Annual Report on Form 10-K for the year ended December 31, 2024. Ite m 7A.
To date, there have not been any material adjustments to our prior estimates of accrued research and development expenses. 96 Recently Adopted Accounting Pronouncements A description of recently issued and adopted accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our audited consolidated financial statements and related notes in this Annual Report on Form 10-K for the year ended December 31, 2025.
As of December 31, 2024, we had cash and cash equivalents and marketable securities of $257.9 million. 87 Funding Requirements We expect that our existing cash, cash equivalents and marketable securities on hand as of December 31, 2024 of $257.9 million will enable us to fund our operating expenses and capital expenditure requirements at least into the third quarter of 2026.
Funding Requirements We expect that our existing cash, cash equivalents and marketable securities on hand as of December 31, 2025 of $343.1 million will enable us to fund our operating expenses and capital expenditure requirements into 2028.
The cash provided by financing activities for the twelve months ended December 31, 2023 consisted of the net proceeds received from our private placement financing transaction in August 2023 of $79.8 million, as well as the cash provided from the exercises of stock options and ESPP purchases.
The cash provided by financing activities for the twelve months ended December 31, 2025 consisted of the net proceeds received from our underwritten offering and concurrent private placement of common shares and pre-funded warrants to purchase common shares in October 2025 of $211.8 million, as well as the cash provided from the exercises of stock options and ESPP purchases.
We currently do not have significant exposure to foreign currencies as we hold no foreign exchange contracts, option contracts, or other foreign hedging arrangements.
We currently do not have significant exposure to foreign currencies as we hold no foreign exchange contracts, option contracts, or other foreign hedging arrangements. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.
We characterize research and development costs incurred prior to the 84 identification of a product candidate as discovery costs. We use internal resources primarily to conduct our research and discovery activities as well as for managing our preclinical, development and manufacturing activities.
We use internal resources primarily to conduct our research and discovery activities as well as for managing our preclinical, development and manufacturing activities.
Additionally, the increase was also due to a $13.0 million increase in personnel-related costs due to an increase in share-based compensation expense and additional headcount. General and Administrative Expenses General and administrative expense was $43.7 million for the year ended December 31, 2024 compared to $35.5 million for the year ended December 31, 2023.
General and Administrative Expenses General and administrative expense was $41.5 million for the year ended December 31, 2025 compared to $43.7 million for the year ended December 31, 2024. The decrease of $2.2 million was primarily due to a decrease in personnel-related costs, including share-based compensation expense.
As of December 31, 2024, $136.6 million has been recognized as collaboration revenue related to the upfront and research option-extension payments from the Gilead agreements. During the years ended December 31, 2024, 2023, and 2022, we recognized $30.0 million, $31.5 million, and $24.9 million, respectively, of collaboration revenue associated with the Gilead agreements based on performance completed during each period.
During the years ended December 31, 2025, 2024, and 2023, we recognized $62.4 million, $30.0 million, and $31.5 million, respectively, of collaboration revenue associated with the Gilead agreements based on performance completed during each period.
Our operations may be subject to fluctuations in foreign currency exchange rates in the future. 91 Effects of Inflation We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Our operations may be subject to inflation in the future.
Effects of Inflation We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Our operations may be subject to inflation in the future. Inflation generally affects us by increasing our cost of labor, clinical trial and manufacturing costs and indirectly increasing interest rates.
Cash Flows Comparison of the Years Ended December 31, 2024 and 2023 The following table summarizes our cash flows for each of the years presented: Year Ended December 31, 2024 2023 Change (in thousands) Net cash used in operating activities $ (131,501 ) $ (117,982 ) $ (13,519 ) Net cash provided by investing activities 86,126 41,426 44,700 Net cash provided by financing activities 47,664 82,406 (34,742 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ 2,289 $ 5,850 $ (3,561 ) Operating Activities Net cash used in operating activities was $131.5 million for the year ended December 31, 2024 compared to net cash used in operating activities of $118.0 million for the year ended December 31, 2023.
Cash Flows Comparison of the Years Ended December 31, 2025 and 2024 The following table summarizes our cash flows for each of the years presented: Year Ended December 31, 2025 2024 Change (in thousands) Net cash used in operating activities $ (138,886 ) $ (131,501 ) $ (7,385 ) Net cash (used in) provided by investing activities (40,865 ) 86,126 (126,991 ) Net cash provided by financing activities 222,500 47,664 174,836 Net increase in cash, cash equivalents and restricted cash $ 42,749 $ 2,289 $ 40,460 Operating Activities Net cash used in operating activities was $138.9 million for the year ended December 31, 2025 compared to net cash used in operating activities of $131.5 million for the year ended December 31, 2024.
However, if inflation were to increase, or remain at an elevated level for an extended period of time, our costs are likely to increase, which may negatively impact our cash flows. Ite m 8. Financial Statements and Supplementary Data.
We have not seen a significant impact from inflation on our business, financial condition or results of operations during the twelve months ended December 31, 2025. However, if inflation were to increase, or remain at an elevated level for an extended period of time, our costs are likely to increase, which may negatively impact our cash flows. Ite m 8.
In November 2024, we reported positive early data from the ongoing Phase 1/2 clinical trial of TNG462, demonstrating durable clinical activity across multiple cancer types with a good safety and tolerability profile. We are currently enrolling patients in the ongoing TNG462 Phase 1/2 monotherapy clinical trial and plan to provide a clinical data update on TNG462 in 2025.
In October 2025, we reported positive data from the ongoing Phase 1/2 clinical trial of vopimetostat monotherapy in patients with MTAP-deleted selective cancers, illustrating clinical activity across multiple cancer types with a favorable safety and tolerability profile.
Financing Activities Net cash provided by financing activities was $47.7 million for the year ended December 31, 2024 compared to net cash provided by financing activities of $82.4 million for the year ended December 31, 2023.
Investing Activities Net cash used in investing activities was $40.9 million for the year ended December 31, 2025 compared to net cash provided by investing activities of $86.1 million for the year ended December 31, 2024.
The change was primarily due to a decrease in purchases of marketable securities as compared to the year ended December 31, 2023, which was partially offset by a decrease in sales and maturities of marketable securities as compared to the year ended December 31, 2023.
The change was primarily due to an increase in purchases of marketable securities and a decrease in sales and maturities of marketable securities as compared to the year ended December 31, 2024. 93 Financing Activities Net cash provided by financing activities was $222.5 million for the year ended December 31, 2025 compared to net cash provided by financing activities of $47.7 million for the year ended December 31, 2024.
At-the-Market Stock Offering In September 2022, we entered into a sales agreement (the Sales Agreement) with Jefferies LLC (Jefferies) which permits us to sell from time to time, at our option, up to an aggregate of $100.0 million of shares of its common stock through Jefferies, as sales agent.
Net proceeds from all financing activities will be used to advance our pipeline and for working capital and other general corporate purposes. 88 In November 2025, we entered into a sales agreement (the Leerink Sales Agreement) with Leerink Partners LLC (Leerink) which permitted us to sell from time to time, at its option, up to an aggregate of $100.0 million of shares of its common stock through Leerink, as sales agent.
As of December 31, 2024, we had sold 4,001,200 shares of common stock under this program for gross proceeds of $43.0 million. Revenue To date, we have not recognized any revenue from product sales, and we do not expect to generate any revenue from the sale of products in the next several years.
Revenue To date, we have not recognized any revenue from product sales, and we do not expect to generate any revenue from the sale of products in the next several years.
Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following table summarizes our results of operations for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Change (in thousands) Collaboration revenue $ 29,969 $ 31,527 $ (1,558 ) License revenue 12,100 5,000 7,100 Total revenue 42,069 36,527 5,542 Operating expenses: Research and development 143,918 115,198 28,720 General and administrative 43,746 35,502 8,244 Total operating expenses 187,664 150,700 36,964 Loss from operations (145,595 ) (114,173 ) (31,422 ) Other income: Interest income 7,890 6,619 1,271 Other income, net 7,611 5,944 1,667 Total other income, net 15,501 12,563 2,938 Loss before income taxes (130,094 ) (101,610 ) (28,484 ) Provision for income taxes (208 ) (134 ) (74 ) Net loss $ (130,302 ) $ (101,744 ) $ (28,558 ) 86 Collaboration Revenue Collaboration revenue of $30.0 million and $31.5 million for the years ended December 31, 2024 and 2023, respectively, was derived from the Gilead collaboration.
We recorded an insignificant provision for income taxes for each of the years ended December 31, 2025 and 2024. 91 Results of Operations Comparison of the Years Ended December 31, 2025 and 2024 The following table summarizes our results of operations for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Change (in thousands) Collaboration revenue $ 62,384 $ 29,969 $ 32,415 License revenue — 12,100 (12,100 ) Total revenue 62,384 42,069 20,315 Operating expenses: Research and development 132,165 143,918 (11,753 ) General and administrative 41,508 43,746 (2,238 ) Total operating expenses 173,673 187,664 (13,991 ) Loss from operations (111,289 ) (145,595 ) 34,306 Other income: Interest income 5,630 7,890 (2,260 ) Other income, net 4,069 7,611 (3,542 ) Total other income, net 9,699 15,501 (5,802 ) Loss before income taxes (101,590 ) (130,094 ) 28,504 Provision for income taxes (4 ) (208 ) 204 Net loss $ (101,594 ) $ (130,302 ) $ 28,708 Collaboration Revenue Collaboration revenue of $62.4 million and $30.0 million for the years ended December 31, 2025 and 2024, respectively, was derived from the Gilead collaboration.
Our direct external research and development expenses consist primarily of fees paid to CROs and outside consultants in connection with our preclinical and clinical development and manufacturing activities. Our direct external research and development expenses also include fees incurred under license agreements.
Our direct external research and development expenses consist primarily of fees paid to CROs, as well as outside vendors and consultants in connection with our preclinical and clinical development and manufacturing activities. We track these external research and development costs on a program-by-program basis once we have identified a product candidate.
Other Income, Net Other income, net was $7.6 million for the year ended December 31, 2024 compared to $5.9 million for the year ended December 31, 2023, with the increase being attributed to accretion on investments purchased at a discount.
Interest Income Interest income was $5.6 million for the year ended December 31, 2025 compared to $7.9 million for the year ended December 31, 2024.
Since inception, we have raised an aggregate of $166.9 million of gross proceeds from the sale of our preferred shares, $342.1 million in gross proceeds through the closing of the Business Combination and simultaneous financing transactions, $237.1 million through our collaboration with Gilead and $123.0 million of gross proceeds through (i) $80.0 million from the private placement of common shares and pre-funded warrants to purchase common shares in August 2023 and (ii) $43.0 million from our "at-the-market" stock offering program.
Through December 31, 2025, we have raised an aggregate of $1.1 billion from such transactions, including $857.0 million in aggregate gross proceeds from the sale of pre-public entity preferred shares, the closing of our Business Combination, follow-on public and private offerings, and through our "at-the-market" stock offering programs, and $237.1 million through our former collaboration with Gilead.
Research and Development Expenses Research and development expense was $143.9 million for the year ended December 31, 2024 compared to $115.2 million for the year ended December 31, 2023. The increase of $28.7 million was due to a $14.4 million increase primarily relating to the advancement of TNG462 and TNG456.
The revenue recognized during the second quarter of 2024 was primarily due to licensing a program to Gilead for $12.0 million during the period. Research and Development Expenses Research and development expense was $132.2 million for the year ended December 31, 2025 compared to $143.9 million for the year ended December 31, 2024.
The 83 upfront payment was initially recorded as deferred revenue on our balance sheet and is recognized as revenue as or when the performance obligation under the contract is satisfied. In August 2020, the 2018 Gilead Agreement was expanded into a broader collaboration via an amended and restated research collaboration and license agreement (the Gilead Agreement).
In August 2020, the 2018 Gilead Agreement was expanded into a broader collaboration via an amended and restated research collaboration and license agreement (the Gilead Agreement), under which we received an upfront payment of $125.0 million.
We may never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our clinical trials. We may elect to discontinue, delay or modify clinical trials of some product candidates or focus on other product candidates.
We may obtain unexpected results from our clinical trials. We may elect to discontinue, delay or modify clinical trials of some product candidates or focus on other product candidates. General and Administrative Expenses General and administrative expenses consist primarily of employee related costs, including salaries, bonuses, benefits, stock-based compensation and other related costs.
Since inception, we have raised an aggregate of $166.9 million of gross proceeds from the sale of our preferred shares, $342.1 million in gross proceeds from the Business Combination and simultaneous financing transactions, $123.0 million of gross proceeds through (i) the $80.0 million private placement of common shares and pre-funded warrants to purchase common shares in August 2023, and (ii) the $43.0 million from our "at-the-market" stock offering program, and another $237.1 million through our collaboration with Gilead.
Through December 31, 2025, we have raised an aggregate of $1.1 billion from such transactions, including $857.0 million in aggregate gross proceeds from the sale of preferred shares, the closing of our Business Combination, follow-on public and private offerings, and through our "at-the-market" stock offering programs, and $237.1 million through our collaboration with Gilead.
Pursuant to the terms of the Gilead Agreement, we received an upfront payment of $125.0 million. Consistent with the treatment of the previously received upfront payment, this upfront payment was recorded as deferred revenue on our balance sheet and is recognized as revenue as or when the performance obligation under the contract is satisfied.
Upfront payments totaling $175.0 million and subsequent research extension fees totaling $24.0 million were recorded as deferred revenue on our balance sheet and recognized as revenue as or when the performance obligation under the contract was satisfied.
The increase in net cash used in operating activities for the twelve months ended December 31, 2024 was primarily due to an increase to the net loss as a result of higher operating expenses related to the advancement of our programs and personnel-related costs.
The increase in net cash used in operating activities for the twelve months ended December 31, 2025 was primarily due to a decrease in operating assets and liabilities, including a deferred revenue decrease driven by the truncation of the Gilead collaboration in August of 2025, which was partially offset by a decrease in net loss.
In 2020 and 2021, Gilead elected to extend two programs for research extension fees totaling $24.0 million, which was added to our estimate of the transaction price to total $199.0 million. In June 2024, Gilead licensed a program for a $12.0 million fee, which was recognized as license revenue in the second quarter of 2024.
In June 2024, Gilead licensed a program for a $12.0 million fee, which was recognized as license revenue in the second quarter of 2024. In August 2025, the Company and Gilead mutually agreed to truncate the research term of the collaboration and license agreement from seven to five years, concluding the research portion of the collaboration.
Based on this assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective. 92 The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears beginning on page F-2 of this Annual Report on Form 10-K.
Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. This Annual Report on Form 10-K does not include an attestation report of the independent registered public accounting firm due to our filer status changing to non-accelerated filer and we again qualify for exemption as a smaller reporting company.
We believe our approach will provide the ability to deliver deep, durable target inhibition with favorable tolerability and safety profiles, thus potentially maximizing clinical benefit. We are currently developing two MTA-cooperative PRMT5 inhibitors: TNG462 for non-CNS cancers, including pancreatic and lung cancer, and TNG456, our next-generation, brain-penetrant PRMT5 inhibitor, for CNS cancers, including GBM.
Our novel small molecules are designed to be selectively active in cancer cells with specific genetic alterations, killing those cancer cells while sparing normal cells. We believe our approach will provide the ability to deliver deep, durable target inhibition with favorable tolerability and safety profiles, thus potentially maximizing clinical benefit.
The increase of $1.3 million was primarily due to a higher average portfolio balance in 2024 compared to 2023, partially offset by declining rates throughout 2024.
The decrease of $2.3 million was primarily due to a higher average portfolio balance in 2024 compared to 2025 combined with declining rates throughout 2025. 92 Other Income, Net Other income, net was $4.1 million for the year ended December 31, 2025 compared to $7.6 million for the year ended December 31, 2024, with the decrease primarily attributed to lower accretion from investments purchased at a discount.
The decrease of $1.6 million is primarily due to lower research costs incurred under the collaboration during the year ended December 31, 2024 resulting in lower collaboration revenue recognized. License Revenue License revenue of $12.1 million for the year ended December 31, 2024 was primarily derived from the Gilead collaboration.
All remaining deferred revenue from the upfront and research option-extension payments under the collaboration were recognized as revenue during the year ended December 31, 2025 as a result of the truncation of the collaboration agreement which concluded all research activities. License Revenue License revenue was $0 and $12.1 million for the years ended December 31, 2025 and 2024, respectively.
Removed
Information pertaining to fiscal year 2022 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on March 27, 2023 and is incorporated by reference herein.
Added
We are currently focused on clinical development of two MTAP-deleted selective PRMT5 inhibitors: vopimetostat (TNG462) for non-CNS cancers, both as a monotherapy and in combination with RAS inhibitors, and TNG456, our next-generation, brain-penetrant PRMT5 inhibitor, for CNS cancers, including glioblastoma (GBM).
Removed
Tumor suppressor gene loss remains a largely unaddressed target space specifically because these genetic events cannot be directly targeted. Our novel small molecules are designed to be selectively active in cancer cells with specific genetic alterations, killing those cancer cells while sparing normal cells.
Added
Specifically, the data in second-line MTAP-deleted pancreatic cancer demonstrated a median progression free survival (mPFS) of 7.2 months and 25% objective response rate (ORR), supporting the planned initiation of a 2L pivotal trial in this patient population in 2026.
Removed
We also are extending this target space beyond the classic, cell-autonomous effects of tumor suppressor gene loss to include the discovery of novel targets that reverse tumor suppressor gene mediated immune evasion which prevents the immune system from recognizing and killing cancer cells.
Added
The histology selective cohort, which excludes sarcoma, pancreatic and lung cancer patients, also showed positive data, with a mPFS of 9.1 months and 49% ORR. We are evaluating the development path for the histology selective cohort, as well as for selected indications as stand-alone development opportunities.
Removed
Additionally, we plan to begin enrollment in multiple combinations involving TNG462 in 2025. We have initiated a robust clinical development program for TNG462, and plan to pursue monotherapy registrational clinical trials in 2026. In November 2024, we also announced data from the Phase 1/2 clinical trial of TNG908, our first brain-penetrant PMRT5 inhibitor.
Added
Lastly, emerging data from the lung cancer cohort are consistent with expectations, and we anticipate providing a safety and efficacy update in 2026.
Removed
The data demonstrated durable clinical activity, including RECIST partial responses across multiple tumor types (including pancreatic and lung cancer) and a good safety and tolerability profile. However, we did not observe any responses by RANO criteria in GBM, a development focus of the TNG908 program.
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