What changed in Bolt Biotherapeutics, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Bolt Biotherapeutics, 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.
+98 added−121 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-24)
Top changes in Bolt Biotherapeutics, Inc.'s 2025 10-K
98 paragraphs added · 121 removed · 82 edited across 1 sections
- Item 1C. Cybersecurity+98 / −121 · 82 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
82 edited+16 added−39 removed78 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
82 edited+16 added−39 removed78 unchanged
2024 filing
2025 filing
Biggest changeOther Income Other income in 2024 consists of the one-time payment received from Innovent under the Amended Innovent Agreement. 77 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 Years Ended December 31, 2024 2023 Change (In thousands) Collaboration revenue $ 7,690 $ 7,876 $ (186 ) Operating expenses: Research and development 57,469 61,542 (4,073 ) General and administrative 18,457 22,530 (4,073 ) Restructuring charges 3,343 — 3,343 Impairment charges 1,469 — 1,469 Total operating expenses 80,738 84,072 (3,334 ) Loss from operations (73,048 ) (76,196 ) 3,148 Other income (expense), net: Interest income, net 5,255 6,999 (1,744 ) Other income (expense), net 4,675 — 4,675 Total other income (expense), net 9,930 6,999 2,931 Net loss (63,118 ) (69,197 ) 6,079 Net unrealized gain (loss) on marketable securities 60 956 (896 ) Comprehensive loss $ (63,058 ) $ (68,241 ) $ 5,183 Collaboration Revenue Revenue was $7.7 million and $7.9 million for the years ended December 31, 2024 and 2023, respectively.
Biggest changeResults of Operations Comparison of the Years Ended December 31, 2025 and 2024 Years Ended December 31, 2025 2024 Change (In thousands) Collaboration revenue $ 7,695 $ 7,690 $ 5 Operating expenses: Research and development 28,533 57,469 (28,936 ) General and administrative 13,795 18,457 (4,662 ) Restructuring charges 1,480 3,343 (1,863 ) Impairment charges — 1,469 (1,469 ) Total operating expenses 43,808 80,738 (36,930 ) Loss from operations (36,113 ) (73,048 ) 36,935 Other income (expense), net: Interest income, net 2,496 5,255 (2,759 ) Other income (expense), net 241 4,675 (4,434 ) Total other income (expense), net 2,737 9,930 (7,193 ) Net loss (33,376 ) (63,118 ) 29,742 Net unrealized (loss) gain on marketable securities (118 ) 60 (178 ) Comprehensive loss $ (33,494 ) $ (63,058 ) $ 29,564 Collaboration Revenue Revenue was $7.7 million and $7.7 million for 2025 and 2024, respectively.
We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we: • conduct our ongoing and planned clinical trials; • continue our research and development programs; • continue our clinical, regulatory, quality and manufacturing capabilities; • seek regulatory approvals for our product candidates; and • operate as a public company.
We expect to continue to incur significant expenses and operating losses for the foreseeable future as we: • conduct our ongoing and planned clinical trials; • continue our research and development programs; • continue our clinical, regulatory, quality and manufacturing capabilities; • seek regulatory approvals for our product candidates; and • operate as a public company.
Our future clinical development costs may vary significantly based on factors such as: • the number and scope of preclinical and IND-enabling studies; • per-patient trial costs; • the number of trials required for approval; • the number of sites included in the trials; • the countries in which the trials are conducted; • the length of time required to enroll eligible patients; • the number of patients who participate in the trials; • the number of doses that patients receive; • the drop-out or discontinuation rates of patients; • potential additional safety monitoring requested by regulatory agencies; • the duration of patient participation in the trials and through all follow-up; • the cost and timing of manufacturing our product candidates; 76 Table of Contents • the phase of development of our product candidates; and • the safety and efficacy profile of our product candidates.
Our future clinical development costs may vary significantly based on factors such as: • the number and scope of preclinical and IND-enabling studies; • per-patient trial costs; • the number of trials required for approval; • the number of sites included in the trials; • the countries in which the trials are conducted; • the length of time required to enroll eligible patients; • the number of patients who participate in the trials; • the number of doses that patients receive; • the drop-out or discontinuation rates of patients; • potential additional safety monitoring requested by regulatory agencies; • the duration of patient participation in the trials and through all follow-up; • the cost and timing of manufacturing our product candidates; • the phase of development of our product candidates; and • the safety and efficacy profile of our product candidates.
Similarly, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements, as of and for the year ended, December 31, 2024, describing the existence of substantial doubt about our ability to continue as a going concern. We will need to raise additional capital to continue the advancement of our programs.
Similarly, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements, as of and for the year ended, December 31, 2025, describing the existence of substantial doubt about our ability to continue as a going concern. We will need to raise additional capital to continue the advancement of our programs.
We will continue to closely monitor and evaluate the nature and extent of these macroeconomic factors on our business, consolidated results of operations, and financial condition. 74 Table of Contents Components of Results of Operations Revenue To date, our only revenue has been collaboration revenue derived from our collaborations with Toray, Genmab, and Innovent.
We will continue to closely monitor and evaluate the nature and extent of these macroeconomic factors on our business, consolidated results of operations, and financial condition. 68 Table of Contents Components of Results of Operations Revenue To date, our only revenue has been collaboration revenue derived from our collaborations with Toray, Genmab, and Innovent.
The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our Director of IT Operations and Security and Principal Accounting Officer.
The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our Associate Director of IT Operations and our Principal Accounting Officer.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form-10K for the period ended December 31, 2024.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form-10K for the period ended December 31, 2025.
Our information technology department (led by our Director of IT 69 Table of Contents Operations and Security), identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example, real-time monitoring of network events, subscribing to reports and services that identify cybersecurity threats, evaluating threats and actors reported to us, conducting scans of the threat environment, evaluating our and our industry’s risk profile, coordinating with law enforcement concerning threats when appropriate, conducting (and working with third parties, as appropriate) assessments and audits for internal and external threats and vulnerabilities, and using of external intelligence feeds.
Our information technology department (led by our Associate Director of IT Operations), identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example, real-time monitoring of network events, subscribing to reports and services that identify cybersecurity threats, evaluating threats and actors reported to us, conducting scans of the threat 63 Table of Contents environment, evaluating our and our industry’s risk profile, coordinating with law enforcement concerning threats when appropriate, conducting (and working with third parties, as appropriate) assessments and audits for internal and external threats and vulnerabilities, and using of external intelligence feeds.
Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of our NOL and research and development tax credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. 85 Table of Contents Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk.
Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of our NOL and research and development tax credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk.
See Note 10 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted in 2024 and 2023.
See Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted in 2025 and 2024.
The audit committee also receives from the Director of IT Operations and Security various written reports, summaries or presentations related to cybersecurity threats, risk, and mitigation. Ite m 2. Properties.
The audit committee also receives from the Associate Director of IT Operations various written reports, summaries or presentations related to cybersecurity threats, risk, and mitigation. Ite m 2. Properties.
Our Principal Accounting Officer receives regular reports on the status of our cybersecurity measures, and 70 Table of Contents works with the Company’s incident response team in an effort to help the Company mitigate and remediate cybersecurity incidents of which they are notified, and to assess and determine materiality for reporting purposes.
Our Principal Accounting Officer receives regular reports on the status of our cybersecurity measures, and works with the Company’s incident response team in an effort to help the Company mitigate and remediate cybersecurity incidents of which they are notified, and to assess and determine materiality for reporting purposes.
Our various approaches use pattern recognition receptors expressed by the innate immune system to help the body eliminate tumor cells as part of a productive anti-cancer response. Our proprietary Boltbody ISAC platform technology combines tumor-targeting antibodies with immune-stimulating linker-payloads.
Our various approaches use pattern recognition receptors expressed by the innate immune system to help the body eliminate tumor cells as part of a productive anti-cancer response. Our proprietary Boltbody Immune-Stimulating Antibody Conjugate, or ISAC, platform technology combines tumor-targeting antibodies with immune-stimulating linker-payloads.
The non-cash charges were comprised of $7.4 million for stock-based compensation, $2.3 million of non-cash lease-related expense, and $1.8 million for depreciation and amortization expense, partially offset by $2.6 million for accretion of discount on marketable securities and $0.1 million gain on sale of property and equipment.
The non-cash charges were comprised of $2.8 million for stock-based compensation, $2.5 million of non-cash lease-related expense, and $1.3 million for depreciation and amortization expense, partially offset by $0.7 million for accretion of discount on marketable securities and $0.3 million gain on sale of property and equipment.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.
To the extent that we raise additional capital through the sale 74 Table of Contents of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information. 86 Table of Contents
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information. 78 Table of Contents
Critical Accounting Estimates Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP.
Critical Accounting Estimates 75 Table of Contents Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP.
We incorporate by reference into this Item our disclosures made in Note 7 to our Consolidated Financial Statements. It em 4. Mine Safety Disclosures. Not applicable. 71 Table of Contents PAR T II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
We incorporate by reference into this Item our disclosures made in Note 6 to our Consolidated Financial Statements. It em 4. Mine Safety Disclosures. Not applicable. 65 Table of Contents PAR T II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The net cash provided by financing activities for 2024 was due to net proceeds from the issuance of common stock from our employee stock purchase plan.
The net cash provided by financing activities for 2025 was due to net proceeds from the issuance of common stock from our employee stock purchase plan.
If we are 81 Table of Contents unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.
If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.
Under these agreements, we are obligated to pay annual license maintenance fees, which are nominal and will be creditable against any royalties payable to Stanford under such agreement in the applicable year.
Under this agreement, we are obligated to pay annual license maintenance fees, which are nominal and will be creditable against any royalties payable to Stanford under such agreement in the applicable year.
The audit committee receives periodic written and verbal reports from our Principal Accounting Officer and directly from the information technology department concerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented that are intended to address them.
The audit committee receives periodic written and verbal reports from our Principal Accounting Officer and directly from the information technology department concerning the Company’s significant cybersecurity threats and risk and the 64 Table of Contents processes the Company has implemented that are intended to address them.
The change in net operating assets was primarily due to a $4.7 million decrease in deferred revenue, a $4.9 million decrease in our accounts payable and accrued expenses, $1.4 million decrease in operating lease liabilities, offset by a $2.6 million increase in our prepaid expense and other assets.
The change in net operating assets was due to a $4.9 million decrease in accounts payable and accrued expenses, a $4.7 million decrease in deferred revenue related to our collaboration agreements, a $1.4 million decrease in operating lease liabilities, offset by a $2.6 million increase in our prepaid expense and other assets.
Since our inception and through December 31, 2024, the majority of our third-party expenses were related to the research and development of trastuzumab imbotolimod, BDC-3042, and other product candidates.
Since our inception and through December 31, 2025, the majority of our third-party expenses were related to the research and development of trastuzumab imbotolimod, BDC-3042, BDC-4182 and other product candidates.
Federal NOL carryforwards aggregating $230.5 million are not subject to expiration.The NOL carryforwards subject to expiration could expire unused and be unavailable to offset future income tax liabilities. The federal NOL carryforwards not subject to expiration are available to offset up to 80% of taxable income each year indefinitely.
Federal NOL carryforwards aggregating $290.2 million are not subject to expiration.The NOL carryforwards subject to expiration could expire unused and be unavailable to offset future income tax liabilities. The federal NOL carryforwards not subject to expiration are available to offset up to 80% of taxable income each year indefinitely.
We expect this strategic move to enhance our ability to deliver localized solutions, strengthen partnerships, and accelerate growth in the Australian life sciences market, which offers a supportive environment for research and development initiatives, including a tax regime that provides certain eligible companies with tax benefits. We have incurred operating losses since our inception.
We expect this strategic move to enhance our ability to deliver localized solutions, strengthen partnerships, and accelerate growth in the Australian life sciences market, which offers a supportive environment for research and development initiatives, including a tax regime that provides certain eligible companies with tax benefits.
In 2024 and 2023, stock-based compensation expense related to stock options was $7.4 million and $9.2 million, respectively. As of December 31, 2024, the unrecognized stock-based compensation expense related to stock options was $2.8 million and is expected to be recognized as expense over a weighted-average period of approximately 1.28 years.
In 2025 and 2024, stock-based compensation expense related to stock options was $2.8 million and $7.4 million, respectively. As of December 31, 2025, the unrecognized stock-based compensation expense related to stock options was $0.8 million and is expected to be recognized as expense over a weighted-average period of approximately 1.8 years.
If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are 77 Table of Contents available to smaller reporting companies.
Holders of Common Stock On March 19, 2025, there were approximately 13 holders of record of our common stock. Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. Dividend Policy We have never declared or paid any dividends on our common stock.
Holders of Common Stock On March 6, 2026, there were approximately 11 holders of record of our common stock. Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. Dividend Policy We have never declared or paid any dividends on our common stock.
Recent Repurchases of Equity Securities. None. Recent Sales of Unregistered Securities. None. It em 6. Reserved. Not applicable. 72 Table of Contents Ite m 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Repurchases of Equity Securities. None. Recent Sales of Unregistered Securities. None. It em 6. [Reserved] 66 Table of Contents Ite m 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We believe this approach has the potential to create products that work with a patient’s own immune system, resulting in anti-cancer efficacy good tolerability.
We believe this approach has the potential to create products that work with a patient’s own immune system, resulting in anti-cancer activity with acceptable tolerability.
The change in net operating assets was due to a $3.6 million decrease in deferred revenue related to our collaboration agreements, a $3.4 million decrease in our accounts payable and accrued expenses, a $2.4 million decrease in operating lease liabilities, offset by a $0.5 million increase in our prepaid expense and other assets.
The change in net operating assets was primarily due to a $5.4 million decrease in accounts payable and accrued expenses, a $4.6 million decrease in deferred revenue, a $2.3 million decrease in operating lease liabilities, offset by a $0.1 million increase in our prepaid expense and other assets and $0.1 million increase in other long-term liabilities.
The non-cash charges were comprised of $9.2 million for stock-based compensation, $3.0 million of non-cash lease-related expense, and $1.9 million for depreciation and amortization expense, offset by $4.5 million for accretion of discount on marketable securities.
The non-cash charges were comprised of $7.4 million for stock-based compensation, $2.3 million of non-cash lease-related expense, and $1.8 million for depreciation and amortization expense, offset by $2.6 million for accretion of discount on marketable securities.
Liquidity and Capital Resources Sources of Liquidity We have incurred net losses, $63.1 million and $69.2 million in 2024 and 2023, respectively, and negative cash flows from operations since our inception, with an accumulated deficit of $427.4 million and anticipate continuing to incur net losses for the foreseeable future.
Liquidity and Capital Resources Sources of Liquidity We have incurred net losses, $33.4 million and $63.1 million in 2025 and 2024, respectively, and negative cash flows from operations since our inception, with an accumulated deficit of $460.8 million, and we anticipate continuing to incur net operating losses and negative cash flows from operations for the foreseeable future.
Our headquarters are located in Redwood City, California, where we lease space in two locations totaling approximately 71,600 square feet, of which we have subleased approximately 25,583 square feet to a third party. Our lease expires in 2031. We believe that our headquarters and other offices are adequate for our current needs. Ite m 3. Legal Proceedings.
Our headquarters are located in Redwood City, California, where we lease space in two locations totaling approximately 72,000 square feet, of which we have subleased approximately 26,000 square feet to third parties. Our lease expires in 2031. We believe that our headquarters and other offices are adequate for our current needs. Ite m 3. Legal Proceedings.
Net Operating Loss (NOL) and Research and Development Carryforwards and Other Income Tax Information As of December 31, 2024, we had federal and state net operating loss, or NOL, carryforwards of $234.9 million and $324.0 million, respectively. The federal NOL carryforwards generated prior to 2018 and state NOL carryforwards, if not utilized, will expire beginning in 2035.
Net Operating Loss (NOL) and Research and Development Carryforwards and Other Income Tax Information As of December 31, 2025, we had federal and state net operating loss, or NOL, carryforwards of $294.6 million and $351.1 million, respectively. The federal NOL carryforwards generated prior to 2018 and state NOL carryforwards, if not utilized, will expire beginning in 2035.
Our Principal Accounting Officer is responsible for helping prepare budgets, helping prepare for cybersecurity incidents, and approving certain cybersecurity processes. Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our Principal Accounting Officer.
Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our Principal Accounting Officer.
Our Director of IT Operations and Security is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, reviewing security assessments and other security-related reports, and communicating key priorities to relevant personnel.
Our Associate Director of IT Operations is responsible for helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, reviewing security assessments and other security-related reports, and communicating key priorities to relevant personnel. Our Principal Accounting Officer is responsible for hiring appropriate personnel, helping prepare budgets, helping prepare for cybersecurity incidents, and approving certain cybersecurity processes.
This often means that our product candidates take new and unproven approaches to treating cancer. We believe that taking smart risks is critical to making breakthroughs. We are a clinical-stage biopharmaceutical company developing novel immunotherapies for the treatment of cancer. Our pipeline candidates are built on our deep expertise in myeloid biology and cancer drug development.
This often means that our product candidates take new and unproven approaches to treating cancer. We believe that taking smart risks is critical to making breakthroughs. Our pipeline candidates are built on our deep expertise in myeloid biology and cancer drug development.
Market Information Our common stock began trading on the Nasdaq Global Select Market on February 5, 2021, and trades under the symbol “BOLT”. Effective January 6, 2025, our common stock was transferred to and now trades on the Nasdaq Capital Market under the same symbol. Prior to February 5, 2021, there was no public market for our common stock.
Market Information Effective January 6, 2025, the listing of our common stock was transferred to the Nasdaq Capital Market from the Nasdaq Global Select Market and trades under the symbol "BOLT". Prior to February 5, 2021, there was no public market for our common stock.
The state NOL carryforwards will begin to expire in 2035, unless previously utilized. As of December 31, 2024, we also had federal and state research credit carryforwards of $11.5 million and $6.5 million, respectively.
The state NOL carryforwards will begin to expire in 2035, unless previously utilized. As of December 31, 2025, we also had federal and state research credit carryforwards of $12.3 million and $7.0 million, respectively.
Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. 75 Table of Contents Research and development expenses include: • costs related to manufacturing our product candidates for clinical trials and preclinical studies, including fees paid to third-party CDMOs; • salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in research and development efforts; • external research and development expenses, including lab materials and supplies and payments to CROs, investigative sites, and consultants to conduct our clinical trials and preclinical and non-clinical studies; and • facilities and other allocated expenses which include direct and allocated expenses for rent, insurance and other supplies.
Research and development expenses include: • costs related to manufacturing our product candidates for clinical trials and preclinical studies, including fees paid to third-party CDMOs; • salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in research and development efforts; • external research and development expenses, including lab materials and supplies and payments to CROs, investigative sites, and consultants to conduct our clinical trials and preclinical and non-clinical studies; and • facilities and other allocated expenses which include direct and allocated expenses for rent, insurance and other supplies.
As a result of the risks inherent in budgeting for early-stage drug development, we have concluded that there is substantial doubt about our ability to continue as a going concern. 80 Table of Contents See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on our assessment.
As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the filing of this Annual Report. See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on our assessment.
The restructuring plan reduced our workforce by approximately 50 employees, or approximately 50% of our workforce. We estimate total restructuring charges of $3.6 million, including $2.9 million in one-time termination benefits, such as severance costs and related benefits, and $0.7 million in non-cash stock-based compensation expenses. The severance payments commenced in July 2024 and will extend through July 2025.
We incurred total restructuring charges of $3.6 million, including $2.9 million in one-time termination benefits, such as severance costs and related benefits, and $0.7 million in non-cash stock-based compensation expenses. The severance payments commenced in July 2024 and extended through July 2025.
We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.
We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We will cease to be an emerging growth company as of December 31, 2026.
Having explored more than one thousand distinct linker-payloads and multiple tumor targets, we know the importance of both the linker-payload and the antibody and have developed a library of linker-payloads for use in our own development programs and in our collaborations.
Having explored more than one thousand distinct linker-payloads and multiple tumor targets, we know the importance of both the linker-payload and the antibody and have developed a library of linker-payloads for use in our own development programs and in our collaborations. BDC-4182 is a next-generation Boltbody ISAC that targets the tumor-associated antigen claudin 18.2.
We evaluated our current cash position, historical results, forecasted cash flows and plans with regard to liquidity. Our investment policy prioritizes preservation of principal and availability of cash to meet cash flow requirements, and maximizing total net returns after satisfying the first two conditions. Our policy only allows for investments in fixed-income instruments such as corporate bonds and government securities.
Our 72 Table of Contents investment policy prioritizes preservation of principal and availability of cash to meet cash flow requirements, and maximizing total net returns after satisfying the first two conditions. Our policy only allows for investments in fixed-income instruments such as corporate bonds and government securities.
Summary Cash Flows The following table sets forth a summary of our cash flows for each of the periods indicated: Years Ended December 31, 2024 2023 (In thousands) Net cash (used in) provided by: Operating activities $ (61,289 ) $ (69,525 ) Investing activities 57,576 71,038 Financing activities 108 253 Net (decrease) increase in cash, cash equivalents and restricted cash $ (3,605 ) $ 1,766 Operating Activities Net cash used in operating activities was $61.3 million and $69.5 million for 2024 and 2023, respectively.
Summary Cash Flows The following table sets forth a summary of our cash flows for each of the periods indicated: Years Ended December 31, 2025 2024 (In thousands) Net cash (used in) provided by: Operating activities $ (39,850 ) $ (61,289 ) Investing activities 44,302 57,576 Financing activities 19 108 Net (decrease) increase in cash, cash equivalents and restricted cash $ 4,471 $ (3,605 ) Operating Activities Net cash used in operating activities was $39.9 million and $61.3 million for 2025 and 2024, respectively.
BDC-4182 utilizes our next-generation Boltbody ISAC technology and targets the tumor-associated antigen claudin 18.2. Claudin 18.2 is a clinically validated target in oncology with zolbetuximab, a first-in-class claudin 18.2-targeted monoclonal antibody, approved in Japan, the U.S., and other countries for the treatment of patients with claudin 18.2-positive, unresectable, advanced or recurrent gastric cancer in combination with chemotherapy.
Claudin 18.2 is a clinically validated target in oncology with zolbetuximab, a claudin 18.2-targeted monoclonal antibody, approved in Japan, the U.S., and other countries for the treatment of patients with claudin 18.2-positive, unresectable, advanced or recurrent gastric cancer in combination with chemotherapy.
The net cash provided by investing activities for the same period in 2023 was due to $236.2 million maturities of marketable securities, offset by $165.0 million in purchases of marketable securities and $0.2 million in purchases of property and equipment. Financing Activities Net cash provided by financing activities was $0.1 million and $0.3 million for 2024 and 2023, respectively.
The net cash provided by investing activities for the same period in 2024 was due to $146.3 million maturities of marketable securities, offset by $88.9 million in purchases of marketable securities. Financing Activities Net cash provided by financing activities was $20,000 and $0.1 million for 2025 and 2024, respectively.
Net cash used in operating activities for 2023 was due to our net loss of $69.2 million, adjusted for $9.5 million of non-cash charges and a $9.9 million change in operating assets and liabilities.
Net cash used in operating activities for 2025 was due to our net loss of $33.4 million, adjusted for $5.6 million of non-cash charges and a $12.1 million change in operating assets and liabilities.
For restricted stock awards, the fair value of the award is the estimated fair value of our common stock on the grant date, as determined by our board of directors. 84 Table of Contents The Black-Scholes option pricing model requires the use of subjective assumptions, including the risk-free interest rate, the expected stock price volatility, the expected term of stock options, the expected dividend yield and the fair value of the underlying common stock on the date of grant.
The Black-Scholes option pricing model requires the use of subjective assumptions, including the risk-free interest rate, the expected stock price volatility, the expected term of stock options, the expected dividend yield and the fair value of the underlying common stock on the date of grant.
General and Administrative Expenses General and administrative expenses decreased by $4.0 million from $22.5 million in 2023 to $18.5 million in 2024.
General and Administrative Expenses General and administrative expenses decreased by $4.7 million, from $18.5 million in 2024 to $13.8 million in 2025.
The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We reflect research and development expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended.
The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts.
We perform the following five steps in determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each of these agreements: • identification of the promised goods and services in the contract; • determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; • measurement of the transaction price, including any constraint on variable consideration; • allocation of the transaction price to the performance obligations; and • recognition of revenue when, or as, we satisfy each performance obligation. 83 Table of Contents If an agreement includes a license to our intellectual property and that license is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license.
We perform the following five steps in determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each of these agreements: • identification of the promised goods and services in the contract; • determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; • measurement of the transaction price, including any constraint on variable consideration; • allocation of the transaction price to the performance obligations; and • recognition of revenue when, or as, we satisfy each performance obligation.
Our net losses were $63.1 million and $69.2 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $427.4 million.
We have incurred operating losses since our inception. Our net losses were $33.4 million and $63.1 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $460.8 million.
These costs will likely include expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance premiums and investor relations costs associated with operating as a public company.
These costs will likely include expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance premiums and investor relations costs associated with operating as a public company. 70 Table of Contents Restructuring Charges Restructuring charges consist of one-time termination benefits such as severance costs and related benefits and stock-based compensation charges associated with a reduction-in-force.
In August 2021, we entered into an oncology research and development collaboration with Innovent, or the Original Innovent Agreement, to leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our Boltbody ISAC technology and myeloid biology expertise to create new candidates for cancer treatments.
The collaboration provides for upfront consideration, research funding, potential milestone payments, and tiered royalties. In August 2021, we entered into a License and Collaboration Agreement with Innovent Biologics to leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our Boltbody ISAC technology and myeloid biology expertise.
BDC-3042, our dectin-2 agonist antibody program, is being developed to repolarize critical cells in the tumor microenvironment known as tumor associated macrophages (TAMs). dectin-2 agonism changes these TAMs from tumor-supportive macrophages to tumor-destructive macrophages that elicit durable anti-tumor immune responses in preclinical models. We received the Investigational New Drug Application, or IND, clearance from the FDA in July 2023.
BDC-3042, our first-in-class dectin-2 agonist antibody program, was developed to repolarize critical cells in the tumor microenvironment known as tumor associated macrophages (TAMs). Dectin-2 agonism changes these TAMs from tumor-supportive macrophages to tumor-destructive macrophages that elicit durable anti-tumor immune responses in preclinical models. In October 2023, we dosed the first patient with BDC-3042 in the Phase 1 dose-escalation study.
Investing Activities Net cash provided by investing activities was $57.6 million and $71.0 million in 2024 and 2023, respectively. The net cash provided by investing activities in 2024 was due to $146.3 million in maturities of marketable securities, offset by $88.9 million in purchases of marketable securities.
Investing Activities Net cash provided by investing activities was $44.3 million and $57.6 million in 2025 and 2024, respectively. The net cash provided by investing activities in 2025 was due to $72.4 million in maturities of marketable securities and $1.0 million in proceeds from sales of property and equipment, offset by $29.0 million in purchases of marketable securities.
Data on our claudin 18.2 Boltbody ISAC program was presented at the Society for Immunotherapy of Cancer’s (SITC) Annual Meetings in both November of 2024 and 2023. We expect to initiate our first in human clinical trial in 2025.
Data on our claudin 18.2 Boltbody ISAC program was presented at the Society for Immunotherapy of Cancer’s (SITC) Annual Meetings in November of 2025, 2024 and 2023. The first-in-human Phase 1 dose escalation trial of BDC-4182 is ongoing in subjects with gastric/gastroesophageal junction cancer.
Contractual Obligations and Commitments Collaboration Agreements Joint Development and License Agreement with Toray Industries In March 2019, we entered into a Joint Development and License Agreement, or the Toray Agreement, with Toray Industries, Inc., or Toray, to develop and commercialize a Boltbody ISAC containing a proprietary antibody owned by Toray.
In March 2019, we entered into a Joint Development and License Agreement with Toray Industries to develop and commercialize a Boltbody ISAC incorporating a proprietary Toray antibody targeting Caprin-1.
We expect to continue to incur research and development expenses for the foreseeable future as we continue the development of our product candidates, particularly as product candidates in later stages of development generally have higher development costs.
We deploy our personnel across all of our research and development activities and, as our employees work across multiple programs, we do not currently track our costs by product candidate. 69 Table of Contents We expect to continue to incur research and development expenses for the foreseeable future as we continue the development of our product candidates, particularly as product candidates in later stages of development generally have higher development costs.
In May 2024, we announced a strategic pipeline prioritization and restructuring plan pursuant to which we discontinued development of trastuzumab imbotolimod, formerly known as BDC-1001, in order to focus on our Phase 1 asset, BDC-3042, and our next generation Boltbody ISAC platform including new clinical candidate BDC-4182, targeting claudin 18.2 and reduce overall operating expenses.
In May 2024, we announced a strategic pipeline prioritization and restructuring plan pursuant to which we reduced overall operating expenses and discontinued development of trastuzumab imbotolimod, formerly known as BDC-1001, in order to focus on BDC-3042 and BDC-4182. The restructuring plan reduced our workforce by approximately 50 employees, or approximately 50% of our workforce.
In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with our proprietary Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer.
In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies in combination with our immune-stimulating linker-payloads, with the goal of discovering and developing next-generation ISACs for the treatment of cancer. The research collaboration will evaluate multiple ISAC product candidate concepts with the potential to identify up to three clinical candidates for development.
The increase in revenue in the comparative periods was mainly due to revenue recognized under the Amended Innovent Agreement, as we satisfied our performance obligation to Innovent. The increase was also due to continued progress in our other collaborations as we fulfill our performance obligations to our collaboration partners.
Our revenue in 2025 was due to continued progress in our collaborations as we fulfill our performance obligations to our collaboration partners. Our revenue in 2024 was from revenue our collaboration agreement with Innovent as we satisfied our performance obligations, and continued progress in our other collaborations.
The decrease was due to $4.1 million in lower personnel-related expenses due to a decrease in headcount related to the reduction in workforce, a decrease of $0.9 million in facilities expenses, $0.8 million in lower research and development lab supplies and contract services expense, and a decrease of $0.4 million in consulting expenses, offset by $1.3 million in higher clinical expenses related to the advancement of trastuzumab imbotolimod clinical trial into Phase 2 in both monotherapy and in combination with nivolumab and $1.0 million in higher manufacturing expenses related to more raw materials purchased and the timing of batch production of our product candidates.
The decrease was due to $9.8 million in lower personnel-related expenses due to a decrease in headcount as a result of our restructuring plans, $6.9 million in lower clinical expenses resulting from the discontinuation of trastuzumab imbotolimod clinical development, $4.9 million in lower research and development lab supplies and contract services expense, $4.5 million in lower facilities expenses, $2.6 million in lower manufacturing expenses related to lower raw material purchases and the timing of batch production of our product candidates and $0.5 million in lower office and travel expenses, offset by an increase of $0.4 million in consulting expenses.
Under our current plan, which includes income from collaboration arrangements, we believe our cash and cash equivalents and marketable securities of $70.2 million as of December 31, 2024 may be sufficient to fund our operations through mid-2026.
Under our current plan, we believe our cash and cash equivalents and marketable securities of $31.8 million as of December 31, 2025 may be sufficient to fund our operations into early 2027.
The decrease was due to $3.5 million decrease in salary, bonus and related expenses as a result of the restructuring plan, a decrease of $1.5 million in lower consulting, professional services, marketing expenses, and public relations expenses primarily related to a decrease in legal expenses, offset by $0.9 million in higher facility expenses. 78 Table of Contents Restructuring Charges Restructuring charges were $3.3 million in 2024, consisting of $2.9 million of one-time termination benefits such as severance costs and related benefits and $0.7 million of non-cash stock-based compensation expense as a result of a restructuring plan.
The decrease was due to $4.9 million decrease in salary, bonus and related expenses as a result of our restructuring plans, a decrease of $0.8 million in lower consulting, professional services, marketing expenses, and public relations expenses primarily related to a decrease in legal expenses, and $1.0 million in lower office and travel expenses, offset by $2.3 million in higher facility expenses.
We use internal resources primarily to conduct our research as well as for managing our preclinical development, process development, manufacturing, and clinical development activities. We deploy our personnel across all of our research and development activities and, as our employees work across multiple programs, we do not currently track our costs by product candidate.
We use internal resources primarily to conduct our research as well as for managing our preclinical development, process development, manufacturing, and clinical development activities.
We account for these expenses according to the progress of the preclinical study as measured by the timing of various aspects of the study or related activities. We determine accrual estimates through review of the underlying contracts along with discussions with our third-party services providers and our personnel as to the progress of studies, or other services being conducted.
We determine accrual estimates through review of the underlying contracts along with discussions with our third-party services providers and our personnel as to the progress of studies, or other services being conducted. During the course of a study, we adjust our rate of expense recognition if actual results differ from our estimates.
There were no restructuring charges in 2023. Impairment Charges Impairment charges were $1.5 million in 2024. On August 7, 2020, the Company executed a non-cancellable lease agreement (the “Chesapeake Master Lease”), which consist of an existing lease and additional space, for its corporate office, laboratory and vivarium space in Redwood City, California.
In August 2020, we executed a non-cancellable lease agreement (the “Chesapeake Master Lease”), which consist of an existing lease and additional space, for its corporate office, laboratory and vivarium space in Redwood City, California. In December 2024, we initiated efforts to sublease part of our Chesapeake Master Lease, which represented a change in circumstances and constituted a triggering event.
Based on this evaluation, we determined that an impairment charge was required and recognized an impairment loss. There were no impairment charges in 2023. Other Income, Net Interest Income, Net Interest income was $5.3 million in 2024 and $7.0 million in 2023, respectively. The interest income, net was primarily comprised of interest income from marketable securities.
In response, we performed an impairment evaluation to assess the impact on the carrying value of our long-lived assets. Based on this evaluation, we determined that an impairment charge was required and recognized an impairment loss. Other Income, Net Interest Income, Net Interest income was $2.5 million in 2025 and $5.3 million in 2024, respectively.
Restructuring Charges Restructuring charges consist of one-time termination benefits such as severance costs and related benefits and stock-based compensation charges associated with a reduction-in-force. Impairment Charges Impairment charges consist of one-time impairment loss associated with an impairment evaluation to assess the impact on the carrying value of our long-lived assets.
Impairment Charges Impairment charges consist of one-time impairment loss associated with an impairment evaluation to assess the impact on the carrying value of our long-lived assets. Other Income, Net Interest Income, Net Interest income consists of interest income from our marketable securities investments.
Other Income Other income was $4.7 million in 2024 and zero in 2023. The other income in 2024 was due to the one-time payment received from Innovent under the Amended Innovent Agreement.
The interest income, net was primarily comprised of interest income from marketable securities. Other Income Other income was $0.2 million in 2025 and $4.7 million in 2024. Other income in 2025 consists of income earned from miscellaneous activities not core to our business. Other income in 2024 consists of the one-time payment received from Innovent under our collaboration agreement.
However, due to the significant uncertainty in our plans, including the achievement of our collaboration income, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the issuance of the consolidated financial statements.
As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the filing of this Annual Report. We evaluated our current cash position, historical results, forecasted cash flows and plans with regard to liquidity.
The net cash provided by financing activities for the same period in 2023 was due to the net proceeds from the issuance of common stock from our employee stock purchase plan and exercise of stock options.
The net cash provided by financing activities in 2024 was due to the net proceeds from the issuance of common stock from our employee stock purchase plan and exercise of stock options. 73 Table of Contents Funding Requirements Based upon our current operating plans, we believe that our existing cash, cash equivalents and marketable securities may be sufficient to fund our operations into early 2027.
The Innovent collaboration was amended in March 2024, when we secured exclusive worldwide rights to ISAC programs utilizing specified antibodies against two tumor antigen targets. We expect our collaborations with Toray and Genmab to add additional novel ISACs to our pipeline.
In March 2024, we secured exclusive worldwide rights to BDC-4182 following the restructuring of the Innovent collaboration. Innovent and its affiliates are eligible to receive commercial and sales milestone payments as well as royalties on global net sales. We expect our collaborations with Toray and Genmab to add additional novel ISACs to our pipeline.
Other programs targeting claudin 18.2 are in development for the treatment of gastric/gastroesophageal junction cancer, pancreatic cancer, and other tumor types. We are currently completing final preparations to initiate the first clinical trial evaluating BDC-4182 in patients.
Other programs targeting claudin 18.2 are in development for the treatment of gastric/gastroesophageal junction cancer, pancreatic cancer, and other tumor types. BDC-4182 is supported by in vitro and in vivo experiments demonstrating potent anti-tumor activity in multiple preclinical models, safety and tolerability in toxicology studies, and enhanced anti-tumor activity compared to cytotoxic antibody-drug conjugates, or ADCs, in murine tumor models.
In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with our proprietary Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer.
In May 2021, we entered into a License and Collaboration Agreement with Genmab A/S to evaluate Genmab antibodies in combination with our immune-stimulating linker-payload technology for the discovery and development of next-generation ISACs. Under the collaboration, Genmab funds research and early development activities, and the parties have rights to exclusively develop or co-develop and exclusively commercialize resulting candidates.
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