Schrodinger, Inc 10-Q for FY2026 Q3
Schrodinger, Inc. (SDGR)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Schrodinger, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $64.49M
- up 18.7% from $54.32M a year earlier
- Net loss
- $37.71M
- compared with a net loss of $32.8M a year earlier
- Diluted EPS
- -$0.50
- compared with -$0.45 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-39206
________________________________________
(Exact Name of Registrant as Specified in its Charter)
________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (212 ) 295-5800
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 28, 2026, the registrant had 65,913,601 shares of common stock, $0.01 par value per share, and 9,164,193 shares of limited common stock, $0.01 par value per share, outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these words or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The forward-looking statements in this Quarterly Report include, among other things, statements about:
•the potential advantages of our physics-based computational platform;
•the anticipated full commercial release and capabilities of Bunsen, our agentic artificial intelligence co-scientist;
•our strategic plans to accelerate the growth of our software business and acquire new customers;
•our research and development efforts for our proprietary drug discovery programs and our computational platform, including the initiative to expand our computational platform to predict toxicology risk in early drug discovery;
•our drug discovery collaborations, including the initiation, timing, progress and results of such collaborations;
•our estimates or expectations regarding any milestone or other payments we may receive from drug discovery collaborations, including pursuant to our collaboration agreement with Novartis Pharma AG;
•our proprietary drug discovery programs, including the initiation, timing, progress, and results of our preclinical studies and clinical trials;
•our plans to discover and develop product candidates and to maximize their commercial potential by advancing such product candidates ourselves or in collaboration with others;
•our plans to leverage the synergies between our businesses;
•the timing of, the ability to submit applications for, and the ability to obtain and maintain regulatory approvals for any product candidates we or one of our collaborators may develop;
•the potential advantages of our drug discovery collaborations and our proprietary drug discovery programs;
•the rate and degree of market acceptance of our software solutions;
•the rate and degree of market acceptance and clinical utility of any product we or any of our collaborators may develop;
•our estimates regarding the potential market opportunity for our software solutions and any product candidate we or any of our collaborators may develop;
•our sales and marketing capabilities and strategy;
•our intellectual property position;
•our ability to identify technologies with significant commercial potential that are consistent with our commercial objectives;
•our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents, and marketable securities;
•our expectations related to the use of our cash, cash equivalents, and marketable securities;
•our estimated costs and reduction in operating expenses resulting from the restructuring of our operations;
•our expectations related to the key drivers of our performance;
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•the impact of government laws and regulations;
•our competitive position and expectations regarding developments and projections relating to our competitors and any competing products, technologies, or therapies that are or become available;
•our ability to maintain and establish collaborations or obtain additional funding;
•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel; and
•the potential impact of geopolitical and global economic developments, including tariffs, trade restrictions, regulatory pricing requirements, and public health epidemics or pandemics.
We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report, particularly in “Risk Factor Summary” and Part II, Item 1A. “Risk Factors” below, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Moreover, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, in-licensing arrangements, joint ventures, or investments we may make or enter into.
You should read this Quarterly Report and the documents that we file with the Securities and Exchange Commission with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Quarterly Report are made as of the date of this Quarterly Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Unless the context otherwise requires, we use the terms “company,” “we,” “us,” and “our” in this Quarterly Report to refer to Schrödinger, Inc. and its consolidated subsidiaries.
3
Table of Contents
| Page | ||||||||
RISK FACTOR SUMMARY
Our business is subject to a number of risks of which you should be aware before making an investment decision. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors”, together with the other information in this Quarterly Report.
•We have a history of significant operating losses, and we expect to incur losses over the next several years.
•If we are unable to increase sales of our software, increase revenue from our drug discovery collaborations, or if we and our current and future collaborators are unable to successfully develop and commercialize drug products, our revenues may be insufficient for us to achieve or maintain profitability.
•Our quarterly and annual results may fluctuate significantly, which could adversely impact the value of our common stock.
•If our existing customers do not renew their licenses, do not buy additional solutions from us, or renew at lower prices, our business and operating results will suffer.
•A significant portion of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could adversely affect our software sales.
•The use of artificial intelligence and machine learning technologies in our business operations and product offerings may expose us to risks that could harm our competitive position and have a material adverse effect on our business and results of operations.
•The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely affected.
•We may never realize a return on our investment of resources and cash in our drug discovery collaborations.
•Although we believe that our computational platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery, our efforts in using our platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for us or our collaborators.
•We may not be successful in our efforts to identify, discover or develop product candidates and may fail to capitalize on programs, collaborations, or product candidates that may present a greater commercial opportunity or for which there is a greater likelihood of success.
•As a company, we have very limited experience in clinical development, which may adversely impact the likelihood that we will be successful in advancing our programs.
•We will likely require additional capital to fund our operations. If we are unable to raise additional capital on terms acceptable to us or at all or generate cash flows necessary to maintain or expand our operations, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
•Conducting successful clinical trials requires the enrollment of a sufficient number of patients, and suitable patients may be difficult to identify and recruit.
•We rely on, and plan to continue to rely on, third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, which may prevent or delay our ability to seek or obtain marketing approval for or commercialize our product candidates or otherwise harm our business.
•The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and the results of our clinical trials may not satisfy the requirements of the U.S. Food and Drug Administration or other comparable foreign regulatory authorities.
•If we fail to comply with our obligations under our existing license agreements with Columbia University, under any of our other intellectual property licenses, or under any future intellectual property licenses, or otherwise experience disruptions to our business relationships with our current or any future licensors, we could lose intellectual property rights that are important to our business.
2
•If we are unable to obtain, maintain, enforce, and protect patent protection for our technology and product candidates or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully develop and commercialize our technology and product candidates may be adversely affected.
•Our internal information technology systems, or those of our third-party vendors, contractors, or consultants, may fail or suffer security breaches, loss or leakage of data, and other disruptions, which could result in a material disruption of our services, compromise sensitive information related to our business, or prevent us from accessing critical information, potentially exposing us to liability or otherwise adversely affecting our business.
•Our future success depends on our ability to retain key executives and to attract, retain, and motivate qualified personnel.
•We are pursuing multiple business strategies and may expand our development and regulatory capabilities, and as a result, we may encounter difficulties in managing our multiple business units and our growth, which could disrupt our operations.
•Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to influence all matters submitted to stockholders for approval.
•Our actual operating results may differ significantly from our guidance.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
SCHRÖDINGER, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except for share and per share amounts)
| Assets | September 30, 2026 | December 31, 2025 | |||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash (includes related party amounts of $ | |||||||||||
| Marketable securities | |||||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
Unbilled and other receivables, net of allowance for unbilled receivables of $ | |||||||||||
| Prepaid expenses | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Equity investments | |||||||||||
| Goodwill | |||||||||||
| Right of use assets - operating leases | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity: | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll, taxes, and benefits | |||||||||||
Deferred revenue (includes related party amounts of $ | |||||||||||
| Lease liabilities - operating leases | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
Deferred revenue, long-term (includes related party amounts of $ | |||||||||||
| Lease liabilities - operating leases, long-term | |||||||||||
| Other liabilities, long-term | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 5) | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Limited common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive (loss) income | ( | ||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
SCHRÖDINGER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except for share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Software products and services (includes related party revenue of $ | $ | $ | $ | $ | |||||||||||||||||||
Drug discovery (includes related party revenue of $ | |||||||||||||||||||||||
Contribution (includes related party revenue of $ | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Software products and services | |||||||||||||||||||||||
| Drug discovery | |||||||||||||||||||||||
| Contribution | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
General and administrative (includes related party expense of $ | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Change in fair value of equity investments | ( | ||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total other (expense) income | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share of common and limited common stockholders, basic and diluted: | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares used to compute net loss per share of common and limited common stockholders, basic and diluted: | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
SCHRÖDINGER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Changes in market value of investments, net of tax: | |||||||||||||||||||||||
| Unrealized (loss) gain on marketable securities | ( | ( | ( | ||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
6
SCHRÖDINGER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except for share amounts)
| Common stock | Limited common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Total stockholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on marketable securities | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock upon stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs and PRSUs | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on marketable securities | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock upon stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs and PRSUs | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on marketable securities | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock upon stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs and PRSUs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on marketable securities | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock upon stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs and PRSUs | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on marketable securities | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock upon stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs and PRSUs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on marketable securities | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock upon stock option exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs and PRSUs | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
SCHRÖDINGER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
Noncash revenue from drug discovery services | ( | ||||||||||
| Change in fair value of equity investments | ( | ( | |||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Noncash investment accretion | ( | ( | |||||||||
| (Gain) loss on disposal of property and equipment | ( | ||||||||||
| Decrease (increase) in assets: | |||||||||||
Accounts receivable, net (includes related party amounts of $ | |||||||||||
Unbilled and other receivables (includes related party amounts of $( | ( | ( | |||||||||
| Reduction in the carrying amount of right of use assets - operating leases | |||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| (Decrease) increase in liabilities: | |||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued payroll, taxes, and benefits | ( | ( | |||||||||
Deferred revenue (includes related party amounts of $ | ( | ( | |||||||||
| Lease liabilities - operating leases | ( | ( | |||||||||
| Other accrued liabilities | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from disposition and sale of equity investments, net | |||||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Proceeds from maturity of marketable securities | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuances of common stock upon stock option exercises | |||||||||||
| Principal payments on finance leases | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow and noncash information | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Supplemental disclosure of non-cash investing and financing activities | |||||||||||
| Purchases of property and equipment in accounts payable | |||||||||||
| Purchases of property and equipment in accrued liabilities | |||||||||||
| Acquisition of right of use assets in exchange for lease liabilities - operating leases | |||||||||||
Acquisition of equity investment in exchange for non-cash consideration | |||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
SCHRÖDINGER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(in thousands, except for share and per share amounts and note 3(d))
(1) Description of Business
Schrödinger, Inc. (the "Company") has developed a differentiated, physics-based computational platform that enables discovery of high-quality, novel molecules for drug development and materials applications more rapidly and at a lower cost, compared to traditional methods. The Company's software platform is licensed by biopharmaceutical and industrial companies, academic institutions, and government laboratories around the world. The Company is also applying its computational platform to advance a broad pipeline of drug discovery programs in collaboration with leading biopharmaceutical companies. In addition, the Company uses its computational platform to discover novel molecules for its pipeline of proprietary drug discovery programs, which the Company is advancing through preclinical and clinical development.
Liquidity, Capital Resources and Funding Requirements
The Company has funded its operations to date from the sale of equity securities, from sales of software solutions and from upfront payments, research funding and milestone payments from drug discovery collaborations, and from distributions on account of, or proceeds from the sale of, the Company's equity stakes in its collaborators. The Company's operating cash flows are impacted by the magnitude and timing of its software sales and by the magnitude and timing of its drug discovery milestone achievements and research funding fees.
On February 28, 2024, the Company filed a universal shelf registration statement on Form S-3 which allows for the offering and selling of an indeterminate number of shares of common stock, preferred stock, depositary shares or warrants, or an indeterminate principal amount of debt securities, from time to time pursuant to one or more offerings at prices and terms to be determined at the time of the sale.
As of September 30, 2026, the Company had cash, cash equivalents, restricted cash, and marketable securities of $373,378 .
(2) Significant Accounting Policies
(a)Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement — Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) — Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. This standard is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, on a prospective basis, with early adoption and retrospective application permitted. The Company has not yet adopted ASU 2024-03 and is still evaluating the impact of the adoption on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods, on a prospective basis, with early adoption permitted. The Company adopted this new standard effective January 1, 2026, with no material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) — Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which refines the scope of the guidance on derivatives by adding a new scope exception for certain non-exchange-traded contracts that have an underlying based on operations or activities specific to one of the parties to the contract, and clarifies the interaction between the guidance on revenue from contracts with customers and the guidance on derivatives and equity investments for share-based noncash consideration
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from a customer for the transfer of goods or services. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company adopted this new standard effective January 1, 2026, with no material impact on its consolidated financial statements.
(b)Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements and the related interim disclosures have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for the interim financial information. These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the SEC’s rules and regulations for interim reporting. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 25, 2026.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the assumptions used in the allocation of revenue and estimates regarding the progress of completing performance obligations under collaboration agreements. Actual results could differ from those estimates, and such differences may be material to the unaudited condensed consolidated financial statements.
(c)Reclassifications of Prior Year Presentation
Certain prior period amounts have been reclassified to conform to the current period presentation. In connection with the preparation of the Company's unaudited condensed consolidated financial statements, the Company combined software contribution revenue with drug discovery contribution revenue and now presents these revenues collectively as contribution revenue. In addition, the Company combined software contribution cost of revenues with drug discovery contribution cost of revenues and now presents contribution cost of revenues separately from software cost of revenues and drug discovery cost of revenues.
These changes were made to better reflect the varying nature of revenue recognition. The reclassifications had no impact on total revenue, gross profit, operating loss, net loss, or cash flows for any period presented in this Quarterly Report.
(d)Principles of Consolidation
The Company’s unaudited condensed consolidated financial statements include the accounts of Schrödinger, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional currency for foreign entities is the U.S. dollar. The Company accounts for investments over which it has significant influence, but not a controlling financial interest, using the equity method.
(e)Restricted Cash
Restricted cash consists of letters of credit held with the Company’s financial institution related to facility leases, certificates of deposit held as collateral for its credit card facility, and funds received from certain grants which are restricted to their use. These items are classified as current in the Company’s balance sheets based on their maturity or the term of the grant.
(f)Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables and contract assets, which represent contracted unbilled receivables.
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The Company does not require customers to provide collateral to support accounts receivable. If deemed necessary, credit reviews of significant new customers may be performed prior to extending credit. The determination of a customer’s ability to pay requires judgment, and failure to collect from a customer can adversely affect revenue, cash flows, and results of operations.
As of September 30, 2026, two customers accounted for 31 % and 24 % of total accounts receivable, respectively. As of December 31, 2025, one customer accounted for 10 % of total accounts receivable. As of September 30, 2026, three customers accounted for 24 %, 16 %, and 11 % of total contract assets, respectively. As of December 31, 2025, three customers accounted for 21 %, 12 %, and 10 % of total contract assets, respectively.
For the three months ended September 30, 2026, two customers accounted for 20 % and 15 % of total revenue, respectively. For the nine months ended September 30, 2026, two customers accounted for 18 % and 16 % of total revenue, respectively. For both the three and nine months ended September 30, 2025, one customer accounted for 19
(g)Income Taxes
The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is estimated to become more likely than not that a portion of the deferred tax assets will not be realized. Accordingly, the Company currently maintains a full valuation allowance against U.S. federal and state net deferred tax assets.
The Company recognizes the benefit of a tax position in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Interest and penalties accrued on unrecognized tax benefits are included within income tax expense in the consolidated financial statements.
(h)Equity Investments
In the normal course of business, the Company has entered, and may continue to enter, into collaboration agreements with companies to perform drug and materials design services for such companies in exchange for equity ownership stakes in such companies. If it is determined that the Company has control over the investee, the investee is consolidated in the financial statements. If the investee is consolidated with the Company and less than 100% of the equity is owned by the Company, the Company will present non-controlling interest to represent the portion of the investee owned by other investors. If it is determined that the Company does not have control over the investee, the Company evaluates the investment for the ability to exercise significant influence.
Equity investments over which the Company has significant influence may be accounted for under equity method accounting in accordance with Accounting Standards Codification ("ASC") Topic 323, Equity Method and Joint Ventures. If it is determined that the Company does not have significant influence over the investee, and there is no readily determinable fair value for the investment, the equity investment may be accounted for at cost less impairment, in accordance with ASC Topic 321, Investments - Equity Securities.
For certain equity method investments in which the investee has a complex capital structure or investors’ economic rights differ from their pro rata ownership interests, the Company applies the Hypothetical Liquidation at Book Value (“HLBV”) method to allocate earnings and losses. Under this method, the Company’s share of earnings or losses is based on the change in its claim on the investee’s book value during the reporting period. This claim represents the amount the Company would receive, or be obligated to pay, in a hypothetical liquidation of the investee at recorded amounts as of the balance sheet date, in accordance with U.S. GAAP, after distributions to creditors and investors based on their respective priorities.
For further information regarding the Company’s equity investments, see Note 4, Fair Value Measurements and Note 10, Equity Investments.
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(i)Net Loss per Share Attributable to Common and Limited Common Stockholders
The outstanding equity of the Company consists of common stock and limited common stock. The Company considers all limited common stock to be participating securities as the holders are entitled to the same dividend rights as holders of common stock and therefore net income (loss) attributable to common and limited common stockholders is identical for both classes.
Undistributed earnings allocated to the participating securities are subtracted from net income in determining net income (loss) attributable to common and limited common stockholders. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common and limited common stockholders by the weighted-average number of shares of common and limited common stock outstanding during the period.
For the calculation of diluted net income, net income attributable to common and limited common stockholders for basic net income is adjusted by the effect of dilutive securities, including awards under the Company’s equity compensation plans. Diluted net income per share attributable to common and limited common stockholders is computed by dividing the resulting net income attributable to common and limited common stockholders by the weighted-average number of fully diluted shares of common and limited common stock outstanding.
(3) Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time, which can result in different revenue recognition patterns.
The following table illustrates the timing of the Company’s revenue recognition patterns:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Software products and services – point in time | % | % | % | % | |||||||||||||||||||
| Software products and services – over time | |||||||||||||||||||||||
| Drug Discovery – point in time | |||||||||||||||||||||||
| Drug Discovery – over time | |||||||||||||||||||||||
| Contribution – point in time | |||||||||||||||||||||||
| Contribution – over time | |||||||||||||||||||||||
(a)Software Products and Services
The Company enters into contracts that can include various combinations of licenses, products and services, most of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative standalone selling price ("SSP") basis. Revenue is recognized net of any sales and value-added taxes collected from customers and subsequently remitted to governmental authorities.
The Company's software business derives revenue from four sources: (i) on-premise software license fees, (ii) hosted software subscription fees, (iii) software maintenance fees, and (iv) professional services fees.
On-premise software. The Company's on-premise software license arrangements grant customers the right to use its software on their own in-house servers or their own cloud instances for a specified term, typically for one year , though in recent years, the Company has entered into a small number of large multi-year on-premise software license agreements. The Company recognizes revenue for on-premise software license fees upfront, either upon transfer of control of the license or the effective date of the agreement, whichever is later. In instances where the timing of the transfer of control differs from the timing of invoicing, the Company considers whether a significant financing component exists. The Company has elected the practical expedient to not assess for significant financing where the term is less than one year. The Company's updates and upgrades are not integral to maintaining the utility of the software licenses. Payments typically are received upfront or annually.
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Hosted software. Hosted software revenue consists primarily of fees to provide the Company's customers with hosted licenses, which allows these customers to access the Company's cloud-based software solution on their own hardware without taking control of the licenses, and is recognized ratably over the term of the arrangement, which is typically one year , though in recent years, the Company has entered into a small number of large multi-year hosted software license agreements. When a customer enters into a hosted arrangement for which revenue is recognized over time, the amount paid upfront that is not recognized in the current period is included in deferred revenue in the Company's statement of financial position until the period in which it is recognized.
Software maintenance. Software maintenance includes technical support, updates, and upgrades related to the Company's on-premise software licenses. Software maintenance revenue is recognized ratably over the term of the arrangement. Software maintenance activities are performed in connection with the use of the Company's on-premise software.
Professional services. Professional services include training, technical setup, installation or assisting customers with modeling services, where the Company uses its software to perform tasks such as virtual screening on behalf of the Company’s customers. These services are generally not related to the core functionality of the Company's software and are recognized as revenue when resources are consumed.
The following table presents the revenue recognized from the sources of software products and services revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| On-premise software | $ | $ | $ | $ | |||||||||||||||||||
| Hosted software | |||||||||||||||||||||||
| Software maintenance | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| Total software revenue | $ | $ | $ | $ | |||||||||||||||||||
(b)Drug Discovery
Revenue from drug discovery and collaboration services contracts includes revenue from research services and the achievement of milestones. The Company also recognizes revenue from non-cash consideration related to drug discovery services provided in exchange for equity securities.
Research services revenue is generally recognized over time, typically by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input method based on the services promised to the customer, such as costs incurred and hours expended. This method of recognizing revenue requires the Company to make estimates of the work required to complete the performance obligation in order to determine the progress towards completion. Payments for research services are generally due upfront at the start of a contract or periodically through the contract term. For arrangements in which services are provided evenly throughout a contractual term, revenue is recognized ratably over the period of performance.
In addition, the Company is generally entitled to receive variable consideration as certain milestones are achieved. The Company estimates the amount of variable consideration using the most likely amount method at contract inception and at the end of each reporting period. The Company evaluates milestones on a case-by-case basis, including whether there are factors outside the Company’s control that could result in a significant reversal of revenue, and the likelihood and magnitude of a potential reversal. If achievement of a milestone is not considered probable or the event is outside of the Company's control, the Company constrains variable consideration to exclude the milestone payment until it is deemed probable of achievement and that a significant reversal in revenue would not occur. Upon removal of the constraint on variable consideration, revenue may be recognized at a point in time or over time by applying the allocation guidance of ASC Topic 606, Revenue from Contracts with Customers ("Topic 606").
As of September 30, 2026 and September 30, 2025, there were no no
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(c)Contribution
Software contribution revenue. Software contribution revenue consists of funds received under non-reciprocal agreements, as amended, with Gates Ventures, LLC and the Gates Foundation. The agreement, as amended, with Gates Ventures, LLC is an unconditional non-exchange contribution without restrictions and revenue is recognized annually, when invoiced, in accordance with ASC Topic 958, Not-for-Profit Entities ("Topic 958"). Revenue related to the agreement with the Gates Foundation is recognized as costs are incurred and conditions are met, in accordance with Topic 958.
The agreement, as amended, with Gates Ventures, LLC was originally entered into in June 2020, and further extended through August 13, 2027, and provides for total consideration of up to $11,000 . Revenue is recognized annually, when invoiced, in accordance with Topic 958. The Company recognized revenue of zero , $2,000 , $2,200 , and $2,200 on this agreement during the three and nine months ended September 30, 2026 and 2025. respectively. As of both September 30, 2026 and December 31, 2025, the Company had no no
The agreement, as amended, with the Gates Foundation was originally entered into in July 2024, and subsequently extended through April 2027, to fund the initiative to accelerate the expansion of the Company's computational platform to predict toxicity associated with binding to off-target proteins. Revenue is recognized as costs are incurred and conditions are met in accordance with Topic 958. The Company recognized revenue of $2,088 , $3,009 , $2,731 , and $11,088 related to these agreements during the three and nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the Company had deferred revenue balances related to these agreements of $2,020 and zero , respectively. As of September 30, 2026 and December 31, 2025, the Company had no
Drug discovery contribution revenue. Drug discovery contribution revenue primarily consists of funds received under agreements with the Gates Foundation on a cost reimbursement basis to perform services aimed at accelerating drug discovery in women's health. The agreement began in November 2021 and the Company performed services aimed at accelerating drug discovery in women's health under an agreement with the Gates Foundation that extended through July 2026. Revenue is recognized as costs are incurred and conditions are met in accordance with Topic 958. The Company recognized revenue of $63 , $572 , $292 , and $1,003 related to these agreements during the three and nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the Company had deferred revenue balances related to these agreements of zero and $72 , respectively.
The following table presents the revenue recognized from the sources of contribution revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Software contribution | $ | $ | $ | $ | |||||||||||||||||||
| Drug discovery contribution | |||||||||||||||||||||||
| Total contribution revenue | $ | $ | $ | $ | |||||||||||||||||||
(d)Collaboration and License Agreements
Bristol Myers Squibb. On November 22, 2020, the Company entered into an exclusive, worldwide collaboration and license agreement with Bristol Myers Squibb Company ("BMS"), pursuant to which the Company and BMS agreed to collaborate in the discovery, research and preclinical development of new small molecule compounds for disease indications in oncology, neurology, and immunology therapeutics areas. Under the agreement, the Company was initially responsible, at its own cost and expense, for the discovery of small molecule compounds directed to five specified biological targets pursuant to a mutually agreed research plan for each such target. In December 2022, the Company and BMS entered into an amendment to the agreement to include an additional target in neurology on terms similar to the original agreement. As a result of BMS electing not to proceed with further development of certain targets, there is one remaining neurology target under the agreement, as amended, as of September 30, 2026.
Once a development candidate meeting specified criteria for a target under the agreement has been identified by the Company, BMS will be solely responsible for the further development, manufacturing and commercialization of such
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development candidate at its own cost and expense. The Company, at its discretion, can further advance the development of any programs that have been returned by BMS.
Under the terms of the agreement, as amended, BMS paid the Company an initial upfront payment of $55.0 million in November 2020, an additional upfront payment in December 2022, and a program fee in December 2024. As of September 30, 2026, the Company is eligible to receive up to $482.0 million in total milestone payments related to the one remaining neurology target currently subject to the collaboration, consisting of up to $257.0 million in the aggregate for the achievement of certain specified research, development, and regulatory milestones and $225.0 million in the aggregate for the achievement of certain specified commercial milestones. As of September 30, 2026, the Company has recognized $32.0 million in revenue related to milestones under this agreement.
The Company is also entitled to a tiered percentage royalty on annual net sales ranging from mid-single digits to low-double digits, subject to certain specified reductions. Royalties are payable by BMS on a licensed product-by-licensed product and country-by-country basis until the later of the expiration of the last valid claim covering the licensed product in such country, expiration of all applicable regulatory exclusivities in such country for such licensed product and the tenth anniversary of the first commercial sale of such licensed product in such country.
The Company assessed the collaboration and license agreement in accordance with Topic 606 and concluded that BMS is a customer based on the agreement structure. At inception, the Company identified one performance obligation for each of the five programs initially covered under the agreement, which includes research activities for each program and a license grant for the underlying intellectual property. The Company determined that the license grant for intellectual property is not separable from the research activities, as the research activities are expected to significantly modify or enhance the license grant over the period of service, and therefore are not distinct in the context of the contract.
The Company determined that the transaction price at the onset of the agreement was $55.0 million. Additional consideration to be paid to the Company upon the achievement of future milestone payments was excluded from the transaction price as it represents milestone payments that were not considered probable as of the inception date such that there is not a significant risk of revenue reversal.
The Company has allocated the transaction price of $55.0 million to each performance obligation based on the relative SSP of each performance obligation at inception. The Company determined the estimated SSP at contract inception of the research activities based on internal estimates of the costs to perform the services, inclusive of a reasonable profit margin. Significant inputs used to determine the total costs to perform the research activities included the length of time required, the internal hours expected to be incurred on the services and the number and costs of various studies that will be performed to complete the research plan.
During the three and nine months ended September 30, 2026 and 2025, the Company recognized $0.8 million, $1.9 million, $0.7 million, and $2.0 million, respectively, of revenue associated with the agreement based on the research activities performed and milestones achieved. As of September 30, 2026 and December 31, 2025, there was $1.3 million and $3.2 million, respectively, of deferred revenue related to the agreement, which was classified as either current or non-current in the condensed consolidated balance sheet based on the period the services are expected to be performed. As of both September 30, 2026 and December 31, 2025, the Company had no
Novartis. On November 11, 2024, the Company entered into a research collaboration and license agreement with Novartis Pharma AG ("Novartis"), pursuant to which the Company and Novartis agreed to collaborate on the discovery, research and preclinical development of small molecule compounds for targets in certain specified therapeutic areas. The agreement, as amended, is intended to advance multiple development candidates for development and commercialization by Novartis. The Company also entered into an expanded three-year software agreement with Novartis that substantially increases Novartis' access to the Company’s computational predictive modeling technology and enterprise informatics platform. In September 2026, the Company and Novartis entered into an amendment to the research collaboration and license agreement to replace certain collaboration programs with two new collaboration programs. Under Topic 606, the research collaboration and license agreement, as amended, as well as the three-year software agreement ("the agreements") are collectively accounted for as a single contract.
Under the terms of the research collaboration and license agreement, once a development candidate has been identified, Novartis will be solely responsible for the further development, manufacturing and commercialization of such development candidate.
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Novartis agreed to pay the Company an initial upfront payment of $150.0 million under the terms of the research collaboration and license agreement, and the Company is eligible to receive up to $1.424 billion in total milestone payments under the terms of the research collaboration and license agreement as amended. Such milestones consist of up to $704.0 million in discovery and development milestones and up to $720.0 million in commercial milestones. The Company is also entitled to a tiered percentage royalty ranging from mid-single-digits to low double-digits on products commercialized by Novartis under the agreement, subject to certain specified reductions. For the three and nine months ended September 30, 2026 and 2025, no
The Company assessed the research collaboration and license agreement in accordance with Topic 606 and concluded that Novartis is a customer based on the agreement structure. The promises identified by the Company include research activities for each program under the agreement, a license grant for the underlying intellectual property, and software licenses and services. The Company determined that the license grant for intellectual property is not separable from the research activities, as the research activities are expected to significantly modify or enhance the license grant over the period of service, and therefore are not distinct in the context of the contract. Software licenses and services provided under the agreement are considered distinct and are accounted for as separate performance obligations in accordance with Topic 606.
The Company has allocated the transaction price for the agreements to each performance obligation based on the relative SSP of each performance obligation at inception. The Company determined the estimated SSP of the research activities at contract inception based on internal estimates of the costs to perform the services, inclusive of a reasonable profit margin. Significant inputs used to determine the total costs to perform the research activities included the length of time required, the internal hours expected to be incurred on the services and the number and costs of various studies that will be performed to complete the research plan.
During the three and nine months ended September 30, 2026 and 2025, the Company recognized $8.1 million, $28.6 million, $8.8 million, and $22.2 million of revenue, respectively, associated with the research collaboration and license agreement. As of September 30, 2026 and December 31, 2025, there was $88.0 million and $100.5 million of deferred revenue, net of contract assets, respectively, related to the agreements, which was classified as either current or non-current in the condensed consolidated balance sheets based on the period the services are expected to be performed. As of September 30, 2026 and December 31, 2025, the Company had $16.1 million and zero , respectively, of outstanding receivables for this collaboration.
(e)Significant Judgments
Significant judgments and estimates are required under Topic 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.
The Company's contracts with customers often include but are not limited to promises to transfer multiple software products and services, including training, professional services, technical support services, and rights to unspecified updates, as well as collaborative research services, licenses to intellectual properties, and customer options. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or are not distinct and therefore should be accounted for together, requires significant judgment. Some arrangements, such as most of the Company's term-based software license arrangements, may include multiple software licenses, a right to updates or upgrades to the licensed software products, and technical support. The Company has concluded that such promised licenses and services are separate distinct performance obligations. In other arrangements, including collaboration services arrangements, the licenses and certain services may not be distinct from each other.
The Company is required to estimate the total consideration expected to be received from contracts with customers, including any variable consideration and the fair value of non-cash consideration. For collaborative arrangements, under which the Company is eligible to receive variable consideration in the form of milestone payments, judgment is required to evaluate whether the milestones are considered probable of being achieved. If it is probable that a significant revenue reversal would not occur, the constraint is removed and value of the associated milestone is included in the estimated transaction price using the most likely amount method based on contractual requirements and historical experience. For revenue arrangements where the Company receives non-cash consideration in the form of equity securities, equity securities are measured at their estimated fair value at contract inception. Estimating the fair value of these equity securities requires significant management judgment and the application of complex valuation models. These valuations rely heavily on unobservable inputs, and due to the inherent uncertainty of these subjective assumptions, changes in the
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inputs can impact the estimated fair value of the transaction price and the resulting revenue recognized. Once the estimated transaction price is established, amounts are allocated to the performance obligations that have been identified. The transaction price is allocated to each separate performance obligation on a relative SSP basis consistent with the allocation objectives of Topic 606.
Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely licenses or sells products on a standalone basis, so the Company is required to estimate the SSP for each performance obligation. In instances where the SSP is not directly observable because the Company does not sell the license, product, or service separately, the Company determines the SSP using information that includes historical discounting practices, market conditions, cost-plus analysis, and other observable inputs. The Company typically has more than one SSP for individual software license performance obligations due to the stratification of those items by volume of sales, classes of customers and other relevant circumstances. In these instances, the Company may use information such as the size and geographic region of the customer in determining the SSP. Professional service revenue is recognized as costs and hours are incurred, and judgment is required in estimating both the project status and the costs incurred or hours expended.
If a group of agreements are so closely related to each other that they are, in effect, part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. The Company's judgments about whether a group of contracts comprises a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.
Judgment is required to determine the total costs to perform research activities, which include the length of time required, the internal hours expected to be incurred on the services, and the number and costs of various studies that may be performed by third parties to complete the research plan.
Generally, the Company has not experienced significant returns or refunds to customers.
The Company's estimates related to revenue recognition may require significant judgment and a change in these estimates could have an effect on the Company's results of operations during the periods involved.
(f)Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on the condensed consolidated balance sheets. The Company records a contract asset when revenue is recognized prior to invoicing. A deferred revenue liability is recorded when revenue is expected to be recognized subsequent to invoicing. For the Company's time-based software agreements, customers are generally invoiced at the beginning of the arrangement for the entire term, though when the term spans multiple years the customers may be invoiced on an annual basis. For certain drug discovery agreements where the milestones are deemed probable in a period prior to when the milestone is achieved, the Company records a contract asset for the full value of the milestone.
For the three and nine months ended September 30, 2026 and 2025, the Company recognized $23,161 , $54,506 , $21,119 , and $45,914 of revenue, respectively, that was included in software deferred revenue at the end of the respective preceding periods. For the three and nine months ended September 30, 2026 and 2025, the Company recognized $10,512 , $43,380 , $12,478 , and $27,331 of revenue, respectively, that was included in drug discovery deferred revenue at the end of the respective preceding periods. For the three and nine months ended September 30, 2026 and 2025, the Company recognized $2,151 , $131 , $585 , and $18,515 of revenue, respectively, that was included in contribution deferred revenue at the end of the respective preceding periods. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above.
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Contract assets are included in unbilled and other receivables within the condensed consolidated balance sheets and are transferred to receivables when the Company invoices the customer.
Contract balances were as follows:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| Contract assets | $ | $ | |||||||||
| Deferred revenue, short-term: | |||||||||||
| Software products and services | |||||||||||
| Drug discovery | |||||||||||
| Contribution | |||||||||||
| Deferred revenue, long-term: | |||||||||||
| Software products and services | |||||||||||
| Drug discovery | |||||||||||
| Contribution | |||||||||||
Backlog represents contracted but unsatisfied performance obligations that had not yet been billed to the customer or included in deferred revenue. Remaining performance obligations represent total backlog and deferred revenue.
Remaining performance obligations were as follows:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Deferred revenue | Total | Total | |||||||||||||||||||||||||||||||||
| Software products and services | $ | $ | |||||||||||||||||||||||||||||||||
| Drug discovery | |||||||||||||||||||||||||||||||||||
| Contribution | |||||||||||||||||||||||||||||||||||
| Total deferred revenue | |||||||||||||||||||||||||||||||||||
| Backlog | |||||||||||||||||||||||||||||||||||
| Software products and services | |||||||||||||||||||||||||||||||||||
| Drug discovery | |||||||||||||||||||||||||||||||||||
| Contribution | |||||||||||||||||||||||||||||||||||
| Total backlog | |||||||||||||||||||||||||||||||||||
| Remaining performance obligations | |||||||||||||||||||||||||||||||||||
| Software products and services | |||||||||||||||||||||||||||||||||||
| Drug discovery | |||||||||||||||||||||||||||||||||||
| Contribution | |||||||||||||||||||||||||||||||||||
| Total remaining performance obligations | $ | $ | |||||||||||||||||||||||||||||||||
The Company expects to recognize as revenue approximately 62 % of its September 30, 2026 remaining performance obligations in the next 12 months and the remainder thereafter. The Company expects to recognize as revenue approximately 76 % of its September 30, 2026 remaining software performance obligation in the next 12 months and the remainder thereafter. The Company expects to recognize as revenue approximately 50 % of its September 30, 2026 remaining drug discovery performance obligation in the next 12 months and the remainder thereafter. The Company expects to recognize as revenue approximately 100 % of its September 30, 2026 remaining contribution performance obligation in the next 12 months.
Payment terms and conditions vary by contract type, although terms typically require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from that of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company's products and services, not to facilitate financing arrangements.
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(g)Deferred Sales Commissions
The Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects the benefit of these costs to be longer than one year. The Company has determined that the sales commissions earned by its internal employees and external partners meet the requirements to be capitalized. The costs capitalized for internal sales employees includes portions of fringe benefits and payroll taxes associated with their compensation. The capitalized costs are generally amortized over the expected period of benefit, between and five years .
The Company amortized $238 and $289 , respectively, during the three and nine months ended September 30, 2026. The deferred sales commission asset was $1,990 as of September 30, 2026, of which $680 was long-term. Total capitalized costs to obtain a contract were immaterial as of December 31, 2025.
The Company periodically reviews these contract assets to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these assets. There were no impairment losses recorded for the periods presented.
(4) Fair Value Measurements
Various inputs are used in determining the fair value of the Company’s financial assets and liabilities. These inputs are summarized into the following three broad categories:
Level 1 – quoted prices in active markets for identical securities
Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, credit risk, etc.
Level 3 – significant unobservable inputs, including the Company’s own assumptions in determining fair value
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Marketable securities, which consist primarily of corporate and U.S. government agency bonds, are classified as available for sale and fair value did not differ significantly from carrying value as of September 30, 2026 and December 31, 2025.
The following table presents information about the Company’s assets measured at fair value as of September 30, 2026:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents and restricted cash | $ | $ | $ | $ | |||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| Equity investments | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table presents information about the Company’s assets measured at fair value as of December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents and restricted cash | $ | $ | $ | $ | |||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| Equity investments | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Unrealized gains and losses arising from changes in fair value of the Company’s equity investments are classified within change in fair value of equity investments in the condensed consolidated statements of operations.
For further information regarding the Company’s equity investments, see Note 10, Equity Investments.
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(5) Commitments and Contingencies
(a) Leases
The Company has multiple operating leases for office space that expire at various dates through 2037. The Company has elected the package of practical expedients under the transition guidance of ASC Topic 842, Leases, to exclude short-term leases from the balance sheet and to combine lease and non-lease components. The Company classifies finance lease right of use assets under property and equipment, net and finance short-term and long-term lease liabilities under other accrued liabilities and other liabilities, long-term, respectively.
Upon inception of a lease, the Company determines if an arrangement is a lease, if it is classified as an operating or finance lease, if it includes options to extend or terminate the lease, and if it is reasonably certain that the Company will exercise the options. Lease cost, representing lease payments over the term of the lease and any capitalizable direct costs less any incentives received, is recognized on a straight-line basis over the lease term as lease expense.
In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. Upon execution of a new lease, the Company performs an analysis to determine its incremental borrowing rate using its current borrowing rate, adjusted for various factors including level of collateralization and lease term. As of September 30, 2026, the remaining weighted average lease term for operating leases was 10 years.
During the three months ended September 30, 2026, the Company terminated an operating lease and derecognized the related right-of-use (“ROU”) asset of $2,954 and lease liability of $1,521 , resulting in a net loss on lease termination of $560 .
Variable and short-term lease costs for the Company's operating and finance leases were immaterial for the nine months ended September 30, 2026 and 2025. Additional details of the Company's operating and finance leases are presented in the following table:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Lease costs | $ | $ | $ | $ | |||||||||||||||||||
| Cash paid for leases | |||||||||||||||||||||||
Maturities of operating lease liabilities as of September 30, 2026 under noncancelable leases were as follows:
| Year ending December 31: | ||||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future minimum lease payments | ||||||||
| Less: imputed interest | ( | |||||||
| Present value of future minimum lease payments | ||||||||
| Less: current portion of lease payments | ( | |||||||
| Lease liabilities, long-term | $ | |||||||
(b) Legal Matters
From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. While the results of such litigation cannot be predicted with certainty, management believes that the final outcome of such matters is not likely to have a material adverse effect on the Company’s financial position or results of operations or cash flows.
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(6) Income Taxes
The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period.
For the three and nine months ended September 30, 2026 and 2025, the Company’s income tax expense was $156 , $1,936 , $162 , and $477 , respectively. For the three and nine months ended September 30, 2026 and 2025, the difference between the effective rate and the statutory rate was primarily attributed to the application of research and development credits and the change in the valuation allowance against net deferred tax assets.
The Company recognizes the effect of income tax positions only if those positions are "more likely than not" of being sustained. As of September 30, 2026, the Company had $9,705 of unrecognized tax benefits. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense within the unaudited condensed consolidated financial statements.
The Company and its subsidiaries file U.S. federal income tax returns and various state, local and foreign income tax returns. As of September 30, 2026, the Company’s statutes of limitations are open for all federal and state tax returns filed after the years ended December 31, 2022 and 2021, respectively. Net operating loss ("NOL") and credit carryforwards for all years are subject to examination and adjustments for the three years following the year in which the carryforwards are utilized. The Company is not currently under Internal Revenue Service or state examination.
Pursuant to Internal Revenue Code Sections 382 and 383, the utilization of NOLs and other tax attributes may be substantially limited due to cumulative changes in ownership greater than 50% that may have occurred or could occur during applicable testing periods. The Company has performed an analysis through December 31, 2025 and determined no such ownership change had occurred. If such an ownership change were to occur subsequent to December 2025, the Company's ability to use its NOLs and research and development tax credit carryforwards may be materially limited.
(7) Stockholders’ Equity
(a) Common Stock
As of September 30, 2026, the Company had authorized 500,000,000 shares of common stock with a par value of $0.01 per share. Holders of common stock are entitled to one vote per share, to receive dividends, if and when declared by the board of directors, and upon liquidation or dissolution, to receive a portion of the assets available for distributions to stockholders, subject to preferential amounts owed to holders of the Company’s preferred stock, if any.
Common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. The rights, preferences and privileges of holders of the common stock are subject to and may be adversely affected by the right of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.
In February 2024, the Company entered into an amended and restated sales agreement with Leerink Partners LLC ("Leerink Partners"), as sales agent, with respect to an at-the-market offering program (the "ATM") under which the Company could offer and sell, from time to time pursuant to its Registration Statement on Form S-3, shares of common stock, having an aggregate offering price of up to $250,000 , through Leerink Partners. The amended and restated sales agreement amends and restates the original sales agreement that the Company entered into with Leerink Partners with respect to the ATM in May 2023. No 241,132 of common stock remaining available for sale under the ATM.
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(b) Limited Common Stock
As of September 30, 2026, the Company had authorized 100,000,000 shares of limited common stock with a par value of $0.01 per share. Holders of limited common stock are entitled to one vote per share, however, the holders of limited common stock shall not be entitled to vote such shares in any election of directors or on the removal of directors. Holders of limited common stock are entitled to the same dividend rights as holders of common stock, if and when declared by the board of directors, and upon liquidation or dissolution, to receive a portion of the assets available for distributions to stockholders, subject to preferential amounts owed to holders of the Company's preferred stock, if any. Holders of the Company's limited common stock have the right to convert each share of limited common stock into one share of the Company's common stock.
Limited common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. The rights, preferences and privileges of holders of the limited common stock are subject to and may be adversely affected by the right of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.
(c) Preferred Stock
As of September 30, 2026, the Company had authorized 10,000,000 shares of undesignated preferred stock with a par value of $0.01 per share. The Company's board of directors has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock.
(8) Stock-Based Compensation
Stock Incentive Plans
As of September 30, 2026, the Company's stock incentive plans included the 2010 Stock Plan (the "2010 Plan"), the 2020 Equity Incentive Plan (the "2020 Plan"), the 2021 Inducement Equity Incentive Plan, as amended (the "2021 Plan"), and the 2022 Equity Incentive Plan, as amended (the "2022 Plan") (together, the "Plans").
The 2022 Plan provides for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards, and cash-based awards to employees, directors, consultants or advisors. Shares of common stock subject to outstanding awards granted under the 2020 Plan and the 2010 Plan that expire, terminate, or are otherwise surrendered, cancelled, forfeited, or repurchased by the Company are available for issuance under the 2022 Plan.
The 2021 Plan provides for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards to persons who were not previously an employee or director of the Company or who are commencing employment with the Company following a bona fide period of non-employment, in either case, as an inducement material to such person’s entry into employment with the Company and in accordance with the requirements of the Nasdaq Stock Market Rule 5635(c)(4). Neither consultants nor advisors are eligible to participate in the 2021 Plan.
The 2020 Plan provided for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards to employees, directors, consultants or advisors. As of June 15, 2022, the effective date of the 2022 Plan, no further awards will be made under the 2020 Plan. Any options or awards outstanding under the 2020 Plan are governed by the terms of the 2020 Plan.
The 2010 Plan provided for the granting of incentive stock options and nonstatutory stock options to employees, directors, consultants or advisors. As of the effective date of the 2020 Plan, no further awards will be made under the 2010 Plan. Any options or awards outstanding under the 2010 Plan are governed by the terms of the 2010 Plan.
22
As of September 30, 2026 and December 31, 2025, there were 6,238,682 and 4,841,655 shares available for grant under the Plans, respectively. The following table presents classification of stock-based compensation expense within the unaudited condensed consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock Units
Each restricted stock unit ("RSU") represents the right to receive one share of the Company's common stock upon vesting. The fair value of RSUs granted by the Company was calculated based upon the Company's closing stock price on the date of the grant, and the stock-based compensation expense is recognized over the vesting period. RSUs generally vest over four years with 25
There were 11,549 , 1,616,528 , 9,279 , and 1,407,843 RSUs granted during the three and nine months ended September 30, 2026 and 2025, respectively. The weighted average grant date fair value for each RSU granted during the three and nine months ended September 30, 2026 and 2025 was $17.74 , $12.34 , $20.04 , and $21.26 , respectively.
As of September 30, 2026, there was $39,557 of unrecognized compensation cost related to RSUs granted under the Plans, which is expected to be recognized over a weighted average period of 2.52 years. During the three and nine months ended September 30, 2026 and 2025, 16,902 , 751,198 , 14,472 , and 468,726 RSUs vested, respectively. The fair value of RSUs vested during the three and nine months ended September 30, 2026 and 2025 was $273 , $9,922 , $306 , and $10,584 , respectively.
Performance-Based Restricted Stock Units
In March 2026, March 2025, March 2024, and February 2023, the Company awarded performance-based restricted stock units ("PRSUs") under the 2022 Plan. Each PRSU represents a contingent right to receive one share of common stock upon the achievement of specified performance goals. The fair value of PRSUs granted by the Company was calculated based upon the Company's closing stock price on the date of the grant, and the stock-based compensation expense is recognized when the grant date is determined and performance conditions are probable of achievement. At the point when performance conditions are considered probable of achievement, the Company records stock-based compensation expense with a cumulative catch-up expense in the period first recognized and on a straight-line basis over the remaining period for which the performance criteria are expected to be completed.
In March 2026, the Company awarded to all executive officers PRSUs for a maximum of 498,375 shares (based on 150 % achievement of the applicable performance conditions outlined in the awards), with a target award of 332,250 PRSUs (based on 100 % achievement of the applicable performance conditions), and a threshold award of 166,125 PRSUs (based on 50 % achievement of the applicable performance conditions) (the "2026 PRSUs"). The 2026 PRSUs were considered granted under ASC 718, Compensation—Stock Compensation ("Topic 718") in March 2026. 51,375 2026 PRSUs were forfeited in May 2026, representing the number of shares that would have vested at the maximum level for the applicable milestones. The remaining 2026 PRSUs are scheduled to vest, if at all, upon the certification by the Company's compensation committee of the achievement of the applicable performance conditions following the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2028.
In March 2025, the Company awarded to all executive officers PRSUs for a maximum of 173,438 shares (based on 150 % achievement of the applicable performance conditions outlined in the awards), with a target award of 115,625 PRSUs (based on 100 % achievement of the applicable performance conditions), and a threshold award of 57,813 PRSUs (based on 50 % achievement of the applicable performance conditions) (the "2025 PRSUs"). The 2025 PRSUs were considered granted under Topic 718 in March 2025. 18,750 2025 PRSUs were forfeited in April 2026 and 18,750 2025
23
PRSUs were forfeited in June 2025, representing the number of shares that would have vested at the maximum level for the applicable milestones. The remaining 2025 PRSUs are scheduled to vest, if at all, upon the certification by the Company's compensation committee of the achievement of the applicable performance conditions following the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2027.
In March 2024, the Company awarded to all executive officers PRSUs for a maximum of 180,000 shares (based on 150 % achievement of the applicable performance conditions outlined in the awards), with a target award of 120,000 PRSUs (based on 100 % achievement of the applicable performance conditions), and a threshold award of 60,000 PRSUs (based on 50 % achievement of the applicable performance conditions) (the "2024 PRSUs"). The 2024 PRSUs were considered granted under Topic 718 in March 2024. 22,500 2024 PRSUs were forfeited in June 2025, representing the number of shares that would have vested at the maximum level for the applicable milestones. In March 2026, the Company's compensation committee determined the achievement of the PRSUs set to vest upon the certification by the Company's compensation committee following the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2026, subject to the continued provision of services by the holder to the Company through such vesting date. The Company's compensation committee determined that the applicable performance conditions had been met between target and maximum level for 50,275 of the PRSUs and at the maximum level for 94,500 of the PRSUs, of which 13,788 of these PRSUs were forfeited in April 2026.
In February 2023, the Company awarded to certain executive officers PRSUs for a maximum of 62,693 shares (based on 150 % achievement of the applicable performance conditions outlined in the awards), with a target award of 41,795 PRSUs (based on 100 % achievement of the applicable performance conditions), and a threshold award of 20,898 PRSUs (based on 50 % achievement of the applicable performance conditions) (the "2023 PRSUs"). The 2023 PRSUs were considered granted under Topic 718 in February 2023. 13,215 2023 PRSUs were forfeited in June 2025, representing the number of shares that would have vested at the maximum level for the applicable milestones. In March 2026, the Company's compensation committee determined the achievement of the PRSUs set to vest upon the certification by the Company's compensation committee following the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Of the PRSUs that were eligible to vest, the Company's compensation committee determined that the applicable performance conditions had been met at the target level for 10,994 of the PRSUs and between the threshold and target level for 8,687 of the PRSUs, all of which vested in March 2026, and that the applicable performance conditions had not been met for 16,496 PRSUs, representing the number of shares that would have vested at the maximum level for the applicable milestones, which were forfeited in March 2026.
In August 2022, the Company awarded 90,000 PRSUs to an executive officer, all of which are considered granted under Topic 718. In March 2025, the Company's compensation committee determined the achievement of the awards set to vest upon the certification by the Company's compensation committee following the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Of the 27,000 PRSUs that were eligible to vest following the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company's compensation committee determined that the applicable performance conditions had been met for 14,850 of the PRSUs, which vested in March 2025, and that the applicable performance conditions had not been met for 12,150 PRSUs, which were forfeited in March 2025. The Company's compensation committee also determined that the applicable performance conditions for 27,000 PRSUs that were eligible to vest following the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 could not be met and these awards were forfeited in March 2025.
The weighted average grant date fair value for each PRSU granted during the nine months ended September 30, 2026 and 2025 was $12.15 and $21.24 , respectively. No zero , 19,681 , zero , and 14,850 PRSUs vested, respectively.
Stock Options
Stock options must be granted at an exercise price not less than 100 % of the fair market value per share at the grant date. The board of directors or compensation committee determines the exercise price of the Company’s stock options based on the closing price of the common stock as reported on the Nasdaq Global Select Market on the date of the grant. The maximum contractual term of options granted under the Plans is typically 10 years, options generally vest over four years with 25
24
executive officer premium priced options to purchase 90,000 , 87,271 and 65,525 shares of common stock, respectively, with exercise prices equal to 110
During the three and nine months ended September 30, 2026 and 2025, 232,925 , 582,200 , 34,850 , and 276,236 options under the Plans were exercised for total proceeds of $2,732 , $3,980 , $321 , and $2,777 , respectively.
The fair value of each option award is determined on the date of grant using the Black Scholes Merton option-pricing model. The calculation of fair value included several assumptions that require management’s judgment. The expected terms of options granted to employees during 2026 and 2025 were calculated using an average of historical exercises. During the three months ended June 30, 2026, the Company updated its estimated volatility calculation to solely use the Company's own historical closing prices of its shares of common stock for the expected term of the option. Previously, the estimated volatility incorporated a calculated volatility derived from a 50/50 blended approach using the Company's own historical closing prices of its shares of common stock for the expected term of the option with the historical closing prices of shares of common stock of similar entities whose share prices were publicly available for the expected term of the option. The risk-free interest rate was based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the option. The Company accounts for forfeitures as they occur; as such, the Company does not estimate forfeitures at the time of grant.
Following are the weighted average valuation assumptions used for option awards during the periods presented:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Valuation assumptions | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected volatility | % | % | |||||||||
| Expected term (years) | |||||||||||
| Risk-free interest rate | % | % | |||||||||
The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2026, and the three and nine months ended September 30, 2025, was $7.65 , $2.39 , and $12.81 , respectively. No options were granted during the three months ended September 30, 2026. The intrinsic value of options exercised during the three and nine months ended September 30, 2026 and 2025 was $2,395 , $5,930 , $424 , and $3,691 , respectively.
As of September 30, 2026, there was $17,084 of unrecognized compensation cost related to unvested stock options granted under the Plans, which is expected to be recognized over a weighted average period of 2.13 years. The fair value of shares vested during the three and nine months ended September 30, 2026 and 2025 was $2,441 , $13,012 , $4,592 , and $21,568 , respectively.
(9) Net Loss per Share Attributable to Common and Limited Common Stockholders
The following table presents the calculation of basic and diluted net loss per share attributable to common and limited common stockholders for the periods presented (in thousands, except for share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss attributable to Schrödinger common and limited common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares used to compute net loss per share of common and limited common stockholders, basic and diluted: | |||||||||||||||||||||||
| Net loss per share of common and limited common stockholders, basic and diluted: | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
25
For periods in which the Company reports net losses, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares and limited common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Shares subject to outstanding common stock options | |||||||||||||||||||||||
| Shares subject to outstanding unvested RSUs and PRSUs | |||||||||||||||||||||||
| Total shares subject to outstanding common stock options and unvested RSUs and PRSUs | |||||||||||||||||||||||
(10) Equity Investments
(a) Nimbus
The Company has no significant influence over Nimbus and accounts for its investment in Nimbus Therapeutics, LLC ("Nimbus") as a non-marketable security. As of both September 30, 2026 and December 31, 2025, the carrying value of the Nimbus investment was $2,436
(b) Ajax
In May 2021, the Company purchased 631,377 shares of Series B preferred stock of Ajax Therapeutics, Inc. ("Ajax"), a company co-founded by the Company, for $1,700 in cash. In April 2024, the Company purchased 1,416,450 shares of Series C preferred stock of Ajax for $3,000 in cash.
In June 2026, in connection with the completion of Eli Lilly and Company’s acquisition of Ajax, the Company received a cash payment of approximately $57,180 , comprised of $47,180 on account of the Company's equity stake in Ajax and $10,000 from a collaboration milestone payment. The Company is also eligible to receive additional cash payments upon the achievement by Ajax of specified clinical and regulatory milestones, and in September 2026, the Company received a net cash payment related to the release of certain funds held in escrow related to the closing, which was recognized as a gain from the change in fair value of its Ajax investment. During the three and nine months ended September 30, 2026, the Company recognized gains of $500 and $42,644 , respectively, from the change in fair value of its Ajax investment. The Company reported no
Prior to the disposition of the Ajax investment, the Company valued its equity investment in Ajax as a non-marketable equity security as the Company did not exercise significant influence over Ajax. As of December 31, 2025, the carrying value of the Company’s investment in Ajax was $4,498 . As of September 30, 2026, the Company no longer had an investment in Ajax.
(c) Structure Therapeutics
In July 2021, the Company purchased 494,035 shares of Series B preferred stock of Structure Therapeutics Inc. ("Structure Therapeutics") for $2,000 in cash. In April 2022, the Company purchased an additional 148,210 shares of Series B preferred stock for $600 in cash. On February 7, 2023, Structure Therapeutics completed its initial public offering ("IPO"). Immediately upon the closing of Structure Therapeutics' IPO, all of the outstanding Series B preferred stock automatically converted into ordinary shares on a one -for-one basis. The Company purchased 275,000 American Depository Shares ("ADSs") at $15.00 per ADS in the IPO. Each ADS represents three ordinary shares. The Company accounts for its investment in Structure Therapeutics at fair value based on the closing price of Structure Therapeutics' ADSs as of the reporting date.
During the nine months ended September 30, 2026, the Company sold a portion of its equity stake in Structure Therapeutics for net proceeds of $20,334 . The Company recorded a mark-to-market gain of $1,050 on the portion of the investment sold during the nine months ended September 30, 2026. During the three and nine months ended September 30, 2026, the Company recorded a mark-to-market loss of $15,252 and a mark-to-market loss of $26,065 , respectively, on the portion of the investment held at September 30, 2026. During the three and nine months ended September 30, 2025, the
26
Company recorded a mark-to-market gain of $9,691 and a mark-to-market gain of $1,175 , respectively, on the Structure Therapeutics investment.
As of September 30, 2026 and December 31, 2025, the carrying value of the Company's investment in Structure Therapeutics was $21,292 and $66,641 , respectively.
(d) Tectora Therapeutics
In August 2026, the Company entered into a licensing and collaboration agreement with Tectora Therapeutics, Inc., ("Tectora"), a new biotechnology company it co-founded with New Enterprise Associates ("NEA") and RA Capital Management ("RA Capital"), focused on developing innovative therapies for immunology and inflammation. Tectora concurrently closed a Series A preferred stock investment of up to $55 million from NEA and RA Capital. In connection with the transaction, the Company licensed two early-stage small molecule programs and granted certain software and intellectual property licenses to Tectora, and, in exchange, the Company received 7,154,439 shares of common stock of Tectora as noncash consideration. The Company determined that its ownership interest in Tectora, including its voting rights, board representation, and technological dependencies, gives it the ability to exercise significant influence over Tectora; however, it does not hold a controlling financial interest in Tectora. Accordingly, the Company does not consolidate Tectora into its financial statements and accounts for its investment under the equity method of accounting.
The Company records its share of earnings and losses for its investment in Tectora using the HLBV method, which reflects changes in the amount the Company would receive upon a hypothetical liquidation of Tectora at each reporting date in accordance with the investee’s contractual liquidation and distribution provisions. HLBV gains and losses are classified within change in fair value of equity investments in the unaudited condensed consolidated statements of operations.
As of September 30, 2026, and December 31, 2025, the carrying value of the Company's investment in Tectora was $3,291 and $0 , respectively. As of September 30, 2026, the carrying value exceeded the Company's share of underlying equity in Tectora's net assets by $1,004 , which represents amortizable intangible assets and goodwill. The Company has not provided cash or any other form of financial support to Tectora and has no obligations or commitments to fund Tectora’s losses or otherwise provide financial support to Tectora.
(11) Related Party Transactions
(a) Board Member
For the three and nine months ended September 30, 2026 and 2025, the Company paid consulting fees of $121 , $451 , $109 , and $328 , respectively, to a member of its board of directors.
(b) Gates Foundation
The Gates Foundation, an entity under common control with Gates Foundation Trust, a stockholder of the Company, issued a grant under which it agreed to pay the Company directly for certain licenses and services provided to a specified group of third-party organizations. Revenue recognized for services provided by the Company under this grant was zero , zero , zero , and $20 for the three and nine months ended September 30, 2026 and 2025, respectively.
For the three and nine months ended September 30, 2026 and 2025, the Company recognized $63 , $572 , $292 , and $1,003 , respectively, in contribution revenue related to funds received under an agreement with the Gates Foundation, aimed at accelerating drug discovery in women's health. As of September 30, 2026 and December 31, 2025, restricted cash on hand related to the arrangement was zero and $72 , respectively.
For the three and nine months ended September 30, 2026 and 2025, the Company recognized $2,088 , $3,009 , $2,731 , and $11,088 , respectively, in contribution revenue related to funds received under agreements with the Gates Foundation to fund the initiative to accelerate the expansion of the Company's computational platform to predict toxicity associated with binding to off-target proteins. As of September 30, 2026 and December 31, 2025, restricted cash on hand related to the arrangement was $2,020 and zero , respectively.
As of September 30, 2026 and December 31, 2025, the Company had no
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Gates Ventures, LLC is an entity under the control of William H. Gates III, who may be deemed to be the beneficial owner of more than 5 % of the Company’s voting securities. The agreement with Gates Ventures, LLC currently extends through August 13, 2027 and provides for total consideration of up to $11,000 . The Company recognized revenue of zero , $2,000 , $2,200 , and $2,200 on this agreement for the three and nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the Company had no
(c) Columbia University and Richard Friesner
During the year ended December 31, 2025, the Company entered into certain license agreements with the Trustees of Columbia University ("Columbia University"), separate from the licenses discussed in "Item 1. Business—License Agreements with Columbia University" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Dr. Richard Friesner, the William P. Schweitzer Professor of Chemistry at Columbia University and the principal investigator of the Friesner Research Group, a research laboratory within the Department of Chemistry at Columbia University, was the inventor of certain of the technologies licensed to the Company pursuant to certain of the Company's license agreements with Columbia University and is one of the Company's co-founders and a member of the Company's board of directors.
Revenue recognized for these additional licenses for the three and nine months ended September 30, 2026 and 2025 was $3 , $9 , zero , and zero respectively. As of September 30, 2026 and December 31, 2025, the Company had zero and $100 in outstanding receivables due from Columbia University related to these licenses.
(d) Tectora Therapeutics
In August 2026, the Company entered into a licensing and collaboration agreement with Tectora, an equity method investee of the Company. Pursuant to the licensing and collaboration agreement, the Company granted Tectora certain intellectual property and software licenses and is expected to perform ongoing research services in exchange for equity consideration, quarterly research fees, cost reimbursements, and potential future milestone and royalty payments.
(12) Segment Reporting
The Company has determined that its chief executive officer ("CEO") is its chief operating decision maker ("CODM"). The Company’s CEO evaluates the financial performance of the Company based on two reportable segments: Software and Drug Discovery. The Software segment is focused on licensing the Company’s software to transform molecular discovery. The Drug Discovery segment is focused on building a portfolio of preclinical and clinical drug programs, internally and through collaborations.
The CODM reviews segment performance and allocates resources based upon segment revenue and segment gross profit of the Software and Drug Discovery reportable segments. Segment gross profit is derived by deducting cost of sales from U.S. GAAP revenue. Cost of sales are expenditures made that are directly attributable to the reportable segment. These expenditures are allocated to the segments based on headcount or by expenses directly incurred to support the Software or Drug Discovery segments. The reportable segment expenditures include compensation, supplies, and services from contract research organizations.
Certain cost items are not allocated to the Company’s reportable segments. These cost items primarily consist of non-drug discovery program related compensation and general operational expenses associated with the Company’s research and development, sales and marketing, and general and administrative activities. These costs are incurred by both segments and due to the integrated nature of the Company’s Software and Drug Discovery segments, any allocation methodology would be subjective and may not provide meaningful analysis.
Segment revenue is primarily earned in the United States and there are no intersegment revenues. Additionally, the Company reports assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources.
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Presented below is financial information with respect to the Company’s reportable segments for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Segment revenues(1): | |||||||||||||||||||||||
| Software | $ | $ | $ | $ | |||||||||||||||||||
| Drug discovery | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
Segment cost of revenues(1): | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Drug discovery | |||||||||||||||||||||||
| Total segment cost of revenues | |||||||||||||||||||||||
| Segment gross profit: | |||||||||||||||||||||||
| Software | |||||||||||||||||||||||
| Drug discovery | ( | ( | |||||||||||||||||||||
| Total segment gross profit | |||||||||||||||||||||||
| Unallocated (expense) income: | |||||||||||||||||||||||
| Research and development | ( | ( | ( | ( | |||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of equity investments | ( | ||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) Contribution activity is included within the segments to which the contribution activity relates as software contribution activity and drug discovery contribution activity share similar economic characteristics, respectively, with the software and drug discovery segments.
Revenues by geographic area are determined based on the address provided by the Company's customers and partners. The following table sets forth revenues by geographic area for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| APAC | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in Part II, Item 1A. “Risk Factors” of this Quarterly Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. For further information regarding our forward-looking statements, see “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report.
Overview
We are transforming the way therapeutics and materials are discovered. Our differentiated, physics-based computational platform enables discovery of high-quality, novel molecules for drug development and materials applications more rapidly and at a lower cost, compared to traditional methods. Our software platform is licensed by biopharmaceutical and industrial companies, academic institutions, and government laboratories around the world. We are applying our computational platform to advance a broad pipeline of drug discovery programs in collaboration with leading biopharmaceutical companies. In addition, we use our computational platform to discover novel molecules for our pipeline of proprietary drug discovery programs, which we are advancing through preclinical and clinical development.
We offer our customers a variety of software solutions that accelerate all stages of molecule discovery, design, and optimization. Since our founding, we have been primarily focused on developing our computational platform, which is capable of predicting critical properties of molecules with a high degree of accuracy, as well as advancing drug discovery programs both with our collaborators and on our own. We have devoted substantially all of our resources to introducing new capabilities and refining our software, conducting research and development activities, recruiting skilled personnel, and providing general and administrative support for these operations.
Over the last decade, we have entered into a number of collaborations with leading biopharmaceutical companies that have provided us with significant revenue and have the potential to produce additional milestone payments, option fees, and future royalties. In 2018, we began to develop a pipeline of proprietary drug discovery programs with the goal of using our platform to produce a portfolio of novel, high value therapeutics.
Financial Overview; Software Revenue and Collaborations
We have funded our operations to date from the sale of our equity securities, including our initial public offering and our follow-on public offering, from sales of our software solutions and from upfront payments, research funding and milestone payments from our drug discovery collaborations, and from distributions on account of, or proceeds from the sale of, our equity stakes in our collaborators.
In June 2026, Eli Lilly and Company, or Lilly, acquired Ajax Therapeutics, Inc., or Ajax, a company co-founded by us. Under the terms of the agreement, Ajax shareholders could receive up to $2.3 billion in cash, inclusive of an upfront payment and subsequent payments upon the achievement of certain clinical and regulatory milestones. In connection with the completion of the acquisition, we received a cash payment of approximately $57.2 million, comprised of $47.2 million on account of our equity stake in Ajax and $10.0 million from a collaboration milestone payment. We are also eligible to receive additional cash payments upon the achievement by Ajax of specified clinical and regulatory milestones, and in September 2026, we received a net cash payment related to the release of certain funds held in escrow related to the closing.
We currently conduct our operations through two reportable segments: software and drug discovery. The software segment is focused on selling our software to transform drug discovery across the life sciences industry, as well as to customers in materials science industries. The drug discovery segment is focused on generating revenue from a diverse portfolio of preclinical and clinical programs, internally and through collaborations, that have advanced to various stages of discovery and development.
Our software segment generates revenue from software product licenses, hosted software subscriptions, software maintenance, professional services, and contributions. The revenue we generate through our software solutions from each of our customers varies largely depending on the type and number of software licenses our customers purchase from us.
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The licenses that our customers purchase from us provide them the ability to perform a certain number of calculations used in the design of molecules for drug discovery or materials science. The amount we charge per license depends on the specific software products our customers purchase from us, and the number of licenses needed to perform calculations per software product varies. With the exception of certain limited products, the number of licenses a customer requires is typically based on the scale at which they are running our software products and is not based on how many users have access to the software. As customers increase the number of licenses they purchase from us, they will typically be able to run a greater number of simultaneous instances of our products, thereby increasing the number of calculations they will be able to perform in parallel, subject to having enough computational capacity. We deliver our software through either (i) a product license that permits our customers to install the software solution directly on their own in-house hardware and use it for a specified term, or (ii) a subscription that allows our customers to access our cloud-based software solution on their own hardware without taking control of licenses.
Our collaboration agreements typically include upfront consideration, discovery, development, commercial and regulatory milestones, and royalties from future sales of commercialized products. We generate drug discovery revenue through the performance of specified research and development activities under our collaboration agreements and upon the achievement of specified discovery and development milestones, and we have the potential to generate drug discovery revenue from commercial and regulatory milestones, option fees, and royalties under our collaboration agreements. In the future, we may also derive drug discovery revenue from our collaborations from option fees, the achievement of regulatory and commercial milestones, and royalties on commercial drug sales. In addition to revenue from our collaborations, we may also derive drug discovery revenue from collaborating on or out-licensing our proprietary drug discovery programs when we believe it will help maximize the clinical and commercial opportunities for the program.
We are party to an exclusive, worldwide collaboration and license agreement with Bristol Myers Squibb Company, or BMS, pursuant to which we and BMS agreed to collaborate in the discovery, research and development of small molecule compounds for biological targets in the oncology, neurology and immunology therapeutic areas. After mutual agreement on the target(s) of interest, we are responsible for the discovery of development candidates. Once a development candidate meeting specified criteria for a target has been identified, BMS will be solely responsible for the development, manufacturing and commercialization of such development candidate. We are eligible to receive up to $482.0 million in total milestone payments for the one remaining neurology target currently subject to the collaboration, of which we have recognized $32.0 million as of September 30, 2026, as well as a tiered percentage royalty on net sales of each product commercialized by BMS ranging from mid-single digits to low-double digits, subject to certain specified reductions. See "Collaboration and License Agreements" in Note 3 to our unaudited condensed consolidated financial statements for additional information relating to this agreement.
In September 2022, we entered into a collaboration with Lilly under which we are responsible for the discovery and optimization of small molecule compounds addressing an immunology target. Lilly is responsible for the completion of preclinical development, clinical development and commercialization. Under the terms of the agreement, we received an upfront payment and we are eligible to receive up to $420.0 million in discovery, development and commercial milestone payments for the target. We are also eligible to receive low single- to low double-digit royalties on net sales of any products emerging from the collaboration in all markets. In February 2025, we expanded our research collaboration with Lilly to add an undisclosed target to the collaboration, which was subsequently terminated by Lilly in March 2026 for strategic reasons. The collaboration remains active with respect to the initial target.
In November 2024, we entered into a research collaboration and license agreement with Novartis Pharma AG, or Novartis, pursuant to which we and Novartis agreed to collaborate on the discovery, research and preclinical development of small molecule compounds for targets in certain specified therapeutic areas. The agreement is intended to advance multiple development candidates for development and commercialization by Novartis. Under the terms of the research collaboration and license agreement, Novartis paid us an initial upfront fee of $150.0 million in January 2025. In September 2026, we and Novartis entered into an amendment to the research collaboration and license agreement to replace certain collaboration programs with two new collaboration programs. We are eligible to receive up to $1.424 billion in total milestone payments across the programs under the terms of the research collaboration and license agreement as amended. Such milestones consist of up to $704.0 million in discovery and development milestones and up to $720.0 million in commercial milestones. We are also entitled to a tiered percentage royalty on net sales of each product commercialized by Novartis ranging from mid single-digits to low double-digits on products commercialized by Novartis under the agreement, subject to certain specified reductions. No milestone revenue has been recognized as of September 30, 2026. In November 2024, we also entered into an expanded three-year software agreement with Novartis that substantially increases Novartis' access to our computational predictive modeling technology and enterprise
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informatics platform. See "Collaboration and License Agreements" in Note 3 to our unaudited condensed consolidated financial statements for additional information relating to the research collaboration and license agreement.
We generated revenue of $64.5 million and $54.3 million during the three months ended September 30, 2026 and 2025, respectively, representing a year-over-year increase of 19%. Our net loss for the three months ended September 30, 2026 was $37.7 million and our net loss for the three months ended September 30, 2025 was $32.8 million.
Our annual contract value, or ACV, was $44.7 million for the three months ended September 30, 2026, compared to $38.3 million for the three months ended September 30, 2025. With respect to contracts that have a duration of one year or less, or contracts of more than one year in duration that are billed annually, we define ACV as the contract value billed during the applicable period. For contracts with a duration of more than one year that are billed upfront, ACV in each period represents the total billed contract value divided by the term.
We present ACV as a supplemental operating metric because it provides a consistent measure of the underlying performance of our software business that is not affected by differences in revenue recognition timing across contract types, delivery models, or billing structures. ACV is particularly useful during our ongoing transition of customers from on-premise software arrangements to hosted software contracts. ACV should be viewed independently of revenue and does not represent revenue calculated in accordance with U.S. GAAP on an annualized basis, as it is an operating metric that can be impacted by contract execution start and end dates and renewal rates. ACV is not intended to be a replacement for, or forecast of, revenue.
Tectora Therapeutics
In August 2026, we entered into a licensing and collaboration agreement with Tectora Therapeutics, Inc., or Tectora, a newly formed biotechnology company focused on developing innovative therapies for immunology and inflammation, that we founded with New Enterprise Associates and RA Capital Management. In connection with the transaction, we licensed two early-stage small molecule programs, SDGR-4594 and SDGR-8139, and granted certain software and intellectual property licenses to Tectora, and in exchange, we received an equity stake in Tectora and are eligible for future milestones and royalties. Tectora will partner with our drug discovery experts and leverage our computational platform at scale with the goal of advancing these programs to clinical-stage candidates.
Bunsen — Agentic AI Co-Scientist
In July 2026, we announced the launch of the early access version of Bunsen, our agentic artificial intelligence, or AI, co-scientist that helps researchers understand scientific objectives, develop computational strategies, execute sophisticated molecular discovery workflows and interpret results. By combining AI with physics-based simulation, we believe Bunsen allows researchers to apply their expertise at greater scale, enabling them to explore more scientific possibilities, prioritize the most promising opportunities with greater confidence and accelerate discovery decisions. We expect to release the full commercial version of Bunsen by the end of 2026.
In September 2026, we announced a strategic agreement with BMS to deploy Bunsen within its research organization. Under the agreement, we plan to collaborate with BMS scientists on developing novel functionality within Bunsen in conjunction with our computational technologies designed to enable large-scale chemical exploration as well as with RetroSynth, our AI-driven synthesis planning platform.
Initiative with Gates Foundation
In July 2024, we launched an initiative to expand our computational platform to predict toxicity associated with binding to off-target proteins. The goal of this initiative is to develop a computational solution designed to improve the properties of drug development candidates and reduce the risk of development failure associated with binding to off-target proteins, which can be associated with serious side effects. The project is being funded by $24.5 million in grants from the Gates Foundation. We continue to advance our predictive toxicology initiative, and we can now evaluate more than 80 potential off-target proteins computationally. We recently launched our predictive toxicology solution commercially and began making it available more broadly to our customers during 2026.
Proprietary Drug Discovery Programs
In June 2022, the U.S. Food and Drug Administration, or FDA, cleared our first investigational new drug application, or IND, for our MALT1 inhibitor, which we refer to as SGR-1505. Our ongoing Phase 1 clinical trial of
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SGR-1505 is designed as an open-label, multi-center dose escalation trial in patients with relapsed or refractory B-cell malignancies. The trial is designed to evaluate the safety, pharmacokinetics, pharmacodynamics, maximum tolerated dose, maximum administered dose and/or recommended dose of SGR-1505. Backfill cohorts evaluate additional pharmacokinetics, pharmacodynamics, preliminary anti-tumor activity, and safety to support the recommended dose.
In April 2024, the FDA cleared the IND we submitted for our novel Wee1/Myt1 inhibitor, which we refer to as SGR-3515. In July 2024, we initiated dosing in a Phase 1 clinical trial of SGR-3515 in patients with advanced solid tumors. The trial is a dose-escalation trial designed to evaluate the safety, tolerability and recommended Phase 2 dose of SGR-3515. Secondary and exploratory objectives of the trial include evaluating the pharmacokinetics and preliminary anti-tumor activity of SGR-3515.
Beyond our planned investments to complete our ongoing Phase 1 dose-escalation clinical trials of SGR-1505 and SGR-3515, we do not intend to initiate additional clinical trials or advance our other proprietary preclinical programs into clinical trials independently. We plan to explore strategic partnerships for the SGR-1505 and SGR-3515 programs to advance the development of these programs beyond our ongoing Phase 1 clinical trials. The phasing out of independent clinical development activities and associated cost reductions, together with the restructuring of our operations we announced in May 2025, are expected to result in savings of approximately $70 million, when fully completed and further improve and enhance our operational efficiency.
Components of Results of Operations
Software Products and Services Revenue
Our software business generates revenue from four sources: (i) on-premise software license fees, (ii) hosted software subscription fees, (iii) software maintenance fees, and (iv) professional services fees.
On-premise software. Our on-premise software license arrangements grant customers the right to use our software on their own in-house servers or their own cloud instances for a specified term, typically for one year, though in recent years, we have entered into a small number of large multi-year on-premise software license agreements. We recognize revenue for on-premise software license fees upfront, either upon transfer of control of the license or the effective date of the agreement, whichever is later.
Hosted software. Hosted software revenue consists primarily of fees to provide our customers with hosted licenses, which allows these customers to access our cloud-based software solution on their own hardware without taking control of the licenses, and is recognized ratably over the term of the arrangement, which is typically one year, though in recent years, we have entered into a small number of large multi-year hosted software license agreements. When a customer enters into a hosted arrangement for which revenue is recognized over time, the amount paid upfront that is not recognized in the current period is included in deferred revenue in our statement of financial position until the period in which it is recognized.
We have accelerated our efforts to transition customers from on-premise software arrangements to hosted software contracts. As a result of this transition, we expect future quarterly and annual revenue trends to be impacted, as revenue associated with hosted software arrangements is generally recognized over the term of the contract, rather than at a point in time, and may differ in timing and pattern from revenue recognized under on-premise software arrangements. While this transition has not had a material impact on our historical results to date, it is expected to affect the timing and mix of revenue recognition in future periods and as a result, we expect revenue to decline in the near-term as the transition progresses.
Software maintenance. Software maintenance includes technical support, updates, and upgrades related to our on-premise software licenses. Software maintenance revenue is recognized ratably over the term of the arrangement. Software maintenance activities are performed in connection with the use of our on-premise software, and may fluctuate from period to period.
Professional services. Professional services include training, technical setup, installation or assisting customers with modeling services, where we use our software to perform tasks such as virtual screening on behalf of our customers. These services are generally not related to the core functionality of our software and are recognized as revenue when resources are consumed. Since each professional services agreement represents a unique, ad hoc engagement, professional services revenue may fluctuate from period to period.
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Drug Discovery Revenue
We generate drug discovery revenue through the performance of specified research and development activities under our collaboration agreements and upon the achievement of discovery and development milestones, and we have the potential to generate drug discovery revenue from commercial and regulatory milestones, option fees, and royalties under our collaboration agreements. The majority of our current collaborations are in the discovery and preclinical development stages. Milestone payments typically increase in magnitude as a program advances. In addition to revenue from our collaborations, we may also derive drug discovery revenue from out-licensing our proprietary drug discovery programs when we believe it will help maximize the development, clinical and commercial potential of the program. Beyond our planned investments to complete our ongoing Phase 1 dose-escalation clinical trials of SGR-1505 and SGR-3515, we do not intend to initiate additional clinical trials or advance our other proprietary preclinical programs into clinical trials independently. Overall, we expect that our drug discovery revenue will fluctuate from period to period due to the inherently uncertain nature of the timing of milestone achievements and our dependence on the program decisions of our collaborators.
Contribution Revenue
Software contribution revenue. Software contribution revenue consists of funds received under non-reciprocal agreements, as amended, with Gates Ventures, LLC and the Gates Foundation.
The agreement with Gates Ventures, LLC was originally entered into in June 2020 and further extended through August 13, 2027. The agreement is an unconditional non-exchange contribution without restrictions. Revenue is recognized annually, when invoiced, in accordance with Accounting Standards Codification, or ASC, Topic 958, Not-for-Profit Entities, or Topic 958, as the agreement is not an exchange transaction.
In July 2024, we entered into a one-year agreement with the Gates Foundation, which was subsequently extended through April 2027, to initially fund our initiative to accelerate the expansion of our computational platform to predict toxicity associated with binding to off-target proteins. Revenue is recognized as costs are incurred and conditions are met in accordance with Topic 958.
Drug discovery contribution revenue. Contribution revenue primarily consists of funds received under agreements with the Gates Foundation on a cost reimbursement basis, to perform services aimed at accelerating drug discovery in women’s health. Revenue is recognized as costs are incurred and conditions are met in accordance with Topic 958.
Cost of Revenues
Software products and services. Cost of revenues for software includes personnel-related expenses (comprised of salaries, benefits, and stock-based compensation) for employees directly involved in the delivery of software solutions, maintenance and professional services, royalties paid for products sold and services performed using third-party licensed software functionality, and allocated overhead (facilities and information technology support) costs. Pursuant to various third-party arrangements, we license technology that is used in our software. These arrangements require us to pay royalties based on sales volume.
Drug discovery. Cost of revenues for drug discovery includes personnel-related expenses and costs of third-party contract research organizations, or CROs, that support discovery activities in our collaborations, royalties paid for services performed using third-party licensed software functionality, allocated compute capacity and overhead costs. While we have incurred costs associated with discovery efforts since late 2017, we have recognized and expect to continue to recognize revenues in the future if and when milestones are considered probable of achievement and there is not a risk of significant revenue reversal, or when they are achieved. Generally, drug discovery cost of revenues for collaborations are incurred in advance of the revenue milestone achievement. We expect our drug discovery cost of revenues to fluctuate from period to period depending on the number and mix of collaborative and proprietary programs and their respective stages of development.
Contribution. Cost of revenues for contribution includes personnel-related expenses, costs of third-party contract research organizations that support software development and drug discovery activities under our non-reciprocal agreements with the Gates Foundation, and allocated compute capacity. Contribution cost of revenues are recorded as costs are incurred under the agreements. We expect our contribution cost of revenues to fluctuate from period to period depending on the timing and progress of work completed.
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Gross Profit and Gross Margin
Gross profit represents revenue less cost of revenues. Gross margin is gross profit expressed as a percentage of revenue. Our software products and services gross margin may fluctuate from period to period as our revenue fluctuates, and as a result of changes in sales mix between on-premise and hosted software solutions due to timing of recognition. For example, the cost of royalties due for sales of our hosted software arrangements are recognized upfront, whereas the associated hosted software revenue for these arrangements is recognized over the term of the underlying agreement.
While the gross margin of our drug discovery business will fluctuate significantly from period to period depending on factors such as the timing of recognition of milestones, the number and mix of collaborative programs, and their respective stages of development, we expect the gross margins to generally trend higher over time as more programs advance to later stages of development, the milestones increase in size and our ongoing research and development obligations to such programs decline in cost.
We expect contribution gross margin to approximate breakeven over time as revenue is recognized as costs are incurred and conditions are met.
Research and Development Expense
Research and development expense accounts for a significant portion of our operating expenses. We recognize research and development expense as incurred. Research and development expense consists of drug discovery and development program costs and costs incurred for continuous development of the technology and science that supports our computational platform, primarily:
•personnel-related expenses, including salaries, benefits, bonuses, and stock-based compensation for employees engaged in research and development functions;
•expenses incurred under agreements with third-party CROs and consultants involved in our proprietary drug discovery programs; and
•allocated compute capacity on our proprietary drug discovery programs and overhead (facilities and information technology support) costs.
We expect our research and development expense to stabilize in regards to our investment in activities related to discovery and development of our proprietary drug discovery programs, in advancing our computational platform, and in hiring additional personnel directly involved in such efforts. The amount to which our research and development expense may fluctuate in the future will also be dependent on our development plans for our proprietary drug discovery programs, including the timing of any partnering, collaboration or out-licensing decisions. At this time, we do not know, nor can we reasonably estimate, the nature, timing, or costs of the efforts that will be necessary to complete the development of any of our proprietary drug discovery programs.
Sales and Marketing Expense
Sales and marketing expense consists primarily of personnel-related costs for our sales and marketing staff and application scientists supporting our sales efforts, including salaries, benefits, bonuses, and stock-based compensation. Other sales and marketing costs include promotional events that promote and expand knowledge of our company and platform, including industry conferences and events and our annual user group meetings in the United States and Europe, advertising, and allocated overhead costs. Due to the inherent scientific complexity of our software solutions, a high level of scientific expertise is needed to support our sales and marketing efforts. We plan to make focused investments in sales and marketing over the foreseeable future to foster the growth of our business as we aim to expand software sales to existing customers and increase our customer base.
General and Administrative Expense
General and administrative expense consists of personnel-related expenses associated with our executive, legal, finance, human resources, information technology, and other administrative functions, including salaries, benefits, bonuses, and stock-based compensation. General and administrative expense also includes professional fees for external legal, accounting and other consulting services, allocated overhead costs, and other general operating expenses.
We expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to
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compliance and reporting obligations pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In addition, as a public company, we expect to continue to incur increased expenses such as insurance and professional services. As a result, we expect the dollar amount of our general and administrative expense to increase for the foreseeable future.
Change in Fair Value of Equity Investments
Fair value gains and losses consist of adjustments to the fair value of our equity investments, which may include Nimbus, Structure Therapeutics, and Ajax, and Hypothetical Liquidation at Book Value method ("HLBV") adjustments related to our equity method investments, which may include Tectora. We remeasure our investments at each period end.
Fair value gains and losses may fluctuate significantly in future periods.
Other Income
Other income consists of interest earned on our cash equivalents and marketable securities, interest expense, and transactional foreign exchange gains and losses.
Income Tax Expense
Income tax expense consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized.
36
Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
The following table summarizes our unaudited results of operations data for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Software products and services | $ | 38,153 | $ | 35,928 | $ | 2,225 | 6% | $ | 106,257 | $ | 116,931 | $ | (10,674) | (9)% | |||||||||||||||||||||||||||||||||
| Drug discovery | 24,187 | 13,008 | 11,179 | 86% | 70,052 | 37,184 | 32,868 | 88% | |||||||||||||||||||||||||||||||||||||||
| Contribution | 2,151 | 5,388 | (3,237) | (60)% | 5,658 | 14,519 | (8,861) | (61)% | |||||||||||||||||||||||||||||||||||||||
| Total revenues | 64,491 | 54,324 | 10,167 | 19% | 181,967 | 168,634 | 13,333 | 8% | |||||||||||||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Software products and services | 9,447 | 8,344 | 1,103 | 13% | 29,759 | 26,243 | 3,516 | 13% | |||||||||||||||||||||||||||||||||||||||
| Drug discovery | 14,497 | 14,797 | (300) | (2)% | 46,601 | 44,389 | 2,212 | 5% | |||||||||||||||||||||||||||||||||||||||
| Contribution | 2,294 | 3,144 | (850) | (27)% | 5,375 | 12,681 | (7,306) | (58)% | |||||||||||||||||||||||||||||||||||||||
| Total cost of revenues | 26,238 | 26,285 | (47) | —% | 81,735 | 83,313 | (1,578) | (2)% | |||||||||||||||||||||||||||||||||||||||
| Gross profit | 38,253 | 28,039 | 10,214 | 36% | 100,232 | 85,321 | 14,911 | 17% | |||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 34,090 | 42,757 | (8,667) | (20)% | 118,912 | 131,739 | (12,827) | (10)% | |||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 10,040 | 9,524 | 516 | 5% | 31,909 | 30,625 | 1,284 | 4% | |||||||||||||||||||||||||||||||||||||||
| General and administrative | 20,252 | 21,705 | (1,453) | (7)% | 65,881 | 72,696 | (6,815) | (9)% | |||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 64,382 | 73,986 | (9,604) | (13)% | 216,702 | 235,060 | (18,358) | (8)% | |||||||||||||||||||||||||||||||||||||||
| Loss from operations | (26,129) | (45,947) | 19,818 | (43)% | (116,470) | (149,739) | 33,269 | (22)% | |||||||||||||||||||||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of equity investments | (14,752) | 9,691 | (24,443) | N/M | 17,629 | 1,175 | 16,454 | N/M | |||||||||||||||||||||||||||||||||||||||
| Other income | 3,326 | 3,623 | (297) | N/M | 9,015 | 13,265 | (4,250) | N/M | |||||||||||||||||||||||||||||||||||||||
| Total other (expense) income | (11,426) | 13,314 | (24,740) | N/M | 26,644 | 14,440 | 12,204 | N/M | |||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | (37,555) | (32,633) | (4,922) | N/M | (89,826) | (135,299) | 45,473 | N/M | |||||||||||||||||||||||||||||||||||||||
| Income tax expense | 156 | 162 | (6) | N/M | 1,936 | 477 | 1,459 | N/M | |||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (37,711) | $ | (32,795) | $ | (4,916) | N/M | $ | (91,762) | $ | (135,776) | $ | 44,014 | N/M | |||||||||||||||||||||||||||||||||
N/M – not meaningful
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Revenues
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Software | |||||||||||||||||||||||||||||||||||||||||||||||
| On-premise software | $ | 13,371 | $ | 15,928 | $ | (2,557) | (16)% | $ | 36,848 | $ | 57,094 | $ | (20,246) | (35)% | |||||||||||||||||||||||||||||||||
| Hosted software | 17,239 | 11,585 | 5,654 | 49% | 44,469 | 33,585 | 10,884 | 32% | |||||||||||||||||||||||||||||||||||||||
| Software maintenance | 4,570 | 6,826 | (2,256) | (33)% | 16,110 | 20,400 | (4,290) | (21)% | |||||||||||||||||||||||||||||||||||||||
| Professional services | 2,973 | 1,589 | 1,384 | 87% | 8,830 | 5,852 | 2,978 | 51% | |||||||||||||||||||||||||||||||||||||||
| Total software revenue | 38,153 | 35,928 | 2,225 | 6% | 106,257 | 116,931 | (10,674) | (9)% | |||||||||||||||||||||||||||||||||||||||
| Drug discovery | 24,187 | 13,008 | 11,179 | 86% | 70,052 | 37,184 | 32,868 | 88% | |||||||||||||||||||||||||||||||||||||||
| Contribution | |||||||||||||||||||||||||||||||||||||||||||||||
| Software contribution | 2,088 | 4,930 | (2,842) | (58)% | 5,009 | 13,287 | (8,278) | (62)% | |||||||||||||||||||||||||||||||||||||||
| Drug discovery contribution | 63 | 458 | (395) | (86)% | 649 | 1,232 | (583) | (47)% | |||||||||||||||||||||||||||||||||||||||
| Total contribution revenue | 2,151 | 5,388 | (3,237) | (60)% | 5,658 | 14,519 | (8,861) | (61)% | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 64,491 | $ | 54,324 | $ | 10,167 | 19% | $ | 181,967 | $ | 168,634 | $ | 13,333 | 8% | |||||||||||||||||||||||||||||||||
Software Products and Services Revenue
On-premise software. The decrease in revenues for on-premise software for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was primarily attributable to the timing and size of multi-year customer contracts with upfront revenue recognition, as well as customers switching from on-premise to hosted software purchases in the comparable period versus the current period.
Hosted software. The increase in revenues for hosted software for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was primarily due to customers switching from on-premise to hosted software purchases, as well as increased spend from existing hosted customers, for which revenue is recognized ratably over the period of the contract.
Software maintenance. The decrease in revenues for software maintenance for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was primarily due to customers switching from on-premise to hosted software purchases.
Professional services. The increase in revenues from professional services for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was primarily related to fluctuations in the timing of progress and completion of technology and modeling service projects.
Drug Discovery Revenue
The increase in revenues for drug discovery services for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was primarily due to a $12.0 million collaboration milestone achieved from Structure Therapeutics.
The increase in revenues for drug discovery services for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 was primarily due to a $12.0 million collaboration milestone achieved from Structure Therapeutics, a $10.0 million collaboration milestone payment received from Lilly's acquisition of Ajax, and Lilly's election not to proceed with further development for one program under the collaboration, which resulted in increased revenue recognition due to the accelerated completion of our obligations related to such program, as well as the timing and amount of milestones achieved, and the progress of existing collaborations.
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Contribution Revenue
Software contribution revenue. The decrease in revenues from software contribution during the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was due to a decrease in funds spent during the period as a result of depletion of allocated funds under the agreements and timing of renewal with the Gates Foundation aimed at accelerating the expansion of our computational software platform during 2025.
Drug discovery contribution revenue. The decrease in drug discovery contribution revenue for the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was primarily due to a decrease in funds spent during the period as a result of depletion of allocated funds under an agreement with the Gates Foundation, aimed at accelerating drug discovery in women’s health.
Cost of Revenues
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Software products and services | $ | 9,447 | $ | 8,344 | $ | 1,103 | 13% | $ | 29,759 | $ | 26,243 | $ | 3,516 | 13% | |||||||||||||||||||||||||||||||||
| Gross margin | 75 | % | 77 | % | 72 | % | 78 | % | |||||||||||||||||||||||||||||||||||||||
| Drug discovery | 14,497 | 14,797 | (300) | (2)% | 46,601 | 44,389 | 2,212 | 5% | |||||||||||||||||||||||||||||||||||||||
| Contribution | 2,294 | 3,144 | (850) | (27)% | 5,375 | 12,681 | (7,306) | (58)% | |||||||||||||||||||||||||||||||||||||||
Software products and services. The increase in cost of revenues for software products and services during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was attributable to increases of approximately $0.8 million in personnel-related expense, approximately $0.2 million in royalty expense, and approximately $0.1 million in other expenses.
The increase in cost of revenues for software products and services during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was attributable to increases of approximately $2.0 million in cloud computing expense, approximately $1.2 million in personnel-related expense, approximately $0.2 million in royalty expense, and approximately $0.1 million in other expenses.
Software products and services gross margin. Software products and services gross margin decreased during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 primarily due to an increase in expenses, partially offset by an increase in software revenue.
Drug discovery. The decrease in cost of revenues for drug discovery during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was attributable to decreases of approximately $0.4 million in CRO expense, approximately $0.2 million in cloud computing expense, and approximately $0.1 million in personnel-related expense, partially offset by increases of approximately $0.3 million in other expenses and approximately $0.1 million in royalty expense.
The increase in cost of revenues for drug discovery during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was attributable to increases of approximately $3.1 million in CRO expense, approximately $0.3 million in royalty expense, and approximately $0.1 million in personnel-related expense, partially offset by decreases of approximately $1.2 million in cloud computing expense and approximately $0.1 million in other expenses.
Contribution. The decrease in cost of revenues for contribution during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was attributable to decreases of approximately $1.1 million in CRO expense and approximately $0.4 million in personnel-related expense, partially offset by an increase of approximately $0.6 million in cloud computing expense.
39
The decrease in cost of revenues for contribution during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was attributable to decreases of approximately $3.7 million in personnel-related expense, approximately $2.5 million in CRO expense, and approximately $1.1 million in cloud computing expense.
Research and Development Expense
A significant portion of our research and development costs have been external preclinical and clinical CRO costs, which we track on a program-by-program basis related to a product candidate, once the candidate has been identified. Our internal research and development costs are primarily personnel-related costs, rent expense, and other indirect costs and are not tracked on a program-by-program basis. All other research and development costs are related to non-program related costs. The following table summarizes our research and development expense for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| External costs by program: | |||||||||||||||||||||||||||||||||||||||||||||||
| SGR-1505 | $ | 1,654 | $ | 4,431 | $ | (2,777) | (63)% | $ | 5,097 | $ | 10,801 | $ | (5,704) | (53)% | |||||||||||||||||||||||||||||||||
SGR-2921(1) | (218) | 3,557 | (3,775) | (106)% | (130) | 8,490 | (8,620) | (102)% | |||||||||||||||||||||||||||||||||||||||
| SGR-3515 | 907 | 1,911 | (1,004) | (53)% | 3,756 | 5,372 | (1,616) | (30)% | |||||||||||||||||||||||||||||||||||||||
| Other early development candidates and unallocated costs | 4,620 | 5,094 | (474) | (9)% | 17,189 | 14,807 | 2,382 | 16% | |||||||||||||||||||||||||||||||||||||||
| Total external costs for programs in preclinical and clinical development | 6,963 | 14,993 | (8,030) | (54)% | 25,912 | 39,470 | (13,558) | (34)% | |||||||||||||||||||||||||||||||||||||||
| Internal costs for discovery, preclinical and clinical development: | |||||||||||||||||||||||||||||||||||||||||||||||
| Employee compensation and benefits | 5,260 | 6,884 | (1,624) | (24)% | 22,033 | 23,839 | (1,806) | (8)% | |||||||||||||||||||||||||||||||||||||||
| Facility and other | 1,547 | 534 | 1,013 | 190% | 3,442 | 1,659 | 1,783 | 107% | |||||||||||||||||||||||||||||||||||||||
| Total internal costs | 6,807 | 7,418 | (611) | (8)% | 25,475 | 25,498 | (23) | —% | |||||||||||||||||||||||||||||||||||||||
| All other research and development | 20,320 | 20,346 | (26) | —% | 67,525 | 66,771 | 754 | 1% | |||||||||||||||||||||||||||||||||||||||
| Total research and development expense | $ | 34,090 | $ | 42,757 | $ | (8,667) | (20)% | $ | 118,912 | $ | 131,739 | $ | (12,827) | (10)% | |||||||||||||||||||||||||||||||||
(1)The development of SGR-2921 was discontinued in August 2025.
The decrease in external costs of $8.0 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was primarily attributable to a decrease in external research costs related to the discontinuation of the clinical development program for SGR-2921, as well as decreases in external research costs for SGR-1505 and SGR-3515 due to the timing of work performed and decreases in costs for our early-stage product candidates.
The decrease in external costs of $13.6 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 was primarily attributable to a decrease in external research costs related to the discontinuation of the clinical development program for SGR-2921, as well as decreases in external research costs for SGR-1505 and SGR-3515 due to the timing of work performed, partially offset by higher costs for our early-stage product candidates.
The decrease in internal costs for programs in discovery, preclinical and clinical development of $0.6 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was primarily attributable to a decrease in personnel-related expense, partially offset by an increase in facility and other expenses.
Internal costs for programs in discovery, preclinical and clinical development remained approximately consistent during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily attributable to a decrease in personnel-related expense, substantially offset by an increase in facility and other expenses.
40
All other research and development expense remained approximately consistent during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily attributable to decreases of approximately $0.8 million related to office facilities, substantially offset by increases of approximately $0.3 million related to cloud computing expense, approximately $0.3 million in personnel-related expense, and $0.2 million in other expenses.
The increase in all other research and development expense of $0.8 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 was attributable to increases of approximately $1.7 million in personnel-related expense and approximately $1.2 million in cloud computing expense, partially offset by decreases of approximately $1.8 million related to office facilities, approximately $0.2 million related to professional services, and approximately $0.1 million in travel and entertainment expenses.
Sales and Marketing Expense
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 10,040 | $ | 9,524 | $ | 516 | 5% | $ | 31,909 | $ | 30,625 | $ | 1,284 | 4% | |||||||||||||||||||||||||||||||||
The increase in sales and marketing expense during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily attributable to increases of approximately $0.4 million in travel and entertainment expense, and approximately $0.2 million in cloud computing expense, partially offset by a decrease of approximately $0.1 million in personnel-related expense.
The increase in sales and marketing expense during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily attributable to increases of approximately $0.8 million in travel and entertainment expense, approximately $0.5 million in cloud computing expense, and approximately $0.1 million related to office facilities, partially offset by a decrease of approximately $0.1 million in personnel-related expense.
General and Administrative Expense
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 20,252 | $ | 21,705 | $ | (1,453) | (7)% | $ | 65,881 | $ | 72,696 | $ | (6,815) | (9)% | |||||||||||||||||||||||||||||||||
The decrease in general and administrative expense during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was attributable to decreases of approximately $1.5 million in personnel-related expense, approximately $0.3 million in other expenses, approximately $0.1 million related to office facilities, and approximately $0.1 million in cloud computing expense, partially offset by increases of approximately $0.3 million in professional services expense and approximately $0.2 million in travel and entertainment expense.
The decrease in general and administrative expense during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was attributable to decreases of approximately $4.5 million in personnel-related expense, approximately $1.2 million in professional services expense, approximately $0.9 million in other expenses, approximately $0.1 million in cloud computing expense, and approximately $0.1 million related to office facilities.
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Change in Fair Value of Equity Investments
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Change in fair value of equity investments | $ | (14,752) | $ | 9,691 | $ | (24,443) | $ | 17,629 | $ | 1,175 | $ | 16,454 | |||||||||||||||||||||||
The change in fair value of equity investments during the three months ended September 30, 2026 was due to an approximately $15.3 million unrealized loss on our investment in Structure Therapeutics, partially offset by an unrealized gain of approximately $0.5 million on our investment in Ajax in connection with the completion of Lilly's acquisition of Ajax. The change in fair value of equity investments during the three months ended September 30, 2025 was due to an unrealized gain on our investment in Structure Therapeutics of approximately $9.7 million.
The change in fair value of equity investments during the nine months ended September 30, 2026 was due to an unrealized gain of approximately $42.6 million on our investment in Ajax in connection with the completion of Lilly's acquisition of Ajax, partially offset by an unrealized loss of approximately $25.0 million on our investment in Structure Therapeutics. The unrealized loss related to the Structure Therapeutics investment consisted of a mark-to-market loss of approximately $26.1 million on the portion of the investment held as of September 30, 2026, partially offset by a mark-to-market gain of approximately $1.1 million on the portion of the investment sold during the period. The change in fair value of equity investments during the nine months ended September 30, 2025 was due to an unrealized gain on our investment in Structure Therapeutics of approximately $1.2 million.
Other Income
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Other income | $ | 3,326 | $ | 3,623 | $ | (297) | $ | 9,015 | $ | 13,265 | $ | (4,250) | |||||||||||||||||||||||
The decrease in other income during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was attributable to a decrease of approximately $0.9 million of interest related to our investment portfolio, partially offset by favorable currency fluctuations of approximately $0.6 million.
The decrease in other income during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was attributable to a decrease of approximately $3.6 million of interest income related to our investment portfolio and unfavorable currency fluctuations of approximately $1.0 million, partially offset by an increase of approximately $0.3 million related to an interest income reclassification.
Income Tax Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Income tax expense | $ | 156 | $ | 162 | $ | (6) | $ | 1,936 | $ | 477 | $ | 1,459 | |||||||||||||||||||||||
During the three and nine months ended September 30, 2026 and 2025, we continued to recognize a full valuation allowance on our U.S. federal and state tax assets. Our income tax expense primarily represents our income tax obligations in certain states and taxes in foreign jurisdictions in which we conduct business.
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Critical Accounting Estimates
Detailed information about our critical accounting estimates is set forth in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 25, 2026. There were no material changes to our critical accounting estimates during the nine months ended September 30, 2026.
Liquidity, Capital Resources and Funding Requirements
We have a history of significant operating losses and have primarily incurred negative cash flows from operations from inception through the three months ended September 30, 2026. As of September 30, 2026, we had an accumulated deficit of $720.6 million.
We have funded our operations to date from the sale of our equity securities, including our initial public offering and our follow-on public offering, from sales of our software solutions and from upfront payments, research funding and milestone payments from our drug discovery collaborations, and from distributions on account of, or proceeds from the sale of, our equity stakes in our collaborators. Our operating cash flows are impacted by the magnitude and timing of our software sales and by the magnitude and timing of our drug discovery milestone achievements and research funding fees.
On February 28, 2024, we filed a universal shelf registration statement on Form S-3 which allows us to offer and sell an indeterminate number of shares of common stock, preferred stock, depositary shares or warrants, or an indeterminate principal amount of debt securities, from time to time pursuant to one or more offerings at prices and terms to be determined at the time of the sale.
In February 2024, we entered into an amended and restated sales agreement with Leerink Partners LLC, or Leerink Partners, as sales agent, with respect to an at-the-market offering program, or the ATM, under which we could offer and sell, from time to time pursuant to our Registration Statement on Form S-3, shares of common stock, having an aggregate offering price of up to $250.0 million through Leerink Partners. The amended and restated sales agreement amends and restates the original sales agreement that we entered into with Leerink Partners with respect to the ATM in May 2023, which is no longer in effect. No shares of common stock were sold under the ATM during the three and nine months ended September 30, 2026 and 2025. As of September 30, 2026, we had $241.1 million of common stock remaining available for sale under the ATM.
As of September 30, 2026, we had cash, cash equivalents, restricted cash, and marketable securities of $373.4 million.
We believe our existing cash, cash equivalents, and marketable securities as of September 30, 2026 will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 24 months. Our future capital requirements will depend on many factors, including the growth of our software revenue, the timing and extent of spending to support research and development efforts, the continued expansion of software sales and marketing activities, the timing and receipt of milestone payments from our collaborations, as well as spending to support, advance, and broaden our proprietary drug discovery programs, including the impact of tariffs and trade restrictions on such spending. Furthermore, our capital requirements will also change depending on the timing and receipt of any distributions we may receive from our equity stakes in our drug discovery collaborators. The potential for these distributions, and the amounts which we may be entitled to receive, are difficult to predict due to the inherent uncertainty of the events which may trigger such distributions.
We plan to utilize the existing cash, cash equivalents, and marketable securities on hand primarily to fund our software and drug discovery activities. With respect to our proprietary drug discovery programs, we plan to strategically evaluate on a program-by-program basis advancing them into and through preclinical development ourselves, entering into collaborations to co-develop them with leading industry partners, or out-licensing them to maximize their development, clinical and commercial potential. Beyond our planned investments to complete our ongoing Phase 1 dose-escalation clinical trials of SGR-1505 and SGR-3515, we do not intend to initiate additional clinical trials or advance our other proprietary preclinical programs into clinical trials independently. We plan to explore strategic partnerships for the SGR-1505 and SGR-3515 programs to advance the development of these programs beyond our ongoing Phase 1 clinical trials.
We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to maintain or expand our operations and invest in our platform, we may not be able to
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compete successfully, which would harm our business, operations and financial condition. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans.
Our contractual obligations as of September 30, 2026 include lease obligations of $150.3 million, consisting of our continuing rent obligations through December 2037, primarily for our office located in New York, New York for $119.4 million, which expires in December 2037. In addition, see Note 5, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements for information relating to our operating lease obligations.
In December 2022, we entered into an agreement with a third party to establish an exclusive integrated drug discovery dedicated facility in Hyderabad, India. The agreement contained a minimum payment obligation, which totaled $21.8 million over five years after the date of first occupancy. During the three months ended September 30, 2026, the agreement was amended to terminate the dedicated space portion of the arrangement. As a result, we are no longer subject to the previously disclosed minimum payment obligation.
In December 2025, we entered into a three-year agreement with a third-party cloud provider for compute power. The agreement contains a minimum payment obligation, which totals $82.0 million over the three years after the date we entered into the agreement.
We also enter into agreements in the normal course of business with CRO vendors for research, preclinical studies, and clinical trials, professional consultants for expert advice, and other vendors for various products and services. These contracts do not contain any minimum purchase commitments and are cancellable at any time by us, generally upon 30 days prior written notice, and therefore we believe that our non-cancelable obligations under these agreements are not material. We have also agreed to pay volume-based royalties to third parties for use of software functionality under various licensing and related agreements. See Note 2, "Significant Accounting Policies" to our audited consolidated financial statements appearing in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 for more information relating to our royalty obligations.
Cash Flows
The following table presents a summary of our cash flows for the periods shown:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Net cash (used in) provided by operating activities | $ | (96,482) | $ | 29,992 | |||||||
| Net cash provided by (used in) investing activities | 109,159 | (13,510) | |||||||||
| Net cash provided by financing activities | 3,941 | 2,734 | |||||||||
| Net increase in cash and cash equivalents and restricted cash | $ | 16,618 | $ | 19,216 | |||||||
Operating activities
During the nine months ended September 30, 2026, operating activities used approximately $96.5 million of cash, primarily due to a net loss of $91.8 million, which included a $17.6 million non-cash gain on changes in fair value of equity investments and changes to our operating assets and liabilities of $16.5 million. These items were partially offset by $25.8 million of stock-based compensation, and $3.9 million of non-cash operating expenses, depreciation, and investment accretion costs.
During the nine months ended September 30, 2025, operating activities provided approximately $30.0 million of cash, primarily due to changes to our operating assets and liabilities of $131.7 million driven by cash collections from the Novartis collaboration, $33.0 million of stock-based compensation, and $2.3 million of non-cash operating expenses, depreciation, and investment accretion costs. These items were partially offset by a net loss of $135.8 million and a $1.2 million non-cash gain on change in fair value of equity investments.
Investing activities
During the nine months ended September 30, 2026, investing activities provided approximately $109.2 million of cash, consisting of $67.5 million from the disposition and sale of equity investments and $45.9 million from marketable
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securities maturities, net of purchases. These items were partially offset by $4.2 million in cash used for purchases of property and equipment.
During the nine months ended September 30, 2025, investing activities used approximately $13.5 million of cash, consisting of $12.1 million used for the purchase of marketable securities, net of maturities, and $1.4 million in cash used for purchases of property and equipment.
Financing activities
During the nine months ended September 30, 2026, financing activities provided approximately $3.9 million of cash, primarily attributable to proceeds received upon stock option exercises.
During the nine months ended September 30, 2025, financing activities provided approximately $2.7 million of cash, primarily attributable to proceeds received upon stock option exercises.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in our reported market risks or risk management policies since the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 25, 2026.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of September 30, 2026. The term “disclosure controls and procedures,” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation of our disclosure controls and procedures as of September 30, 2026, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings.
Item 1A. Risk Factors.
You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Quarterly Report and our other public filings with the SEC. The risks described below are not the only risks facing our company. The occurrence of any of the following risks, or of additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could cause our business, prospects, operating results, and financial condition to suffer materially.
Risks Related to Our Financial Position and Need for Additional Capital
We have a history of significant operating losses, and we expect to incur losses over the next several years.
We have a history of significant operating losses. Our net loss for the three months ended September 30, 2026 was $37.7 million. Our net loss for the nine months ended September 30, 2026 was $91.8 million. Our net loss for the three and nine months ended September 30, 2025 was $32.8 million and $135.8 million, respectively. Our net loss for the years ended December 31, 2025 and 2024 was $103.3 million and $187.1 million, respectively. As of September 30, 2026, we had an accumulated deficit of $720.6 million.
Our operating expenses may increase as we continue to invest in our computational platform, sales and marketing infrastructure, and proprietary drug discovery programs. We are still in the early stages of development of our own proprietary drug discovery programs. We have no drug products approved or licensed for commercial sale, and as such, have not generated any revenue from our own drug product sales to date. We expect to continue to incur significant expenses and operating losses over the next several years. Our operating expenses and net income or loss may fluctuate significantly from quarter to quarter and year to year and you should not rely upon the results of any quarterly or annual periods as indications of future results. Our expenses could increase if and as we:
•continue to invest in and develop our computational platform and software solutions;
•continue our research and development efforts for our proprietary drug discovery programs;
•conduct preclinical studies for any of our product candidates and complete our ongoing Phase 1 dose-escalation clinical trials for SGR-1505 and SGR-3515;
•prepare and make regulatory submissions for any of our product candidates;
•maintain, expand, enforce, defend, and protect our intellectual property;
•hire additional software engineers, programmers, sales and marketing, and other personnel to support our software business and other commercial operations;
•hire additional scientific personnel; and
•add operational, financial, and management information systems and personnel to support our operations as a public company.
If we are unable to increase sales of our software, increase revenue from our drug discovery collaborations, or if we and our current and future collaborators are unable to successfully develop and commercialize drug products, our revenues may be insufficient for us to achieve or maintain profitability.
To achieve and maintain profitability, we must succeed in significantly increasing our software sales and increasing revenue from our drug discovery collaborations, or we and our current or future collaborators must succeed in developing, and eventually commercializing, a drug product or drug products that generate significant revenue. We currently generate revenues from the sales of our software solutions and from achieving milestones under our collaborative drug discovery programs, and we expect to continue to derive most of our revenue from sales of our software and from achieving such milestones until such time as our or our collaborators’ drug development and commercialization efforts are successful, if ever. As such, increasing sales of our software to existing customers, successfully marketing our software to new customers, and achieving milestones under our drug discovery collaborations are critical to our success. Demand for
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our software solutions may be affected by a number of factors, including continued market acceptance by the biopharmaceutical industry, market adoption of our software solutions beyond the biopharmaceutical industry including for materials science applications, the ability of our platform to identify more promising molecules and accelerate and lower the costs of discovery as compared to traditional methods, timing of development and release of new offerings by our competitors, technological change, and the rate of growth in our target markets. If we are unable to continue to meet the demands of our customers, our business operations, financial results, and growth prospects will be adversely affected.
Achieving success in drug development will require us or our current or future collaborators to be effective in a range of challenging activities, including completing preclinical testing and clinical trials of product candidates, obtaining regulatory approval for these product candidates and manufacturing, marketing, and selling any products for which we or they may obtain regulatory approval. We are only in the early stages of most of these activities, and none of our current drug discovery collaborators have completed clinical development of any product candidate. We and our drug discovery collaborators may never succeed in these activities and, even if we do, we may never generate revenues that are significant enough to achieve and sustain profitability, or even if our collaborators do, we may not receive option fees, milestone payments, or royalties from them that are significant enough for us to achieve and sustain profitability. Because of the intense competition in the market for our software solutions and the numerous risks and uncertainties associated with biopharmaceutical product development, we are unable to accurately predict when, or if, we will be able to achieve or sustain profitability.
Even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our research and development efforts, increase sales of our software, develop a pipeline of product candidates, enter into collaborations, or even continue our operations. A decline in the value of our company could also cause our stockholders to lose all or part of their investment.
Our revenue has and may continue to fluctuate from quarter-to-quarter and year-to-year. For example, our total revenues increased by 8% from $168.6 million in the nine months ended September 30, 2025 to $182.0 million in the nine months ended September 30, 2026, and increased by 23% from $207.5 million in the fiscal year ended December 31, 2024 to $255.9 million in the fiscal year ended December 31, 2025. Although we have experienced revenue growth in certain periods, we have also experienced a decline in revenue in certain periods, and we may not be able to sustain revenue growth and we may experience certain periods of revenue decline. In addition, we have accelerated our efforts to transition customers from on-premise software arrangements to hosted software contracts. As a result of this transition, we expect future quarterly and annual revenue trends to be impacted, as revenue associated with hosted software arrangements is generally recognized over the term of the contract, rather than at a point in time, and may differ in timing and pattern from revenue recognized under on-premise software arrangements. This transition is expected to affect the timing and mix of revenue recognition in future periods and as a result, we expect revenue to decline in the near-term as the transition progresses. You should not consider our revenue growth in prior periods as indicative of our future performance. As we grow our business, our revenue growth rates may slow in future periods.
Our quarterly and annual results may fluctuate significantly, which could adversely impact the value of our common stock.
Our results of operations, including our revenues, gross margin, profitability, and cash flows, have historically varied from period to period, and we expect that they will continue to do so. As a result, period-to-period comparisons of our operating results may not be meaningful, and our quarterly and annual results should not be relied upon as an indication of future performance. Our quarterly and annual financial results may fluctuate as a result of a variety of factors, many of which are outside of our control. Factors that may cause fluctuations in our quarterly and annual financial results include, without limitation, those listed elsewhere in this "Risk Factors" section and those listed below:
•customer renewal rates and the timing and terms of customer renewals, including the seasonality of customer renewals of our on-premise software arrangements, for which revenue historically has been recognized at a single point in time in the first and fourth quarter of each fiscal year;
•our ability to attract new customers for our software;
•the addition or loss of large customers, including through acquisitions or consolidations of such customers;
•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;
•network outages or security breaches;
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•industry and market conditions, including within the life sciences industry;
•general economic conditions, including the impact of increasing or decreasing inflation and interest rates and the impact of tariffs and trade restrictions;
•our ability to collect receivables from our customers;
•the amount of software purchased by our customers, including the mix of on-premise and hosted software sold during a period;
•variations in the timing of the sales of our software, which may be difficult to predict;
•changes in the pricing of our solutions and in our pricing policies or those of our competitors;
•the timing and success of the introduction of new software solutions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers, or strategic collaborators;
•changes in the fair value or HLBV of or receipt of distributions or proceeds on account of the equity interests we hold in our drug discovery collaborators, such as Structure Therapeutics, Ajax Therapeutics, Nimbus, and Tectora;
•the success of our drug discovery collaborators in developing and commercializing drug products for which we are entitled to receive milestone payments or royalties;
•the timing of the recognition of milestones achieved under our collaborative programs;
•variations in the number and size of milestones achieved under our collaborative programs;
•the timing of recognition of revenue from any payments from entering into collaborations or out-licensing our proprietary drug discovery programs, such as under our collaboration agreement with Novartis Pharma AG, or Novartis; and
•the timing of expenses related to our drug discovery programs, the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.
In addition, because we recognize revenues from our hosted software solutions ratably over the term of the agreement, a significant upturn or downturn in sales of our hosted software solutions may not be reflected immediately in our operating results. As a result of these factors, we believe that period-to-period comparisons of our operating results are not a good indication of our future performance and that our interim financial results are not necessarily indicative of results for a full year or for any subsequent interim period.
We will likely require additional capital to fund our operations. If we are unable to raise additional capital on terms acceptable to us or at all or generate cash flows necessary to maintain or expand our operations, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
We expect to devote substantial financial resources to our ongoing and planned activities, including the development of drug discovery programs and continued investment in our computational platform. We expect our expenses to increase in connection with our ongoing and planned activities, particularly as we advance our proprietary drug discovery programs, initiate or progress preclinical and Investigational New Drug, or IND,-enabling studies, progress clinical trials and invest in the further development of our computational platform. In addition, though not our current strategy, if we decide to complete clinical development and seek regulatory approval on our own, we expect to incur significant additional expenses. Furthermore, we incur additional costs associated with operating as a public company, as compared to when we were a private company.
Our current drug discovery collaborators, from whom we are entitled to receive milestone payments upon achievement of various development, regulatory, and commercial milestones as well as royalties on commercial sales, if any, under the collaboration agreements that we have entered into with them, face numerous risks in the development of drugs, including the conduct of preclinical and clinical testing, obtaining regulatory approval, and achieving product sales. In addition, the amounts we are entitled to receive upon the achievement of such milestones tend to be smaller for near-term development milestones and increase if and as a collaborative product candidate advances through regulatory development to commercialization and will vary depending on the level of commercial success achieved, if any. We do not anticipate receiving significant milestone payments from many of our drug discovery collaborators for several years, if at
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all, and our drug discovery collaborators may never achieve milestones that would result in significant cash payments to us. In addition, while we have equity stakes in a number of our collaborators, the value of these equity stakes can vary significantly based on a number of factors beyond our control, and there can be no assurance that we can rely on such equity as capital to fund our operations. For these reasons we may need, or choose, to obtain additional capital to fund our continuing operations.
As of September 30, 2026, we had cash, cash equivalents, restricted cash, and marketable securities of $373.4 million. We believe that our existing cash, cash equivalents, and marketable securities as of September 30, 2026 will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 24 months. However, we have based this estimate on assumptions that may prove to be wrong, and our operating plans may change as a result of many factors currently unknown to us. As a result, we could deplete our capital resources sooner than we currently expect.
Our future capital requirements will depend on many factors, including:
•the growth of our software revenue;
•the timing and extent of spending to support research and development efforts;
•the continued expansion of software sales and marketing activities;
•the timing and receipt of payments from our drug discovery collaborations;
•spending to support, advance, and broaden our proprietary drug discovery programs, including the impact of tariffs and trade restrictions on such spending; and
•the timing and receipt of any distributions or proceeds we may receive from our equity stakes in our drug discovery collaborators.
In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. If we are unable to raise additional capital on terms acceptable to us or at all or generate cash flows necessary to maintain or expand our operations and invest in our computational platform, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
Raising additional capital may cause dilution to our stockholders, restrict our operations, or require us to relinquish rights to our technologies or drug programs.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights as common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, selling or licensing our assets, making product acquisitions, making capital expenditures, or declaring dividends.
If we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us or agree to exploit a drug development target exclusively for one of our collaborators when we may prefer to pursue the drug development target for ourselves.
If our estimates, judgments or assumptions relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, known trends and events, our beliefs of what could occur in the future considering available information and various other factors that we believe to be reasonable under the circumstances, as provided in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" of our Annual Report on
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Form 10-K for the year ended December 31, 2025. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant judgment, assumptions and estimates used in preparing our consolidated financial statements include, with respect to revenue, determining the allocation of the transaction price and measurement of progress, including (1) the constraint on variable consideration, (2) the identification of performance obligations and the allocation of the transaction price to the performance obligations using their standalone selling price basis, and (3) the appropriate input or output based method to recognize collaboration revenue and the extent of progress to date.
Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.
Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, alter our operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position, and profit.
Risks Related to Our Software
If our existing customers do not renew their licenses, do not buy additional solutions from us, or renew at lower prices, our business and operating results will suffer.
We expect to continue to derive a significant portion of our software revenues from renewal of existing license agreements. As a result, maintaining the renewal rate of our existing customers and selling additional software solutions to them is critical to our future operating results. Factors that may affect the renewal rate for our customers and our ability to sell additional solutions to them include:
•the price, performance, and functionality of our software solutions;
•the availability, price, performance, and functionality of competing software solutions;
•the effectiveness of our professional services;
•our ability to develop or acquire complementary software solutions, applications, and services;
•the success of competitive products or technologies;
•the stability, performance, and security of our technological infrastructure;
•the business environment of our customers;
•the willingness of our customers to continue to adopt computational approaches to drug discovery, which can be impacted by changes in our customer’s management and/or scientific personnel; and
•the decisions of our customers to discontinue or reduce the amount of drug discovery they undertake internally.
We deliver our software through either (i) a product license that permits our customers to install the software solution directly on their own in-house hardware and use it for a specified term, or (ii) a subscription that allows our customers to access the cloud-based software solution on their own hardware without taking control of the licenses. Our customers have no obligation to renew their product licenses or subscriptions for our software solutions after the license term expires, which is typically after one year, and many of our contracts may be terminated or reduced in scope either immediately or upon notice. In addition, our customers may negotiate terms less advantageous to us upon renewal, which may reduce our revenues from these customers. Factors that are not within our control may contribute to a reduction in our software revenues. For instance, our customers may reduce the number of their employees who are engaged in research and who would have use of our software, which would result in a corresponding reduction in the number of user licenses needed for some of our solutions and thus a lower aggregate renewal fee. The loss, reduction in scope, or delay of a large contract, or the loss or delay of multiple contracts, could materially adversely affect our business.
Our future operating results also depend, in part, on our ability to sell new software solutions and licenses to our existing customers. For example, the willingness of existing customers to license our software will depend on our ability to
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scale and adapt our existing software solutions to meet the performance and other requirements of our customers, which we may not do successfully. If our customers fail to renew their agreements, renew their agreements upon less favorable terms or at lower fee levels, or fail to purchase new software solutions and licenses from us, our revenues may decline and our future revenues may be negatively impacted.
Our software sales cycle can vary and be long and unpredictable.
The timing of sales of our software solutions is difficult to forecast because of the length and unpredictability of our sales cycle. We sell our solutions primarily to biopharmaceutical companies, and our sales cycles can be as long as nine to twelve months or longer. Further, the length of time that potential customers devote to their testing and evaluation, contract negotiation, and budgeting processes varies significantly, depending on the size of the organization and the nature of their needs. In addition, we might devote substantial time and effort to a particular unsuccessful sales effort, and as a result, we could lose other sales opportunities or incur expenses that are not offset by an increase in revenue, which could harm our business.
A significant portion of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could adversely affect our software sales.
A significant portion of our current software sales are to customers in the life sciences industry, in particular the biopharmaceutical industry. Demand for our software solutions could be affected by factors that adversely affect the life sciences industry. The life sciences industry is highly regulated and competitive and has experienced periods of considerable consolidation. Consolidation among our customers could cause us to lose customers, decrease the available market for our solutions, and adversely affect our business. In addition, changes in regulations that make investment in the life sciences industry less attractive or drug development more expensive could adversely impact the demand for our software solutions. For these reasons and others, selling software to life sciences companies can be competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that we will successfully complete a software sale. Accordingly, our operating results and our ability to efficiently provide our solutions to life sciences companies and to grow or maintain our customer base could be adversely affected as a result of factors that affect the life sciences industry generally.
We also intend to continue leveraging our solutions for broad application to industrial challenges in molecule design, including in the fields of aerospace, energy, semiconductors, electronic displays and chemicals. However, we believe the materials science industry is in the very early stages of recognizing the potential of computational methods for molecular discovery, and there can be no assurance that the industry will adopt computational methods such as our platform. Any factor adversely affecting our ability to market our software solutions to customers outside of the life sciences industry, including in these new fields, could increase our dependence on the life sciences industry and adversely affect the growth rate of our revenues, operating results, and business.
The use of artificial intelligence and machine learning technologies in our business operations and product offerings may expose us to risks that could harm our competitive position and have a material adverse effect on our business and results of operations.
We incorporate artificial intelligence, or AI, and machine learning technologies into our platform and other business operations. The development and use of AI present risks and challenges that could adversely affect our business. The procurement of third-party AI tools and the development of our own, including Bunsen, our agentic AI co-scientist, have required and are expected to continue requiring significant investment, and if, for the reasons described below and other reasons, we are unable to realize the benefits of this investment, our business, financial condition, and results of operations could be adversely affected. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, or otherwise leverage AI in a manner that adversely impacts our business, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, inappropriate, or biased, or if the use of AI results in, or is alleged to have resulted in, the infringement of the intellectual property of third parties or violations of other rights of third parties, we may be subject to legal claims or liability and our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in data leakage or unauthorized exposure of data, including confidential business information, the personal data of end users, or other sensitive information. Such leakage or unauthorized exposure of data related to the use of AI applications could result in legal claims or liability or otherwise adversely affect our reputation and results of operations. AI also presents emerging ethical and regulatory issues and if our use of AI becomes controversial, we may experience brand or
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reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including the development of government regulation of AI and automated decision-making technology more generally, may require significant resources to continually develop, test, and maintain our platform so that we can implement AI and automated decision-making technology in a manner that complies with applicable laws and regulations. Increased regulation could also limit or impair our ability to develop and deploy AI technology within our platform. If we fail to effectively implement, manage, or adapt to AI technologies, or if we are unable to address the risks associated with their use, we may be exposed to reputational harm, liability, loss of proprietary information, or competitive disadvantage, any of which could have a material adverse effect on our business, financial condition, and results of operations.
The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely affected.
The overall market for molecular discovery and design software is global, rapidly evolving, competitive, and subject to changing technology and shifting customer interests and priorities. Our software solutions face competition from competitors in the business of selling or providing simulation and modeling software to biopharmaceutical companies. These competitors include BIOVIA, a brand of Dassault Systèmes SE, or BIOVIA; Chemical Computing Group (US) Inc.; Cresset Biomolecular Discovery Limited; OpenEye, a brand of Cadence Design Systems, Inc.; Optibrium Limited; Cyrus Biotechnology, Inc.; Molsoft LLC; Insilico Medicine, Inc.; Iktos; XtalPi Inc.; Inductive Bio, Inc.; Certara, Inc., including Chemaxon; and Revvity Signals.
We also have competitors in materials science, such as BIOVIA and Materials Design, Inc., and in enterprise software for the life sciences, such as BIOVIA, Certara USA, Inc., Revvity Signals, and Dotmatics, a brand of Siemens. In some cases, these competitors are well-established providers of these solutions and have long-standing relationships with many of our current and potential customers, including large biopharmaceutical companies. In addition, there are academic consortia that develop physics-based simulation programs for life sciences and materials applications. In the life sciences industry, the most prominent academic simulation packages include AMBER, CHARMM, GROMACS, GROMOS, OpenMM, and OpenFF. These packages are primarily maintained and developed by graduate students and post-doctoral researchers, often without the intent of commercialization. Companies distributing simulation based methods also face competition from proprietary and open source AI-based methods such as AlphaFold3, Chai-3, Boltz-2, and OpenFold. These proprietary and open source methods may be developed and released by commercial entities, including for example, Alphabet, Chai Discovery, and Boltz; or by academic consortiums, including for example, OpenFold.
We also face competition from solutions that biopharmaceutical companies develop internally and from smaller companies that offer products and services directed at more specific markets than we target, enabling these smaller competitors to focus a greater proportion of their efforts and resources on these markets, as well as a large number of companies that have been founded with the goal of applying machine learning technologies to drug discovery.
Many of our competitors are able to devote greater resources to the development, promotion, and sale of their software solutions and services. It is possible that our efforts in proprietary drug discovery will result in loss of management focus and resources relating to our software business, thereby resulting in decreasing revenues from our software business. Furthermore, third parties with greater available resources and the ability to initiate or withstand substantial price competition could acquire our current or potential competitors. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. If our competitors’ products, services, or technologies become more accepted than our solutions, if our competitors are successful in bringing their products or services to market earlier than ours, if our competitors are able to respond more quickly and effectively to new or changing opportunities, technologies, or customer requirements, or if their products or services are more technologically capable than ours, then our software revenues could be adversely affected.
In addition, we are facing increasing competition from companies utilizing AI and other computational approaches for drug discovery. Some of these competitors are involved in drug discovery themselves and/or with partners, and others develop software or other tools utilizing AI which can be used, directly or indirectly, in drug discovery. To the extent these other AI approaches to drug discovery prove to be successful, or more successful, than our approach, the demand for our platform could be adversely affected, which could affect our software demand as well as reduce the demand for us as a collaborator in drug discovery.
We may be required to decrease our prices or modify our pricing practices in order to attract new customers or retain existing customers due to increased competition. Pricing pressures and increased competition could result in reduced
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sales, reduced margins, losses, or a failure to maintain or improve our competitive market position, any of which could adversely affect our business.
We have invested and expect to continue to invest in research and development efforts that further enhance our computational platform. Such investments may affect our operating results, and, if the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.
We have invested and expect to continue to invest in research and development efforts that further enhance our computational platform, often in response to our customers’ requirements. These investments may involve significant time, risks, and uncertainties, including the risk that the expenses associated with these investments may affect our margins and operating results and that such investments may not generate sufficient revenues to offset liabilities assumed and expenses associated with these new investments. The software industry changes rapidly as a result of technological and product developments, which may render our solutions less desirable. For example, in recent years, a number of companies have entered the drug discovery industry utilizing different AI approaches. While we believe we compete favorably and are meaningfully differentiated from such approaches with the combination of our physics-based computational platform and machine learning capabilities, the success of other such AI approaches to drug discovery could impact the demand for our solutions. We believe that we must continue to invest a significant amount of time and resources in our platform and software solutions to maintain and improve our competitive position. If we do not achieve the benefits anticipated from these investments, if the achievement of these benefits is delayed, if technological developments render our solutions less desirable, or if a slowdown in general computing power impacts the rate at which we expect our physics-based simulations to increase in power and domain applicability, our revenue and operating results may be adversely affected.
If we are unable to collect receivables from our customers, our operating results may be adversely affected.
While the majority of our current customers are well-established, large companies and universities, we also provide software solutions to smaller companies. Our financial success depends upon the creditworthiness and ultimate collection of amounts due from our customers, including our smaller customers with fewer financial resources. If we are not able to collect amounts due from our customers, we may be required to write-off significant accounts receivable and recognize bad debt expenses, which could materially and adversely affect our operating results.
Defects or disruptions in our solutions could result in diminishing demand for our solutions, a reduction in our revenues, and subject us to substantial liability.
Our software business and the level of customer acceptance of our software depend upon the continuous, effective, and reliable operation of our software and related tools and functions. Our software solutions are inherently complex and may contain defects or errors. Errors may result from our own technology or from the interface of our software solutions with legacy systems and data, which we did not develop. The risk of errors is particularly significant when a new software solution is first introduced or when new versions or enhancements of existing software solutions are released. We have from time to time found defects in our software, and new errors in our existing software may be detected in the future. Any errors, defects, disruptions, or other performance problems with our software could hurt our reputation and may damage our customers’ businesses. If that occurs, our customers may delay or withhold payment to us, cancel their agreements with us, elect not to renew, make service credit claims, warranty claims, or other claims against us, and as a result, we could lose future sales. The occurrence of any of these events could result in diminishing demand for our software, a reduction of our revenue, an increase in collection cycles for accounts receivable, require us to increase our warranty provisions, or incur the expense of litigation or substantial liability.
We rely upon third-party providers of cloud-based infrastructure to host our software solutions. Any disruption in the operations of these third-party providers, limitations on capacity, or interference with our use could adversely affect our business, financial condition, and results of operations.
We outsource substantially all of the infrastructure relating to our hosted software solutions to third-party hosting services. Customers of our hosted software solutions need to be able to access our computational platform at any time, without interruption or degradation of performance, and we provide them with service-level commitments with respect to uptime. Our hosted software solutions depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features, and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers. Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new customers or expand the usage of our existing customers, which could adversely affect our business, financial condition, and results of
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operations. In addition, any incident affecting our third-party hosting services’ infrastructure that may be caused by cyber-attacks, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist or other attacks, and other similar events beyond our control could negatively affect our cloud-based solutions. A prolonged service disruption affecting our cloud-based solutions for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.
In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our hosted software solutions for deployment on a different cloud infrastructure service provider, which could adversely affect our business, financial condition, and results of operations.
If our security measures are breached or unauthorized access to customer data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of or stop using our solutions, and we may incur significant liabilities.
Our solutions involve the collection, analysis, and storage of our customers’ proprietary information and sensitive proprietary data related to the discovery efforts of our customers. As a result, unauthorized access or security breaches, as a result of third-party action, employee error, malfeasance, or otherwise could result in the loss of information, litigation, indemnity obligations, damage to our reputation, and other liability. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, if our employees fail to adhere to practices we have established to maintain a firewall between our drug discovery group, which we refer to as the Schrödinger therapeutics group, and our teams that work with software customers, or if the technical solutions we have adopted to maintain the firewall malfunction, our customers and collaborators may lose confidence in our ability to maintain the confidentiality of their intellectual property, we may have trouble attracting new customers and collaborators, we may be subject to breach of contract claims by our customers and collaborators, and we may suffer reputational and other harm as a result. Any or all of these issues could adversely affect our ability to attract new customers, cause existing customers to elect not to renew their licenses, result in reputational damage or subject us to third-party lawsuits or other action or liability, which could adversely affect our operating results. Our insurance may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses, and losses we could incur to respond to and remediate a security breach.
Any failure to offer high-quality technical support services could adversely affect our relationships with our customers and our operating results.
Our customers depend on our support organization to resolve technical issues relating to our solutions, as our software requires expert usage to fully exploit its capabilities. Certain of our customers also rely on us to troubleshoot problems with the performance of the software, introduce new features requested for specific customer projects, inform them about the best way to set up and analyze various types of simulations and illustrate our techniques for drug discovery using examples from publicly available data sets. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for these support services. Increased customer demand for our services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the reputation of our solutions and business and on positive recommendations from our existing customers. Any failure to offer high-quality technical support, or a market perception that we do not offer high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers and our business and operating results.
Our solutions utilize third-party open-source software, and any failure to comply with the terms of one or more of these open-source software licenses could adversely affect our business or our ability to sell our software solutions, subject us to litigation, or create potential liability.
Our solutions include software licensed by third parties under any one or more open-source licenses, including the GNU General Public License, the GNU Lesser General Public License, the GNU Affero General Public License, the BSD License, the MIT License, the Apache License, and others, and we expect to continue to incorporate open-source software
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in our solutions in the future. Moreover, we cannot ensure that we have effectively monitored our use of open-source software or that we are in compliance with the terms of the applicable open-source licenses or our current policies and procedures. There have been claims against companies that use open-source software in their products and services asserting that the use of such open-source software infringes the claimants’ intellectual property rights. As a result, we and our customers could be subject to suits by third parties claiming that what we believe to be licensed open-source software infringes such third parties’ intellectual property rights, and we may be required to indemnify our customers against such claims. Additionally, if an author or other third party that distributes such open-source software were to allege that we had not complied with the conditions of one or more of these licenses, we or our customers could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our solutions that contain the open-source software and required to comply with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions. Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to devote additional research and development resources to change our solutions.
Use of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities. In addition, certain open-source licenses require that source code for software programs that interact with such open-source software be made available to the public at no cost and that any modifications or derivative works to such open-source software continue to be licensed under the same terms as the open-source software license. The terms of various open-source licenses have not been interpreted by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions. By the terms of certain open-source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open-source licenses, if we combine our proprietary software with open-source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open-source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions. Disclosing our proprietary source code could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales. Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our revenue, business, results of operations, and financial condition and the market price of our shares.
Risks Related to Drug Discovery
We may never realize a return on our investment of resources and cash in our drug discovery collaborations.
We use our computational platform to provide drug discovery services to collaborators who are engaged in drug discovery and development. These collaborators include start-up companies, pre-commercial biotechnology companies, and large-scale pharmaceutical companies. When we engage in drug discovery with these collaborators, we typically provide access to our platform and platform experts who assist the drug discovery collaborator in identifying molecules that have activity against one or more specified protein targets. We historically have not received significant initial cash consideration for these services, except for the upfront payment of $55.0 million we received from Bristol Myers Squibb Company, or BMS, upon entry into our collaboration agreement with BMS and the upfront payment of $150.0 million that we received in January 2025 from Novartis in connection with our entry into the research collaboration and license agreement with Novartis. However, we have received equity consideration in certain of our collaborators and/or the right to receive option fees, cash milestone payments upon the achievement of specified development, regulatory, and commercial sales milestones for the drug discovery targets, and potential royalties. From time to time, we have also made additional equity investments in our drug discovery collaborators.
We may never realize a return on our investment of resources and cash in our drug discovery collaborations. Clinical drug development involves a lengthy and expensive process, with an uncertain outcome. Our drug discovery collaborators may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of any product candidates. In addition, our ability to realize return from our drug discovery collaborations is subject to the following risks:
•drug discovery collaborators have significant discretion in determining the amount and timing of efforts and resources that they will apply to our collaborations and may not perform their obligations as expected;
•drug discovery collaborators may not pursue development or commercialization of any product candidates for which we are entitled to option fees, milestone payments, or royalties or may elect not to continue or
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renew development or commercialization programs based on results of clinical trials or other studies, changes in the collaborator’s strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;
•drug discovery collaborators may delay clinical trials for which we are entitled to milestone payments;
•we may not have access to, or may be restricted from disclosing, certain information regarding our collaborators’ product candidates being developed or commercialized and, consequently, may have limited ability to inform our stockholders about the status of, and likelihood of achieving, milestone payments or royalties under such collaborations;
•drug discovery collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with any product candidates and products for which we are entitled to milestone payments or royalties if the collaborator believes that the competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive;
•product candidates discovered in drug discovery collaborations with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause our collaborators to cease to devote resources to the commercialization of any such product candidates;
•existing drug discovery collaborators and potential future drug discovery collaborators may begin to perceive us to be a competitor more generally, particularly as we advance our proprietary drug discovery programs, and therefore may be unwilling to continue existing collaborations with us or to enter into new collaborations with us;
•a drug discovery collaborator may fail to comply with applicable regulatory requirements regarding the development, manufacture, distribution, or marketing of a product candidate or product, which may impact our ability to receive milestone payments;
•disagreements with drug discovery collaborators, including disagreements over intellectual property or proprietary rights, contract interpretation, or the preferred course of development, might cause delays or terminations of the research, development, or commercialization of product candidates for which we are eligible to receive milestone payments, or might result in litigation or arbitration;
•drug discovery collaborators may not properly obtain, maintain, enforce, defend or protect our intellectual property or proprietary rights or may use our proprietary information in such a way as to potentially lead to disputes or legal proceedings that could jeopardize or invalidate our or their intellectual property or proprietary information or expose us and them to potential litigation;
•drug discovery collaborators may infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of third parties, which may expose us to litigation and potential liability;
•drug discovery collaborators could suffer from operational delays as a result of global health impacts; and
•drug discovery collaborations may be terminated prior to our receipt of any significant value from the collaboration, which has happened to us in the past and may happen to us again in the future.
Our drug discovery collaborations may not lead to development or commercialization of product candidates that results in our receipt of option fees, milestone payments, or royalties in a timely manner, or at all. If any drug discovery collaborations that we enter into do not result in the successful development and commercialization of drug products that result in option fees, milestone payments, or royalties to us, we may not receive return on the resources we have invested in the drug discovery collaboration. Moreover, even if a drug discovery collaboration initially leads to the achievement of milestones that result in payments to us, it may not continue to do so.
We also rely on collaborators for the development and potential commercialization of product candidates we discover internally when we believe it will help maximize clinical and commercial opportunities for the product candidate. For example, under our research collaboration and license agreement with Novartis, we are responsible, together with Novartis, for the discovery of small molecule compounds directed against specified targets pursuant to mutually agreed research plans. After the identification of a development candidate in any project plan, Novartis will be solely responsible for the further preclinical and clinical development, manufacturing and commercialization of products containing all compounds resulting from such project plan. We cannot be certain that we will successfully identify development candidates for Novartis to develop and commercialize under our research collaboration and license agreement. Further, Novartis may not achieve the discovery, development, and commercial milestones for those development candidates that would result in additional payments to us.
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We may not realize returns on our equity investments in our drug discovery collaborators.
We may not realize returns on our equity investments in our drug discovery collaborators. None of the drug discovery collaborators in which we hold equity generate revenue from commercial sales of drug products. They are therefore dependent on the availability of capital on favorable terms to continue their operations. In addition, if the drug discovery collaborators in which we hold equity raise additional capital, our ownership interest in and degree of control over these drug discovery collaborators will be diluted, unless we have sufficient resources and choose to invest in the drug discovery collaborator further or successfully negotiate contractual anti-dilution protections for our equity investment. The financial success of our equity investment in any collaborator will likely be dependent on a liquidity event, such as a public offering, acquisition, or other favorable market event reflecting appreciation in the value of the equity we hold. The capital markets for public offerings and acquisitions are dynamic, and the likelihood of liquidity events for the companies in which we hold equity interests could significantly worsen. Further, valuations of privately held companies are inherently complex due to the lack of readily available market data. If we determine that any of our investments in such companies have experienced a decline in value, we may be required to record an impairment, which could negatively impact our financial results. The fair value of our equity interests in public companies, such as Structure Therapeutics, may fluctuate significantly in future periods since we determine the fair value of such equity interests based on the market value of such companies’ common stock as of a given reporting date. All of the equity we hold in our drug discovery collaborators is subject to risk of partial or total loss of our investment.
Our drug discovery collaborators have significant discretion in determining when to make announcements, if any, about the status of our collaborations, including about clinical developments and timelines for advancing collaborative programs, and the price of our common stock may decline as a result of announcements of unexpected results or developments.
Our drug discovery collaborators have significant discretion in determining when to make announcements about the status of our collaborations, including about preclinical and clinical developments and timelines for advancing the collaborative programs. While as a general matter we intend to periodically report on the status of our collaborations, our drug discovery collaborators, and in particular, our privately-held collaborators, may wish to report such information more or less frequently than we intend to or may not wish to report such information at all. The price of our common stock may decline as a result of the public announcement of unexpected results or developments in our collaborations, or as a result of our collaborators withholding such information.
Although we believe that our computational platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery, our efforts in using our platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for us or our collaborators.
Our scientific approach focuses on using our platform technology to conduct "computational assays" that leverage our deep understanding of physics-based modeling and theoretical chemistry to design molecules and predict their key properties without conducting time-consuming and expensive physical experiments. Our computational platform underpins our software solutions, our drug discovery collaborations and our own proprietary drug discovery programs.
While the results of certain of our drug discovery collaborators suggest that our platform is capable of accelerating drug discovery and identifying high quality product candidates, these results do not assure future success for our drug discovery collaborators or for us with our proprietary drug discovery programs.
Even if we or our drug discovery collaborators are able to develop product candidates that demonstrate potential in preclinical studies, we or they may not succeed in demonstrating safety and efficacy of product candidates in human clinical trials. For example, in collaboration with us, Nimbus was able to identify a unique series of acetyl-CoA carboxylase, or ACC, allosteric protein-protein interaction inhibitors with favorable pharmaceutical properties that inhibit the activity of the ACC enzyme. Nimbus achieved proof of concept in a Phase 1b clinical trial of its ACC inhibitor, firsocostat, and later sold the program to Gilead Sciences, Inc., or Gilead Sciences, in a transaction valued at approximately $1.2 billion, comprised of an upfront payment and earn outs. Of this amount, $601.3 million has been paid to Nimbus to date, and we received a total of $46.0 million in cash distributions in 2016 and 2017. In December 2019, Gilead Sciences announced topline results from its Phase 2 clinical trial which included firsocostat, both as a monotherapy and in combination with other investigational therapies for advanced fibrosis due to nonalcoholic steatohepatitis, in which the primary endpoint was not met. Gilead Sciences completed a Phase 2b clinical trial evaluating firsocostat in combination with Novo Nordisk A/S’s semaglutide, a GLP-1 receptor agonist, for compensated cirrhosis due to nonalcoholic steatohepatitis. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and
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many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their product candidates.
We may not be successful in our efforts to identify, discover or develop product candidates and may fail to capitalize on programs, collaborations, or product candidates that may present a greater commercial opportunity or for which there is a greater likelihood of success.
Research programs to identify new product candidates require substantial technical, financial, and human resources. As an organization, we are advancing SGR-1505, our clinical-stage MALT1 inhibitor, and SGR-3515, our clinical-stage Wee1/Myt1 inhibitor, and we may fail to identify additional product candidates for development. Similarly, a key element of our business plan is to expand the use of our computational platform through an increase in software sales and drug discovery collaborations. A failure to demonstrate the utility of our platform by successfully using it ourselves to discover internal product candidates could harm our business prospects.
Because we have limited resources, we focus our research programs on protein targets where we believe our computational assays are a good substitute for experimental assays, where we believe it is theoretically possible to discover a molecule with properties that are required for the molecule to become a drug and where we believe there is a meaningful commercial opportunity, among other factors. The focus of our initial proprietary drug discovery programs was in the area of oncology, and we have only recently begun expanding into other therapeutic areas, including neurology and immunology. We may forego or delay pursuit of opportunities with certain programs, collaborations, or product candidates or for indications that later prove to have greater commercial potential. However, the development of any product candidate we pursue may ultimately prove to be unsuccessful or less successful than another potential product candidate that we might have chosen to pursue on a more aggressive basis with our capital resources. If we do not accurately evaluate the commercial potential for a particular product candidate, we may relinquish valuable rights to that product candidate through strategic collaboration, partnership, licensing, or other arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate. Alternatively, we may allocate internal resources to a product candidate in a therapeutic area in which it would have been more advantageous to enter into a collaboration.
Our research programs may show initial promise in identifying potential product candidates internally or with collaborators, yet fail to yield product candidates for clinical development for a number of reasons, including:
•our research methodology or that of any collaborator may be unsuccessful in identifying potential product candidates that are successful in clinical development;
•potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the product candidates unmarketable or unlikely to receive marketing approval;
•our current or future collaborators may change their development profiles for potential product candidates or abandon a therapeutic area; or
•new competitive developments may render our product candidates obsolete or noncompetitive.
If any of these events occur, we may be forced to abandon our development efforts for a program or programs, which would have a material adverse effect on our business.
We rely on contract research organizations to synthesize any molecules with therapeutic potential that we discover. If such organizations do not meet our supply requirements, or if such organizations do not otherwise perform satisfactorily, development of any product candidate we may develop may be delayed.
We rely and expect to continue to rely on third parties to synthesize any molecules with therapeutic potential that we discover, including SGR-1505 and SGR-3515. Reliance on third parties may expose us to different risks than if we were to synthesize molecules ourselves. Our reliance on these third parties will reduce our control over these activities but will not relieve us of our responsibilities. If these third parties do not successfully carry out their contractual duties, meet expected deadlines, or synthesize molecules in accordance with regulatory requirements, if there are disagreements between us and such parties or if such parties are unable to expand capacities, we may not be able to fulfill, or may be delayed in producing sufficient product candidates to meet, our supply requirements, and we may not be able to complete, or may be delayed in completing, the necessary preclinical studies or the necessary clinical trials and we will not be able to, or may be delayed in our efforts to, successfully develop and commercialize such product candidates. The facilities of these third parties may also be affected by natural disasters, such as floods or fire, or geopolitical developments, such as tariffs and trade restrictions, or public health pandemics or such facilities could face production issues, such as contamination or
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regulatory concerns following a regulatory inspection of such facility. In such instances, we may need to locate an appropriate replacement third-party facility and establish a contractual relationship, which may not be readily available or on acceptable terms, which would cause additional delay and increased expense, and may have a material adverse effect on our business.
We or any third party may also encounter shortages in the raw materials or active pharmaceutical ingredient, or API, necessary to synthesize any molecule we may discover in the quantities needed for preclinical studies or clinical trials, as a result of capacity constraints or delays or disruptions in the market for the raw materials or API. Even if raw materials or API are available, we may be unable to obtain sufficient quantities at an acceptable cost or quality. The failure by us or the third parties to obtain the raw materials or API necessary to synthesize sufficient quantities of any molecule we may discover could delay, prevent, or impair our development efforts and may have a material adverse effect on our business.
If we are not able to establish or maintain collaborations to develop and commercialize any of the product candidates we discover internally, we may have to alter our development and commercialization plans for those product candidates and our business could be adversely affected.
We expect to rely on future collaborators for the development and potential commercialization of product candidates we discover internally when we believe it will help maximize the clinical and commercial opportunities of the product candidate. We face significant competition in seeking appropriate collaborators for these activities, and a number of more established companies may also be pursuing such collaborations. These established companies may have a competitive advantage over us due to their size, financial resources, and greater clinical development and commercialization expertise. Whether we reach a definitive agreement for such collaborations will depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration, and the proposed collaborator’s evaluation of a number of factors. Those factors may include the design or results of preclinical studies and clinical trials, the likelihood of approval by the FDA or similar regulatory authorities outside the United States, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, the potential of competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge, and industry and market conditions generally. The collaborator may also consider alternative product candidates or technologies for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the one with us for our product candidate. Collaborations are complex and time-consuming to negotiate and document. In addition, there have been a significant number of recent business combinations among large biopharmaceutical companies that have resulted in a reduced number of potential future collaborators.
If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms or at all, we may have to curtail the development of a product candidate, reduce or delay its development program or one or more of our other development programs, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to fund and undertake development or commercialization activities on our own, we may need to obtain additional expertise and additional capital, which may not be available to us on acceptable terms or at all. If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development and commercialization activities, we may not be able to further develop any product candidates or bring them to market.
As a company, we have very limited experience in clinical development, which may adversely impact the likelihood that we will be successful in advancing our programs.
As a company, we have very limited experience in clinical development. Our limited experience in designing, conducting and completing clinical development activities may adversely impact the likelihood that we will be successful in advancing our programs. Further, any predictions you make about the future success or viability of our proprietary drug discovery programs may not be as accurate as they could be if we had a history of conducting and completing clinical trials and developing our own product candidates.
Further, if we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies governing clinical trials, our development plans may be impacted. For example, in December 2022, with the passage of Food and Drug Omnibus Reform Act, or FDORA, Congress required sponsors to develop and submit a diversity action plan, or DAP, for each Phase 3 clinical trial or any other "pivotal study" of a new drug or biological product. These plans are meant to encourage the enrollment of more diverse patient populations in late-stage clinical trials of FDA-regulated products. The legislation directs the FDA to issue new guidance on DAPs. In June 2024, the FDA issued draft guidance outlining the general requirements for DAPs. Unlike most guidance documents issued by the FDA, the guidance
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when finalized will have the force of law because FDORA specifically dictates that the form and manner for submission of DAPs are specified in FDA guidance. On January 27, 2025, in response to an executive order issued by President Trump on January 21, 2025, on Diversity, Equity and Inclusion programs, the FDA removed the draft DAP guidance from its website. On July 3, 2025, the U.S. District Court for the District of Columbia ruled that the administration’s actions to remove these webpages, including the draft DAP guidance, is unlawful under the Administrative Procedure Act and ordered the restoration of many of these webpages. In late July 2025, the FDA restored the draft DAP guidance to the FDA’s website with a statement that "information on this page may be modified and/or removed in the future subject to the terms of the court's order and implemented consistent with applicable law." Accordingly, in light of these ongoing actions, there is considerable uncertainty surrounding the draft DAP guidance and how the FDA will consider DAPs in connection with its review of marketing applications.
In addition, the regulatory landscape related to clinical trials in the European Union, or EU, has evolved. The EU Clinical Trials Regulation, or CTR, became applicable on January 31, 2022. While the Clinical Trials Directive required a separate clinical trial application, or CTA, to be submitted in each member state, to both the competent national health authority and an independent ethics committee, the CTR introduces a centralized process and only requires the submission of a single application to all member states concerned. The CTR allows sponsors to make a single submission to both the competent authority and an ethics committee in each member state, leading to a single decision per member state. The assessment procedure of the CTA has been harmonized as well, including a joint assessment by all member states concerned, and a separate assessment by each member state with respect to specific requirements related to its own territory, including ethics rules. Each member state’s decision is communicated to the sponsor via the centralized EU portal. Once the CTA is approved, clinical study development may proceed. As of January 31, 2025, all ongoing clinical trials in the EU are subject to the provisions of the CTR.
Conducting successful clinical trials requires the enrollment of a sufficient number of patients, and suitable patients may be difficult to identify and recruit.
Conducting successful clinical trials requires the enrollment of a sufficient number of patients, and suitable patients may be difficult to identify and recruit. Identifying and qualifying patients to participate in future clinical trials for any other product candidate we develop is critical to our success. Patient enrollment in clinical trials and completion of patient participation and follow-up depends on many factors, including the severity of disease; size of the patient population; the nature of the trial protocol; the attractiveness of, or the discomforts and risks associated with, the treatments received by enrolled subjects; the availability of clinical trial investigators with appropriate competencies and experience; support staff; the number of ongoing clinical trials in the same indication that compete for the same patients; proximity of patients to clinical sites; the number and availability of trial sites; the ability to comply with the eligibility and exclusion criteria for participation in the clinical trial; ability to obtain and maintain patient consents; patient compliance; the ability to monitor patients during and after treatment; and the impact of any health pandemic or epidemic. For example, patients may be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and effectiveness of our product candidates. Patients may also not participate in our clinical trials if they choose to participate in contemporaneous clinical trials of competitive products with competitors that have more clinical development experience than we do.
Our inability to locate and enroll a sufficient number of patients for clinical trials would result in significant delays, could require us to abandon one or more clinical trials altogether and could delay or prevent our receipt of necessary regulatory approvals. Enrollment delays in our clinical trials may result in increased development costs for our product candidates, which would cause the value of our company to decline and limit our ability to obtain additional financing.
We rely on, and plan to continue to rely on, third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, which may prevent or delay our ability to seek or obtain marketing approval for or commercialize our product candidates or otherwise harm our business.
We rely on, and plan to continue to rely on, third-party contract research organizations, or CROs, in addition to other third parties such as research collaboratives and consortia, clinical data management organizations, medical institutions and clinical investigators, to conduct our ongoing and future clinical trials, including for SGR-1505 and SGR-3515. These contract research organizations and other third parties play a significant role in the conduct and timing of these trials and subsequent collection and analysis of data. These third-party arrangements might terminate for a variety of reasons, including a failure to perform by the third parties. If we need to enter into alternative arrangements, our product development activities might be delayed.
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Our reliance on third parties for research and development activities reduces our control over these activities but does not relieve us of our responsibilities. For example, we are responsible for ensuring that each of our trials is conducted in accordance with the applicable protocol, and legal, regulatory and scientific standards, and our reliance on third parties does not relieve us of our responsibility to comply with any such standards. We and these third parties are required to comply with current good clinical practices, or cGCP, which are regulations and guidelines enforced by the FDA for all of our products in clinical development. Regulatory authorities in Europe and other jurisdictions have similar requirements. Regulatory authorities enforce these cGCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable cGCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that a given regulatory authority will determine that any of our clinical trials comply with cGCP regulations. We also are required to register any ongoing clinical trials and post the results of completed clinical trials on a U.S. government-sponsored database, clinicaltrials.gov, within certain timeframes. Failure to do so can result in fines, adverse publicity and civil and criminal sanctions.
Furthermore, third parties on whom we rely may also have relationships with other entities, some of which may be our competitors. In addition, these third parties are not our employees, and except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our ongoing clinical, nonclinical and preclinical programs. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised, our clinical trials may be extended, delayed or terminated and we may not be able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize our medicines.
In addition, we currently rely on foreign CROs and contract manufacturing organizations, or CMOs, and will likely continue to rely on foreign CROs and CMOs in the future. Foreign CMOs may be subject to U.S. legislation, including sanctions, tariffs and trade restrictions and other foreign regulatory requirements which could increase the cost or reduce the supply of material available to us, delay the procurement or supply of such material or have an adverse effect on our ability to secure significant commitments from governments to purchase our potential therapies.
Our reliance on third parties to manufacture our product candidates increases the risk that we will not have sufficient quantities of our product candidates or products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
We do not own or operate manufacturing facilities for the production of any product candidates, nor do we have plans to develop our own manufacturing operations. We rely and expect to continue to rely on third-party contract manufacturers for all of our required raw materials, drug substance, and finished drug product for the preclinical and clinical development of any product candidates we develop ourselves and for any commercial supply of approved products, if any. We have limited personnel with experience in drug manufacturing and lack the resources and the capabilities to manufacture any of our product candidates on a clinical or commercial scale.
In order to conduct preclinical studies and clinical trials of our product candidates, we will need to identify suitable manufacturers with the capabilities to manufacture our compounds in large quantities in a manner consistent with existing regulations. Our third-party manufacturers may be unable to successfully increase the manufacturing capacity for any of our product candidates in a timely or cost-effective manner, or at all. In addition, quality issues may arise during scale-up activities and at any other time. If our manufacturers are unable to successfully scale up the manufacture of our product candidates in sufficient quality and quantity, the development, testing and clinical trials of that product candidate may be delayed or infeasible, and regulatory approval or commercial launch of that product candidate may be delayed or not obtained, which could significantly harm our business.
We do not currently have any agreements with third-party manufacturers for the long-term supply of any of our product candidates. In the future, we may be unable to enter into agreements with third-party manufacturers for commercial supplies of our product candidates, or may be unable to do so on acceptable terms.
Even if we are able to establish and maintain arrangements with third-party manufacturers, reliance on third-party manufacturers entails risks, including reliance on the third party for regulatory compliance and quality assurance; the possible breach of the manufacturing agreement by the third party; the possible misappropriation of our proprietary
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information, including our trade secrets and know-how; and the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.
Third-party manufacturers may not be able to comply with cGMP regulations or similar regulatory requirements outside the United States. Our failure, or the failure of our third-party manufacturers, to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of product candidates or products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of our product candidates.
Our product candidates and any products that we may develop may compete with other product candidates and products for access to manufacturing facilities. There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing for us. If the third parties that we engage to supply any materials or manufacture product for our preclinical tests and clinical trials should cease to continue to do so for any reason, including as a result of tariffs or trade restrictions, we likely would experience delays in advancing these trials while we identify and qualify replacement suppliers, and we may be unable to obtain replacement supplies on terms that are favorable to us. In addition, if we are not able to obtain adequate supplies of our product candidates or the substances used to manufacture them or any approved drug we may use in combination trials, it will be more difficult for us to develop our product candidates and compete effectively.
Our current and anticipated future dependence upon others for the manufacture of our product candidates may adversely affect our future results of operations and our ability to develop product candidates and commercialize any products that receive marketing approval on a timely and competitive basis.
If serious adverse or unacceptable side effects are identified during the development or commercialization of our product candidates, we may need to abandon or limit our development and/or commercialization efforts for such product candidates.
If serious adverse events or undesirable side effects are observed in any of our clinical trials, we may have difficulty recruiting patients to our clinical trials, patients may drop out of our trials, or we may be required to abandon the trials or our development efforts of one or more product candidates altogether or limit development to certain uses or subpopulations in which the serious adverse events, undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective. We, the FDA, comparable foreign regulatory authorities or an independent institutional review board may suspend clinical trials of a product candidate at any time for various reasons, including a belief that subjects or patients in such trials are being exposed to unacceptable health risks or adverse side effects. For example, in August 2025, we announced the discontinuation of the clinical development program for SGR-2921, our CDC7 inhibitor, which was being evaluated in a Phase 1 dose-escalation clinical trial in patients with relapsed/refractory acute myeloid leukemia, or AML, or high-risk myelodysplastic syndromes. Despite early evidence of monotherapy activity observed in the Phase 1 clinical trial, based on the profile observed prior to discontinuation, including two emergent events where SGR-2921 was considered to have contributed to two deaths in patients with AML, we determined the path to development as a combination therapy would be difficult to pursue.
Some potential therapeutics developed in the biotechnology industry that initially showed therapeutic promise in early-stage trials have later been found to cause side effects that prevented their further development. Even if the side effects do not preclude the product candidate from obtaining or maintaining marketing approval, undesirable side effects may inhibit market acceptance of the approved product due to its tolerability versus other therapies. In addition, adverse events which had initially been considered unrelated to the study treatment may later, even following approval and/or commercialization, be found to be caused by the study treatment. Any of these developments could materially harm our business, financial condition and prospects.
The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and the results of our clinical trials may not satisfy the requirements of the FDA or other comparable foreign regulatory authorities.
Before obtaining regulatory approvals for the commercial sale of any of our product candidates, we will be required to demonstrate with substantial evidence through well-controlled clinical trials that our product candidates are safe and effective for their intended uses. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. Success in preclinical studies and early-stage clinical trials does not mean that future clinical trials will be successful. The results of our product candidates in preclinical studies may not be indicative of future results in our ongoing or later stage clinical trials. Product candidates in
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later-stage clinical trials may fail to demonstrate sufficient safety and efficacy to the satisfaction of the FDA and other comparable foreign regulatory authorities despite having progressed through preclinical studies and early-stage clinical trials.
In some instances, there can be significant variability in safety and efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial protocols, differences in size and type of the patient populations, differences in and adherence to the dosing regimen and other trial protocols and the rate of dropout among clinical trial participants. Patients treated with our product candidates may also be undergoing surgical, radiation and chemotherapy treatments and may be using other approved products or investigational new drugs, which can cause side effects or adverse events that are unrelated to our product candidate. As a result, assessments of efficacy can vary widely for a particular patient, and from patient to patient and site to site within a clinical trial. This subjectivity can increase the uncertainty of, and adversely impact, our clinical trial outcomes. We do not know whether any clinical trials we may conduct will demonstrate consistent or adequate efficacy and safety sufficient to obtain marketing approval to market our product candidates. Most product candidates that begin clinical trials are never approved by regulatory authorities for commercialization.
Moreover, preclinical studies and clinical data are often susceptible to varying interpretations and analyses and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA or comparable foreign regulatory authority approval. We cannot guarantee that the FDA or comparable foreign regulatory authorities will interpret trial results as we do, and more trials than we anticipated could be required before we are able to submit applications seeking approval of our product candidates. To the extent that the results of the trials are not satisfactory to the FDA or comparable foreign regulatory authorities for support of a marketing application, we may be required to expend significant resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidates. Even if regulatory approval is secured for any of our product candidates, the terms of such approval may limit the scope and use of our product candidate, which may also limit its commercial potential. Furthermore, the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval, which may lead to the FDA or comparable foreign regulatory authorities delaying, limiting or denying approval of our product candidates.
Interim, initial, "topline", and preliminary data from our clinical trials that we announce or publish in the future may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
From time to time, we may publicly disclose interim, initial, preliminary or topline data from our clinical trials, which are based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular trial. Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available or as patients from our clinical trials continue other treatments for their disease. We will also have to make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the interim, initial, topline or preliminary results that we report may differ from future results of the same trials, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated. Preliminary or topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary or topline data we previously published. As a result, interim, initial, topline and preliminary data should be viewed with caution until the final data are available.
Adverse differences between interim data and final data could significantly harm our reputation and business prospects and may cause volatility in the price of our common stock.
We conduct, and we intend to continue to conduct, clinical trials for our product candidates at sites outside the United States. The FDA may not accept data from trials conducted in such locations, and the conduct of trials outside the United States could subject us to additional delays and expense.
We conduct, and we intend to continue to conduct, clinical trials for our product candidates at trial sites that are located outside the United States. Although the FDA may accept data from clinical trials conducted outside the United States, acceptance of these data is subject to certain conditions imposed by the FDA.
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In cases where data from foreign clinical trials are intended to serve as the sole basis for marketing approval in the United States, the FDA will generally not approve the application on the basis of foreign data alone unless (i) the data are applicable to the U.S. population and U.S. medical practice; (ii) the trials were performed by clinical investigators of recognized competence and pursuant to cGCP regulations; and (iii) the data may be considered valid without the need for an on-site inspection by the FDA, or if the FDA considers such inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means.
In addition, even where the foreign study data are not intended to serve as the sole basis for approval, the FDA will not accept the data as support for an application for marketing approval unless the study satisfies certain conditions. For example, the clinical trial must be well designed and conducted and performed by qualified investigators in accordance with cGCPs. The FDA must be able to validate the data from the trial, including, if necessary, through an onsite inspection. The trial population must also have a similar profile to the U.S. population and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful, except to the extent the disease being studied does not typically occur in the United States. In addition, while these clinical trials are subject to the applicable local laws, FDA acceptance of the data will be dependent upon its determination that the trials also complied with all applicable U.S. laws and regulations. There can be no assurance that the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept the data from any trial that we conduct outside the United States, it would likely result in the need for additional trials, which would be costly and time-consuming and delay or permanently halt our development of our product candidates or potential product candidates in the future.
In addition, the conduct of clinical trials outside the United States could have a significant adverse impact on us. Risks inherent in conducting international clinical trials include: clinical practice patterns and standards of care that vary widely among countries; non-U.S. regulatory authority requirements that could restrict or limit our ability to conduct our clinical trials; administrative burdens of conducting clinical trials under multiple non-U.S. regulatory authority schema; foreign exchange rate fluctuations; and diminished protection of intellectual property in some countries.
If we and any current or future collaborators are unable to successfully complete clinical development, obtain regulatory approval for, or commercialize any product candidates, or experience delays in doing so, our business may be materially harmed.
We are early in our development efforts for our own proprietary drug discovery programs. Our ability to generate product revenues, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of our product candidates. The success of our and any current or future collaborators’ development and commercialization programs will depend on several factors, including the following:
•successful completion of necessary preclinical studies to enable the initiation of clinical trials;
•successful enrollment of patients in, and the completion of, the clinical trials;
•acceptance by the FDA or other regulatory agencies of regulatory filings for any product candidates we and our current or future collaborators may develop;
•expanding and maintaining a workforce of experienced scientists and other technical specialists to continue to develop any product candidates;
•obtaining and maintaining intellectual property protection and regulatory exclusivity for any product candidates we and our current or future collaborators may develop;
•making arrangements with third-party manufacturers for, or establishing, clinical and commercial manufacturing capabilities;
•establishing sales, marketing, and distribution capabilities for drug products and successfully launching commercial sales, if and when approved;
•acceptance of any product candidates we and our current or future collaborators may develop, if and when approved, by patients, the medical community, and third-party payors;
•effectively competing with other therapies;
•obtaining and maintaining coverage, adequate pricing, and adequate reimbursement from third-party payors, including government payors;
•patients’ willingness to pay out-of-pocket in the absence of coverage and/or adequate reimbursement from third-party payors;
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•any restrictions resulting from a health epidemic or pandemic and its collateral consequences may result in internal and external operational delays and limitations; and
•maintaining a continued acceptable safety profile following receipt of any regulatory approvals.
Many of these factors are beyond our control, including clinical outcomes, the regulatory review process, potential threats to our intellectual property rights, and the manufacturing, marketing, and sales efforts of any current or future collaborator. Clinical drug development involves a lengthy and expensive process, with an uncertain outcome. If we or our current or future collaborators are unable to develop, receive marketing approval for, and successfully commercialize any product candidates, or if we or they experience delays as a result of any of these factors or otherwise, we may need to spend significant additional time and resources, which would adversely affect our business, prospects, financial condition, and results of operations.
Even if any product candidate that we may develop receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payers and others in the medical community necessary for commercial success.
If any product candidate we may develop receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payers and others in the medical community. Sales of medical products depend in part on the willingness of physicians to prescribe the treatment, which is likely to be based on a determination by these physicians that the products are safe, therapeutically effective and cost-effective. In addition, the inclusion or exclusion of products from treatment guidelines established by various physician groups and the viewpoints of influential physicians can affect the willingness of other physicians to prescribe the treatment. We cannot predict whether physicians, physicians’ organizations, hospitals, other healthcare providers, government agencies or private insurers will determine that any of our product candidates, if approved for commercial sale, is safe, therapeutically effective and cost-effective as compared with competing treatments. Efforts to educate the medical community and third-party payers on the benefits of any product candidates we may develop may require significant resources and may not be successful. If any product candidates we may develop do not achieve an adequate level of acceptance, we may not generate significant product revenues and we may not become profitable. The degree of market acceptance of any product candidates we may develop, if approved for commercial sale, will depend on a number of factors, including:
• the efficacy and safety of such product candidates as demonstrated in clinical trials;
• the potential advantages and limitations compared to alternative treatments;
• the effectiveness of sales and marketing efforts;
• the cost of treatment in relation to alternative treatments;
• the clinical indications for which the product is approved;
• the convenience and ease of administration compared to alternative treatments;
• the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;
• the strength of marketing and distribution support;
• the timing of market introduction of competitive products;
• the availability of third-party coverage and adequate reimbursement;
• the prevalence and severity of any side effects; and
• any restrictions on the use of our products, if approved, together with other medications.
Clinical trial and product liability lawsuits against us could divert our resources, could cause us to incur substantial liabilities and could limit commercialization of our product candidates.
We face an inherent risk of clinical trial and product liability exposure related to the testing of our product candidates in clinical trials, and we will face an even greater risk if we commercially sell any products that we may develop. While we currently have no product candidates that have been approved for commercial sale, the use of product candidates by us in clinical trials, and the sale of any approved products in the future, may expose us to liability claims. These claims might be made by patients that use the product, healthcare providers, pharmaceutical companies or others
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selling such products. If we cannot successfully defend ourselves against claims that our product candidates or products caused injuries, we will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:
• decreased demand for any product candidates we may develop;
• injury to our reputation and significant negative media attention;
• withdrawal of clinical trial participants;
• significant costs to defend any related litigation;
• substantial monetary awards to trial participants or patients;
• loss of revenue;
• reduced resources of our management to pursue our business strategy; and
• the inability to commercialize any product candidates we may develop.
We have insurance coverage in countries in which we conduct clinical trials and will need to increase our insurance coverage if we conduct clinical trials in additional countries or of additional product candidates or if we commence commercialization of any product candidates. Insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise. If a successful clinical trial or product liability claim or series of claims is brought against us for uninsured liabilities or in excess of insured liabilities, our assets may not be sufficient to cover such claims and our business operations could be impaired.
We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do, thus rendering our products non-competitive, obsolete or reducing the size of our market.
We face competition with respect to our and our collaborators’ product candidates from many biopharmaceutical and biotechnology companies. The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary and novel products and product candidates. Our competitors have developed, are developing or may develop products, product candidates that are competitive with or superior to our product candidates. Any product candidates that we successfully develop and commercialize, internally or with our collaborators, will compete with existing therapies and new therapies that may become available in the future.
In particular, there is intense competition in the field of oncology, which is a focus of our drug discovery efforts. We have competitors both in the United States and internationally, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies, emerging and start-up companies, universities and other research institutions. We also compete with these organizations to recruit management, scientists and clinical development personnel, which could negatively affect our level of expertise and our ability to execute our business plan. We also face competition in finding and establishing clinical trial sites, enrolling subjects for clinical trials, assessing combination studies and recruiting credible principal investigators and advisors from key clinical disciplines and academic centers.
For example, with respect to our MALT1 inhibitor, SGR-1505, which we are advancing for the treatment of patients with relapsed or refractory B-cell malignancies, we are aware of several MALT1 inhibitors in clinical development, including by AbbVie Inc., Recursion Pharmaceuticals, Inc., Janssen Research & Development, LLC, Ono Pharma USA, Inc., and Aurigene Oncology, Inc. In addition, we are also aware of other therapeutics, such as bi-specifics and CAR-Ts, both approved and in clinical development, for the treatment of B-cell malignancies.
With respect to our Wee1/Myt1 inhibitor, SGR-3515, which we are advancing for the treatment of advanced solid tumors, we are aware of several Wee1 inhibitors in clinical development, including by Zentalis Pharmaceuticals, Debiopharm International SA, IMPACT Therapeutics, Inc., Shouyao Holdings Co. Ltd., BioCity Biopharma, and Aprea Therapeutics, Inc., as well as a Myt1 inhibitor in clinical development being advanced by Repare Therapeutics Inc., and a Wee1/Myt1 inhibitor being advanced by Acrivon Therapeutics, Inc.
Large pharmaceutical and biotechnology companies, in particular, have extensive experience in building and accessing networks of expert investigators, designing and conducting clinical trials, obtaining regulatory approvals, and manufacturing and commercializing biotechnology products. These companies also have significantly greater research and development and marketing capabilities than we do and may also have products that have been approved or are in late stages of development, and collaborative arrangements in our target markets with leading companies and research
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institutions. Established pharmaceutical and biotechnology companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the product candidates that we develop obsolete. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than our products. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies, as well as in acquiring technologies complementary to, or necessary for, our programs. As a result of all of these factors, our competitors may succeed in obtaining approval from the FDA or other comparable foreign regulatory authorities or in discovering, developing and commercializing products in our field before we do.
Risks Related to Our Operations
Doing business internationally creates operational and financial risks for our business.
For the three and nine months ended September 30, 2026 and the year ended December 31, 2025, sales to customers outside of the United States accounted for approximately 33%, 38% and 40% of our total revenues, respectively. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. We have limited operating experience in some international markets, and we cannot assure you that our expansion efforts into other international markets will be successful. Our experience in the United States and other international markets in which we already have a presence may not be relevant to our ability to expand in other markets. Our international expansion efforts may not be successful in creating further demand for our solutions outside of the United States or in effectively selling our solutions in the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:
•the need to localize and adapt our solutions for specific countries, including translation into foreign languages;
•data privacy laws which require that customer data be stored and processed in a designated territory or handled in a manner that differs significantly from how we typically handle customer data;
•difficulties in staffing and managing foreign operations, including employee laws and regulations;
•different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues;
•differences in healthcare systems, drug regulation and reimbursement, and drug discovery and development practices and technologies;
•new and different sources of competition;
•weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;
•laws and business practices favoring local competitors;
•compliance challenges related to the complexity of multiple, conflicting, and changing governmental laws and regulations, including employment, tax, reimbursement and pricing, privacy and data protection, and anti-bribery laws and regulations;
•increased financial accounting and reporting burdens and complexities;
•restrictions on the transfer of funds;
•changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes, and other trade barriers;
•changes in social, political, and economic conditions or in laws, regulations, and policies governing foreign trade, manufacturing, development, and investment both domestically as well as in the other countries and jurisdictions;
•adverse tax consequences, including the potential for required withholding taxes;
•global health pandemics or epidemics; and
•unstable regional, economic and political conditions.
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Our international agreements may provide for payment denominated in local currencies and our local operating costs are denominated in local currencies. Therefore, fluctuations in the value of the U.S. dollar and foreign currencies may impact our operating results when translated into U.S. dollars.
Furthermore, with respect to our proprietary drug discovery programs, the ongoing war between Russia and Ukraine may impact the ability of our CROs in the region to produce materials we require to conduct certain of our preclinical studies. If we are unable to obtain alternative sources for such materials that we require, the ability for us to timely execute and complete certain of our preclinical studies may be adversely impacted.
If we fail to manage our technical operations infrastructure, our existing customers, and our internal drug discovery team, may experience service outages, and our new customers may experience delays in the deployment of our solutions.
We have experienced significant growth in the number of users and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers and to support our proprietary drug discovery programs. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our solutions. However, the provision of new hosting infrastructure requires adequate lead-time. We have experienced, and may in the future experience, website disruptions, outages, and other performance problems. These types of problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in usage, and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities, and customer losses. If our operations infrastructure fails to keep pace with increased sales and usage, customers and our internal drug discovery team may experience delays in the deployment of our solutions as we seek to obtain additional capacity, which could adversely affect our reputation and adversely affect our revenues.
Changes in tax laws or in their implementation or interpretation could adversely affect our business and financial condition.
Income, sales, use or other tax laws, statutes, rules, or regulations could be enacted or amended at any time, which could affect our business or financial condition, including causing potentially adverse impacts to our effective tax rate, tax liabilities, and cash tax obligations. For example, the Inflation Reduction Act, or IRA, was signed into law in August 2022, and the One Big Beautiful Bill Act, or OBBBA, was signed into law in July 2025. The IRA introduced new tax provisions, including a one percent excise tax imposed on certain stock repurchases by publicly traded companies. The one percent excise tax generally applies to any acquisition of stock by the publicly traded company (or certain of its affiliates) from a stockholder of the company in exchange for money or other property (other than stock of the company itself), subject to certain exceptions. Thus, the excise tax could apply to certain transactions that are not traditional stock repurchases. The OBBBA contains numerous tax provisions that we are currently in the process of evaluating, and which may significantly affect our business or financial condition. The changes under the OBBBA include tax rate extensions and changes to the business interest deduction limitation, the expensing of domestic research and development expenditures (in contrast to the continued capitalization and amortization of foreign research and development expenditures), the bonus depreciation deduction rules, and the international tax framework. Regulatory guidance under the IRA, the OBBBA, and other tax-related legislation is and continues to be forthcoming, and such guidance could ultimately increase or lessen the impact of these laws on our business and financial condition. In addition, it is uncertain if and to what extent various states will conform to the changes to federal tax legislation.
Our ability to use our NOLs and research and development tax credit carryforwards to offset future taxable income may be subject to certain limitations.
As of December 31, 2025, we had federal NOLs of approximately $208.5 million that do not expire and state NOLs of approximately $119.3 million, which, if not utilized, generally began to expire in 2025. As of December 31, 2025, we also had federal orphan drug credits and federal research and development tax credit carryforwards of approximately $44.0 million and various state tax credit carryforwards of approximately $4.7 million. Unused credits begin to expire in 2033 and generally expire over time if they remain unused. Certain of these NOLs, orphan drug credits, research and
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development, and various state tax credit carryforwards could expire unused and be unavailable to offset future income tax liabilities.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, a corporation that undergoes an "ownership change," generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, is subject to limitations on its ability to utilize its pre-change NOLs and research and development tax credit carryforwards to offset future taxable income. We have performed an analysis through December 31, 2025 and determined no such ownership change had occurred. If such an ownership change were to occur in the future, our ability to use our NOLs and research and development tax credit carryforwards may be materially limited.
There is also a risk that due to regulatory changes, such as suspension of the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise become unavailable to offset future income tax liabilities. In addition, state NOLs generated in one state cannot be used to offset income generated in another state. For these reasons, we may be unable to use a material portion of our NOLs and other tax attributes.
Our international operations subject us to potentially adverse tax consequences.
We report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. These jurisdictions include Germany, United Kingdom, Japan, India and South Korea. The international nature and organization of our business activities are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added, or similar taxes, and we could be subject to tax liabilities with respect to past or future sales, which could adversely affect our results of operations.
We do not collect sales and use, value added, and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable or that we are not required to collect such taxes with respect to the jurisdiction. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, and interest or future requirements may adversely affect our results of operations.
Unanticipated changes in our effective tax rate could harm our future results.
We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences between our forecasted and actual tax rates. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses as a result of acquisitions, the valuation of deferred tax assets and liabilities, and changes in federal, state, or international tax laws and accounting principles. Increases in our effective tax rate would reduce our profitability or in some cases increase our losses.
In addition, we may be subject to income tax audits by many tax jurisdictions throughout the world. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material impact on the results of operations for that period.
We have acquired, and we may again in the future acquire, companies, businesses, solutions or technologies, which could divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and adversely affect our operating results.
We have acquired, and we may again in the future acquire, businesses, solutions, or technologies that we believe could complement or expand our solutions, enhance our technical capabilities, or otherwise offer growth opportunities. The
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pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.
In addition, we have limited experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations, and technologies successfully, effectively manage the combined business following the acquisition or preserve the operational synergies between our business units that we believe currently exist. We cannot assure you that following any acquisition we would achieve the expected synergies to justify the transaction, due to a number of factors, including:
•inability to integrate or benefit from acquired technologies or services in a profitable manner;
•unanticipated costs or liabilities associated with the acquisition;
•acquisition-related costs;
•difficulty integrating the accounting systems, operations, and personnel of the acquired business;
•difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
•difficulty converting the customers of the acquired business onto our solutions and contract terms, including disparities in the revenues, licensing, support, or professional services model of the acquired company;
•diversion of management’s attention from other business concerns;
•adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;
•the potential loss of key employees;
•use of resources that are needed in other parts of our business; and
•use of substantial portions of our available cash to consummate the acquisition.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.
Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business, and financial position may suffer.
Our operations may be interrupted by the occurrence of a natural disaster or other catastrophic event at our primary facilities.
Our operations are primarily conducted at our facilities in New York, New York, Portland, Oregon, and Hyderabad, India, and our internal hosting facility located in Clifton, New Jersey. The occurrence of natural disasters or other catastrophic events could disrupt our operations. Any natural disaster or catastrophic event in our facilities or the areas in which they are located could have a significant negative impact on our operations.
Risks Related to Our Intellectual Property
If we fail to comply with our obligations under our existing license agreements with Columbia University, under any of our other intellectual property licenses, or under any future intellectual property licenses, or otherwise experience disruptions to our business relationships with our current or any future licensors, we could lose intellectual property rights that are important to our business.
We are party to a number of license agreements pursuant to which we have been granted exclusive and non-exclusive worldwide licenses to certain patents, software code, and software programs to, among other things, reproduce, use, execute, copy, operate, sublicense, and distribute the licensed technology in connection with the marketing and sale of our software solutions and to develop improvements thereto. In particular, the technology that we license from Columbia University pursuant to our license agreements with them are used in and incorporated into a number of our software
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solutions which we market and license to our customers. For further information regarding our license agreements with Columbia University, see "Item 1. Business—License Agreements with Columbia University" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our license agreements with Columbia University and other licensors impose, and we expect that future licenses will impose, specified royalty and other obligations on us.
In spite of our best efforts, our current or any future licensors might conclude that we have materially breached our license agreements with them and might therefore terminate the license agreements, thereby delaying our ability to market and sell our existing software solutions and develop and commercialize new software solutions that utilize technology covered by these license agreements. If these in-licenses are terminated, or if the underlying intellectual property fails to provide the intended exclusivity, competitors could market products and technologies similar to ours. This could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects.
Disputes may arise regarding intellectual property subject to a licensing agreement, including:
•the scope of rights granted under the license agreement and other interpretation related issues;
•the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
•the sublicensing of patent and other rights under any collaborative development relationships;
•the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our current or future licensors and us and our collaborators; and
•the priority of invention of patented technology.
In addition, license agreements are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement. For example, our counterparties have in the past and may in the future dispute the amounts owed to them pursuant to payment obligations. If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may experience delays in the development and commercialization of new software solutions and in our ability to market and sell existing software solutions, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
Our obligations under our existing or future drug discovery collaboration agreements may limit our intellectual property rights that are important to our business. Further, if we fail to comply with our obligations under our existing or future collaboration agreements, or otherwise experience disruptions to our business relationships with our prior, current, or future collaborators, we could lose intellectual property rights that are important to our business.
We are party to collaboration agreements with biopharmaceutical companies, pursuant to which we provide drug discovery services but have no ownership rights, or only co-ownership rights, to certain intellectual property generated through the collaborations. We are also party to a research collaboration and license agreement with Novartis for the discovery, research and preclinical development of small molecule compounds for targets in certain specified therapeutic areas, which also provides for joint ownership rights to certain intellectual property generated through the collaboration in certain scenarios. We may enter into additional collaboration agreements in the future, pursuant to which we may have no ownership rights, or only co-ownership rights, to certain intellectual property generated through the future collaborations. If we are unable to obtain ownership or license of such intellectual property generated through our prior, current, or future collaborations and overlapping with, or related to, our own proprietary technology or product candidates, then our business, financial condition, results of operations, and prospects could be materially harmed.
Our existing collaboration agreements contain certain exclusivity obligations that require us to design compounds exclusively for our collaborators with respect to certain specific targets over a specified time period. Our future collaboration agreements may grant similar exclusivity rights to future collaborators with respect to target(s) that are the subject of such collaborations. Existing or future collaboration agreements may also impose diligence obligations on us. For example, existing or future collaboration agreements may impose restrictions on us from pursuing the drug development targets for ourselves or for our other current or future collaborators, thereby removing our ability to develop and commercialize, or to jointly develop and commercialize with other current or future collaborators, product candidates, and technology related to the drug development targets. Under our collaboration with Novartis, for example, we are
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prohibited from researching, developing, manufacturing, modifying, improving or commercializing any small molecule directed against collaboration targets ourselves or with a third party during a specified period and subject to specified exceptions. In spite of our best efforts, our prior, current, or future collaborators might conclude that we have materially breached our collaboration agreements. If these collaboration agreements are terminated, or if the underlying intellectual property, to the extent we have ownership or license of such intellectual property, fails to provide the intended exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, products and technology identical to ours. This could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects.
Disputes may arise regarding intellectual property subject to a collaboration agreement, including:
•the scope of ownership or license granted under the collaboration agreement and other interpretation related issues;
•the extent to which our technology and product candidates infringe on intellectual property of the collaborator of which we do not have ownership or license under the collaboration agreement;
•the assignment or sublicense of intellectual property rights and other rights under the collaboration agreement;
•our diligence obligations under the collaboration agreement and what activities satisfy those diligence obligations; and
•the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by us and our current or future collaborators.
In addition, collaboration agreements are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property, or increase what we believe to be our obligations under the relevant agreements, either of which could have a material adverse effect on our business, financial condition, results of operations, and prospects. Moreover, if disputes over intellectual property that we have owned, co-owned, or in-licensed under the collaboration agreements prevent or impair our ability to maintain our current collaboration arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected technology or product candidates, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
If we are unable to obtain, maintain, enforce, and protect patent protection for our technology and product candidates or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully develop and commercialize our technology and product candidates may be adversely affected.
Our success depends in large part on our ability to obtain and maintain protection of the intellectual property we may own solely and jointly with others or may license from others, particularly patents, in the United States and other countries with respect to any proprietary technology and product candidates we develop, including SGR-1505 and SGR-3515, and any trade secrets and know-how relevant to our product candidates. We seek to protect our proprietary position by filing patent applications in the United States and abroad related to our technology and any product candidates we may develop that are important to our business and by in-licensing intellectual property related to our technology and product candidates. If we are unable to obtain or maintain patent protection with respect to any proprietary technology or product candidate, our business, financial condition, results of operations, and prospects could be materially harmed.
The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, defend, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, in some circumstances, we may not have the right to control the preparation, filing, and prosecution of patent applications, or to maintain, enforce, and defend the patents, covering technology that we co-own with third parties or license from third parties. Therefore, these co-owned and in-licensed patents and applications may not be prepared, filed, prosecuted, maintained, defended, and enforced in a manner consistent with the best interests of our business.
The patent position of software and biopharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has in recent years been the subject of much litigation. In addition, the scope of patent
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protection outside of the United States is uncertain, and laws of non-U.S. countries may not protect our rights to the same extent as the laws of the United States or vice versa. With respect to both owned and in-licensed patent rights, we cannot predict whether the patent applications we, our collaborators, and our licensors are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient protection from competitors.
For example, in jurisdictions outside the United States, a license may not be enforceable unless all the owners of the intellectual property agree or consent to the license. Accordingly, any actual or purported co-owner of our patent rights could seek monetary or equitable relief requiring us to pay it compensation for, or refrain from, exploiting these patents due to such co-ownership.
Furthermore, patents have a limited lifespan. In the United States, and most other jurisdictions in which we have undertaken patent filings, the natural expiration of a patent is generally twenty years after it is filed, assuming all maintenance fees are paid. Various extensions may be available, on a jurisdiction-by-jurisdiction basis; however, the life of a patent, and thus the protection it affords, is limited. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, patents we may own or in-license may not provide us with adequate and continuing patent protection sufficient to exclude others from commercializing drugs similar or identical to our current or future product candidates, including generic versions of such drugs.
Further, we may not be aware of all third-party intellectual property rights or prior art potentially relating to our computational platform, technology, and any product candidates we may develop. In addition, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing of the priority application, or in some cases not published at all. Therefore, neither we nor our collaborators, or our licensor can know with certainty whether either we, our collaborators, or our licensor were the first to make the inventions claimed in the patents and patent applications we own or in-license now or in the future, or that either we, our collaborators, or our licensor were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability, and commercial value of our owned, co-owned, and in-licensed patent rights are highly uncertain. Moreover, our owned, co-owned, and in-licensed pending and future patent applications may not result in patents being issued that protect our technology and product candidates, in whole or in part, or that effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our owned, co-owned, or in-licensed current or future patents and our ability to obtain, protect, maintain, defend, and enforce our patent rights, narrow the scope of our patent protection and, more generally, could affect the value of, or narrow the scope of, our patent rights. For example, recent Supreme Court decisions have served to curtail the scope of subject matter eligible for patent protection in the United States, and many software patents have since been invalidated on the basis that they are directed to abstract ideas.
In order to pursue protection based on our pending provisional patent applications, we will need to file Patent Cooperation Treaty applications, non-U.S. applications, and/or U.S. non-provisional patent applications prior to applicable deadlines. Even then, as highlighted above, patents may never issue from our patent applications, or the scope of any patent may not be sufficient to provide a competitive advantage.
Moreover, we, our collaborators, or our licensors may be subject to a third-party preissuance submission of prior art to the U.S. Patent and Trademark Office, or USPTO, or become involved in opposition, derivation, revocation, reexamination, inter partes review, post-grant review, or interference proceedings challenging our patent rights or the patent rights of others. An adverse determination in any such submission, proceeding, or litigation could reduce the scope of, or invalidate, our patent rights or allow third parties to commercialize our technology or product candidates and compete directly with us, without payment to us. If the breadth or strength of protection provided by our owned, co-owned, or in-licensed current or future patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop, or commercialize current or future technology or product candidates.
Additionally, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if our owned, co-owned, and in-licensed current and future patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, and our owned and in-licensed patents may be
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challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated, or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology and product candidates. Such proceedings also may result in substantial cost and require significant time from our management and employees, even if the eventual outcome is favorable to us. In particular, given the amount of time required for the development, testing, and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. Furthermore, our competitors may be able to circumvent our owned, co-owned, or in-licensed current or future patents by developing similar or alternative technologies or products in a non-infringing manner. As a result, our owned, co-owned, and in-licensed current or future patent portfolio may not provide us with sufficient rights to exclude others from commercializing technology and products similar or identical to any of our technology and product candidates.
In addition, we may in the future be subject to claims by our former employees or consultants asserting an ownership right in our patents or patent applications, as a result of the work they performed on our behalf. Although we generally require all of our employees, consultants and advisors, and any other third parties who have access to our proprietary know-how, information or technology to assign or grant similar rights to their inventions to us, we cannot be certain that we have executed such agreements with all parties who may have contributed to our intellectual property, nor can we be certain that our agreements with such parties will be upheld in the face of a potential challenge, or that they will not be breached, for which we may not have an adequate remedy.
Changes to patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.
Changes in either the patent laws or interpretation of patent laws in the United States, including patent reform legislation such as the Leahy-Smith America Invents Act, or the Leahy-Smith Act, could increase the uncertainties and costs surrounding the prosecution of our owned and in-licensed patent applications and the maintenance, enforcement or defense of our owned and in-licensed issued patents. The Leahy-Smith Act includes a number of significant changes to United States patent law. These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent at USPTO-administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Assuming that other requirements for patentability are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith Act, the United States transitioned to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, the patent positions of companies in the development and commercialization of software, biologics and pharmaceuticals are particularly uncertain. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the validity and enforceability of patents once obtained. Depending on future actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on our patent rights and our ability to protect, defend and enforce our patent rights in the future.
A number of cases decided by the U.S. Supreme Court have involved questions of when claims reciting abstract ideas, laws of nature, natural phenomena and/or natural products are eligible for a patent, regardless of whether the claimed subject matter is otherwise novel and inventive. These cases include Association for Molecular Pathology v. Myriad Genetics, Inc., 569 U.S. 576 (2013) or Myriad; Alice Corp. v. CLS Bank International, 573 U.S. 208 (2014); and Mayo Collaborative Services v. Prometheus Laboratories, Inc., or Prometheus, 566 U.S. 66 (2012). In response to these cases, federal courts have held numerous patents invalid as claiming subject matter ineligible for patent protection. Moreover, the USPTO has issued guidance to the examining corps on how to apply these cases during examination. As a result of these decisions, obtaining broad patents in the United States covering software innovations is more challenging than before.
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In addition to increasing uncertainty with regard to our ability to obtain future patents, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on these and other decisions by Congress, the federal courts and the USPTO, the laws and regulations governing patents could change or be interpreted in unpredictable ways that would weaken our ability to obtain new patents or to enforce any patents that may issue to us in the future. In addition, these events may adversely affect our ability to defend any patents that may issue in procedures in the USPTO or in courts.
Obtaining and maintaining our patent protection depends on compliance with various deadlines and procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated if we fail to comply with these deadlines and requirements. We may miss a filing deadline for patent protection on these inventions.
The USPTO and foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process and after issuance of any patent. In addition, periodic maintenance fees, renewal fees, annuity fees and/or various other government fees are required to be paid. While an inadvertent lapse can be cured in some cases by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, our competitors might be able to enter the market with similar or identical products or platforms, which could have a material adverse effect on our business prospects and financial condition.
Intellectual property rights do not guarantee commercial success of current or future product candidates or other business activities. Numerous factors may limit any potential competitive advantage provided by our intellectual property rights.
The degree of future protection afforded by our intellectual property rights, whether owned or in-licensed, is uncertain because intellectual property rights have limitations, and may not adequately protect our business, provide a barrier to entry against our competitors or potential competitors, or permit us to maintain our competitive advantage. Moreover, if a third-party has intellectual property rights that cover the practice of our technology, we may not be able to fully exercise or extract value from our intellectual property rights. The following examples are illustrative:
•patent applications that we own or may in-license may not lead to issued patents;
•patents, should they issue, that we may own or in-license, may not provide us with any competitive advantages, may be narrowed in scope, or may be challenged and held invalid or unenforceable;
•others may be able to develop and/or practice technology, including compounds that are similar to the chemical compositions of our current or future product candidates, that is similar to our technology or aspects of our technology but that is not covered by the claims of any patents we may own or in-license, should any patents issue;
•third parties may compete with us in jurisdictions where we do not pursue and obtain patent protection;
•we, or our future licensors or collaborators, might not have been the first to make the inventions covered by a patent application that we own or may in-license;
•we, or our future licensors or collaborators, might not have been the first to file patent applications covering a particular invention;
•others may independently develop similar or alternative technologies without infringing, misappropriating or otherwise violating our intellectual property rights;
•our competitors might conduct research and development activities in the United States and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights, and may then use the information learned from such activities to develop competitive products for sale in our major commercial markets;
•we may not be able to obtain and/or maintain necessary licenses on reasonable terms or at all;
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•third parties may assert an ownership interest in our intellectual property and, if successful, such disputes may preclude us from exercising exclusive rights, or any rights at all, over that intellectual property;
•we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third-party may subsequently file a patent covering such trade secrets or know-how;
•we may not be able to maintain the confidentiality of our trade secrets or other proprietary information;
•we may not develop or in-license additional proprietary technologies that are patentable; and
•the patents of others may have an adverse effect on our business.
Should any of these events occur, they could significantly harm our business, financial condition, results of operations and prospects.
We, our prior, existing, or future collaborators, and our existing or future licensors, may become involved in lawsuits to protect or enforce our patent or other intellectual property rights, which could be expensive, time-consuming and unsuccessful.
Competitors and other third parties may infringe, misappropriate, or otherwise violate our, our prior, current and future collaborators’, or our current and future licensors’ issued patents or other intellectual property. As a result, we, our prior, current, or future collaborators, or our current or future licensor may need to file infringement, misappropriation, or other intellectual property related claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke such parties to assert counterclaims against us alleging that we infringe, misappropriate, or otherwise violate their intellectual property. In addition, in a patent infringement proceeding, such parties could assert that the patents we, our collaborators, or our licensors have asserted are invalid or unenforceable. In patent litigation in the United States, defenses alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Third parties may institute such claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in non-U.S. jurisdictions (e.g., opposition proceedings). The outcome following legal assertions of invalidity and unenforceability is unpredictable.
An adverse result in any such proceeding could put one or more of our owned, co-owned, or in-licensed current or future patents at risk of being invalidated or interpreted narrowly and could put any of our owned, co-owned, or in-licensed current or future patent applications at risk of not yielding an issued patent. A court may also refuse to stop the third party from using the technology at issue in a proceeding on the grounds that our owned, co-owned, or in-licensed current or future patents do not cover such technology. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information or trade secrets could be compromised by disclosure during this type of litigation. Any of the foregoing could allow such third parties to develop and commercialize competing technologies and products in a non-infringing manner and have a material adverse impact on our business, financial condition, results of operations, and prospects.
Interference or derivation proceedings provoked by third parties, or brought by us or by our collaborators or licensor, or declared by the USPTO may be necessary to determine the priority of inventions with respect to our patents or patent applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms or at all, or if a non-exclusive license is offered and our competitors gain access to the same technology. Our defense of litigation or interference or derivation proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to conduct clinical trials, continue our research programs, license necessary technology from third parties, or enter into development collaborations that would help us bring any product candidates to market.
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Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.
Our commercial success depends upon our ability and the ability of our collaborators and licensor to develop, manufacture, market, and sell any product candidates we may develop and for our collaborators, licensor, customers, and partners to use our proprietary technologies without infringing, misappropriating, or otherwise violating the intellectual property and proprietary rights of third parties. There is considerable patent and other intellectual property litigation in the software, pharmaceutical, and biotechnology industries. We may become party to, or threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to our technology and product candidates, including interference proceedings, post grant review, inter partes review, and derivation proceedings before the USPTO and similar proceedings in non-U.S. jurisdictions such as oppositions before the European Patent Office. Numerous U.S. and non-U.S. issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are pursuing development candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our technologies or product candidates that we may identify may be subject to claims of infringement of the patent rights of third parties.
The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability of success might be initiated and require significant resources to defend. Litigation and contested proceedings can also be expensive and time-consuming, and our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can. The risks of being involved in such litigation and proceedings may increase if and as any product candidates near commercialization and as we gain the greater visibility associated with being a public company. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future, regardless of merit. We may not be aware of all such intellectual property rights potentially relating to our technology and product candidates and their uses, or we may incorrectly conclude that third-party intellectual property is invalid or that our activities and product candidates do not infringe such intellectual property. Thus, we do not know with certainty that our technology and product candidates, or our development and commercialization thereof, do not and will not infringe, misappropriate or otherwise violate any third party’s intellectual property.
Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, formulations or methods, such as methods of manufacture or methods for treatment, related to the discovery, use or manufacture of the product candidates that we may identify or related to our technologies. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that the product candidates that we may identify may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. Moreover, as noted above, there may be existing patents that we are not aware of or that we have incorrectly concluded are invalid or not infringed by our activities. If any third-party patents were held by a court of competent jurisdiction to cover, for example, the manufacturing process of the product candidates that we may identify, any molecules formed during the manufacturing process or any final product itself, the holders of any such patents may be able to block our ability to commercialize such product candidate unless we obtained a license under the applicable patents, or until such patents expire.
Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize the product candidates that we may identify. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign our infringing products, be forced to indemnify our customers, licensor, or collaborators or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.
We may choose to take a license or, if we are found to infringe, misappropriate, or otherwise violate a third party’s intellectual property rights, we could also be required to obtain a license from such third party to continue developing, manufacturing and marketing our technology and product candidates. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us and could require us to make substantial licensing and royalty payments. We could be forced, including by court order, to cease developing, manufacturing and commercializing the infringing technology or product. A finding of infringement could prevent us from commercializing any product candidates or force us to cease some of our business operations, which could
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materially harm our business. In addition, we may be forced to redesign any product candidates, seek new regulatory approvals and indemnify third parties pursuant to contractual agreements. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar material adverse effect on our business, financial condition, results of operations, and prospects.
We may be subject to claims by third parties asserting that our employees, consultants, or contractors have wrongfully used or disclosed confidential information of third parties, or we have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
Certain of our employees, consultants, and contractors were previously employed at universities or other software or biopharmaceutical companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these individuals or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims.
In addition, while it is our policy to require that our employees, consultants and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our intellectual property assignment agreements with them may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a material adverse effect on our business, financial condition, results of operations, and prospects.
If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could have a material adverse effect on our competitive business position and prospects. Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such third party to commercialize our technology or products, which license may not be available on commercially reasonable terms, or at all, or such license may be non-exclusive. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our management and employees.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed.
In addition to seeking patents for any product candidates and technology, we also rely on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information, to maintain our competitive position. We seek to protect our trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract research organizations, contract manufacturers, consultants, advisors, collaborators, and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants, but we cannot guarantee that we have entered into such agreements with each party that may have or has had access to our trade secrets or proprietary technology. Despite these efforts, any of these parties may inadvertently or intentionally breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Detecting the disclosure or misappropriation of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside of the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, our competitive position may be materially and adversely harmed.
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If our product candidates or any of our future product candidates obtain regulatory approval, additional competitors could enter the market with generic versions of such products, which may result in a material decline in sales of our competing products.
Under the Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Amendments, to the Federal Food, Drug and Cosmetic Act, or FDCA, a company may file an abbreviated new drug application, or ANDA, seeking approval of a generic version of an approved innovator product. Under the Hatch-Waxman Amendments, a company may also submit a new drug application, or NDA, under section 505(b)(2) of the FDCA that references the FDA’s prior approval of the innovator product or preclinical studies and/or clinical trials that were not conducted by, or for, the sponsor and for which the sponsor has not obtained a right of reference. A 505(b)(2) NDA product may be for a new or improved version of the original innovator product. The Hatch-Waxman Amendments also provide for certain periods of regulatory exclusivity, which preclude FDA approval (or in some circumstances, FDA filing and review) of an ANDA or 505(b)(2) NDA.
In certain circumstances, third parties may file an ANDA or NDA under Section 505(b)(2) as early as the so-called “NCE-1” date that is one year before the expiry of the five-year period of New Chemical Entity exclusivity or more generally four years after NDA approval. The third parties are allowed to rely on the safety and effectiveness data of the innovator’s product, may not need to conduct clinical trials and can market a competing version of a product after the expiration or loss of patent exclusivity or the expiration or loss of regulatory exclusivity and often charge significantly lower prices. Upon the expiration or loss of patent protection or the expiration or loss of regulatory exclusivity for a product, the major portion of revenues for that product may be dramatically reduced in a very short period of time. If we are not successful in defending our patents and regulatory exclusivities, we will not derive the expected benefit from them.
In addition to the benefits of regulatory exclusivity, an innovator NDA holder may have patents claiming the active ingredient, product formulation or an approved use of the drug, which would be listed with the product in the FDA publication “Approved Drug Products with Therapeutic Equivalence Evaluations,” known as the Orange Book. If there are patents listed in the Orange Book for the applicable, approved innovator product, a generic or 505(b)(2) sponsor that seeks to market its product before expiration of the patents must include in their applications what is known as a “Paragraph IV” certification, challenging the validity or enforceability, or claiming non-infringement, of the listed patent or patents. Notice of the certification must be given to the patent owner and NDA holder and if, within 45 days of receiving notice, either the patent owner or NDA holder sues for patent infringement, approval of the ANDA or 505(b)(2) NDA is stayed for up to 30 months.
Accordingly, if any of our product candidates that are regulated as drugs are approved, competitors could file ANDAs for generic versions of these products or 505(b)(2) NDAs that reference our products. If there are patents listed for such drug products in the Orange Book, those ANDAs and 505(b)(2) NDAs would be required to include a certification as to each listed patent indicating whether the ANDA sponsor does or does not intend to challenge the patent. We cannot predict which, if any, patents in our current portfolio or patents we may obtain in the future will be eligible for listing in the Orange Book, how any generic competitor would address such patents, whether we would sue on any such patents or the outcome of any such suit.
Risks Related to Regulatory and Other Legal Compliance Matters
Even if we complete the necessary preclinical studies and clinical trials, the regulatory approval process is expensive, time consuming and uncertain and may prevent us from obtaining approvals for the commercialization of some or all of our product candidates. As a result, we cannot predict when or if, and in which territories, we will obtain marketing approval to commercialize a product candidate.
The research, testing, manufacturing, labeling, approval, selling, marketing, promotion and distribution of products are subject to extensive regulation by the FDA and comparable foreign regulatory authorities. We are not permitted to market our product candidates in the United States or in other countries until we receive approval of a new drug application from the FDA or marketing approval from applicable regulatory authorities outside the United States. Our product candidates are in various stages of development and are subject to the risks of failure inherent in drug development. We have not submitted an application for or received marketing approval for any of our product candidates in the United States or in any other jurisdiction. We have no experience as a company in filing and supporting the applications necessary to gain marketing approvals and expect to rely on third-party CROs to assist us in this process.
The process of obtaining marketing approvals, both in the United States and abroad, is lengthy, expensive and uncertain. It may take many years, if approval is obtained at all, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the product candidates involved. Securing marketing approval requires the submission of extensive preclinical and clinical data and supporting information, including manufacturing information, to
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regulatory authorities for each therapeutic indication to establish the product candidate’s safety and efficacy. The FDA or other regulatory authorities may determine that our product candidates are not safe and effective, only moderately effective or have undesirable or unintended side effects, toxicities or other characteristics that preclude our obtaining marketing approval or prevent or limit commercial use.
In addition, under the Pediatric Research Equity Act, or PREA, applications and certain types of supplements to applications must contain data to assess the safety and effectiveness of the product in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective, unless the sponsor receives a deferral or waiver from the FDA. A deferral may be granted for several reasons, including a finding that the product or therapeutic candidate is ready for approval for use in adults before pediatric trials are complete or that additional safety or effectiveness data needs to be collected before the pediatric trials begin. The applicable legislation in the European Union also requires sponsors to either conduct clinical trials in a pediatric population in accordance with a Pediatric Investigation Plan approved by the Pediatric Committee of EMA, or to obtain a waiver or deferral from the conduct of these studies by this Committee. For any of our product candidates for which we are seeking regulatory approval in the United States or the European Union, we cannot guarantee that we will be able to obtain a waiver or alternatively complete any required studies and other requirements in a timely manner, or at all, which could result in associated reputational harm and subject us to enforcement action.
The FDA reviews an application to determine whether there is “substantial evidence” to support a finding of effectiveness for the proposed product for its intended use(s). The FDA has interpreted this evidentiary standard to generally require two adequate and well-controlled clinical trials to establish effectiveness of a new product. Under certain circumstances, however, the FDA has indicated that a single trial with certain characteristics and additional information may satisfy this standard. The FDA issued draft guidance in September 2023 that outlines considerations for relying on confirmatory evidence in lieu of a second clinical trial to demonstrate efficacy. The FDA has not yet finalized such guidance but, in February 2026, then existing FDA leadership published an editorial in the New England Journal of Medicine in which they declared that, in most cases, the new default requirement for FDA approval of a new product will be one robust pivotal clinical trial plus confirmatory evidence, rather than two pivotal clinical trials. In determining whether to rely on one trial, the FDA will focus on the single trial’s quality, including magnitude of effect, appropriateness of control arms, endpoint selection, statistical power, blinding, handling of missing data, biological plausibility and alignment with intermediate biomarkers. At this point, it is unclear how this new policy will be implemented by the FDA and how, if at all, it will affect our clinical development programs.
In addition, changes in marketing approval policies during the development period, changes in or the enactment or promulgation of additional statutes, regulations or guidance or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. Regulatory authorities have substantial discretion in the approval process and varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent marketing approval of a product candidate. Any marketing approval we ultimately obtain may be limited or subject to restrictions or post-approval commitments that render the approved product not commercially viable.
Moreover, principal investigators for our clinical trials may serve as scientific advisors or consultants to us and receive compensation in connection with such services. Under certain circumstances, we may be required to report some of these relationships to the FDA or comparable foreign regulatory authorities. The FDA or a comparable foreign regulatory authority may conclude that a financial relationship between us and a principal investigator has created a conflict of interest or otherwise affected interpretation of the study. The FDA or comparable foreign regulatory authority may therefore question the integrity of the data generated at the applicable clinical trial site and the utility of the clinical trial itself may be jeopardized. This could result in a delay in approval, or rejection, of our marketing applications by the FDA or comparable foreign regulatory authority, as the case may be, and may ultimately lead to the denial of marketing approval of one or more of our product candidates.
Finally, we could be adversely affected by several significant administrative law cases decided by the U.S. Supreme Court in 2024. In Loper Bright Enterprises v. Raimondo, for example, the court overruled Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc., which for 40 years required federal courts to defer to permissible agency interpretations of statutes that are silent or ambiguous on a particular topic. The U.S. Supreme Court stripped federal agencies of this presumptive deference and held that courts must exercise their independent judgment when deciding whether an agency such as the FDA acted within its statutory authority under the Administrative Procedure Act, or the APA. Additionally, in Corner Post, Inc. v. Board of Governors of the Federal Reserve System, the court held that actions to challenge a federal regulation under the APA can be initiated within six years of the date of injury to the plaintiff, rather
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than the date the rule is finalized. The decision appears to give prospective plaintiffs a personal statute of limitations to challenge longstanding agency regulations. Another decision, Securities and Exchange Commission v. Jarkesy, overturned regulatory agencies’ ability to impose civil penalties in administrative proceedings. These decisions could introduce additional uncertainty into the regulatory process and may result in additional legal challenges to actions taken by federal regulatory agencies, including the FDA and CMS. In addition to potential changes to regulations as a result of legal challenges, these decisions may result in increased regulatory uncertainty and delays and other impacts, any of which could adversely impact our business and operations.
Failure to obtain marketing approval in foreign jurisdictions would prevent any product candidates we may develop from being marketed in such jurisdictions, which, in turn, would materially impair our ability to generate revenue.
In order to market and sell any product candidate we may develop in the European Union and many other foreign jurisdictions, we or our collaborators must obtain separate marketing approvals and comply with numerous and varying local regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may differ substantially from that required to obtain FDA approval. The regulatory approval process outside the United States generally includes all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States, it is required that the product be approved for reimbursement before the product can be approved for sale in that country. We or these third parties may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the United States does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA. We may not be able to file for marketing approvals and we may not receive necessary approvals to commercialize our product candidates in any jurisdiction, which would materially impair our ability to generate revenue.
Additionally, we could face heightened risks with respect to obtaining marketing authorization in the UK as a result of the withdrawal of the UK from the European Union, commonly referred to as Brexit. The UK is no longer part of the European Single Market and EU Customs Union. As of January 1, 2025, the Medicines and Healthcare Products Regulatory Agency, or MHRA, is responsible for approving all medicinal products destined for the United Kingdom market (i.e., Great Britain and Northern Ireland). On April 28, 2025, the UK Parliament adopted amendments to improve and strengthen the UK’s clinical trials regulatory regime, which took effect on April 28, 2026. In anticipation of these new requirements, on October 1, 2025, the MHRA updated its guidance for clinical trials to address, among other things, research transparency requirements for clinical trials, the approvals process, Research Ethics Committee review of clinical trials, simplified arrangements for consent in clinical trials and pharmacovigilance. Since the UK left the European Union prior to the date on which the EU CTR took effect, the UK legal framework did not benefit from the same revisions as occurred at EU level.
At the same time, a new international recognition procedure, or IRP, will apply, which intends to facilitate approval of pharmaceutical products in the UK. The IRP is open to applicants that have already received an authorization for the same product from one of the MHRA’s specified Reference Regulators, or RRs. The RRs notably include EMA and regulators in the EU/European Economic Area member states for approvals in the EU centralized procedure and mutual recognition procedure as well as the FDA (for product approvals granted in the U.S.). However, the concrete functioning of the IRP is currently unclear. Any delay in obtaining, or an inability to obtain, any marketing approvals may force us or our collaborators to restrict or delay efforts to seek regulatory approval in the UK for our product candidates, which could significantly and materially harm our business.
In addition, foreign regulatory authorities may change their approval policies and new regulations may be enacted. For instance, the European Union pharmaceutical legislation is currently undergoing a complete review process, in the context of the Pharmaceutical Strategy for Europe initiative, launched by the European Commission in November 2020. The European Commission’s proposal for revision of several legislative instruments related to medicinal products (potentially reducing the duration of regulatory data protection, revising the eligibility for expedited pathways, etc.) was published on April 26, 2023. On June 4, 2025, the Council of the European Union adopted its position on the proposed overhaul of the EU general pharmaceutical legislative framework, which is known as the new Pharma Package. On December 11, 2025, the European Parliament and European Council reached a provisional political agreement on the legislation. The revisions may have a significant impact on the pharmaceutical industry and our business. The new Pharma Package would, among other things, set a baseline period of eight years of data exclusivity and one year of market exclusivity with possible extensions for new indications up to a maximum of 11 years total. The new framework is expected to be adopted by the fall of 2026 and there will likely be a transition period of 24 months, with the changes taking effect in mid-2028.
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We expect that we will be subject to additional risks in commercializing any of our product candidates that receive marketing approval outside the United States, including tariffs, trade barriers and regulatory requirements; economic weakness, including inflation, or political instability in particular foreign economies and markets; compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country; and workforce uncertainty in countries where labor unrest is more common than in the United States.
We, or our collaborators, may seek approval from the FDA or comparable foreign regulatory authorities to use accelerated development pathways for our product candidates. If we, or our collaborators, are not able to use such pathways, we, or they, may be required to conduct additional clinical trials beyond those that are contemplated, which would increase the expense of obtaining, and delay the receipt of, necessary marketing approvals, if we, or they, receive them at all. In addition, even if an accelerated approval pathway is available to us, or our collaborators, it may not lead to expedited approval of our product candidates, or approval at all.
Under the Federal Food, Drug and Cosmetic Act, or FDCA, and implementing regulations, the FDA may grant accelerated approval to a product candidate to treat a serious or life-threatening condition that provides meaningful therapeutic benefit over available therapies, upon a determination that the product has an effect on a surrogate endpoint or intermediate clinical endpoint that is reasonably likely to predict clinical benefit. The FDA considers a clinical benefit to be a positive therapeutic effect that is clinically meaningful in the context of a given disease, such as irreversible morbidity or mortality. For the purposes of accelerated approval, a surrogate endpoint is a marker, such as a laboratory measurement, radiographic image, physical sign, or other measure that is thought to predict clinical benefit, but is not itself a measure of clinical benefit. An intermediate clinical endpoint is a clinical endpoint that can be measured earlier than an effect on irreversible morbidity or mortality that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit measurement of a therapeutic effect that is considered reasonably likely to predict the clinical benefit of a drug. The accelerated approval pathway may be used in cases in which the advantage of a new drug over available therapy may not be a direct therapeutic advantage, but is a clinically important improvement from a patient and public health perspective. Similar risks to those described above are also applicable to any application that we, or our collaborators, may submit in other jurisdictions outside of the United States.
There can be no assurance that the FDA or foreign regulatory agencies will agree with our, or our collaborators’, surrogate endpoints or intermediate clinical endpoints in any of our, or their, clinical trials, or that we, or our collaborators, will decide to pursue or submit any NDA for accelerated approval or any other form of expedited development, review or approval. Similarly, there can be no assurance that, after feedback from the FDA or comparable foreign regulatory agencies, we, or our collaborators, will continue to pursue or apply for accelerated approval or any other form of expedited development, review or approval. Furthermore, for any submission of an application for accelerated approval or application under another expedited regulatory designation, there can be no assurance that such submission or application will be accepted for filing or that any expedited development, review or approval will be granted on a timely basis, or at all.
Finally, there can be no assurance that we will satisfy all FDA requirements, including new provisions, that govern accelerated approval. For example, with passage of the FDORA in December 2022, Congress modified certain provisions governing accelerated approval of drug and biologic products. Specifically, the new legislation authorized the FDA to require a sponsor to have its confirmatory clinical trial underway before accelerated approval is awarded and to submit progress reports on its post-approval studies to FDA every six months until the study is completed. Moreover, FDORA established expedited procedures authorizing FDA to withdraw an accelerated approval if certain conditions are met, including where a required confirmatory study fails to verify and describe the predicted clinical benefit or where evidence demonstrates the product is not shown to be safe or effective under the conditions of use. The FDA may also use such procedures to withdraw an accelerated approval if a sponsor fails to conduct any required post-approval study of the product with due diligence, including with respect to “conditions specified by the Secretary.” The new procedures include the provision of due notice and an explanation for a proposed withdrawal, and opportunities for a meeting with the FDA Commissioner or the FDA Commissioner’s designee and a written appeal, among other things. We will need to fully comply with these and other requirements in connection with the development and approval of any product candidate that qualifies for accelerated approval.
In March 2023, the FDA issued draft guidance that outlines its thinking and approach to accelerated approval. The FDA indicated that the accelerated approval pathway is commonly used for approval of oncology drugs due to the serious and life-threatening nature of cancer. Although single-arm trials have been commonly used to support accelerated approval, a randomized controlled trial is the preferred approach as it provides a more robust efficacy and safety assessment and allows for direct comparisons to an available therapy. To that end, the FDA outlined considerations for designing, conducting, and analyzing data for trials intended to support accelerated approvals of oncology therapeutics. Subsequently, in December 2024 and January 2025, the FDA issued additional draft guidances relating to accelerated approval. These
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guidances describe FDA’s views on what it means to conduct a confirmatory trial with due diligence and how the FDA plans to interpret whether such a study needs to be underway at the time of approval. While these guidances are currently only in draft form and will ultimately not be legally binding even when finalized, sponsors typically observe the FDA’s guidance closely to ensure that their investigational products qualify for accelerated approval.
Accordingly, a failure to obtain and maintain accelerated approval or any other form of expedited development, review or approval for our product candidates, or withdrawal of a product candidate, would result in a longer time period until commercialization of such product candidate, could increase the cost of development of such product candidate and could harm our competitive position in the marketplace.
We have and may continue to seek certain designations for our product candidates, including Breakthrough Therapy, Fast Track and Priority Review designations in the United States, and PRIME Designation in the European Union, but we might not receive such designations, and even if we do, such designations may not lead to a faster development or regulatory review or approval process.
We have and may continue to seek certain designations for one or more of our product candidates that could expedite review and approval by the FDA. A Breakthrough Therapy product is defined as a product that is intended, alone or in combination with one or more other products, to treat a serious condition, and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For products that have been designated as Breakthrough Therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens.
The FDA may also designate a product for Fast Track review if it is intended, whether alone or in combination with one or more other products, for the treatment of a serious or life-threatening disease or condition, and it demonstrates the potential to address unmet medical needs for such a disease or condition. For Fast Track products, sponsors may have greater interactions with the FDA and the FDA may initiate review of sections of a Fast Track product’s application before the application is complete. This rolling review may be available if the FDA determines, after preliminary evaluation of clinical data submitted by the sponsor, that a Fast Track product may be effective. In June 2025, the FDA granted Fast Track designation for SGR-1505 for the treatment of adult patients with Waldenström macroglobulinemia that have failed at least two lines of therapy, including a BTK inhibitor.
We may also seek a priority review designation for one or more of our product candidates. If the FDA determines that a product candidate is intended to treat a serious condition, and if approved, offers a significant improvement in safety or effectiveness, the FDA may designate the product candidate for priority review. Significant improvement may be illustrated by evidence of increased effectiveness in the treatment of a condition, elimination or substantial reduction of a treatment-limiting product reaction, documented enhancement of patient compliance that may lead to improvement in serious outcomes, and evidence of safety and effectiveness in a new subpopulation. A priority review designation means that the goal for the FDA to review an application is six months, rather than the standard review period of ten months.
These designations are within the discretion of the FDA. Accordingly, even if we believe that one of our product candidates meets the criteria for these designations, the FDA may disagree and instead determine not to make such designation. Further, even if we receive a designation, the receipt of such designation for a product candidate may not result in a faster development or regulatory review or approval process compared to products considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of our product candidates qualifies for these designations, the FDA may later decide that the product candidates no longer meet the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.
In the European Union, we may seek PRIME designation for our product candidates in the future. PRIME is a voluntary program aimed at enhancing the EMA’s role to reinforce scientific and regulatory support in order to optimize development and enable accelerated assessment of new medicines that are of major public health interest with the potential to address unmet medical needs. The program focuses on medicines that target conditions for which there exists no satisfactory method of treatment in the European Union or even if such a method exists, it may offer a major therapeutic advantage over existing treatments. PRIME is limited to medicines under development and not authorized in the European Union and the applicant intends to apply for an initial marketing authorization application through the centralized procedure. To be accepted for PRIME, a product candidate must meet the eligibility criteria in respect of its major public health interest and therapeutic innovation based on information that is capable of substantiating the claims. The benefits of a PRIME designation include the appointment of a Committee for Medicinal Products for Human Use rapporteur to provide continued support and help to build knowledge ahead of a marketing authorization application, early dialogue and
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scientific advice at key development milestones, and the potential to qualify products for accelerated review, meaning reduction in the review time for an opinion on approvability to be issued earlier in the application process. PRIME enables an applicant to request parallel EMA scientific advice and health technology assessment advice to facilitate timely market access. Even if we receive PRIME designation for any of our product candidates, the designation may not result in a materially faster development process, review or approval compared to conventional EMA procedures. Further, obtaining PRIME designation does not assure or increase the likelihood of EMA’s grant of a marketing authorization.
We may not be able to obtain orphan drug exclusivity for any product candidates we may develop, and even if we do, that exclusivity may not prevent the FDA or the EMA from approving other competing products.
Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug or biologic intended to treat a rare disease or condition. A similar regulatory scheme governs approval of orphan products by the EMA in the European Union. Generally, if a product candidate with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such designation, the product is entitled to a period of marketing exclusivity, which precludes the FDA or the EMA from approving another marketing application for the same product for the same therapeutic indication for that time period. The applicable period is seven years in the United States and ten years in the European Union. The exclusivity period in the European Union can be reduced to six years if a product no longer meets the criteria for orphan drug designation, in particular if the product is sufficiently profitable so that market exclusivity is no longer justified.
In order for the FDA to grant orphan drug exclusivity to one of our products, the FDA must find that the product is indicated for the treatment of a condition or disease with a patient population of fewer than 200,000 individuals annually in the United States. The FDA may conclude that the condition or disease for which we seek orphan drug exclusivity does not meet this standard. Even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because different products can be approved for the same condition. In addition, even after an orphan drug is approved, the FDA can subsequently approve the same product for the same condition if the FDA concludes that the later product is clinically superior in that it is shown to be safer, more effective or makes a major contribution to patient care. Orphan drug exclusivity may also be lost if the FDA or EMA determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the product to meet the needs of the patients with the rare disease or condition.
In 2017, the Congress passed the FDA Reauthorization Act of 2017, or FDARA, which, among other things, codified the FDA’s pre-existing regulatory interpretation, to require that a drug sponsor demonstrate the clinical superiority of an orphan drug that is otherwise the same as a previously approved drug for the same rare disease in order to receive orphan drug exclusivity. Under Omnibus legislation signed by President Trump on December 27, 2020, the requirement for a product to show clinical superiority applies to drugs and biologics that received orphan drug designation before enactment of FDARA in 2017, but have not yet been approved or licensed by the FDA.
The FDA and Congress may further reevaluate the Orphan Drug Act and its regulations and policies. For example, in September 2021, the Court of Appeals for the 11th Circuit held that, for the purpose of determining the scope of orphan drug exclusivity, the term “same disease or condition” means the designated “rare disease or condition” and not the “indication or use” for which the product is approved. Subsequently, in another case, a federal district court in Washington, D.C. followed the reasoning of the 11th Circuit decision and that decision was appealed to the U.S. Court of Appeals for the D.C. Circuit. On February 3, 2026, the Consolidated Appropriations Act of 2026 was enacted into law. It overruled these court decisions and codified the FDA’s longstanding interpretation of the scope of orphan drug exclusivity to apply to “the same drug for the same approved use or indication within such [designated] rare disease or condition.” This change, which applies retroactively, expressly authorizes the FDA to approve multiple versions of the same orphan drug for different sub-indications and subpopulations, such as adult and pediatric patients or multiple variations of the same disease that are caused by different genetic variants. We do not know if, when, or how the FDA may further change the orphan drug regulations and policies in the future, and it is uncertain how any changes might affect our business. Depending on what changes the FDA may make to its orphan drug regulations and policies, our business could be adversely impacted.
In addition, to obtain orphan drug designation in the European Union, we would need to demonstrate that there exists no satisfactory method of diagnosis, prevention or treatment of the condition in question that has been authorized in the European Union or, if such method exists, the medicinal product will be of significant benefit to those affected by that condition. There is no assurance that we would be able to meet that standard for any of our product candidates. Further, if we do obtain orphan drug designation for a candidate product in the EU, we will not be able to maintain that designation if we are not able to show, to the satisfaction of the EU regulatory authorities, that the product candidate is of significant
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benefit to patients over available commercial products for the indication in the EU and any additional products that are ahead of our product candidate in clinical development for the indication.
Even if we, or any collaborators we may have, obtain marketing approvals for any product candidates we may develop, the terms of approvals and ongoing regulation of our products could require the substantial expenditure of resources and may limit how we, or they, manufacture and market such products, which could materially impair our ability to generate revenue.
Any product candidate for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, advertising and promotional activities for such medicine, will be subject to continual requirements of and review by the FDA and other regulatory authorities. These requirements include submissions of safety and other post-marketing information and reports, registration and listing requirements, cGMP requirements relating to quality control, quality assurance and corresponding maintenance of records and documents, and requirements regarding the distribution of samples to physicians and recordkeeping. For example, the holder of an approved NDA is obligated to monitor and report adverse events and any failure of a product to meet the specifications in the NDA. The holder of an approved NDA must also submit new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process. Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses for which the medicine may be marketed or to the conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the medicine.
Accordingly, assuming we, or any collaborators we may have, receive marketing approval for one or more product candidates we may develop, we, and such collaborators, and our and their contract manufacturers will continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production, product surveillance and quality control. If we and such collaborators are not able to comply with post-approval regulatory requirements, we and such collaborators could have the marketing approvals for our products withdrawn by regulatory authorities and our, or such collaborators’, ability to market any future products could be limited, which could adversely affect our ability to achieve or sustain profitability. Further, the cost of compliance with post-approval regulations may have a negative effect on our business, operating results, financial condition and prospects. Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize any product candidates we may develop and generate revenues.
In addition, later discovery of previously unknown problems with our medicines, manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including:
•restrictions on such medicines, manufacturers or manufacturing processes;
•restrictions on the labeling or marketing of a medicine;
•restrictions on the distribution or use of a medicine;
•requirements to conduct post-marketing clinical trials;
•receipt of warning or untitled letters;
•withdrawal of the medicines from the market;
•refusal to approve pending applications or supplements to approved applications that we submit;
•recall of medicines;
•fines, restitution or disgorgement of profits or revenue;
•suspension or withdrawal of marketing approvals;
•suspension of any ongoing clinical trials;
•refusal to permit the import or export of our medicines;
•product seizure; and
•injunctions or the imposition of civil or criminal penalties.
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Additionally, if any product candidates we may develop receive marketing approval, the FDA could require us to adopt risk evaluation and mitigation strategies, or REMS, to ensure that the benefits outweigh its risks, which may include, among other things, a medication guide outlining the risks of the product for distribution to patients and a communication plan to healthcare practitioners. Furthermore, if we or others later identify undesirable side effects caused by our product candidate, several potentially significant negative consequences could result, including:
•regulatory authorities may suspend or withdraw approvals of such product candidate;
•regulatory authorities may require additional warnings on the label;
•we may be required to change the way a product candidate is administered or conduct additional clinical trials;
•we could be sued and held liable for harm caused to patients; and
•our reputation may suffer.
Finally, our ability to develop and market new drug products may be impacted by litigation challenging the FDA’s approval of another company’s drug product. In April 2023, the U.S. District Court for the Northern District of Texas invalidated the approval by the FDA of mifepristone, a drug product which was originally approved in 2000 and whose distribution is governed by various measures adopted under a REMS. The Court of Appeals for the Fifth Circuit declined to order the removal of mifepristone from the market but did hold that plaintiffs were likely to prevail in their claim that changes allowing for expanded access of mifepristone, which the FDA authorized in 2016 and 2021, were arbitrary and capricious. In June 2024, the Supreme Court reversed that decision after unanimously finding that the plaintiffs (anti-abortion doctors and organizations) did not have standing to bring this legal action against the FDA. On October 11, 2024, the Attorneys General of three states (Missouri, Idaho and Kansas) filed an amended complaint in the district court in Texas challenging FDA’s actions. On January 16, 2025, the district court agreed to allow these states to file an amended complaint and continue to pursue this challenge. Thereafter, on September 30, 2025, the district court declined to dismiss the case and, instead, transferred it to federal district court in the Eastern District of Missouri. Depending on the outcome of this litigation, our ability to develop new drug product candidates and to maintain approval of existing drug products could be delayed, undermined or subject to protracted litigation.
Disruptions at the FDA and other government agencies from funding cuts, personnel losses, regulatory reform, government shutdowns and other developments could hinder our ability to obtain guidance from the FDA regarding our programs and develop and secure approval of our product candidates in a timely manner, which would negatively impact our business.
The FDA and comparable regulatory agencies in foreign jurisdictions, play an important role in the development of our product candidates by providing guidance on our programs and reviewing our regulatory submissions. If these oversight and review activities are disrupted, then correspondingly our ability to develop and secure timely approval of our product candidates could be impacted in a negative manner.
For example, the loss of FDA leadership and personnel could lead to disruptions and delays in FDA guidance, review and approval of our product candidates. Pursuant to President Trump's E.O. 14210, “Implementing the President’s ‘Department of Government Efficiency’ Workforce Optimization Initiative,” the Secretary of Department of Health and Human Services, or HHS, announced on March 27, 2025, a reorganization and reduction in force across the Department of approximately 20,000 employees, with FDA’s workforce to decrease by 3,500 full-time employees. Shortly thereafter, thousands of employees at the FDA were fired on April 1, 2025. On July 14, 2025, following litigation reaching the U.S. Supreme Court, the administration began to carry out these layoffs across HHS, including the FDA.
Further, while the FDA’s review of marketing applications and other activities for new drugs and biologics is largely funded through the user fee program established under the Prescription Drug User Fee Act, or PDUFA, it remains unclear how the administration’s reduction in force and budget cuts will impact this program and the ability of the FDA to provide guidance and review our product candidates in a timely manner. For example, while the FDA reduction in force did not reportedly specifically target FDA reviewers, many operations, administrative and policy staff that help support such reviews were affected and those losses could lead to delays in PDUFA reviews and related activities. As of July 15, 2025, there has been at least one report in which the FDA failed to meet a PDUFA goal date for approval of an NDA due to heavy workload and limited resources.
There is also substantial uncertainty as to how regulatory reform measures being implemented by the Trump Administration across the government will impact the FDA and other federal agencies with jurisdiction over our activities.
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For example, since taking office, President Trump has issued a number of executive orders that could have a significant impact on the manner in which the FDA conducts its operations and engages in regulatory and oversight activities. These include E.O. 14192, “Unleashing Prosperity Through Deregulation,” January 31, 2025; E.O. 14212, “Establishing the President’s Make America Healthy Again Commission,” February 13, 2025; and E.O. 14219, “Ensuring Lawful Governance and Implementing the President’s ‘Department of Government Efficiency’ Deregulatory Initiative,” February 21, 2025. If these or other orders or executive actions impose constraints on the FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.
Similarly, actions by the U.S. government have significantly disrupted the operations of U.S. government agencies such as the National Institutes of Health, National Science Foundation, Centers for Disease Control and Prevention, and FDA, which have traditionally provided funding for basic research, research and development, and clinical testing. These U.S. government actions have included, among other things, suspending, terminating and withholding of disbursements of funds owed under ongoing contracts, grants, and other financial assistance agreements; declining to continue multi-year research projects for additional annual budget periods; canceling or delaying solicitations for new contract, grant and other financial assistance awards; canceling or delaying proposal evaluation processes and issuance of such new awards; substantially reducing federal agency staff responsible for managing contract and financial assistance programs; eliminating agency information and resources for facilitating research activity; delaying or terminating federal agency procedures for authorizing international transactions; initiating aggressive enforcement actions that may disrupt the operations of major research universities that are significant contributors to life sciences research in the United States, and threatening access to federal agency contracts and other funding awards based on companies’ otherwise lawful corporate policies and choice of counsel. These U.S. government actions could, directly or indirectly, significantly disrupt, delay, prevent, or increase the costs of our research and product commercialization programs, including our ability to develop new product candidates, conduct clinical trials, implement research collaborations with other companies or institutions, and obtain approvals to market and sell new products.
In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC and other government employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions and could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.
Accordingly, if any of the foregoing developments and others impact the ability of the FDA to provide us with guidance regarding our programs or delay the agency’s review and processing of our regulatory submissions, our business would be negatively impacted. Further, any future government shutdown could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.
Current and future legislation may increase the difficulty and cost for us to obtain reimbursement for any of our product candidates that do receive marketing approval.
In the United States and foreign jurisdictions, there have been a number of legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any product candidates for which we obtain marketing approval. We expect that current laws, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that we may receive for any approved products. If reimbursement of our products is unavailable or limited in scope, our business could be materially harmed.
In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively the ACA. In addition, other legislative changes have been proposed and adopted since the ACA was enacted. In August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. These changes included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and will remain in effect through the first half of 2032 under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act.
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The American Taxpayer Relief Act of 2012, among other things, reduced Medicare payments to several providers and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These laws may result in additional reductions in Medicare and other healthcare funding and otherwise affect the prices we may obtain for any of our product candidates for which we may obtain regulatory approval or the frequency with which any such product candidate is prescribed or used.
Since enactment of the ACA, there have been, and continue to be, numerous legal challenges and Congressional actions to repeal and replace provisions of the law. For example, with enactment of the Tax Cuts and Jobs Act in 2017, Congress repealed the "individual mandate." The repeal of this provision, which requires most Americans to carry a minimal level of health insurance, became effective in 2019. In June 2021, the U.S. Supreme Court dismissed the judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the statute.
Litigation and legislation over the ACA are likely to continue, with unpredictable and uncertain results. During the first Trump Administration, the Congress and administration sought to overturn the ACA and related measures. Shortly after taking office in January 2025, President Trump revoked numerous executive orders issued by President Biden, including at least two executive orders that were designed to further implement the ACA. We anticipate similar efforts to undermine the ACA, and the accompanying uncertainty, for the foreseeable future.
In the European Union, on December 13, 2021, Regulation No 2021/2282 on Health Technology Assessment, or HTA, amending Directive 2011/24/EU, was adopted. While the HTA entered into force in January 2022, it only began to apply from January 2025 onwards, with a phased implementation depending on the concerned products. The HTA intends to boost cooperation among European Union member states in assessing health technologies, including new medicinal products as well as certain high-risk medical devices, and provide the basis for cooperation at the European Union level for joint clinical assessments in these areas. It will permit European Union member states to use common HTA tools, methodologies, and procedures across the European Union, working together in four main areas, including joint clinical assessment of the innovative health technologies with the highest potential impact for patients, joint scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual European Union member states will continue to be responsible for assessing non-clinical (e.g., economic, social, ethical) aspects of health technology, and making decisions on pricing and reimbursement.
We expect that these healthcare reforms, as well as other healthcare reform measures that may be adopted in the future, may result in additional reductions in Medicare and other healthcare funding, more rigorous coverage criteria, new payment methodologies and additional downward pressure on the price that we receive for any approved product and/or the level of reimbursement physicians receive for administering any approved product we might bring to market. Reductions in reimbursement levels may negatively impact the prices we receive or the frequency with which our products are prescribed or administered. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. Accordingly, such reforms, if enacted, could have an adverse effect on anticipated revenue from product candidates that we may successfully develop and for which we may obtain marketing approval and may affect our overall financial condition and ability to develop or commercialize product candidates.
The prices of prescription pharmaceuticals in the United States and foreign jurisdictions are subject to considerable legislative and executive actions and could impact the prices we obtain for our products, if and when licensed, as well as impact our ability to find collaborators for our drug discovery programs on commercially acceptable terms.
The prices of prescription pharmaceuticals have been the subject of considerable discussion in the United States. There have been several Congressional inquiries, as well as proposed and enacted state and federal legislation designed to, among other things, bring more transparency to pharmaceutical pricing, review the relationship between pricing and manufacturer patient programs, and reduce the costs of pharmaceuticals under Medicare and Medicaid.
In addition, in October 2020, HHS and the FDA published a final rule allowing states and other entities to develop a Section 804 Importation Program, or SIP, to import certain prescription drugs from Canada into the United States. That regulation was challenged in a lawsuit by the Pharmaceutical Research and Manufacturers of America, or PhRMA, but the case was dismissed by a federal district court in February 2023 after the court found that PhRMA did not have standing to sue HHS. Several states have passed laws allowing for the importation of drugs from Canada and a few states have passed legislation establishing working groups to examine the impact of a state importation program. Several of these states have submitted Section 804 Importation Program proposals to the FDA. In January 2024, the FDA approved Florida's plan for Canadian drug importation. Florida now has authority to import certain drugs for a period of two years once certain
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conditions are met. Florida will first need to submit a pre-import request for each drug selected for importation, which must be approved by the FDA. Florida will also need to relabel the drugs and perform quality testing of the products to meet FDA standards. On May 6, 2026, the FDA granted Florida another six-month extension—through November 6, 2026—to begin implementation. In January 2026, the FDA introduced a Section 804 Importation Program Quality Assurance (QA) Tool intended to help states and tribes prepare compliant SIP submissions. The tool includes lessons learned from earlier submissions, practical guidance, and tips for meeting FDA requirements.
Further, on November 20, 2020, HHS finalized a regulation that would eliminate the current safe harbor for Medicare drug rebates and create new safe harbors for beneficiary point-of-sale discounts and pharmacy benefit manager service fees. It originally was set to go into effect on January 1, 2022, but with passage of the IRA has been delayed by Congress until January 1, 2032.
The IRA has implications for Medicare Part D, which is a program available to individuals who are entitled to Medicare Part A or enrolled in Medicare Part B to give them the option of paying a monthly premium for outpatient prescription drug coverage. Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation; and replaced the Part D coverage gap discount program with a new discounting program in 2025. The IRA permits the Secretary of the HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years.
Specifically, with respect to price negotiations, Congress authorized Medicare to negotiate lower prices for certain costly single-source drug and biologic products that do not have competing generics or biosimilars and are reimbursed under Medicare Part B and Part D. CMS may negotiate prices for ten high-cost drugs paid for by Medicare Part D starting in 2026, followed by 15 Part D drugs in 2027, 15 Part B or Part D drugs in 2028, and 20 Part B or Part D drugs in 2029 and beyond. This provision applies to drug products that have been approved for at least nine years and biologics that have been licensed for 13 years. Drugs and biologics that have been approved for a single rare disease or condition were originally categorically excluded from price negotiation. With passage of the OBBBA in July 2025, Congress extended this exemption to drugs and biologics with multiple orphan drug designations.
The first cycle of negotiations for the Medicare Drug Price Negotiation Program commenced in the summer of 2023. On August 15, 2024, the HHS published the results of the first Medicare drug price negotiations for ten selected drugs that treat a range of conditions, including diabetes, chronic kidney disease, and rheumatoid arthritis. The prices of these ten drugs became effective January 1, 2026. On January 17, 2025, CMS announced its selection of 15 additional drugs covered by Part D for the second cycle of negotiations. Thereafter, following the change in administrations, CMS issued a public statement on January 29, 2025, declaring that lowering the cost of prescription drugs is a top priority of the new administration and CMS is committed to considering opportunities to bring greater transparency in the negotiation program. The second cycle of negotiations with participating drug companies occurred during 2025, and any negotiated prices for this second set of drugs will be effective starting January 1, 2027.
We would be fully at risk of government action if our products or those of our partners are the subject of Medicare price negotiations. Moreover, given the risk that could be the case, these provisions of the IRA may also further heighten the risk that we would not be able to achieve the expected return on our drug products or full value of our patents protecting our products if prices are set after such products have been on the market for nine years.
Furthermore, these provisions of the IRA may cause some companies to shift their research portfolio and priorities more towards large molecules (i.e., biologics such as antibodies) rather than small molecules. Although we do have applications of our technology to biologics, we do not yet have the same validation or value for large molecule discovery as we do for small molecule discovery. Accordingly, if the IRA causes the pharmaceutical industry to pivot investment and portfolio strategy away from small molecule drug discovery and towards biologics, it could have a material adverse effect on the expected value of our drug discovery programs and also on the perceived value of using our software to develop product candidates. In addition, if investment levels and development interest in small molecule therapeutics decreased, it may become more difficult for us to enter into collaborations on commercially acceptable terms, or at all, for our proprietary drug discovery programs. If we are unable to find suitable collaborators and/or partners for our programs, we may be forced to fund and undertake development or commercialization activities on our own for more programs than we would otherwise expect to, or plan for, which could adversely affect our business and financial condition.
On June 6, 2023, Merck & Co., Inc., filed a lawsuit against HHS and CMS asserting that, among other things, the IRA’s Drug Price Negotiation Program for Medicare constitutes an uncompensated taking in violation of the Fifth
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Amendment of the U.S. Constitution. Subsequently, other parties, including the U.S. Chamber of Commerce and other pharmaceutical companies also filed lawsuits in various courts with similar constitutional claims against HHS and CMS. Every court that has thus far considered substantive challenges to the Medicare drug price negotiation program has ruled against the pharmaceutical industry, dismissing both constitutional and statutory arguments. We expect that litigation involving these and other provisions of the IRA will continue, with unpredictable and uncertain results.
Further, the legislation subjects drug manufacturers to civil monetary penalties and a potential excise tax for failing to comply with the legislation by offering a price that is not equal to or less than the negotiated “maximum fair price” under the law or for taking price increases that exceed inflation. In addition to the drug price negotiation program, the IRA established inflation rebate programs under Medicare Part B and Part D. These programs require manufacturers to pay rebates to Medicare if they raise their prices for certain Part B and Part D drugs faster than the rate of inflation. On December 9, 2024, with issuance of its 2025 Physician Fee Schedule final regulation, CMS finalized its rules governing the IRA inflation rebate programs. The new law also caps Medicare out-of-pocket drug costs at an estimated $2,000 beginning in 2025.
Accordingly, while it is currently unclear how the IRA will be effectuated, we cannot predict with certainty what impact any federal or state health reforms will have on us, but such changes could impose new or more stringent regulatory requirements on our activities or result in reduced reimbursement for approved products, any of which could adversely affect our business, results of operations and financial condition.
More recently, on April 15, 2025, President Trump issued an executive order which directs HHS to take steps to reduce the prices of pharmaceutical products. The new Order repeats many of the proposals advanced during the first Trump Administration, including directing the FDA to streamline and improve its existing drug importation program so as to make it easier for states to obtain approval without sacrificing the safety or quality of drug products. Other provisions of the Order relate to the 340B program. Specifically, one provision calls on the Secretary of HHS to determine the hospital acquisition cost for covered outpatient drugs at hospital outpatient departments and to consider and propose any appropriate adjustments for Medicare payment. The other provision directs HHS to condition grant funding to certain health centers on those centers passing through the 340B discounts they receive on insulin and injectable epinephrine products to patients who meet certain requirements. With respect to the IRA’s Medicare drug pricing program, the Order, among other things, calls for alignment in “the treatment of small molecule prescription drugs with that of biological products, ending the distortion that undermines relative investment in small molecule prescription drugs, coupled with other reforms to prevent any increase in overall costs to Medicare and its beneficiaries.”
In addition, the Trump administration has taken a number of actions to reduce the costs of pharmaceutical products. For example, on April 15, 2025, President Trump issued an Executive Order which directs HHS to take steps to reduce the prices of pharmaceutical products. Such measures include streamlining the state drug importation program and modifying provisions of the 340B program. Further, on May 12, 2025, President Trump issued an additional Executive Order calling on pharmaceutical manufacturers to voluntarily reduce the prices of medicines in the United States. The Executive Order provides that if such actions do not lower the costs of pharmaceuticals, the Secretary of HHS would pursue other actions, including proposing a rulemaking that imposes most-favored nation, or MFN, pricing in the United States. Thereafter, on July 31, 2025, President Trump issued letters to 17 pharmaceutical companies reiterating the requirements of the May 12, 2025 Executive Order and demanding that such companies extend MFN pricing to Medicaid patients, guarantee MFN pricing for newly-launched drug products, return increased revenues abroad to American patients and provide for direct purchasing at MFN pricing. Since that time, virtually all of these pharmaceutical companies have entered into agreements with the Trump administration to provide for lower prices on certain pharmaceuticals. On February 5, 2026, President Trump launched TrumpRx.gov, a website that directs individuals to pharmaceutical manufacturer websites that are offering price discounts based on the administration’s pricing agreements with pharmaceutical manufacturers.
On September 30, 2026, CMS issued a final rule for the Global Benchmark for Efficient Drug Pricing (GLOBE) Model, a Medicare Part B demonstration program scheduled to begin January 1, 2027 that may require manufacturers of certain covered drugs to pay additional rebates when U.S. prices exceed specified international pricing benchmarks. CMS has also proposed additional models that could apply similar concepts to other federal healthcare programs, such as the Guarding U.S. Medicare Against Rising Drug Costs for Medicare Part D drugs, referred to as GUARD, which is proposed to go into effect beginning January 1, 2027.
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The implications and consequences of these actions and subsequent actions by the Trump administration to compel an MFN regulatory pricing requirement in the United States continue to remain unclear and uncertain and could ultimately result in litigation.
At the state level, individual states are increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. In addition, regional healthcare organizations and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. These measures could reduce the ultimate demand for our products, once approved, or put pressure on our product pricing. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures. This may be increasingly true with respect to products approved pursuant to the accelerated approval pathway. State Medicaid programs and other payers are developing strategies and implementing significant coverage barriers, or refusing to cover these products outright, arguing that accelerated approval drugs have insufficient or limited evidence despite meeting the FDA’s standards for accelerated approval.
In the European Union, similar political, economic and regulatory developments may affect our ability to profitably commercialize our product candidates, if approved. In markets outside of the United States and the European Union, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies. In many countries, including those of the European Union, the pricing of prescription pharmaceuticals is subject to governmental control and access. In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we or our collaborators may be required to conduct a clinical trial that compares the cost-effectiveness of our product to other available therapies. If reimbursement is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be materially harmed.
Compliance with global privacy and data security requirements could result in additional costs and liabilities to us or inhibit our ability to collect and process data globally, and the failure to comply with such requirements could subject us to significant fines and penalties, which may have a material adverse effect on our business, financial condition, or results of operations.
The regulatory framework for the collection, use, safeguarding, sharing, transfer, and other processing of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Globally, virtually every jurisdiction in which we operate has established its own data security and privacy frameworks with which we must comply. For example, the collection, use, disclosure, transfer, or other processing of personal data regarding individuals in the European Union, including personal health data and employee data, is subject to the European Union General Data Protection Regulation, or the GDPR, which took effect across all member states of the European Economic Area, or EEA, in May 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR increases our obligations with respect to any clinical trials conducted in the EEA by expanding the definition of personal data to include coded data and requiring changes to informed consent practices and more detailed notices for clinical trial subjects and investigators. Such requirements may be subject to change in the future as the European Commission considers amendments to the GDPR. In addition, the GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States and, as a result, increases the scrutiny that such rules should apply to transfers of personal data from any clinical trial sites located in the EEA to the United States. In October 2022, President Biden signed an executive order to implement the EU-U.S. Data Privacy Framework, which serves as a replacement to the EU-U.S. Privacy Shield. The European Commission initiated the process to adopt an adequacy decision for the EU-U.S. Data Privacy Framework in December 2022, and the European Commission adopted the adequacy decision on July 10, 2023. The adequacy decision permits companies in the United States who self-certify to the EU-U.S. Data Privacy Framework to rely on it as a valid data transfer mechanism for data transfers from the European Union to the United States. The decision rests upon a number of factors, including that the Data Privacy Framework was overseen by the FTC, an independent authority. However, the long-term viability of the EU-U.S. Data Privacy Framework remains subject to challenges. In addition to potential challenges from privacy advocacy groups, the 2023 decision could be challenged in response to a recent U.S. Supreme
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Court decision in Trump v. Slaughter allowing the president to fire FTC commissioners at will. The uncertainty around this issue has the potential to impact our business.
Following the withdrawal of the United Kingdom from the European Union, the United Kingdom’s Data Protection Act 2018 applies to the processing of personal data that takes place in the United Kingdom and includes parallel obligations to those set forth by GDPR. The European Union and United Kingdom data protection regimes are independent of each other but remain largely aligned. In relation to data transfers, both the United Kingdom and the European Union have determined, through separate "adequacy" decisions, that data transfers between the two jurisdictions are in compliance with the United Kingdom’s Data Protection Act 2018 and the GDPR, respectively. In October 2023, the United Kingdom and the United States implemented a U.S.-U.K. "data bridge," which functions similarly to the EU-U.S. Data Privacy Framework and provides an additional legal mechanism for companies to transfer data from the United Kingdom to the United States. Any changes or updates to these developments have the potential to impact our business. In addition, in 2025, the United Kingdom’s Data (Use and Access) Act 2025, or the DUAA, was approved, implementing various measures concerning data usage in the United Kingdom and reforming data protection laws. Certain provisions of the DUAA became effective in 2026, while others are expected to take effect at a later time. It remains too soon to tell how the DUAA will have an impact on our business.
The GDPR also permits data protection authorities to require destruction of improperly gathered or used personal information and/or impose substantial fines for violations of the GDPR, which can be up to four percent of global revenues or 20 million Euros, whichever is greater, and confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR provides that European Union member states may make their own further laws and regulations limiting the processing of personal data, including genetic, biometric, or health data.
Given the breadth and depth of changes in data protection obligations, preparing for and complying with the GDPR’s requirements is rigorous and time intensive and requires significant resources and a review of our technologies, systems and practices, as well as those of any third-party collaborators, service providers, contractors, or consultants that process or transfer personal data collected in the European Union. The GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as healthcare data or other personal information, could require us to change our business practices and put in place additional compliance mechanisms, may interrupt or delay our development, regulatory and commercialization activities and increase our cost of doing business, and could lead to government enforcement actions, private litigation, and significant fines and penalties against us, and could have a material adverse effect on our business, financial condition, or results of operations.
In addition, the EU Data Act, which became effective on September 12, 2025, imposes certain data and cloud service interoperability and switching obligations to enable users to switch between cloud service providers without undue delay or cost, as well as certain requirements concerning cross-border international transfers of, and governmental access to, non-personal data outside the EEA. We may be required to provide more flexible termination rights to certain software subscription customers in the European Union, including on multi-year contracts, which could have an adverse effect on our results of operations if we have to account for the increased flexibility in such contracts. We may also incur costs to comply with the EU Data Act, and we may become subject to substantial fines or civil litigation for noncompliance. Depending on how the EU Data Act and any similar laws are implemented and interpreted, we may have to further adapt our business practices, services and contractual arrangements to comply with such obligations.
Similar privacy and data security requirements are either in place or underway in the United States. There are a broad variety of data protection laws that may be applicable to our activities, and a range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns. The Federal Trade Commission, or FTC, and state Attorneys General are aggressive in reviewing privacy and data security protections for consumers. For example, the FTC has been particularly focused on the unpermitted processing of health and genetic data through its enforcement actions and is expanding the types of privacy violations that it interprets to be “unfair” under Section 5 of the Federal Trade Commission Act, as well as the types of activities it views to trigger the Health Breach Notification Rule (which the FTC also has the authority to enforce). We will need to account for the FTC’s evolving rules and guidance for proper privacy and data security practices in order to mitigate our risk for a potential enforcement action, which may be costly. If we are subject to a potential FTC enforcement action, we may be subject to a settlement order that requires us to adhere to very specific privacy and data security practices, which may impact our business. We may also be required to pay fines as part of a settlement (depending on the nature of the alleged violations). If we violate any consent order that we reach with the FTC, we may be subject to additional fines and compliance requirements.
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States are also active in creating specific rules relating to the processing of personal information. For example, the California Consumer Privacy Act, or CCPA, which went into effect on January 1, 2020, is creating similar risks and obligations as those created by GDPR. Because of this, we may need to engage in additional activities (e.g., data mapping) to identify the personal information we are collecting and the purposes for which such information is collected. In addition, we will need to ensure that our policies recognize the rights granted to consumers (as that phrase is broadly defined in the CCPA and can include business contact information), including granting consumers the right to opt-out of the sale of their personal information. Many other states are considering similar legislation. The California Privacy Rights Act, or the CPRA, which went into effect on January 1, 2023, significantly expanded the CCPA to incorporate additional GDPR-like provisions including requiring that the use, retention, and sharing of personal information of California residents be reasonably necessary and proportionate to the purposes of collection or processing, granting additional protections for sensitive personal information, and requiring greater disclosures related to notice to residents regarding retention of information.
In addition to California, a number of other states have passed or are considering comprehensive privacy laws similar to the CCPA and CPRA. These laws are either in effect or will go into effect in the future. Like the CCPA and CPRA, these laws create obligations related to the processing of personal information, as well as special obligations for the processing of “sensitive” data (which includes health data in some cases). Some of the provisions of these laws may apply to our business activities. There are also states that are specifically regulating health information that may affect our business. For example, Washington state passed a consumer health privacy law that will regulate the collection and sharing of health information, and the law also has a private right of action, which further increases the relevant compliance risk. Other states already have or are considering similar laws in their states. These laws may impact our business activities, including our identification of research subjects, relationships with business partners and ultimately the marketing and distribution of our products.
Plaintiffs’ lawyers are also increasingly using privacy-related statutes at both the state and federal level to bring lawsuits against companies for their data-related practices. In particular, there have been a significant number of cases filed against companies for their use of pixels and other web trackers. These cases often allege violations of the California Invasion of Privacy Act and other state laws regulating wiretapping, as well as the federal Video Privacy Protection Act. The rise in these types of lawsuits creates potential risk for our business.
Even if we are not determined to have violated these laws, investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could harm our reputation and our business.
We, and the collaborators who use our computational platform, may be subject to applicable anti-kickback, fraud and abuse, false claims, transparency, health information privacy and security, and other healthcare laws and regulations. Failure to comply with such laws and regulations, may result in substantial penalties.
We, and the collaborators who use our computational platform, may be subject to broadly applicable healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we market, sell, and distribute our software solutions and any products for which we obtain marketing approval. Such healthcare laws and regulations include, but are not limited to, the federal health care Anti-Kickback Statute; federal civil and criminal false claims laws, such as the federal False Claims Act; the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA; the Federal Food, Drug, and Cosmetic Act; the federal Physician Payments Sunshine Act; and analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws and transparency laws.
Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations, or case law involving applicable fraud and abuse or other healthcare laws and regulations. Violations of applicable healthcare laws and regulations may result in significant civil, criminal, and administrative penalties, damages, disgorgement, fines, imprisonment, exclusion of products from government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements, and/or oversight if a corporate integrity agreement or similar agreement is executed to resolve allegations of non-compliance with these laws and the curtailment or restructuring of operations. In addition, violations may also result in reputational harm, diminished profits, and future earnings.
We are subject to anti-corruption laws, as well as export control laws, customs laws, sanctions laws, and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, be precluded from developing, manufacturing, and selling certain products
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outside the United States or be required to develop and implement costly compliance programs, which could adversely affect our business, results of operations and financial condition.
Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or Bribery Act, the U.S. Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws that apply in countries where we do business and may do business in the future. The Bribery Act, FCPA, and these other laws generally prohibit us, our officers, and our employees and intermediaries from bribing, being bribed, or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. Compliance with the FCPA, in particular, is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the biopharmaceutical industry, because, in many countries, hospitals are operated by the government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.
We may in the future operate in jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we may participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under the Bribery Act, FCPA, or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. If we further expand our operations outside of the United States, we will need to dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which we plan to operate.
We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the European Union, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, and currency exchange regulations, collectively referred to as the Trade Control laws. In addition, various laws, regulations, and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. If we expand our presence outside of the United States, it will require us to dedicate additional resources to comply with these laws, and these laws may preclude us from developing, manufacturing, or selling certain products and product candidates outside of the United States, which could limit our growth potential and increase our development costs.
We will also need to carefully navigate the current administration’s implementation of the FCPA and related statutes. On February 10, 2025, President Trump issued an executive order directing the Attorney General to review the guidelines and policies governing FCPA investigations and enforcement actions. Per the executive order, this review will result in new Department of Justice FCPA guidelines intended to enhance American economic competitiveness and to safeguard national security interests. During the 180-day review period, any new FCPA investigations and enforcement actions are to be suspended absent authorization from the Attorney General, and all existing FCPA investigations and enforcement actions will be reviewed. Additionally, after the Attorney General issues revised guidelines, the executive order directs her to assess whether “remedial measures” related to past FCPA actions are warranted.
There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA, or other legal requirements, including Trade Control laws. If we are not in compliance with the Bribery Act, the FCPA, and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations, and liquidity. The U.S. Securities and Exchange Commission, or SEC, also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions. Any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control laws by the United Kingdom, U.S., or other authorities could also have an adverse impact on our reputation, our business, results of operations, and financial condition.
Changes in and uncertainty surrounding U.S. and international trade policies, particularly with respect to China, may adversely impact our business and operating results.
In the spring of 2025, the U.S. government initiated a series of tariff-related actions against U.S. trading partners. On April 2, 2025, President Trump issued an executive order announcing a “baseline” reciprocal tariff of 10% on all U.S. trading partners effective April 5, 2025, and higher individualized reciprocal tariffs on 57 countries (with certain product
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exemptions for pharmaceutical-related products, among others). Previously, the Trump administration had imposed a 25% tariff on Canada and Mexico for goods not covered by the United States-Mexico-Canada Agreement and tariffs due to drug trafficking equaling 20% on imports from China. In response, several countries threatened retaliatory measures, including Canada and China, which then imposed retaliatory tariffs. Prior to when the country-specific reciprocal tariffs were scheduled to take effect, the Trump administration delayed the effective date of such tariffs for all countries except China to August 1, 2025. Later, the U.S. and China reached a framework agreement that ultimately resulted in the suspension of the higher reciprocal tariffs on China until November 10, 2025. Shortly before that expiration date, the U.S. and China reached a one-year agreement with an expiration of November 10, 2026, that includes the continued suspension of the heightened reciprocal tariffs on China and delayed enforcement of new U.S. export rules targeting affiliates of blacklisted firms.
Since the April 2025 reciprocal tariffs announcement, the European Union, Japan, South Korea, Switzerland and the United Kingdom, among others, have reached deals with the U.S. that include reduced tariff rates to varying levels and other measures. On July 31, 2025, President Trump issued an executive order detailing new reciprocal tariff rates for individual countries that took effect on August 7, 2025. The deals with the European Union, Japan, South Korea, Switzerland (and Liechtenstein), the United Kingdom and others cap pharmaceutical tariffs at 15%. In addition, an agreement with Malaysia provides a zero percent tariff exemption for pharmaceutical products that are not patented in the U.S. and are used in pharmaceutical applications, and an agreement with Switzerland and Liechtenstein caps tariffs on pharmaceuticals imported from those two countries at 15%. Finally, an agreement with Taiwan concluded on January 15, 2026, eliminates tariffs on generic pharmaceuticals and their active ingredients imported from Taiwan.
The reciprocal tariffs and the fentanyl-related tariffs were imposed pursuant to the International Emergency Economic Powers Act, or the IEEPA. These tariffs were found to be unlawful by multiple federal courts in the spring and summer of 2025. On February 20, 2026, the U.S. Supreme Court held that the IEEPA does not authorize the U.S. President to impose tariffs, invalidating both the reciprocal tariffs and the drug trafficking tariffs. Shortly thereafter, President Trump issued a new executive order revoking the IEEPA tariffs and Customs and Border Protection ceased collecting the tariffs on February 24, 2026. The Trump administration then imposed a new 10% global tariff under Section 122 of the Trade Act of 1974, effective February 24, 2026. The Section 122 tariffs expired by operation of statute on July 24, 2026. However, on July 23, 2026, the Office of the U.S. Trade Representative announced final action under Section 301 of the Trade Act of 1974 imposing new tariffs on imports from 60 trading partners based on findings that those countries had failed to adopt and effectively enforce prohibitions on imports of goods produced with forced labor. The new tariffs, set at either 10% or 12.5% depending on the country’s level of commitment to forced-labor import restrictions, took effect on July 24, 2026, and replaced the tariffs that had been imposed under Section 122. The forced labor tariffs have been challenged in the U.S. Court of International Trade where the litigation is currently pending while the tariffs remain in effect. The Trump administration has also announced new investigations related to excess capacity covering 21 manufacturing and industrial sectors targeting 16 major trading partners under Section 301 of the same act, which may lead to additional tariffs. The deadline for final action by the Trump Administration on those investigations is March 2027.
Neither the U.S. Supreme Court’s decision nor the Executive Order revoking the IEEPA tariffs fully resolved the availability or timing of refunds for importers that paid the IEEPA or Section 122 duties, leaving importers to pursue administrative remedies and/or litigation depending on the status of entries. Sustained uncertainty about, or the further escalation of, trade and political tensions between the United States and China could result in a disadvantageous research and manufacturing environment in China, particularly for U.S. based companies, including retaliatory restrictions that hinder or potentially inhibit our ability to rely on CMOs and other service providers that operate in China.
On April 2, 2026, the President issued Proclamation 11020 concluding that imports of patented pharmaceuticals and associated active pharmaceutical ingredients, including key starting materials, threaten to impair U.S. national security. The proclamation imposes a default 100% ad valorem duty on covered patented pharmaceutical products and associated ingredients, subject to exclusions and reduced-rate pathways. The tariffs were scheduled to take effect on July 31, 2026, for companies identified in Annex III to the proclamation and on September 29, 2026, for other covered companies. The proclamation also provides reduced or alternative rates for certain products or companies, including a 20% rate for companies with Commerce-approved onshoring plans; a 15% rate for covered products from the European Union, Japan, South Korea, Switzerland and Liechtenstein; and separate treatment for products from the United Kingdom, while excluding generic pharmaceuticals, biosimilars and certain other categories at this time. These measures remain subject to future modification, implementation guidance, possible litigation and potential retaliatory or negotiated responses by trading partners.
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As a result of changes in tariffs that have been announced and/or implemented, and the underlying uncertainty currently surrounding international trade, we could experience a negative impact to our costs of materials and production processes, and supply chain disruptions and delays as a result of any new tariff policies or trade restrictions. If we are unable to obtain necessary raw materials or product components in sufficient quantity and in a timely manner due to disruptions in the global supply chain caused by tariffs, retaliatory trade measures, geopolitical developments or other macroeconomic events and conditions, the development, testing and clinical trials of our product candidates may be delayed or infeasible, and regulatory approval or commercial launch of any resulting product may be delayed or not obtained, which could significantly harm our business. We cannot predict the effect of existing or future U.S. tariffs on imports, or the extent to which other countries will impose quotas, duties, tariffs, taxes, countermeasures or other similar restrictions upon imports or exports in the future. We also cannot predict future trade policy, the terms of any renegotiated trade agreements, the scope or duration of any tariff exclusions, or the impact of any of these measures on our business, financial condition, supply chain, research and development activities, clinical trials or results of operations.
Further, some of our manufacturers and suppliers are located in China. Trade tensions and conflicts between the United States and China have escalated in recent years and, as such, we are exposed to the possibility of product supply disruption and increased costs and expenses in the event of changes to the laws, rules, regulations and policies of the governments of the United States or China, or due to geopolitical unrest and unstable economic conditions. Certain Chinese biotechnology companies may become subject to trade restrictions, sanctions, other regulatory requirements or proposed legislation by the U.S. government, which could restrict or even prohibit our ability to work with such entities, thereby potentially disrupting their supply of material to us. For example, in February 2024, U.S. lawmakers called for investigations into and the imposition of possible economic sanctions against Chinese biotechnology companies WuXi AppTec and WuXi Biologics, or collectively WuXi, over alleged ties to the Chinese military.
In December 2025, as part of the National Defense Authorization Act for FY 2026, President Trump signed into law the BIOSECURE Act, which prohibits, subject to limited exceptions, the direct or indirect use of U.S. federal government contract, grant, and loan funds for purchasing biotechnology equipment and services from certain Chinese biotechnology companies of concern, or BCCs. Under the BIOSECURE Act, U.S. government agencies cannot (i) buy or obtain biotechnology equipment or services provided by a BCC, (ii) enter into, extend, or renew a contract with any entity using biotechnology equipment or services provided by a BCC to perform a government contract, or (iii) expend loan or grant funds for biotechnology equipment or services provided by a BCC, whether directly or through a loan or grant recipient. Instead of specifying particular Chinese entities as BCCs, the BIOSECURE Act treats any biotechnology companies that have been identified on the so-called 1260H List by the U.S. Department of War as Chinese Military Companies Operating in the United States as BCCs. The legislation allows for other biotechnology companies to be added to the federal funding prohibitions at a later time. On December 18, 2025, the Chairs of multiple Senate and House committees, including the House Select Committee on China, sent a letter to the Department of War recommending that WuXi be added to the 1260H list, which would make it a BCC. The 1260H list was updated by the Department of War in January 2024 and January 2025. On February 13, 2026, the Department published an updated list, which included WuXi, but then abruptly withdrew the list. Subsequently, on June 8, 2026, the Department of War released an updated version of its list of Chinese Military Companies operating in the United States, pursuant to the requirements of Section 1260H. Notably, the Department added WuXi to the list, along with two other biotechnology companies (Complete Genomics and Novogene). Since these companies were just added to the list, they will be covered under a five-year grandfather clause that allows any contracts signed before the effective date of the ban to be protected through 2031. Nonetheless, on June 11, 2026, WuXi filed a legal challenge to its designation as a Chinese Military Company. The U.S. District Court for the District of Columbia granted a preliminary injunction prohibiting enforcement of the designation. The litigation remains ongoing, and while the injunction provides interim relief from the designation, there can be no assurance regarding the ultimate outcome of the case or the potential impact of future governmental actions relating to national security, procurement, supply chain, or biotechnology-related restrictions.
Any unfavorable government policies on international trade, such as export controls, capital controls or tariffs, may increase the cost of manufacturing our product candidates, affect the demand for our product candidates (if and when approved), the competitive position of our product candidates, and import or export of raw materials and finished product candidates used in our preclinical studies and clinical trials, particularly with respect to any product candidates and materials that we import from China. We cannot yet predict the effect of the U.S. tariffs on imports, or the extent to which other countries, in particular, China, will impose and maintain quotas, duties, tariffs, taxes or other similar restrictions upon imports or exports in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.
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Our employees, independent contractors, consultants, and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading laws, which could cause significant liability for us and harm our reputation.
We are exposed to the risk of fraud or other misconduct by our employees, independent contractors, consultants, and vendors. Misconduct by these partners could include intentional failures to comply with FDA regulations or similar regulations of comparable foreign regulatory authorities, provide accurate information to the FDA or comparable foreign regulatory authorities, comply with manufacturing standards, comply with federal and state healthcare fraud and abuse laws and regulations and similar laws and regulations established and enforced by comparable foreign regulatory authorities, report financial information or data accurately, or disclose unauthorized activities to us. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. This could include violations of HIPAA, other U.S. federal and state law, and requirements of non-U.S. jurisdictions, including the European Union Data Protection Directive. We are also exposed to risks in connection with any insider trading violations by employees or others affiliated with us. It is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws, standards, regulations, guidance, or codes of conduct. Furthermore, our employees may, from time to time, bring lawsuits against us for employment issues, including injury, discrimination, wage and hour disputes, sexual harassment, hostile work environment, or other employment issues. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant fines or other sanctions.
Our internal information technology systems, or those of our third-party vendors, contractors, or consultants, may fail or suffer security breaches, loss or leakage of data, and other disruptions, which could result in a material disruption of our services, compromise sensitive information related to our business, or prevent us from accessing critical information, potentially exposing us to liability or otherwise adversely affecting our business.
We are increasingly dependent upon information technology systems, infrastructure, and data to operate our business. In the ordinary course of business, we collect, store, and transmit confidential information (including but not limited to intellectual property, proprietary business information, and personal information). It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party vendors and other contractors and consultants who have access to our confidential information.
Despite the implementation of security measures, given the size and complexity of our internal information technology systems and those of our third-party vendors and other contractors and consultants, and the increasing amounts of confidential information that they maintain, our information technology systems are potentially vulnerable to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war, and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by our employees, third-party vendors, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information), which may compromise our system infrastructure, or that of our third-party vendors and other contractors and consultants or lead to data leakage. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures that are effective against all such security threats. For example, third parties have in the past and may in the future illegally pirate our software and make that software publicly available on peer-to-peer file sharing networks or otherwise. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or those of our third-party vendors and other contractors and consultants, or inappropriate disclosure of confidential or proprietary information, we could incur liability and reputational damage and the further development and commercialization of our software could be delayed. The costs related to significant security breaches or disruptions could be material and exceed the limits of the cybersecurity insurance we maintain against such risks. If the information technology systems of our third-party vendors and other contractors and consultants become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to
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expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring.
While we have not experienced any significant system failure, accident, or security breach to date, and believe that our data protection efforts and our investment in information technology reduce the likelihood of such incidents in the future, we cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems, or those of our third-party vendors and other contractors and consultants, or other cyber incidents that could have a material adverse effect upon our reputation, business, operations, or financial condition. For example, if such an event were to occur and cause interruptions in our operations, or those of our third-party vendors and other contractors and consultants, it could result in a material disruption of our programs and the development of our services and technologies could be delayed. Furthermore, significant disruptions of our internal information technology systems or those of our third-party vendors and other contractors and consultants, or security breaches could result in the loss, misappropriation, and/or unauthorized access, use, or disclosure of, or the prevention of access to, confidential information (including trade secrets or other intellectual property, proprietary business information, and personal information), which could result in financial, legal, business, and reputational harm to us. For example, any such event that leads to unauthorized access, use, or disclosure of personal information, including personal information regarding our customers or employees, could harm our reputation directly, compel us to comply with federal and/or state breach notification laws and foreign law equivalents, subject us to mandatory corrective action, and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information, which could result in significant legal and financial exposure and reputational damages that could potentially have an adverse effect on our business. Further, sophisticated cyber attackers (including foreign adversaries engaged in industrial espionage) are skilled at adapting to existing security technology and developing new methods of gaining access to organizations’ sensitive business data, which could result in the loss of sensitive information, including trade secrets. For example, attackers have used artificial intelligence and machine learning to launch more automated, targeted and coordinated attacks against targets. Additionally, actual, potential, or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.
Climate change-related risks and uncertainties and legal or regulatory responses to climate change could negatively impact our business, financial condition, results of operations, prospects and reputation.
We are subject to increasing climate-related risks and uncertainties, many of which are outside of our control. Climate change may result in more frequent severe weather events, potential changes in precipitation patterns, and extreme variability in weather patterns, which can disrupt our operations as well as those of our vendors, suppliers, and collaborators.
Climate-related macroeconomic trends, including the transition to a lower carbon economy, the effects of carbon pricing, changes in public sentiment, and the potential enactment of climate-related rules and regulations, continue to evolve and may increase our legal, compliance and business costs. Further, increases in climate-related litigation instituted against companies, the cost of climate-related insurance premiums, and the implementation of a more robust business continuity plan and a disaster recovery plan could increase the costs necessary to maintain our operations or achieve any sustainability commitments we may make, which could harm our business.
We annually assess the impacts of our operations and of our customers on the climate. The execution and achievement of any future commitments that we may make or of any goals that we may set relating to climate change are subject to risks and uncertainties. Given the focus on sustainable investing and corporate sustainability, if we fail to adopt policies and practices to enhance environmental initiatives, our reputation and our customer and stakeholder relationships could be negatively impacted, which may make it more difficult for us to compete effectively or to gain access to financing on acceptable terms when needed, which would negatively affect our business, financial condition, results of operations, prospects, and reputation.
Risks Related to Employee Matters and Managing Growth
Our future success depends on our ability to retain key executives and to attract, retain, and motivate qualified personnel.
We are highly dependent on the research and development, clinical, financial, operational, scientific, software engineering, and other business expertise of our executive officers, as well as the other principal members of our management, scientific, clinical, and software engineering teams. Although we have entered into employment agreements
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with our executive officers, each of them may terminate their employment with us at any time. We do not maintain “key person” insurance for any of our executives or other employees.
The loss of the services of our executive officers or other key employees could impede the achievement of our development and sales goals in our software business and the achievement of our research, development, and commercialization objectives in our drug discovery business. In either case, the loss of the services of our executive officers or other key employees could seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals with the breadth of skills and experience required to successfully develop, gain regulatory approval of, and commercialize products in the life sciences industry.
Recruiting and retaining qualified scientific, clinical, manufacturing, accounting, legal, and sales and marketing personnel, as well as software engineers and computational chemists, will also be critical to our success. In the technology industry, there is substantial and continuous competition for engineers with high levels of expertise in designing, developing, and managing software and related services, as well as competition for sales executives, data scientists, and operations personnel. Competition to hire these individuals is intense, and we may be unable to hire, train, retain, or motivate these key personnel on acceptable terms given the competition among numerous biopharmaceutical and technology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, we rely on consultants and advisors to assist us in formulating our research and development and commercialization strategy and advancing our computational platform. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. Our reduction in workforce could impact our ability to recruit and retain highly qualified personnel. If we are unable to continue to attract and retain highly qualified personnel, our ability to pursue our growth strategy will be limited and our business would be adversely affected.
We are pursuing multiple business strategies and may expand our development and regulatory capabilities, and as a result, we may encounter difficulties in managing our multiple business units and our growth, which could disrupt our operations.
Currently, we are pursuing multiple business strategies simultaneously, including activities in research and development, software sales, and collaborative and proprietary drug discovery. We believe pursuing these multiple business strategies offers financial and operational synergies, but these diversified operations place increased demands on our limited resources. Furthermore, we have recently experienced, and we expect to continue to experience, significant growth in the scope of our operations. To manage our multiple business units and our ongoing and anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities, and continue to recruit and train additional qualified personnel. Due to our limited financial resources and our management team’s limited attention and limited experience in managing a company with such ongoing and anticipated growth, we may not be able to effectively manage our multiple business units and the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations has led to and may continue to lead to significant costs and may divert our management and business development resources. Our management, personnel, and systems may not be adequate to support this future growth. Any inability to manage our multiple business units and growth could delay the execution of our business plans or disrupt our operations and the synergies we believe currently exist between our business units. In addition, adverse developments in one of these business units may disrupt these synergies.
Risks Related to Ownership of Our Common Stock
Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to influence all matters submitted to stockholders for approval.
As of October 28, 2026, our executive officers and directors and our stockholders who beneficially owned more than 5% of our outstanding common stock, in the aggregate, beneficially owned shares representing approximately 39.8% of our common stock and all of our limited common stock, or, if the holder of our limited common stock exercised its right to convert each share of its limited common stock for one share of our common stock, approximately 47.1% of our common stock. As a result, if these stockholders were to choose to act together, they would be able to influence all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they choose to act together, would influence the election of directors and approval of any merger, consolidation, or sale of all or substantially all of our assets.
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This concentration of ownership control may:
•delay, defer, or prevent a change in control;
•entrench our management and board of directors; or
•delay or prevent a merger, consolidation, takeover, or other business combination involving us that other stockholders may desire.
This concentration of ownership may also adversely affect the market price of our common stock.
The price of our common stock is volatile and fluctuates substantially, which could result in substantial losses for our stockholders.
Our stock price has been, and is likely to continue to be, volatile. Since our initial public offering in February 2020 and through October 28, 2026, the intraday price of our common stock has fluctuated from a low of $10.94 to a high of $117.00. As a result of volatility, our stockholders may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including:
•our investment in, and the success of, our software solutions;
•the success of our research and development efforts for our proprietary drug discovery programs;
•initiation and progress of preclinical studies and clinical trials for any product candidates that we may develop;
•results of or developments in preclinical studies and clinical trials of any product candidates we may develop or those of our competitors or potential collaborators;
•the success of our drug discovery collaborators and any milestone or other payments we receive from such collaborators;
•the success of competitive products or technologies;
•regulatory or legal developments in the United States and other countries;
•the recruitment or departure of key personnel;
•variations in our financial results or the financial results of companies that are perceived to be similar to us;
•guidance or announcements by us with respect to our anticipated financial or operational performance;
•sales of common stock by us, our executive officers, directors or principal stockholders, or others, or the anticipation of such sales;
•equity or debt financing;
•market conditions in the biopharmaceutical sector;
•general economic, industry, and market conditions;
•the societal and economic impact of public health epidemics; and
•the other factors described in this "Risk Factors" section.
In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation, or adverse changes to our offerings or business practices. Such litigation may also cause us to incur other substantial costs to defend such claims and divert management’s attention and resources.
Our actual operating results may differ significantly from our guidance.
We have released, and may in the future release, guidance in our annual or quarterly earnings conference calls or releases, or otherwise, regarding our future performance that represents our management’s estimates as of the date of such guidance. Our guidance, which includes forward-looking statements, has been and will be based on projections prepared by
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our management. Neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.
Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The principal reason that we have released, and would continue to release, guidance is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such third parties.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Our actual results have varied, and may in the future vary, from our guidance and the variations may be material.
We and our collaborators may not achieve projected discovery and development milestones and other anticipated key events in the time frames that we or they announce, which could have an adverse impact on our business and could cause our stock price to decline.
From time to time, we expect that we will make public statements regarding the expected timing of certain milestones and key events, such as the commencement and completion of preclinical and IND-enabling studies and clinical trials in our proprietary drug discovery programs as well as developments and milestones under our collaborations. For example, Structure Therapeutics has also made public statements regarding its expectations for the development of programs under collaboration with us, and Structure Therapeutics and other collaborators may in the future make additional statements about their goals and expectations related to collaborations with us. The actual timing of these events can vary dramatically due to a number of factors such as delays or failures in our or our current and future collaborators’ drug discovery and development programs, the amount of time, effort, and resources committed by us and our current and future collaborators, and the numerous uncertainties inherent in the development of drugs. As a result, there can be no assurance that our or our current and future collaborators’ programs will advance or be completed in the time frames we or they announce or expect. If we or any collaborators fail to achieve one or more of these milestones or other key events as planned, our business could be materially adversely affected and the price of our common stock could decline.
If securities analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about our business or if they publish negative evaluations of our stock, the price and trading volume of our stock could decline.
The market price and trading volume for our common stock relies, in part, on the research and reports that industry or financial analysts publish about us or our business. We do not have control over these analysts. There can be no assurance that existing analysts will continue to cover us or that new analysts will begin to cover us. There is also no assurance that any covering analyst will provide favorable coverage. Although we have obtained analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock or publish inaccurate or unfavorable research about our business, or provides more favorable relative recommendations about our competitors, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price and trading volume to decline.
We have broad discretion in the use of our cash, cash equivalents, and marketable securities and may not use them effectively.
Our management has broad discretion in the deployment and use of our cash, cash equivalents, and marketable securities and could use such funds in ways that do not improve our results of operations or enhance the value of our common stock or in ways that our stockholders may not agree with. The failure by our management to apply these funds effectively could harm our business, financial condition, results of operations, and prospects and could cause the price of our common stock to decline.
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Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain for our stockholders.
We have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings to fund the development and expansion of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors. As a result, capital appreciation of our common stock, if any, will be the sole source of gain for our stockholders for the foreseeable future.
Sales of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock, impair our ability to raise capital through the sale of additional equity securities, and make it more difficult for our stockholders to sell their common stock at a time and price that they deem appropriate. As of October 28, 2026, we had outstanding 65,913,601 shares of common stock and 9,164,193 shares of limited common stock. All of our outstanding shares of common stock, including shares of common stock issuable upon the conversion of shares of our limited common stock, are available for sale in the public market, subject only to the restrictions of Rule 144 under the Securities Act of 1933, as amended, in the case of our affiliates. In addition, certain of our executive officers, directors and affiliated stockholders have entered or may enter into Rule 10b5-1 plans providing for sales of shares of our common stock from time to time. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the executive officer, director or affiliated stockholder when entering into the plan, without further direction from the executive officer, director or affiliated stockholder. A Rule 10b5-1 plan may be amended or terminated in some circumstances. Our executive officers, directors and affiliated stockholders also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.
We have also filed a universal shelf registration statement on Form S-3 which allows us to offer and sell an indeterminate number of shares of common stock, preferred stock, depositary shares or warrants, or an indeterminate principal amount of debt securities, from time to time pursuant to one or more offerings at prices and terms to be determined at the time of the sale. Moreover, certain holders of our common stock and our limited common stock have rights, subject to specified conditions, to include their shares in registration statements that we may file for ourselves or other stockholders and may require us to file Form S-3 registration statements covering their shares.
We are party to an amended and restated sales agreement with Leerink Partners LLC, or Leerink Partners, as sales agent, with respect to an "at the market" offering program, or the ATM, under which we could offer and sell, from time to time pursuant to our Form S-3, shares of our common stock having an aggregate offering price of up to $250.0 million, through Leerink Partners. The number of shares that are sold by Leerink Partners after we request that sales be made will fluctuate based on the market price of our common stock during the sales period and limits we set with Leerink Partners. Therefore, it is not possible to predict the number of shares that will be ultimately issued by us, if any, pursuant to the amended and restated sales agreement. As of September 30, 2026, we have sold 323,085 shares of common stock for total net proceeds of $8.7 million, and have $241.1 million of common stock remaining available for sale under the ATM.
We also have filed registration statements on Form S-8 to register shares of common stock that we may issue under our equity compensation plans. Shares registered under such registration statements are available for sale in the public market upon issuance, subject to volume limitations applicable to affiliates, vesting arrangements and exercise of options.
We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management has devoted and will continue to be required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company, we have incurred and will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company. The Securities Exchange Act of 1934, as amended, or the Exchange Act, Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel devote and will need to continue to devote a substantial amount of time and resources to these compliance initiatives, potentially at the expense of other business concerns, which could harm our business, financial condition, results of operations, and prospects. Moreover, these rules and regulations
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have increased and will continue to increase our legal and financial compliance costs, and have made and will continue to make some activities more time-consuming and costly compared to when we were a private company.
We frequently evaluate our compliance with these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. Any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to furnish a report by our management on our internal control over financial reporting on an annual basis. This assessment needs to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Pursuant to Section 404, we are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over financial reporting on an annual basis.
During our evaluation of our internal control, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. In addition, if we have an unremediated material weakness, we would receive an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm. For example, in connection with the audit of our consolidated financial statements for the year ended December 31, 2022, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. While we remediated this material weakness as of December 31, 2023, we cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. If in the future we again identify a material weakness, we cannot assure you that any measures we may take in the future will be sufficient to remediate such material weakness or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate a future material weakness in a timely manner, there could be a reasonable possibility that this control deficiency or others could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis.
Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, or results of operations. If we are unable to conclude in the future that our internal control over financial reporting is effective, or if we or our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, the market price of shares of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
As a public company, we are subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.
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Provisions in our corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current directors and members of management.
Provisions in our certificate of incorporation and our bylaws may discourage, delay, or prevent a merger, acquisition, or other change in control of our company that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, these provisions:
•establish a classified board of directors such that only one of three classes of directors is elected each year;
•allow the authorized number of our directors to be changed only by resolution of our board of directors;
•limit the manner in which stockholders can remove directors from our board of directors;
•establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors;
•require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our stockholders by written consent;
•limit who may call stockholder meetings to the board of directors or to the secretary at the request of the holders of at least 25% of the outstanding shares of our common stock and limited common stock; and
•authorize our board of directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors.
Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or the DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
Our certificate of incorporation designates the state courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against the company and our directors, officers, and employees.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or stockholders to our company or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (4) any action asserting a claim arising pursuant to any provision of our certificate of incorporation or bylaws (in each case, as they may be amended from time to time) or governed by the internal affairs doctrine. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.
This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers, or employees, which may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(c) Director and Officer Trading Arrangements
A significant portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or our other securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated
| Name and Title | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities | ||||||||||||
| Rule 10b5-1 trading arrangement for exercise of stock options and sales of shares | Sale | Until | Up to | ||||||||||||||
| Rule 10b5-1 trading arrangement for sales of shares | Sale | Until | Up to | ||||||||||||||
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Item 6. Exhibits.
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
| 10.1 | X | |||||||||||||||||||
| 10.2† | X | |||||||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 32.1* | X | |||||||||||||||||||
| 32.2* | X | |||||||||||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 104 | The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 | X | ||||||||||||||||||
_____________________
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
*The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Schrödinger, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Schrödinger, Inc. | ||||||||
Date: November 4, 2026 | By: | /s/ Ramy Farid, Ph.D. | ||||||
President and Chief Executive Officer (Principal Executive Officer) | ||||||||
Date: November 4, 2026 | By: | /s/ Richie Jain | ||||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||
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Exhibit 10.1
CONSULTANT AGREEMENT
AGREEMENT made as of the 1st day of July, 1999 between SCHRÖDINGER, INC., having its place of business at 1500 SW First Avenue, Suite 1180, Portland, Oregon 97201-5881 (“Company”) and RICHARD A. FRIESNER, residing at [**] (“Consultant”).
RECITALS
A. Company is engaged in the business of designing, developing, distributing, selling, licensing, leasing and servicing Molecular Modeling computer software for use principally in the science and technology fields, and consulting in connection with using such software on biological chemical, and materials science applications.
B. Consultant is experienced and expert in the field of Molecular Modeling computer software and in the development and implementation of marketing and sales programs for such products as Company’s.
C. Company desires to engage Consultant and Consultant desires to be engaged by Company, to assist the Company in enhancing, improving and further developing the Company’s computer software and other products. The parties intend in this Agreement, to set forth the terms of such continued engagement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Company agrees to and does hereby engage consultant to render the services described herein on the terms and conditions set forth below.
2. Consultant accepts this engagement by the company and agrees to render consulting services pursuant to this Agreement and on the terms and conditions herein set forth.
3. Consultant shall perform his duties for Company directly or for subsidiaries or affiliates of Company, as Company may determine. Consultant shall be available to render services as a Consultant to the Company on such projects as he determines will be of use to the Company or as the Company reasonably requests, and on a schedule agreed on by the Company and Consultants and consistent with his obligations to any university with which he is affiliated. It is the expectation of the Company and the Consultant that the Consultant will devote the equivalent of one full day per week, on average, to his consulting services for the Company.
4. The initial term of Consultant’s engagement shall be from July 1, 1999 through June 30, 2002. It shall automatically be renewed thereafter for further periods of one year each unless notice of non-renewal is given by either party to the other at least 120 days prior to the end of any term or renewal term.
5. So long as the Consultant continues to render consulting services to the Company hereunder, Consultant shall receive the following compensation from the Company, and the Company agrees to pay such compensation to Consultant:
(a) Consulting fees in the amount of $150,000 per year consisting of monetary compensation of $100,000 per year, payable in arrears in the amount of $8,333 per month, and such number of shares of the Common Stock of the Corporation to be issued and delivered at June 30th at the end of each year during the term of the Agreement or any renewal term, as shall equal $50,000 in value as of the date of issuance, which value shall be the price of the most recent prior sale of such shares at arms’ length or negotiated price approved by the Company’s directors. For the shares issued as of June 30, 2000, the price shall be $.2262 per share.
6. This Agreement and the obligations of Consultant to the Company shall be subject to certain contracts heretofore made between the Company on the one hand and the University of Texas or Columbia University on the other, and the obligations of Consultant to Columbia University or such other educational institutions with which Consultant may be affiliated hereafter.
7. Consultant shall be entitled to such benefits as are generally provided to executive employees of the Company other than health insurance coverage.
8. It is expressly understood that any methodology, programs, modifications of programs, systems, materials, manuals, forms or techniques constituting enhancements, improvements or developments of the Company’s existing computer software programs and other products, and any new programs and products developed or produced by the Consultant, in whole or in part, in his consulting work for the Company, shall belong to the Company and shall be the property of the company subject to the agreements, rights and obligations referred to in paragraph 6 above, and further subject to the rights, if any, of the United States government and agencies thereof arising from Federal grants to the company or to the educational institutions with which Consultant is now or hereafter may be associated.
9. Consultant recognizes and acknowledges that through his association with the Company, he may have access to information of a technical or business nature relating to the Company’s business, and proprietary to the Company. He further recognizes that such information (hereafter referred to as “Confidential Information”) may without limitations concern computer programs, source code, object code, system documentation and any descriptive or instructive materials, manuals, specialized business methods, techniques, plans, and know-how relating to the trade secrets or the business of the Company. Subject to the agreements, rights and obligations referred to in Paragraph 6 above, and further subject to the rights, if any, of the United States government and agencies thereof arising from Federal grants to the Company or to the educational institutions with which Consultant is now or hereafter may be associated:
(a) Consultant recognizes that this Confidential Information constitutes valuable and unique assets of the Company, developed and perfected at substantial expense to the Company; and
(b) Consultant shall keep confidential and shall not modify, sell, transfer, publish, disclose, display or otherwise make available any such Confidential Information or any thing relating thereto to any third party without the Company’s consent.
10. This Agreement constitutes the complete and exclusive agreement of the parties relative to the engagement of Consultant and supersedes the Consultant Agreement between the parties dated as of May 1, 1994 and all prior agreements and oral or written proposals or understandings concerning such subject matter. All compensation payable to Consultant for any period on or after July 1, 1999 under any prior Consultant Agreement shall be applied to and offset the compensation due under this Agreement.
11. This Agreement may be modified only by a writing signed by both parties. This Agreement requires the personal services of Consultant and may not be assigned by him without the prior written consent of the Company.
12. In the event any part of this Agreement is found to be invalid or unenforceable, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as through the void part was deleted.
13. Any notice required hereunder shall be by certified mail, return receipt requested, or by recognized overnight delivery service, to the parties at their addresses set forth above, or such other address as they may designate by notice. This Agreement shall bind and inure to the benefit of the successors and assigns of the Company and, where applicable, shall bind and inure to the benefit of Consultant’s heirs, legal representatives and his permitted assigns, if any.
14. This Agreement shall be governed by and enforced in accordance with the laws of the State of New York. The parties hereby agree that the Courts of the State of New York shall have sole jurisdiction over any dispute arising under this Agreement or out of the subject matter hereof.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
| SCHRÖDINGER, INC., Employer | |||||
| By: | /s/ Murco N. Ringnalda | ||||
| MURCO N. RINGNALDA, President | |||||
| By: | /s/ Richard A. Friesner | ||||
| RICHARD A. FRIESNER, Consultant | |||||
AMENDMENT NO. 1 TO CONSULTING AGREEMENT
This Amendment No. 1 (“Amendment”), dated as of November 4, 2002 and effective as of January 1, 2002 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation with an address at 120 West 45th Street, 32nd Floor, New York, NY 10036, and Richard A. Friesner (“Consultant”), an individual with an address at [**].
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement (the “Agreement”; unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement), dated as of July 1, 1999;
WHEREAS, the Agreement provides that on June 30, 2001 and June 30, 2002, the Company was to issue certain Common Stock of the Company to Consultant in consideration for consulting services (“Services”) provided by Consultant to the Company;
WHEREAS, the Company did not issue such Common Stock to Consultant on June 30, 2001 or June 30, 2002;
WHEREAS, Company and Consultant have agreed that it is in the best interests of the Company not to issue such Common Stock; and
WHEREAS, Company desires to compensate Consultant for those Services previously provided by Consultant and to continue to engage Consultant to provide Services to the Company.
NOW THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. For each one (1) year period commencing on the Effective Date of this Amendment, Company shall pay Consultant a consulting fee of one hundred fifty thousand dollars ($150,000), to be paid on a schedule of twelve thousand five hundred dollars ($12,500) per month in arrears.
2. Stock Options. Subject to (a) approval by the Company’s Stock Option Committee (the “Committee”), (b) the terms and conditions of the Schrödinger, Inc. Stock Incentive Plan, as amended from time to time (the “Plan”), and (c) the Company’s standard Non-Qualified Stock Option Agreement (which shall be provided to Consultant following the date of grant), Company shall grant to Consultant a non-qualified option to purchase one million four hundred fifty three thousand nine hundred eleven (1,453,911) shares of Common Stock of the Company, at a purchase price equal to $0.08/share, which option shall be 100% vested and exercisable on the date of grant.
3. Common Stock Issuances. The Company shall not be required to issue Common Stock of the Company to the Consultant for the years ending June 30, 2001 and June 30, 2002.
4. Amendment to Control. Except as set forth in this Amendment, all provisions of the Agreement shall remain unchanged. In the event of any inconsistency between the Agreement and this Amendment, the terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER, INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Charles Ardai | By: | /s/ Richard Friesner | |||||||||||||||||
Name: Charles Ardai Title: President | ||||||||||||||||||||
AMENDMENT NO. 2 TO CONSULTING AGREEMENT
This Amendment No. 2 (“Amendment”) dated as of November , 2012 and effective as of July 1, 2012 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1,1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002 and effective as of January 1, 2002 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement and to increase the consulting fees payable to Consultant for services to be performed for the duration of the term of the Agreement (as described below);
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Annual Consulting Fee. In consideration of Consultant’s services, for each one (1) year period commencing on the Effective Date of this Amendment and continuing for the duration of the term of the Agreement, Company shall pay Consultant a consulting fee of Two Hundred Twenty Five Thousand Dollars ($225,000), which shall be paid on a schedule of Eighteen Thousand Seven Hundred and Fifty Dollars ($18,750) per month in arrears.
2. Summer Consulting Fee. In consideration of Consultant’s services, for each period commencing on June 1 through and including August 31 during the term of the Agreement, Company shall pay Consultant an additional fee of Seventy Thousand Dollars ($70,000), which shall be paid on a schedule of Twenty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($23,333.33) per month in arrears.
3. Acknowledgement. Consultant acknowledges and agrees that Consultant has been compensated in full for his services through and including June 30, 2012 and that Company has no outstanding financial obligation to Consultant for the foregoing period.
4. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
5. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
6. Counterparts. This Amendment may he executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER, INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Ramy Farid | By: | /s/ Richard Friesner | |||||||||||||||||
Name: Ramy Farid, PhD Title: President | ||||||||||||||||||||
AMENDMENT NO. 3 TO CONSULTING AGREEMENT
This Amendment No. 3 (“Amendment”) dated as of October , 2013 and effective as of July 1, 2013 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1, 1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002 and effective as of January 1, 2002 and that certain Amendment No. 2 to Consulting Agreement dated November 1, 2012 and effective as of July 1, 2012 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement and to increase the consulting fees payable to Consultant for services to be performed for the duration of the term of the Agreement (as described below);
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Annual Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 2 to Consulting Agreement (referenced above) shall continue to apply. That is, in consideration of Consultant’s services, for each one (1) year period commencing on the Effective Date of this Amendment and continuing for the duration of the term of the Agreement, Company shall pay Consultant a consulting fee of Two Hundred Twenty Five Thousand Dollars ($225,000), which shall be paid on a schedule of Eighteen Thousand Seven Hundred and Fifty Dollars ($18,750) per month in arrears.
2. Summer Consulting Fee. In consideration of Consultant’s services, for each period commencing on June 1 through and including August 31 during the term of the Agreement, Company shall pay Consultant an additional fee of Seventy Two Thousand, Eight Hundred Dollars ($72,800), which shall be paid on a schedule of Twenty Four Thousand Two Hundred Sixty Six Dollars and Sixty Seven Cents ($24,266.67) per month in arrears.
3. Acknowledgement. Consultant acknowledges and agrees that Consultant has been compensated in full for his services through and including June 30, 2013 and that Company has no outstanding financial obligation to Consultant for the foregoing period.
4. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
5. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER, INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Ramy Farid | /s/ Richard A. Friesner | ||||||||||||||||||
Name: Ramy Farid Title: President | ||||||||||||||||||||
AMENDMENT NO. 4 TO CONSULTING AGREEMENT
This Amendment No. 4 (“Amendment”) effective as of January 1, 2017 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1, 1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002 and effective as of January 1, 2002 that certain Amendment No. 2 to Consulting Agreement dated November 1, 2012 and effective as of July 1, 2012 and that certain Amendment No. 3 to Consulting Agreement dated July 1, 2013 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement and to increase the consulting fees payable to Consultant for services to be performed for the duration of the term of the Agreement (as described below);
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Annual Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 3 to the Consulting Agreement (referenced above) shall be replaced with the following
“In consideration of Consultant’s services, for the one (1) year period commencing on the Effective Date of this Amendment (i.e., January 1, 2017), Company shall pay Consultant a consulting fee of Three Hundred Thirty Thousand Dollars ($330,000), which shall be paid on a schedule of Twenty Seven Thousand Five Hundred Dollars ($27,500) per month in arrears.
2. Acknowledgement. Consultant acknowledges and agrees that Consultant has been compensated in full for his services through and including December 31, 2016 and that Company has no outstanding financial obligation to Consultant for the foregoing period.
3. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
4. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER, INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Ramy Farid | By: | /s/ Richard A. Friesner | |||||||||||||||||
Name: Ramy Farid Title: President and CEO | ||||||||||||||||||||
AMENDMENT NO. 5 TO CONSULTING AGREEMENT
This Amendment No. 5 (“Amendment”) effective as of January 1, 2018 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1,1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002, that certain Amendment No. 2 to Consulting Agreement dated November 1, 2012, that certain Amendment No. 3 to Consulting Agreement dated July 1, 2013 and that certain Amendment No. 4 dated January 1, 2017 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement and to increase the consulting fees payable to Consultant for services to be performed for the duration of the term of the Agreement (as described below);
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Annual Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 3 to the Consulting Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the one (1) year period commencing on the Effective Date of this Amendment (i.e., January 1, 2018), Company shall pay Consultant a consulting fee of Three Hundred Forty-Seven Thousand Dollars ($347,000), which shall be paid on a schedule of Eighty-Six Thousand Seven Hundred and Fifty Dollars ($86,750) per calendar quarter in arrears.”
2. Acknowledgement. Consultant acknowledges and agrees that Consultant has been compensated in full for his services through and including December 31, 2017 and that Company has no outstanding financial obligation to Consultant for the foregoing period.
3. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
4. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER, INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Ramy Farid | By: | /s/ Richard Friesner | |||||||||||||||||
Name: Ramy Farid Title: President and CEO | ||||||||||||||||||||
AMENDMENT NO. 6 TO CONSULTING AGREEMENT
This Amendment No. 6 (“Amendment”) effective as of January 1, 2019 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1, 1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002, that certain Amendment No. 2 to Consulting Agreement dated November 1, 2012, that certain Amendment No. 3 to Consulting Agreement dated July 1, 2013, that certain Amendment No. 4 dated January 1, 2017 and that certain Amendment No. 5 dated January 1, 2018 (collectively, the “Agreement”):
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 5 to the Consulting Agreement (referenced above) shall be replaced with the following
“In consideration of Consultant’s services, for the six (6) month period commencing on the Effective Date of this Amendment (i.e., January 1, 2019), Company shall pay Consultant a consulting fee of Three Hundred Forty Seven Thousand Dollars ($347,000), which shall be paid on a schedule of Twenty Eight Thousand Nine Hundred Sixteen Dollars and Sixty Seven Cents ($28,916.67) per month in arrears.
2. Acknowledgement. Consultant acknowledges and agrees that Consultant has been compensated in full for his services through and including December 31, 2018and that Company has no outstanding financial obligation to Consultant for the foregoing period.
3. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
4. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Ramy Farid | By: | /s/ Richard A. Friesner | |||||||||||||||||
Name: Ramy Farid Title: President and CEO | ||||||||||||||||||||
AMENDMENT NO. 7 TO CONSULTING AGREEMENT
This Amendment No. 7 (“Amendment”) effective as of July 1, 2019 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1, 1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002, that certain Amendment No. 2 to Consulting Agreement dated November 1, 2012, that certain Amendment No. 3 to Consulting Agreement dated July 1, 2013,that certain Amendment No. 4 dated January 1, 2017, that certain Amendment No. 5 dated January 1, 2018 and that certain Amendment No. 6 dated January 1, 2019 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 6 to the Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2019) and concluding on June 30, 2020, Company shall pay Consultant a consulting fee of Three Hundred Forty Seven Thousand Dollars ($347,000), which shall be paid on a schedule of Twenty Eight Thousand Nine Hundred Sixteen Dollars and Sixty Seven Cents ($28,916.67) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
| SCHRÖDINGER, INC. | RICHARD A. FRIESNER | |||||||||||||||||||
| By: | /s/ Ramy Farid | By: | /s/ Richard A. Friesner | |||||||||||||||||
| Name: Ramy Farid | ||||||||||||||||||||
| Title: President and CEO | ||||||||||||||||||||
AMENDMENT NO. 8 TO CONSULTING AGREEMENT
This Amendment No. 8 ("Amendment") effective as of July 1, 2020 (the "Effective Date") is entered into by and between Schrödinger, Inc. ("Schrödinger" or "Company"), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner ("Consultant"), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated as of July 1, 1999, as amended by that certain Amendment No. 1 to Consulting Agreement dated November 4, 2002, that certain Amendment No. 2 to Consulting Agreement dated November 1, 2012, that certain Amendment No. 3 to Consulting Agreement dated July 1, 2013,that certain Amendment No. 4 dated January 1, 2017, that certain Amendment No. 5 dated January 1, 2018that certain Amendment No. 6 dated January 1, 2019 and that certain Amendment No. 7 effective as of July 1, 2020 (collectively, the "Agreement");
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1.Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant's annual consulting fee as set forth in Section 1 of Amendment No. 7 to the Agreement (referenced above) shall be replaced with the following:
"In consideration of Consultant's services, for the twelve {12} month period commencing on the Effective Date of this Amendment (i.e., July 1, 2020) and concluding on June 30, 2021, Company shall pay Consultant a consulting fee of Three Hundred Eighty Thousand, Five Hundred Dollars ($380,500), which shall be paid on a schedule of Thirty One Thousand, Seven Hundred and Eight Dollars and Thirty Four Cents ($31,708.34) per month in arrears."
2.No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant's obligations hereunder. After the term of the Agreement Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant's obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company's premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3.Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 9 TO CONSULTING AGREEMENT
This Amendment No. 9 (“Amendment”) effective as of July 1, 2021 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 120 West 45th Street, 17th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 dated January 1, 2017, Amendment No. 5 dated January 1, 2018, Amendment No. 6 dated January 1, 2019, Amendment No. 7 dated July 1, 2020 and Amendment No. 8 dated July 1, 2020 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 8 to the Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2021) and concluding on June 30, 2022, Company shall pay Consultant a consulting fee of Four Hundred Thousand Dollars ($400,000), which shall be paid on a schedule of Thirty Three Thousand, Three Hundred and Thirty Three Dollars and Thirty Four Cents ($33,333.34) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 10 TO CONSULTING AGREEMENT
This Amendment No. 10 (“Amendment”) effective as of July 1, 2022 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [***].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 dated January 1, 2017, Amendment No. 5 dated January 1, 2018, Amendment No. 6 dated January 1, 2019, Amendment No. 7 dated July 1, 2020, Amendment No. 8 dated July 1, 2020 and Amendment No. 9 dated July 1, 2021 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 9 to the Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2022) and concluding on June 30, 2023, Company shall pay Consultant a consulting fee of Four Hundred Twenty Thousand Dollars ($420,000), which shall be paid on a schedule of Thirty Five Thousand Dollars ($35,000) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 11 TO CONSULTING AGREEMENT
This Amendment No. 11 (“Amendment”) effective as of July 1, 2023 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 dated January 1, 2017, Amendment No. 5 dated January 1, 2018, Amendment No. 6 dated January 1, 2019, Amendment No. 7 dated July 1, 2020, Amendment No. 8 dated July 1, 2020, Amendment No. 9 dated July 1, 2021, and Amendment No. 10 dated July 1, 2022 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 10 to the Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2023) and concluding on June 30, 2024, Company shall pay Consultant a consulting fee of Four Hundred Twenty Thousand Dollars ($420,000), which shall be paid on a schedule of Thirty Five Thousand Dollars ($35,000) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 12 TO CONSULTING AGREEMENT
This Amendment No. 12 (“Amendment”) effective as of July 1, 2024 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 dated January 1, 2017, Amendment No. 5 dated January 1, 2018, Amendment No. 6 dated January 1, 2019, Amendment No. 7 dated July 1, 2020, Amendment No. 8 dated July 1, 2020, Amendment No. 9 dated July 1, 2021, Amendment No. 10 dated July 1, 2022, and Amendment No. 11 dated July 1, 2023 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 11 to the Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2024) and concluding on June 30, 2025, Company shall pay Consultant a consulting fee of Four Hundred Thirty-Six Thousand, Eight Hundred Dollars ($436,800), which shall be paid on a schedule of Thirty Six Thousand, Four Hundred Dollars ($36,400) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard A. Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 13 TO CONSULTING AGREEMENT
This Amendment No. 13 (“Amendment”) effective as of July 1, 2025 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 to Consulting Agreement dated January 1, 2017, Amendment No. 5 to Consulting Agreement dated January 1, 2018, Amendment No. 6 to Consulting Agreement dated January 1, 2019, Amendment No. 7 to Consulting Agreement dated July 1, 2019, Amendment No. 8 to Consulting Agreement dated July 1, 2020, Amendment No. 9 to Consulting Agreement dated July 1, 2021, Amendment No. 10 to Consulting Agreement dated July 1, 2022, Amendment No. 11 to Consulting Agreement dated July 1, 2023, and Amendment No. 12 to Consulting Agreement dated July 1, 2024 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 12 to the Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2025) and concluding on June 30, 2026, Company shall pay Consultant a consulting fee of Four Hundred Thirty-Six Thousand, Eight Hundred Dollars ($436,800), which shall be paid on a schedule of Thirty Six Thousand, Four Hundred Dollars ($36,400) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard A. Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 14 TO CONSULTING AGREEMENT
This Amendment No. 14 (“Amendment”) effective as of January 1, 2026 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 to Consulting Agreement dated January 1, 2017, Amendment No. 5 to Consulting Agreement dated January 1, 2018, Amendment No. 6 to Consulting Agreement dated January 1, 2019, Amendment No. 7 to Consulting Agreement dated July 1, 2019, Amendment No. 8 to Consulting Agreement dated July 1, 2020, Amendment No. 9 to Consulting Agreement dated July 1, 2021, Amendment No. 10 to Consulting Agreement dated July 1, 2022, Amendment No. 11 to Consulting Agreement dated July 1, 2023, Amendment No. 12 to Consulting Agreement dated July 1, 2024, and Amendment No. 13 to Consulting Agreement dated July 1, 2025 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend the Agreement to provide for additional consulting fees as a result of additional services rendered by the Consultant during a specified period;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Additional Consulting Fee. The parties acknowledge and agree that the following sentence is hereby added to the end of Section 1 of the Agreement:
“Notwithstanding anything to the contrary in the Agreement, in consideration of Consultant’s additional services during the period commencing on January 1, 2026 and ending on May 31, 2026, the Company shall pay Consultant an additional consulting fee of $140,000.00. Such additional consulting fee shall be paid on a schedule of $28,000.00 per month in arrears and shall be in addition to (and not in lieu of) the consulting fees otherwise payable to Consultant under the Agreement.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard A. Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 15 TO CONSULTING AGREEMENT
This Amendment No. 15 (“Amendment”) effective as of February 1, 2026 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 to Consulting Agreement dated January 1, 2017, Amendment No. 5 to Consulting Agreement dated January 1, 2018, Amendment No. 6 to Consulting Agreement dated January 1, 2019, Amendment No. 7 to Consulting Agreement dated July 1, 2019, Amendment No. 8 to Consulting Agreement dated July 1, 2020, Amendment No. 9 to Consulting Agreement dated July 1, 2021, Amendment No. 10 to Consulting Agreement dated July 1, 2022, Amendment No. 11 to Consulting Agreement dated July 1, 2023, Amendment No. 12 to Consulting Agreement dated July 1, 2024, Amendment No. 13 to Consulting Agreement dated July 1, 2025, and Amendment No. 14 to Consulting Agreement dated January 1, 2026 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend Amendment No. 14 to the Consulting Agreement to provide for revised additional consulting fees as a result of additional services rendered by the Consultant during a specified period;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Additional Consulting Fee. The parties acknowledge and agree that Section 1 of Amendment No. 14 to Consulting Agreement shall be replaced with the following:
“Notwithstanding anything to the contrary in the Agreement, in consideration of Consultant’s additional services during the period commencing on February 1, 2026 and ending on May 31, 2026, the Company shall pay Consultant an additional consulting fee of $112,000.00. Such additional consulting fee shall be paid on a schedule of $28,000.00 per month in arrears and shall be in addition to (and not in lieu of) the consulting fees otherwise payable to Consultant under Amendment No. 13 to the Agreement.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard A. Friesner
Name: Ramy Farid
Title: President and CEO
AMENDMENT NO. 16 TO CONSULTING AGREEMENT
This Amendment No. 16 (“Amendment”) effective as of July 1, 2026 (the “Effective Date”) is entered into by and between Schrödinger, Inc. (“Schrödinger” or “Company”), a Delaware corporation, with an address at 1540 Broadway, 24th Floor, New York, NY 10036 and Richard A. Friesner (“Consultant”), an individual with an address at [**].
Unless otherwise defined herein, all capitalized terms used in this Amendment shall be used as defined in the Agreement.
WHEREAS, Schrödinger and Consultant are parties to a Consulting Agreement dated July 1, 1999, as amended by Amendment No. 1 to Consulting Agreement dated November 4, 2002, Amendment No. 2 to Consulting Agreement dated November 1, 2012, Amendment No. 3 to Consulting Agreement dated July 1, 2013, Amendment No. 4 to Consulting Agreement dated January 1, 2017, Amendment No. 5 to Consulting Agreement dated January 1, 2018, Amendment No. 6 to Consulting Agreement dated January 1, 2019, Amendment No. 7 to Consulting Agreement dated July 1, 2019, Amendment No. 8 to Consulting Agreement dated July 1, 2020, Amendment No. 9 to Consulting Agreement dated July 1, 2021, Amendment No. 10 to Consulting Agreement dated July 1, 2022, Amendment No. 11 to Consulting Agreement dated July 1, 2023, Amendment No. 12 to Consulting Agreement dated July 1, 2024, Amendment No. 13 to Consulting Agreement dated July 1, 2025, Amendment No. 14 to Consulting Agreement dated January 1, 2026, and Amendment No. 15 to Consulting Agreement dated February 1, 2026 (collectively, the “Agreement”);
WHEREAS, the Company and Consultant desire to amend certain terms and conditions of the Agreement as described below;
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Schrödinger and Consultant hereby agree as follows:
1. Consulting Fee. The parties acknowledge and agree that the payment obligation regarding Consultant’s annual consulting fee as set forth in Section 1 of Amendment No. 15 to Agreement (referenced above) shall be replaced with the following:
“In consideration of Consultant’s services, for the twelve (12) month period commencing on the Effective Date of this Amendment (i.e., July 1, 2026) and concluding on June 30, 2027, Company shall pay Consultant a consulting fee of Four Hundred Fifty-Four Thousand, Two Hundred Dollars ($454,200), which shall be paid on a schedule of Thirty-Seven Thousand, Eight Hundred Fifty Dollars ($37,850) per month in arrears.”
2. No Conflict. Consultant acknowledges and agrees during the term of the Agreement not to accept work or enter into an agreement or accept an obligation, which is inconsistent or incompatible with Consultant’s obligations hereunder. After the term of the Agreement, Consultant acknowledges and agrees not to accept work or enter into an agreement or accept an obligation which is inconsistent or incompatible with any obligations which survive termination of the Agreement. Consultant warrants that, to the best of his knowledge, Consultant is under no obligation, contract or duty, which is inconsistent or incompatible with Consultant’s obligations hereunder or under the Agreement. Consultant further warrants and agrees not to disclose to Company or its employees, to bring to the Company’s premises, or to induce the Company to use any third party confidential information without the appropriate authorization.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, all terms and conditions of the Agreement are unchanged and remain in full force and effect. In the event of any inconsistency between this Amendment and the Agreement, this Amendment will control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed below by their duly authorized signatories.
SCHRÖDINGER, INC. RICHARD A. FRIESNER
By: /s/ Ramy Farid By: /s/ Richard A. Friesner
Name: Ramy Farid
Title: President and CEO
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.
Exhibit 10.2
AMENDMENT NO. 1 TO THE
RESEARCH COLLABORATION AND LICENSE AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Research Collaboration and License Agreement is entered into as of September 14, 2026 (the “Amendment Effective Date”) by and between SCHRÖDINGER, INC., a corporation organized under the laws of the State of Delaware, having its principal place of business at 1540 Broadway, 24th Floor, New York, New York 10036 (“Schrödinger”) and NOVARTIS PHARMA AG, a corporation organized and existing under the laws of Switzerland, with a place of business at Lichtstrasse 35, 4056 Basel, Switzerland (“Novartis”). Schrödinger and Novartis are each referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties entered into that certain Research Collaboration and License Agreement, dated as of November 11, 2024 (the “Agreement”); and
WHEREAS, the Parties mutually desire to amend, modify and restate certain terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.DEFINITIONS
Unless otherwise defined herein, capitalized words in this Amendment shall have the meaning attributed to them in the Agreement.
2.AMENDMENTS
The Parties agree that as of the Amendment Effective Date, the Agreement is amended as set forth in this Section 2.
2.1.Elimination of All-In
2.1.1.Section 1.28, “Clinical Acquired Product”, is deleted in its entirety, and all references to “Clinical Acquired Product” throughout the Agreement are deleted.
2.1.2.Section 1.29, “Clinical Acquisition Transaction”, is deleted in its entirety, and all references to “Clinical Acquisition Transaction” throughout the Agreement are deleted.
2.1.3.Section 1.32, “Collaboration Compound”, is deleted in its entirety and replaced with the following:
“1.32 “Collaboration Compound” means, with respect to each Collaboration Target, (a) any Small Molecule conceived, identified, derived or generated by (i) either Party under an applicable Project Plan or (ii) Schrӧdinger prior to the Effective Date or during the Term, in each case (i) or (ii), that is Directed Against such Collaboration Target; (b) [**].”
2.1.4.Section 1.145, “Novartis Internal Collaboration Compound”, is deleted in its entirety and the following sections are amended as follows to conform:
2.1.4.1.Section 1.187 is deleted in its entirety and replaced with the following:
“Reversion Compound” means a Collaboration Compound Directed Against a Terminated Target for which the Parties have submitted a [**] pursuant to Section 3.6.
2.1.4.2.The last sentence of Section 3.10 (beginning “Novartis will furnish to the JSC…”) is deleted in its entirety.
2.1.4.3.Prong (C) of Section 9.1(e) is deleted in its entirety.
2.1.4.4.The parenthetical “(other than any Novartis Internal Collaboration Compounds)” in Section 13.6(b)(i)(A) is deleted in its entirety.
2.1.4.5.The parenthetical “(other than any Novartis Internal Collaboration Compounds)” in Section 13.6(b)(ii)(B) is deleted in its entirety.
2.1.4.6.The language “other than any Novartis Internal Collaboration Compounds and” in Section 13.6(b)(iii)(B) is deleted in its entirety.
2.1.5.Section 8.2(c) and (d) (pertaining to a “[**]” and “[**]”) are deleted in their entirety.
1.1.1.Section 13.6(a)(ii) is deleted in its entirety and replaced with the following:
Novartis’ payment obligations with respect to Collaboration Compounds or Collaboration Products Directed Against any Terminated Target shall survive; provided that the applicable Collaboration Compound or Collaboration Product either (A) was the
subject of a [**] during the Term or (B) with respect to any Collaboration Compound or Collaboration Product that is Covered by any Product Specific Patent with priority date prior to the effective date of termination, or that uses or was discovered using Schrӧdinger Arising IP, Product Specific Know-How, or Licensed Know-How in existence prior to the effective date of termination, Achieves the DC Criteria within [**] after the effective date of termination with respect to the applicable Collaboration Target.
2.2. Addition of Definitions
Article 1 (“Definitions”) shall be amended by adding the following entirely new sections at the end of Section 1.234.
“1.235 “New Target 1” means the Target nominated by Novartis pursuant to Section 2.7.2 of this Amendment and designated by the JSC pursuant to Section 2.7.1 of this Amendment as the Replacement Collaboration Target, replacing the [**]. For the avoidance of doubt, upon designation as Replacement Collaboration Target pursuant to this Amendment, New Target 1 shall constitute a “Collaboration Target” for all purposes under the Agreement, subject to the terms and conditions set forth herein.”
“1.236 “New Target 2” means the Target nominated by Novartis pursuant to Section 2.7.2 of this Amendment and designated by the JSC pursuant to Section 2.7.1 of this Amendment as the Additional Collaboration Target. For the avoidance of doubt, upon designation as Additional Collaboration Target pursuant to this Amendment, New Target 2 shall constitute a “Collaboration Target” for all purposes under the Agreement, subject to the terms and conditions set forth herein.”
2.3.Replacement Right
2.3.1.Section 3.3(b) is deleted in its entirety and replaced with the following:
“(b) Other Replacement. Subject to the remainder of this Section 3.3 (Replacement Collaboration Targets and Additional [**]), with respect to each Initial Collaboration Target, or Additional Collaboration Target, in each case, (i) for which no Collaboration Compound has Achieved the DC Criteria and the JSC has determined that no Collaboration Compound has met or is likely to meet the criteria set forth in the DC Criteria of such Collaboration Target or (ii) which Novartis desires to replace (for any or no reason)
and to which replacement Schrodinger consents in writing, then Novartis may, at any time during the Research Term of such Collaboration Target, nominate with respect to each such Collaboration Target up to [**] to replace such Collaboration Target in accordance with the process set forth in Section 3.3(c) (Target Replacement Procedure) (for clarity, all [**] shall be treated as one Collaboration Target and can [**] be replaced by up to [**]). If a Collaboration Target is replaced with a Replacement Collaboration Target pursuant to this Section 3.3(b), such Replacement Collaboration Target [**].”
2.3.2. Section 3.3(c)(i) is deleted in its entirety and replaced with the following:
“(i) Proposed Replacement. In the case that Novartis desires to replace any Collaboration Target in accordance Section 3.3(b) (Other Replacement), Novartis shall provide written notice to Schrӧdinger, through the JSC, and in the case of Section 3.3(b)(i), of Novartis’ basis for its determination that no Collaboration Compound has met or is likely to meet the criteria set forth in the DC Criteria of such Collaboration Target (such notice, the “Proposed Replacement Notice”), and the JSC shall discuss in good faith such basis. If following such good faith discussion, Novartis still desires to replace any Collaboration Target based upon such determination, or in the case of (b)(ii), Schrodinger consents in writing to the proposed replacement , Novartis shall send to the Gatekeeper written notice of the identity of the new Target candidate to replace such Collaboration Target (the “Proposed Replacement Target”), which notice shall include such Target’s identity, for such Proposed Replacement Target (the “Proposed Replacement Target Notice”).”
2.3.3.Section 3.3(c)(iv) is deleted in its entirety and replaced with the following:
“(iv) Final Determination. Within [**] from the date of receipt of a Suitability Analysis Notice, the JSC shall discuss in good faith the potential replacement of the applicable Collaboration Target with the applicable Proposed Replacement Target, and if the JSC unanimously decides in writing to effect such replacement, a suitable Project Plan will be prepared pursuant to Section 3.1(c)(i) (Proposed Replacement).”
2.4.Milestone Payments for [**] Replacement Collaboration Target and Additional Collaboration Targets:
2.4.1.Tables 1, 2 and 3 in Article 8 are amended to change the Discovery Milestone Payments, Development Milestone Payments and Sales Milestone Payments for an [**] Replacement Collaboration Target and add Discovery Milestone Payments, Development Milestone Payments and Sales Milestone Payments for each Additional Collaboration Target or its Replacement Collaboration Target as follows (the tables are reproduced in full for ease of reference):
Section 8.2, Table 1:
Table 1
Discovery Milestone Event | Discovery Milestone Payment | ||||
[**] | ●$[**] Dollars) for each Collaboration Compound Directed Against the [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for each Collaboration Compound Directed Against the [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for each Collaboration Compound Directed Against an [**] Replacement Collaboration Target ●$[**] Dollars) for each Collaboration Compound Directed Against an Additional Collaboration Target or its Replacement Collaboration Target | ||||
Section 8.3, Table 2:
Table 2
Development Milestone Event | Development Milestone Payment | |||||||
1. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
2. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
3. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
4. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for an [**] Replacement Collaboration Target ● [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
5. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
6. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
7. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
8. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
9. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) for an [**] Replacement Collaboration Target ●$ [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
10. | [**] | ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for [**] Target or its Replacement Collaboration Target ●$[**] Dollars) for an [**] Replacement Collaboration Target ● [**] Dollars) for an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
Section 8.4, Table 3:
Sales Milestone Event (First Achievement of Annual Net Sales for Each Collaboration Product) | Sales Milestone Payment | |||||||
1. | [**] Dollars ($[**]) | ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) if such Collaboration Product is directed to an [**] Replacement Collaboration Target ●$ [**] Dollars) if such Collaboration Product is directed to an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
Sales Milestone Event (First Achievement of Annual Net Sales for Each Collaboration Product) | Sales Milestone Payment | |||||||
2. | [**] Dollars ($[**]) | ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) if such Collaboration Product is directed to an [**] Replacement Collaboration Target ● [**] Dollars) if such Collaboration Product is directed to an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
Sales Milestone Event (First Achievement of Annual Net Sales for Each Collaboration Product) | Sales Milestone Payment | |||||||
3. | [**] Dollars ($[**]) | ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) if such Collaboration Product is directed to an [**] Replacement Collaboration Target ●$ [**] Dollars) if such Collaboration Product is directed to an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
Sales Milestone Event (First Achievement of Annual Net Sales for Each Collaboration Product) | Sales Milestone Payment | |||||||
4. | [**] Dollars ($[**]) | ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$[**] Dollars) if such Collaboration Product is directed to [**] Target or its Replacement Collaboration Target ●$ [**] Dollars) if such Collaboration Product is directed to an [**] Replacement Collaboration Target ● [**] Dollars) if such Collaboration Product is directed to an Additional Collaboration Target or its Replacement Collaboration Target | ||||||
2.4.2. Section 8.3(b) is amended by deleting (C) in its entirety and replacing it with the following language:
“[**].”
2.4.3. Section 8.4(b) is amended by deleting (iii) in its entirety and replacing it with the following language:
“ [**].”
2.4.4.Except as expressly set forth in this Section 2.3, all payment terms, invoicing procedures, and payment mechanics applicable to [**] under the Agreement shall apply mutatis mutandis to each Additional Collaboration Target or its Replacement Collaboration Target. For the avoidance of doubt, Novartis shall pay to Schrodinger royalties based on the Net Sales of each Collaboration Product during the applicable Royalty Term for such Collaboration Product in such country for each Additional Collaboration Target or its Replacement Collaboration Target as set forth in Section 8.5.
2.5.Resource Reallocation and Wind-Down
New subsections (i) and (ii) are added to 3.3(d) as follows:
“(i) Resource Reallocation. If Novartis replaces a Collaboration Target in accordance with this Section 3.3, the resources, including, without limitation, FTEs, equipment, materials, and project infrastructure, previously designated for or allocated to such Collaboration Target under the applicable Project Plan(s) and/or the JSC budget (collectively, the “Collaboration Target Resources”), shall be reallocated from such Collaboration Target Project Plan(s) to one or more Project Plans, as agreed upon by the JSC. The JSC shall oversee the resource allocation, and the Parties shall cooperate in good faith to ensure an orderly and efficient transition of such resources to the Project Plan(s) with minimal disruption to ongoing research activities.
(i)Discontinued Target Wind-Down. The Parties shall cooperate in good faith to develop a mutually agreed wind-down plan to govern the orderly wind-down of a Discontinued Target within [**] of the Initial Collaboration Target becoming a Discontinued Target.”
2.6.[**] Reversion and Exclusivity
2.6.1.The first paragraph of Section 13.6(b)(i), “Reversion Pre-DC”, is deleted in its entirety and replaced with the following:
“(i) Reversion Pre-DC. In the case of termination of this Agreement, in its entirety or with respect to a Terminated Target (and for clarity, not in the event of termination with respect to a Project or [**]) by Schrӧdinger under Section 13.3 (Termination by Either Party for Breach) or Section 13.4 (Termination by Either Party for Insolvency) or by Novartis under Section 13.2(a) (At Will) or in the case of [**] only, by Novartis under Section 3.3(b)(ii) (replacement with Schrodinger consent), in each case, prior to issuance of a [**], effective upon Schrӧdinger’s written notification to Novartis, within [**] of the effective date of such termination, of its election under this Section 13.6(b)(i):”
2.6.2.A new Section 13.6(b)(i)(C) is added as follows:
“Notwithstanding the foregoing in this Section 13.6(b)(i), Novartis shall have no payment obligations to Schrodinger, including but not limited to Discovery Milestone Payments, Development Milestone Payments, Sales Milestone Payments, or royalties, with respect to [**] from and after the date [**] becomes a Discontinued Target, except to the extent any such payment obligations accrued but remained unpaid prior to the date [**] became a Discontinued Target, which obligations shall survive and remain payable in accordance with the Agreement.”
2.6.3.Section 11.1(b)(vi) is deleted in its entirety and replaced with the following:
“(vi) the effective date of termination of such Collaboration Target if such termination occurs due to termination by Novartis under Section 13.2 (Termination by Novartis at Will or for a Safety Concern) or in the case of [**] only, by Novartis under Section 3.3(b)(ii) (replacement with Schrodinger consent), by either Party under Section 13.3 (Termination by Either Party for Breach), or by either Party under Section 13.4 (Termination by Either Party for Insolvency).
2.7.Designation of New Collaboration Targets
2.7.1.Notwithstanding the procedural requirements set forth in Section 3.3 (Replacement Collaboration Targets and Additional [**]), Section 3.4 (Additional Collaboration Targets), and Section 3.5 (Gatekeeper) of the Agreement, which are hereby waived by mutual written agreement of the Parties solely with respect to New Target 1 and New Target 2, the Parties hereby agree that, effective upon the JSC determination pursuant to Section 3.3(c)(iv) (Final Determination) to effect the designation of the applicable New Target (or the deemed designation of such New Target as provided below) , (i) New Target 1 shall constitute the Replacement Collaboration Target under the Agreement, and [**] shall cease to be a Collaboration Target and shall be treated as a Discontinued Target and (ii) New Target 2 shall constitute an Additional Collaboration Target under the Agreement, in each case except as expressly modified herein. Notwithstanding Section 3.3(c)(iv), with respect to each New Target the JSC shall make its determination no later than [**] after Schrodinger delivers a positive Suitability Analysis report for such New Target pursuant to Section 3.3(c)(iii); and if the JSC has not made such determination within that period, the applicable New Target shall be deemed designated and shall automatically become the Replacement Collaboration Target (New Target 1) or an Additional Collaboration Target (New Target 2), effective upon expiration of that period.
2.7.2.Nomination. Notwithstanding anything to the contrary in the Agreement or this Amendment, Novartis shall nominate each of New Target 1 and New Target 2 in writing to the JSC no later than [**] from the Amendment Effective Date.
2.7.3.Project Plans. Within [**] following the applicable New Target becoming a Collaboration Target pursuant to Section 2.7.1, the Parties shall cooperate in good faith to prepare and submit to the JSC for approval an initial Project Plan for each New Target 1 and New Target 2 in accordance with Section 3.1(c) (Additional Project Plans) of the Agreement. Each such Project Plan shall be substantially in the form of the Form Project Plan and shall set forth the applicable Discovery Milestone Criteria, DC Criteria, research activities, timelines, and resource allocations for the applicable New Target. Notwithstanding the foregoing or anything to the contrary in this Agreement, upon completion of the steps under Section 2.7.1, each of New Target 1 and New Target 2 shall be deemed a Collaboration Target for all purposes of this Agreement, and the status of either such target as a Collaboration Target shall not be conditioned upon the Parties’ agreement on a Project Plan .
2.7.4.[**] Suitability Analysis Fee. For the avoidance of doubt, and consistent with Section 3.3(c)(iii) of the Agreement, [**] Suitability Analysis fee shall be payable by Novartis for the Suitability Analysis conducted with respect to [**].
3.General Provisions
3.1.Effect of Amendment; Integration. This Amendment is incorporated into and made a part of the Agreement. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. This Amendment, together with the Agreement and all schedules and exhibits thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether oral or written, relating to the subject matter of this Amendment.
3.2.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including PDF or other electronic format) shall be deemed original signatures for all purposes.
3.3.Governing Law. This Amendment shall be governed by and construed in accordance with the laws applicable to the Agreement as set forth therein.
3.4.Authority. Each Party represents and warrants that (a) it has all requisite corporate power and authority to enter into this Amendment and to perform its obligations hereunder, (b) this Amendment has been duly authorized by all necessary corporate action, and (c) this Amendment constitutes the valid, binding, and enforceable obligation of such Party in accordance with its terms.
3.5.No Waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Amendment shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Effective Date.
SCHRÖDINGER, INC.
By: /s/ Karen Akinsanya
Name: Karen Akinsanya
Title: President R&D, Therapeutics, Chief Strategy Officer, partnerships
Date: 14-Sept-2026
NOVARTIS PHARMA AG
By: /s/ Arne Woern
Name: Arne Woern
Title: Global Head Alliance Management
Date: 17-Sept-2026
NOVARTIS PHARMA AG
By: /s/ Yves Kesch
Name: Yves Kesch
Title: Senior Legal Counsel
Date: 16-Sept-2026
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ramy Farid, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Schrödinger, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026
| /s/ Ramy Farid | |||||
| Ramy Farid President and Chief Executive Officer (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richie Jain, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Schrödinger, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026
| /s/ Richie Jain | |||||
| Richie Jain Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Schrödinger, Inc. (the “Company”) hereby certifies, to his knowledge, that:
(1)the accompanying Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 4, 2026
| /s/ Ramy Farid | |||||
| Ramy Farid President and Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Schrödinger, Inc. (the “Company”) hereby certifies, to his knowledge, that:
(1)the accompanying Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 4, 2026
| /s/ Richie Jain | |||||
| Richie Jain Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||