Aktis Oncology (AKTS) risk factors, FY2025 10-K

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1. 01Our management team, led by our Chief Operating Officer, has primary responsibility for developing and managing our overall cybersecurity risk management program. The Chief Operating Officer oversees our internal information technology functions and supervises third-party cybersecurity vendors and consultants
2. 02Ite m 3. Legal Proceedings
3. 03Holders of our Common Stock
4. 04Recent Sales of Unregistered Equity Securities
5. 05Use of Proceeds from our Initial Public Offering
6. 06Ite m 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7. 07ultimately establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval
8. 08License and collaboration agreements
9. 09Blaze Bioscience license agreement
10. 10Institute for Protein Innovation, Inc. license agreement
11. 11University of Minnesota license agreement
12. 12Eli Lilly and Company research and collaboration agreement
13. 13To date, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the near future, if ever. Substantially all of our revenue to date has been derived from the work performed under the Collaboration Agreement
14. 14Research and development expenses
15. 15the cost of obtaining and maintaining patent and trade secret protection for our product candidates
16. 16General and administrative expenses
17. 17Comparison of the years ended December 31, 2025 and 2024
18. 18Net cash provided by investing activities was $66.0 million for the year ended December 31, 2025, primarily consisting of maturities of marketable securities of $269.4 million, partially offset by purchases of marketable securities and property and equipment of $193.8 million and $9.6 million, respectively
19. 19Net cash used in financing activities was $1.2 million during the year ended December 31, 2025, primarily consisting of payments of deferred offering costs of $1.5 million, partially offset by proceeds received from the exercise of common stock options of $0.3 million
20. 20Future funding requirements
21. 21the costs of establishing or contracting for sales and marketing capabilities if we obtain regulatory clearances to market [ 225 Ac]Ac-AKY-1189 for any Nectin-4 expressing tumors or any future product candidates
22. 22Royalty transfer agreement
23. 23Purchase and other obligations
24. 24Critical accounting estimates
25. 25Accrued research and development expenses
26. 26Determination of fair value of common stock valuations
27. 27the analysis of initial public offerings and the market performance of similar companies in the biopharmaceutical industry
28. 28Recently issued accounting pronouncements
29. 29Emerging Growth Company and Smaller Reporting Company status
30. 30Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk
31. 31Opinion on the Financial Statements
32. 32Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Deficit
33. 33Commitments and contingencies (Note 13)
34. 34$500 as of December 31, 2025
35. 351. Nature of the business and basis of presentation
36. 36Basis of presentation and consolidation
37. 37Cash and cash equivalents
38. 38Restricted cash equivalents
39. 39Concentration of credit risk
40. 40Impairment of long-lived assets
41. 41Level 1—Quoted prices in active markets for identical assets or liabilities
42. 42Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques
43. 43Research and development costs
44. 44Accrued research and development costs
45. 45Asset acquisitions and acquired in-process research and development expense
46. 46Stock-based compensation expense
47. 47The fair value of each restricted stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date
48. 48Redeemable convertible preferred stock
49. 49Net loss per common share
50. 50Emerging growth company status
51. 51Collaborative arrangements
52. 52Revenue from contracts with customers
53. 53not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes
54. 54Recently adopted accounting pronouncements
55. 55Recent accounting pronouncements not yet adopted
56. 563. Fair value measurements
57. 57Valuation of marketable securities
58. 58interest receivable relating to the Company’s available-for-sale securities is presented within prepaid expenses and other current assets in the accompanying consolidated balance sheets, and amounted to $1.1 million as of December 31, 2025 and 2024
59. 595. Property and equipment, net
60. 606. Accrued expenses and other current liabilities
61. 61In August 2020, the Company issued 5,000,000 shares of Series Seed redeemable convertible preferred stock (the "Series Seed Preferred Stock") for total net proceeds of $5.0 million pursuant to the Series Seed Preferred Stock Purchase Agreement (the “Series Seed Agreement”) between the Company and certain investors
62. 62In May 2024, the Preferred Stock Warrants were exercised for nominal consideration and the Company issued 250,000 shares of Partner Preferred Stock
63. 63The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2025 and 2024 was $8.14 and $5.95, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was $1.2 million and $0.4 million, respectively
64. 64Effective income tax rate
65. 65of the Company's product candidates currently incorporate, or rely on, the licensed patents and know-how from the TRIUMF License
66. 66Eli Lilly collaboration agreement
67. 6714. Related party transactions
68. 6815.Employee Benefit Plans
69. 69Weighted-average discount rate
70. 70Certain segment information for prior period has been recast to conform to the current year presentation. The recast did not impact the Company's previously reported consolidated results of operations
71. 711 IT, facilities, office and other includes depreciation, amortization, stock-based compensation expense, and allocations
72. 72Evaluation of Disclosure Controls and Procedures
73. 73Management’s Annual Report on Internal Control Over Financial Reporting
74. 74Changes in Internal Control over Financial Reporting
75. 75Rule 10b5-1 Trading Arrangements
76. 76Executive Officers and Directors
77. 77Class III consists of Ken Herrmann, Michael A. Sherman and Matthew Roden, and their terms will expire at our annual meeting of stockholders to be held in 2029
78. 78Board Leadership Structure
79. 79Role of the Board in Risk Oversight
80. 80All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee
81. 81Nominating and Corporate Governance Committee
82. 82Code of Business Conduct and Ethics
83. 83Item 11. Exec utive Compensation
84. 84Summary Compensation Table
85. 85The amounts shown in this column represent annual bonuses earned with respect to fiscal year 2025 under our annual bonus program
86. 86Employment Arrangements With Our Named Executive Officers
87. 87Potential Payments Upon Termination of Employment or Change in Control
88. 88Employment Arrangements in Place as of the Closing of the IPO for Named Executive Officers
89. 89Employee and Retirement Benefits
90. 90Outstanding Equity Awards at Fiscal Year-End 2025
91. 91We will reimburse our non-employee directors for reasonable out-of-pocket travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve
92. 92Director IPO Option Grants
93. 932026 Equity Incentive Plan
94. 94We have also designated a plan administrator to administer the day-to-day operations of the 2026 Plan
95. 95common stock and cash) or in any other form of payment, as determined by our board of directors and specified in the stock appreciation right agreement
96. 96In 2020, our board of directors adopted and our stockholders initially approved the 2020 Plan. No further awards will be made under the 2020 Plan following the completion of our IPO in January 2026; however, awards outstanding under the 2020 Plan will continue to be governed by their existing terms
97. 97by us at no more than the price at which the shares were previously issued will again become available for issuance under the 2026 Plan
98. 98other stock-based awards
99. 99other lawful consideration as our board of directors may determine
100. 100Other Stock-Based Awards . The administrator could grant other awards based on our common stock having such terms and conditions that it may determine, including stock appreciation rights, phantom stock awards or stock units
101. 101provide for the termination of the award immediately prior to the change of control
102. 102In order to incentivize our employees, our board of directors and stockholders have adopted the 2026 Employee Stock Purchase Plan, or the ESPP, which became effective on January 8, 2026. The material terms of the ESPP are summarized below
103. 103The common stock purchasable under the ESPP will be shares of authorized but unissued or reacquired common stock, including shares repurchased by us on the open market
104. 104All determinations, interpretations and constructions made by our board of directors in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons
105. 105The purchase price of shares acquired pursuant to purchase rights will not be less than the lesser of (i) 85% of the fair market value of a share of our common stock on the first day of an offering; or (ii) 85% of the fair market value of a share of our common stock on the date of purchase
106. 106outstanding offerings and purchase rights; and (iv) the class(es) and number of shares that are subject to purchase limits under each ongoing offering. Our board of directors will make these adjustments, and its determination will be final, binding and conclusive
107. 107Other Compensation and Benefits
108. 108Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
109. 109Compensation Recovery Policy
110. 110Limitations On Liability and Indemnification
111. 111Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission
112. 112We believe that these Restated Charter and Restated Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance
113. 113Compensation Committee Interlocks
114. 114Security Ownership of Certain Beneficial Owners and Management
115. 115all of our current executive officers and directors as a group
116. 116Based on a Schedule 13D filed with the SEC on January 15, 2026. Consists of 6,344,114 shares of common stock held directly by Eli Lilly and Company
117. 117Consists of (i) 144,568 shares of common stock and (ii) 284,806 shares of common stock underlying outstanding stock options exercisable within 60 days of March 10, 2026
118. 118Consists of 84,302 shares of common stock underlying outstanding stock options exercisable within 60 days of March 10, 2026
119. 119Consists of 23,410 shares of common stock underlying outstanding stock options exercisable within 60 days of March 10, 2026
120. 120Ite m 13. Certain Relationships and Related Transactions, and Director Independence
121. 121Series B Redeemable Convertible Preferred Stock Financing
122. 122Royalty Transfer Agreement with MPM Oncology Charitable Foundation and UBS Optimus Foundation
123. 123Consulting and Management Services with MPM BioImpact LLC
124. 124Investors’ Rights, Voting and Right of First Refusal Agreements
125. 125Indemnification agreements
126. 126Related person transaction policy
127. 127Audit Committee Pre-Approval of Audit and Non-Audit Services
128. 128Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed on January 12, 2026)
129. 129# Indicates management contract or compensatory plan