Annual Report for Fiscal Year Ending December 31 (Form 20-F)

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Our investors should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Item 3. Key Information-D. Risk Factors" or in other parts of this annual report on Form 20-F.

In this Item 5., unless otherwise indicated or the context otherwise requires, "we," "us," "our," the "Company," the "Group" and "NovaBridge" refer to NovaBridge Biosciences (formerly known as I-Mab), a Cayman Islands exempted company, and its consolidated subsidiaries, unless the context otherwise requires. This Item 5 includes trademarks, trade names and service marks, certain of which belong to us and others that are the property of other organizations. Solely for convenience, trademarks, trade names and service marks referred to in this Item 5 appear without the ®, ™and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we will not assert our rights or that the applicable owner will not assert its rights to these trademarks, trade names and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. For the periods presented in our consolidated financial statements included elsewhere in this Item 5, our reporting currency is U.S dollars. All references in this Item 5 to "$" are to U.S. dollars, and all references to "RMB" are to Renminbi. Tabular amounts are in U.S. dollars in thousands, except for share and per share amounts, unless otherwise noted. This Item 5 contains certain translations of RMB amounts into U.S. dollars. We make no representation that the RMB or U.S. dollar amounts referred to in this Item 5 could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all.

For a discussion of our results for the year ended December 31, 2024 and period-over-period analysis on results for the year ended December 31, 2024 compared to December 31, 2023, refer to "Item 5. Operating and Financial Review and Prospects" in our annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 3, 2025.

Overview

We are a global biotechnology platform company dedicated to bringing paradigm-shifting innovative treatments to the global markets in an accelerated and capital efficient manner. Since our inception, we have built a track record of identifying and developing novel and highly differentiated therapeutics worldwide. Our core products include givastomig, a novel bsAb simultaneously targeting Claudin 18.2 ("CLDN18.2"), a tumor associated antigen preferentially expressed in gastric, esophageal, and pancreatic cancers, and 4-1BB, a co-stimulatory molecule on T cells and VIS-101, a biologic targeting VEGF-A and ANG2 for patients with Wet AMD and DME.

Since the commencement of our operations in 2014, we have devoted most of our efforts and financial resources to organizing and staffing our operations, formulating business planning, raising capital, establishing our intellectual property portfolio and conducting preclinical and clinical trials of our drug candidates.

In April 2024, we completed the divesture of our Greater China assets and business operations, including our rights to the Greater China portfolio, to TJBio Hangzhou for an aggregate consideration of the RMB equivalent of up to $80 million, contingent on the achievement of certain future regulatory and sales-based milestone events as well as royalties. After the completion of the divestiture on April 2, 2024, we no longer own any rights to the Greater China portfolio.

On October 16, 2025, we announced the adoption of a new business model designed to identify and advance high-value therapeutic assets through strategic partnerships and specialized subsidiary entities. Under this model, we expect to transition into a biotechnology

platform company which will establish separate subsidiaries responsible for the development of therapeutically focused assets to enhance oversight, operational focus, and risk management.

We have not generated any revenue from the sales of our products, and as a result, we have incurred net losses since the commencement of our operations to 2014, with the exception of 2020 during which we generated net income primarily attributable to the revenues recognized in connection with the strategic collaboration with AbbVie, which was terminated in 2023. In 2025, 2024 and 2023, our net losses were $88.3 million, $22.2 million and $207.7 million, respectively. We do not expect to generate product revenue unless and until we obtain marketing approval for and commercialize a drug candidate, however, we cannot assure our investors that we will ever generate significant revenue or profits.

Recent Business Developments

Bridge Health

On October 28, 2025, our wholly-owned subsidiary I-Mab Hong Kong acquired 100% ownership of Bridge Health pursuant to an equity purchase agreement. The transaction provides us with the rights worldwide, subject to a bispecific collaboration agreement with ABL Bio, to bispecific and multi-specific applications, including bispecific and multi-specific antibodies and ADCs, based on the CLDN18.2 parental antibody used in givastomig. Pursuant to the equity purchase agreement, we agreed to pay Bridge Health shareholders an upfront payment in the amount of $1.8 million, and are obligated to make non-contingent payments totaling $1.2 million through 2027. In addition, Bridge Health shareholders may also receive future milestone payments of up to $3.875 million, subject to the achievement of certain development and regulatory milestones.

Business Model Update and Name Change

On October 16, 2025, we announced the adoption of a new business model designed to identify and advance high-value therapeutic assets through strategic partnerships and specialized subsidiary entities. Under this model, we expect to transition into a biotechnology platform company which will establish separate subsidiaries responsible for the development of therapeutically focused assets to enhance oversight, operational focus, and risk management. On October 24, 2025, pursuant to shareholder approval at the Extraordinary General Meeting of Shareholders, we changed our name from I-Mab to NovaBridge Biosciences, effective on October 29, 2025. As a result, our ADSs trade on Nasdaq under the new name and a new ticker symbol, "NBP", effective as of October 30, 2025, replacing the former symbol "IMAB."

Givastomig

On January 6, 2026, we announced positive updated results from the Phase 1b combination study of givastomig, a Claudin 18.2 (CLDN18.2) x 4-1BB bispecific antibody, in combination with nivolumab and chemotherapy (mFOLFOX6) in patients with HER2-negative, first line (1L) metastatic gastric cancer. An ORR of 77% (20/26) at the 8 mg/kg dose, and 73% (19/26) at the 12 mg/kg dose, confirms and extends positive signals observed in the dose escalation cohorts. The median PFS was 16.9 months and 82% 6-month landmark PFS rate across 8mg and 12mg dose (n=53 evaluable), demonstrating best-in-class potential for givastomig in treatment of 1L HER2-negative, metastatic gastric cancer. Updated Phase 1b data is planned to be communicated in the second half of 2026.

On February 17, 2026, we announced enrollment of the first patient in the global Phase 2 randomized combination study evaluating givastomig, a Claudin 18.2 (CLDN18.2) x 4-1BB bispecific antibody, in combination with nivolumab and chemotherapy (mFOLFOX6) in patients with HER2-negative, 1L metastatic gastric cancer.

On March 16, 2026, we announced that based on a productive Type B meeting with the FDA and receipt of written minutes, NovaBridge understands the FDA to be aligned on givastomig's potential eligibility for an accelerated approval pathway in 1L Her2-, CLDN 18.2+, PD-L1+ GEC patients, building on positive data from the Phase 1b combination trial. We intend to initiate a registrational Phase 3 trial, in combination with immunochemotherapy, as early as Q4 2026, using ORR as a primary endpoint for accelerated approval, with the final study design details to be discussed with the FDA. We believe this will position givastomig to be potential first-in-class 1L Claudin 18.2 therapeutic in Her-2 negative, Claudin 18.2 positive, PD-L1-positive GEC.

Visara / VIS-101

To expand our pipeline beyond oncology and into the field of ophthalmology, we have licensed-in the rights to develop, commercialize and otherwise exploit VIS-101, formerly known as AM712 or ASKG712, in all countries and territories worldwide except for Singapore, Thailand, Malaysia, Indonesia, Vietnam, the PRC, Taiwan, Macau, Hong Kong, Korea, and India.

To facilitate the VIS-101 in-license transaction, we established Visara, Inc. ("Visara"), initially as a wholly-owned subsidiary, which has subsequently become a company jointly owned by us and AffaMed pursuant to the Series A Subscription Agreement entered into on October 14, 2025. Under the Series A Subscription Agreement, we subscribed to 35,000,000 shares of Series A preferred stock of Visara for an aggregate purchase price of approximately $37.0 million, and AffaMed subscribed to 16,150,000 shares of Series A preferred stock. AffaMed's subscription was made in exchange for the assignment of certain rights, title, and interest related to VIS-101. In connection with the assignment of these rights, Visara made an upfront payment to AffaMed in the amount of $5.0 million. AffaMed is an affiliate of CBC Group, one of our principal shareholders.

Visara is led by Emmett T. Cunningham, Jr., MD, PhD, MPH, Co-founder and Executive Chairman. Dr. Cunningham has been a physician, innovator, entrepreneur, and investor for more than 25 years, formerly serving as Senior Managing Director at Blackstone Group L.P. and Managing Director at Clarus Ventures, LLC. Dr. Cunningham is an ophthalmologist specializing in infectious and inflammatory eye disease with over 450 co-authored publications.

On October 15, 2025, Visara entered into a license agreement with AskGene for an exclusive royalty-bearing license to develop VIS-101, in Singapore, Thailand, Malaysia, Indonesia, Vietnam, the People's Republic of China, Taiwan, Macau, Hong Kong, Korea, and India (the "Asian Territories") for an upfront payment in the amount of $7.0 million and reimbursement of certain costs incurred in connection with AskGene's ongoing Phase 2a study and long-term toxicology study of VIS-101 up to an aggregate amount of RMB 24 million. On October 28, 2025, Visara assigned its rights in the Asian Territories to Everest for an upfront payment in the amount of $7.0 million and assumption of all payment obligations under the license agreement between Visara and AskGene. Everest, an affiliate of CBC Group, and CBC Group are two of our principal shareholders.

On November 20, 2025, Visara appointed Cadmus C. Rich, MD, MBA, as Chief Medical Officer ("CMO"). Prior to joining Visara, Dr. Rich previously served as CMO for Lassen Therapeutics and Aura Biosciences. Prior to Aura, Dr. Rich has held progressive positions in Ophthalmology R&D including Medical Director/Senior Director at IQVIA, Inc. (Quintiles), Head of Clinical Trial Management at Alcon, Therapeutic Unit Head for Intraocular Lens R&D at Alcon and VP, Clinical Development and Medical Affairs for Inotek Pharmaceuticals. In these roles he actively participated in the product development of over 40 Drugs/Device programs (including the approval of five drugs and five devices in the US and other global regions) and has led or participated in over 125 clinical trials.

On November 20, 2025, Visara appointed Carlos Quezada-Ruiz MD, FASRS, as Chairman of its Scientific Advisory Board (SAB). Dr. Quezada-Ruiz is a retina specialist and clinical scientist who has played a pivotal role in the development of novel therapies for retinal disease including the global regulatory filings and approvals of VABYSMO® for wet AMD. He currently serves as CMO for Alkeus Pharmaceuticals and Assistant Professor of Ophthalmology at the Instituto de Oftalmología Fundación Conde de Valenciana in Mexico City, and Chairman of the Scientific Committee of the Mexican Retina Society.

On December 22, 2025, Visara completed a one-for-one thousand (1:1,000) reverse stock split of its Series A preferred stock. Pursuant to the reverse stock split, we now hold 35,000 shares of Visara's Series A preferred stock.

On March 9, 2026, Visara announced positive topline results from the Phase 2a study of VIS-101, including: mean improvement in BCVA exceeded 10 Early Treatment of Diabetic Retinopathy Study (ETDRS) letters; median central subfield thickness (CST) reduction is 100-150 mm and potential best-in-class durability was demonstrated by approximately two thirds of patients remaining retreatment-free at 4 months and close to half of patients being retreatment-free at 6 months. Additionally, favorable safety and no dose limited toxicity were observed during the course of the Phase 2a study. Visara plans to initiate a dose-determining Phase 2b study in the second half of this year, followed by a global Phase 3 program to start in 2027.

Key Factors Affecting Our Results of Operations

Our results of operations, financial condition, and the year-to-year comparability of our financial results have been, and are expected to continue to be, principally affected by the below factors:

Research and Development Expenses

Our results of operations are significantly affected by our cost structure, which primarily consists of research and development expenses and administrative expenses.

Research and development activities are central to our business model. We believe our ability to successfully develop drug candidates is the primary factor affecting our long-term competitiveness, as well as our future growth and development. Developing high-quality drug candidates requires a significant investment of resources over a prolonged period of time, and a core part of our strategy is to continue making sustained investments in this area. Since our inception, we have focused our resources on our research

and development activities, including conducting preclinical studies and clinical trials, and activities related to regulatory filings for our drug candidates. Our research and development expenses primarily include the following:

Our research and development costs may increase period over period as we continue to support and advance the clinical trials of our drug candidates.

Administrative Expenses

Our administrative expenses consist primarily of employee salaries and related benefit costs. Other administrative expenses include service fees for legal, intellectual property, consulting and auditing services as well as other direct and allocated expenses such as rent on our facilities, travel costs and other supplies used in administrative activities.

Revenue from Out-Licensing Agreements

We continue to seek out-licensing opportunities for our drug candidates through our network of global partnerships and alliances. As we have not obtained marketing approval for or commercialized a drug candidate, our revenues at the current stage are primarily subject to the availability of payments from granting licenses to research, develop and otherwise exploit certain of our drug candidates, and supply of the investigational products thereof, which primarily contributed to our revenues in 2023. See "Item 4. Information on the Company-B. Business Overview-Licensing and Collaboration Arrangements" for more information on the existing out-licensing arrangements.

In addition, after validating clinical safety and preliminary efficacy of a drug candidate in our Global portfolio in clinical trials in the United States, we may elect to out-license certain rights of such drug candidate, but we may choose to retain these rights for the United States or other countries or regions as we may deem fit. Before the commercialization of one or more of our drug candidates, we expect that the majority of our revenue will continue to be generated from out-licensing our intellectual properties.

Funding for Our Operations

During the periods presented, we funded our operations primarily through public and private placements, as well as revenue from licensing and collaboration deals. In the future, in the event of successful commercialization of one or more of our drug candidates, we expect to fund our operations in part with revenue generated from sales of our commercialized drug products. However, we believe we will need to raise additional capital to complete the development and commercialization of our other drug candidates and in connection with our continuing operations and other planned activities. Such funding may take the form of public or private offerings, debt financing, collaborations, licensing arrangements or other sources. Any fluctuation in our ability to fund our operations will impact our cash flow plan and our results of operations.

Our Ability to Commercialize Our Drug Candidates

Our business and results of operations depend on our ability to commercialize our drug candidates, once and if those candidates are approved for marketing by the applicable health authority. Currently, our pipeline consists of four clinical stage drug candidates. Although we currently do not have any product approved for commercial sale and have not generated any revenue from product sales, we expect to generate revenue from sales of our drug candidates after we complete the clinical development, obtain regulatory approval, and successfully commercialize such drug candidates, if ever. See "Item 4. Information on the Company-B. Business Overview-Our Drug Pipeline" for more information on the development status of our various drug candidates.

The Effect of Our Acquisition of I-Mab Tianjin and Our Divestiture of the Greater China Assets and Business Operations

We acquired a controlling interest in I-Mab Tianjin on July 15, 2017 and the remaining interest in I-Mab Tianjin in May 2018. Since our acquisition of the controlling interest in I-Mab Tianjin on July 15, 2017, I-Mab Tianjin has been consolidated into our results of operations. In connection with our acquisition of I-Mab Tianjin, we identified intangible assets of $22.4 million and goodwill of $23.0 million of I-Mab Tianjin. Goodwill is not amortized, but impairment of goodwill assessment is performed on at least an annual basis on December 31 or whenever events or changes in circumstances indicate that the carrying value of the reporting unit may exceed its fair

value. For the year ended December 31, 2023, we recognized a goodwill impairment in the amount of $23.0 million against the goodwill balance as of December 31, 2023.

On April 2, 2024, we completed the divestiture of our Greater China assets and business operations, including our rights to the Greater China portfolio, to TJ Biopharma for an aggregate consideration of the RMB equivalent of up to $80 million, contingent on the achievement of certain future regulatory and sales-based milestone events as well as royalties. After the completion of the divestiture on April 2, 2024, we do not own any rights to the Greater China portfolio, including the Greater China rights for uliledlimab, lemzoparlimab, and givastomig. We no longer bear future development costs of our Greater China assets and business operations.

As a result of the divestiture of our Greater China assets and business operations, we have ceased to consolidate the divested entity, assets and businesses as well as its corresponding financial results from the second quarter of 2024 onwards.

The Establishment of Visara and Acquisition of Bridge Health

On September 24, 2025, we established Visara to facilitate the expansion into the field of ophthalmology. On October 14, 2025, we entered into a Series A Subscription Agreement with Visara and AffaMed, pursuant to which we subscribed to 35,000,000 shares of Visara Series A preferred stock for aggregate purchase price of approximately $37.0 million and AffaMed subscribed to 16,150,000 shares of Visara Series A preferred stock in exchange for $5.0 million in cash consideration and ex-China Rights to VIS-101 (together the "Series A Financing"). The Series A Financing was intended to capitalize Visara to support the continued development of VIS-101. As a result of the transaction, we consolidated Visara in our consolidated financial statements. The acquired ex-China Rights to VIS-101 were accounted for as in-process research and development ("IPR&D") asset and expensed as research and development expenses. AffaMed's ownership interest in Visara is reflected as a redeemable noncontrolling interest. AffaMed is an affiliate of CBC Group, one of our principal shareholders.

On October 28, 2025, our wholly-owned subsidiary, I-Mab Hong Kong acquired 100% ownership of Bridge Health pursuant to an equity purchase agreement. The transaction was accounted for as an asset acquisition and the acquired IPR&D asset were expensed as research and development expenses.

Key Components of Results of Operations

The following results of operations relate to continuing operations.

Revenues

We did not generate any revenue for the years ended December 31, 2025 and 2024. For the year ended December 31, 2023, we generated revenue of $0.6 million from collaboration arrangements with AbbVie, primarily through granting licenses to use and otherwise exploiting certain of our intellectual properties in connection with our drug candidates.

Research and Development Expenses

Research and development expenses primarily consist of: (i) fees associated with the exclusive development rights of our in-licensed drug candidates, (ii) salaries and related benefit costs, including share-based compensation for personnel engaged in research and development activities, (iii) fees and other costs for services provided by CROs, investigators and clinical trial sites that conduct our clinical studies, and (iv) expenses relating to the development of our drug candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, and (v) other research and development expenses.

Our current research and development activities primarily relate to the clinical development of the following investigational drugs:

Additionally, we have in the past and may in the future develop uliledlimab, a monoclonal antibody designed to target CD73, the rate-limiting enzyme critical for adenosine-driven immunosuppression in the tumor microenvironment. In connection with our January

2025 strategic reprioritization of resources, we have paused internal development of uliledlimab while we await further data from TJ Biopharma's ongoing, randomized Phase 2 study combining uliledlimab with a checkpoint inhibitor in China. The results of these studies will help inform any potential future development path of uliledlimab.

We incurred research and development expenses of $62.9 million, $21.8 million and $21.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, representing 66.7%, 42.3% and 43.2% of our total research and development and administrative expenses for the corresponding periods. Research and development expenses for the year ended December 31, 2025 include our acquisition of certain rights, title, and interest related to VIS-101. Our research and development costs may increase period over period as we continue to support and advance the clinical trials of our drug candidates.

Administrative Expense

Administrative expenses primarily consist of salaries and related benefit costs, including share-based compensation, for employees engaged in managerial and administrative positions or involved in general corporate functions, professional fees for consulting and auditing as well as other direct and allocated expenses such as rent on our facilities, travel costs and other supplies used in administrative activities. For the years ended December 31, 2025, 2024 and 2023, our administrative expenses amounted to $31.4 million, $29.7 million and $28.2 million, respectively.

Interest Income

Interest income consists primarily of interest income derived from our money market funds and term deposits.

Other Income (Expenses), Net

Other income (expenses), net consists primarily of recognition of accumulated gain associated with available-for-sale debt securities previously recorded in accumulated other comprehensive loss, change in fair value of equity securities, the settlement of TJ Biopharma repurchase obligations, fair value changes of put right liabilities, net foreign exchange gains (losses), asset impairment loss, incentive payments from our ADS depository bank, rent expenses and sublease income.

Equity In Loss of Affiliates

Equity in loss of affiliates consists primarily of the loss recognized based on our proportionate ownership in TJBio Hangzhou, our unconsolidated investee prior to the equity transfer of our interests in TJBio Hangzhou to certain participating shareholders of TJBio Hangzhou.

Redeemable Noncontrolling Interests

Our results of operations include the impact of the redeemable noncontrolling interest ("redeemable NCI") associated with minority holders in Visara. The redeemable NCI represents the portion of net income or loss attributable to investors who hold a contractual redemption right that is outside of our control. The redeemable NCI was initially recognized at fair value and subsequently adjusted for its share of Visara's net loss based on the contractual liquidation waterfall in the Series A Subscription Agreement using the Liquidation at Book Value ("HLBV") method.

Taxation

Cayman Islands

NovaBridge, our holding entity, is incorporated in the Cayman Islands. According to Harney Westwood & Riegels, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands, except for stamp duties, which may be applicable on instruments executed in, or brought to, or produced before a court of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Hong Kong

NovaBridge, our holding entity, holds a business registration and tax file number in Hong Kong. I-Mab Biopharma Hong Kong Limited is incorporated in Hong Kong. Companies registered in Hong Kong are subject to Hong Kong profits tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with the Hong Kong tax laws. Under the current Hong Kong Inland Revenue Ordinance, from the year of assessment 2018/2019 onwards, companies registered in Hong Kong are subject to profits tax at the rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000. NovaBridge did not record any income tax expense for the years ended December 31, 2025, 2024 and 2023. For the years ended December 31, 2025, 2024 and 2023, I-Mab Biopharma Hong Kong Limited did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earnings in Hong Kong for any of the periods presented. Under the Hong Kong tax law, NovaBridge and I-Mab Biopharma Hong Kong Limited are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

United States

I-Mab Biopharma U.S. Ltd. is incorporated in Maryland and is subject to U.S. federal corporate income tax at a rate of 21%. It is also subject to state income tax in Maryland and several other states at a blended rate of 3.63%. I-Mab Biopharma U.S. Ltd. has no taxable income for all periods presented and therefore no provision for income taxes is required.

China

I-Mab Tianjin is incorporated in the PRC and is subject to PRC income tax at a rate of 25%. I-Mab Tianjin has no taxable income for all periods presented, therefore, no provision for income taxes is required.

Bridge Health is incorporated in the PRC and is subject to PRC income tax at a rate of 25% (applicable to the preferential income tax rate of 5% as a small and micro enterprises on the portion of its taxable income not exceeding RMB 3,000,000). Bridge Health has no taxable income for all periods presented, therefore, no provision for income taxes is required.

A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized in the foreseeable future. In making such determination, we evaluate a variety of positive and negative factors including our operating history, accumulated deficit, the existence of taxable temporary differences and reversal periods.

We have incurred net accumulated operating losses for income tax purposes since our inception. We believe that it is more likely than not that these net accumulated operating losses will not be utilized in the future based on the assessment as of December 31, 2025. Therefore, we have provided full valuation allowances for the deferred tax assets as of December 31, 2025, 2024 and 2023.

We evaluate each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2025, 2024 and 2023, we did not have any significant unrecognized uncertain tax positions.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues

We did not generate any revenue for the years ended December 31, 2025 and 2024.

Research and Development Expenses

The following table sets forth a breakdown of the major components of our research and development expenses in absolute amounts and as a percentage of our total research and development expenses for the periods indicated:

Our research and development expenses increased by $41.1 million, or 189.0%, from $21.8 million for the year ended December 31, 2024 to $62.9 million for the year ended December 31, 2025, primarily attributable to the recognition of IPR&D expenses related to the acquisition of VIS-101 through the Visara transaction and the Bridge Health asset acquisition, partially offset by reimbursements recognized under an existing collaboration agreement and lower employee benefit and compensation expenses resulting from a lower headcount.

Administrative Expenses

Our administrative expenses increased by $1.7 million, or 5.8%, from $29.7 million for the year ended December 31, 2024 to $31.4 million for the year ended December 31, 2025, primarily attributable to a higher employee share-based compensation expense related to the market and service-based awards, as well as an increased professional service expenses in the current period, partially offset by lower legal expenses and reduced employee benefit and compensation expenses resulting from a lower headcount. The employee share-based compensation expense during the year ended December 31, 2024 included forfeitures in connection with the divestiture of our Greater China assets and business operations.

Interest Income

We recorded interest income of $7.6 million and $7.5 million for the years ended December 31, 2025 and 2024, respectively. The increase for the year ended December 31, 2025 was primarily attributable to slightly higher average investable cash balances.

Other Income (Expenses), Net

We recorded other expenses of $1.7 million and $4.7 million for the years ended December 31, 2025 and 2024, respectively. The change was primarily attributable to the settlement of repurchase obligations associated with the TJ Biopharma redemptions in the prior period, smaller impacts from foreign exchange losses recognized in 2025, and recognition of accumulated gain associated with the available-for-sale-debt securities, partially offset by the changes in fair value and extinguishment of put right liabilities, as well as fair value changes in our equity securities.

Equity in Loss of Affiliates

We recorded equity in loss of affiliates of $1.0 million for the year ended December 31, 2024 and no related loss for the year ended December 31, 2025. The decrease was driven by no further recognition of allocated losses from our unconsolidated investee, as the investee no longer qualified for equity method accounting.

Net Loss Attributable to Redeemable Noncontrolling Interests

We recorded net loss attributable to redeemable NCI of $42.1 million for the year ended December 31, 2025. The loss represents the allocation of the operating losses incurred by our subsidiary Visara for the year ended December 31, 2025 to noncontrolling interests based on the liquidation preferences associated with the Series A Subscription Agreement. The allocation reduced the carrying value of the redeemable NCI to zero in our consolidated balance sheets as of December 31, 2025. There was no noncontrolling interest for the year ended December 31, 2024.

Critical Accounting Policies and Significant Judgments and Estimates

Our reported results are impacted by the application of certain accounting policies that require us to make subjective or complex judgments. These judgments involve estimations of the effect of matters that are inherently uncertain and may significantly impact our

quarterly or annual results of operations or financial condition. Changes in the estimates and judgments could significantly affect our results of operations, financial condition and cash flows in future years. A description of what we consider to be our most significant critical accounting policies and estimates follows.

Revenue Recognition

We adopted Accounting Standard Codification ("ASC") 606,Revenue from Contracts with Customers ("ASC 606") for all periods presented. Consistent with the criteria of ASC 606, we recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The entity performs the following five steps to account for the arrangements that an entity determines are within the scope of ASC 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Once a contract is determined to be within the scope of ASC 606 at contract inception, we evaluate the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. We recognize as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.

Variable consideration in collaboration revenue arrangements

If the consideration promised in a contract includes a variable amount, we will estimate the amount of consideration to which we will be entitled in exchange for transferring the promised goods or services to a customer. An amount of consideration can vary because of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items. The promised consideration also can vary if an entity's entitlement to the consideration is contingent on the occurrence or nonoccurrence of a future event. We estimate an amount of variable consideration by using either of the following methods, depending on which method we expect to better predict the amount of consideration to which it will be entitled:

We include in the transaction price some or all of an amount of variable consideration estimated in accordance with above only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Determination of the standalone selling price of each performance obligation

Our collaborative arrangements may contain more than one unit of account, or performance obligation, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The collaborative arrangements do not include a right of return for any deliverable. As part of the accounting for these arrangements, we must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. In developing the stand-alone selling price for a performance obligation, we consider competitor pricing for a similar or identical product, market awareness of and perception of the product, expected product life and current market trends. In general, the consideration allocated to each performance obligation is recognized when the respective obligation is satisfied either by delivering a good or providing a service, limited to the consideration that is not constrained.

Cost-to-cost measure of progress for over time performance obligations

Under our certain licensing and collaboration arrangement entered into with a business partner, we recognized revenue using the cost-to-cost measure. Under the cost-to-cost measure of progress method, the extent of progress towards completion is measured based on the ratio of costs incurred to-date to the total estimated costs for completion of the performance obligations. We generally use a

cost-to-cost measure of progress because it best depicts the transfer of benefits to a licensee. We applied significant judgment in estimating the total costs for completion of performance obligations under such licensing and collaboration arrangement.

See Note 13 - Licensing and Collaboration Arrangements of our consolidated financial statements included elsewhere in this annual report for a further discussion of our licensing and collaboration revenues.

Investments in available-for-sale debt securities

Investments in available-for-sale debt securities are accounted for at fair value. We determine the fair value of our investments with the assistance of an independent third-party valuation firm. We utilized a backsolved methodology to determine the estimated equity value of the investee and subsequently adjust this value as of each reporting period by applying a change in the movement of a selected set of comparable companies and biotech indices. This value was then allocated towards the different preferred share classes of the investment using an option pricing method ("OPM") and a waterfall approach based on the order of liquidation preferences of the share classes relative to one another. The significant assumptions of the OPM include equity market adjustment, expected time to change in control in years, estimated volatility and a risk-free rate based on the Chinese sovereign yield curve.

The unrealized gains and losses of the investment in available-for-sale debt securities are included as a component of accumulated other comprehensive loss. For investments in an unrealized loss position, we assess whether we intend to sell the security or will more likely than not be required to sell the security before recovery of the security's amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value and the impairment is recognized in other income (expense), net in the consolidated statements of comprehensive loss. If the security does not meet the aforementioned intent or requirement to sell criteria, we evaluate whether the decline in fair value is due to credit-related factors. Any impairment due to credit-related losses are recorded as an allowance for credit losses and are included in other income (expense), net in the consolidated statements of comprehensive loss.

Investments in equity securities

We account for certain investments in equity securities without readily determinable fair value at fair value with the assistance of an independent third-party valuation firm. As of December 31, 2025, our equity securities represent investments that were reclassified from available-for-sale debt securities during the year ended December 31, 2025. The valuation methodology applied to the equity securities follows the same backsolve approach that was previously utilized in fair valuing the available-for-sale debt securities, adjusted for impact of the elimination of the unilateral redemption rights. The unrealized gains and losses of the investment in equity securities are included in earnings.

Fair value measurement of put right liabilities

A put right written by us to third-party investors in our affiliate was recorded as a freestanding equity-linked instrument and classified as a put right liability. We determined the fair value of the put right with the assistance of an independent third-party valuation firm. We used the option pricing model (Finnerty model) to estimate the fair value of the put right. The model requires the input of key assumptions including the expected terms, estimated volatility, spot price and probability of triggering event for redemption option. The significant unobservable inputs used in the option pricing model included spot price, estimated volatility and probability of triggering event for redemption option. The expected term is estimated based on the timing of a hypothetical redemption event which is assumed to be the earlier of expected redemption date or expected public offering date. Expected volatility is estimated based on daily stock prices of the comparable companies for a period with length commensurate to the expected terms of redemption event. The spot price was determined using the income approach with assistance from an independent third-party valuation firm. The significant unobservable inputs used in the income approach include revenue growth rates and discount rates.

Redeemable Noncontrolling Interests

Noncontrolling interests represent the third-party equity interests in the subsidiaries that are not attributable, directly or indirectly, to us. Noncontrolling interests that contain redemption features that are not solely within our control are classified as redeemable NCI. Redeemable NCI are initially recognized at fair value on the issuance date and subsequently adjusted for the NCI holder's share of income or loss using the HLBV method if the liquidation rights are disproportionate to their relative ownership percentages. We applied significant judgment in estimating the fair value of the redeemable NCI based on the fair value of the IPR&D asset acquired.

Valuation of IPR&D Assets

We engage a third-party valuation specialist to assist in estimating the fair value of IPR&D assets. The valuation process may include market research to assess the commercial potential of the underlying asset, including interviews with key opinion leaders,

ophthalmologists and payors for each targeted indication, as well as reviews of published clinical data, market reports and industry data. The fair value of the IPR&D asset may be determined using an income approach-based discounted cash flow model. Significant assumptions may include revenue growth rates derived from uptake curves, patient penetration, and gross-to-net trends, probability of success for each indication, estimated cost of sales, contractual sales and royalty milestones, expected research and development and operating expense percentages, applicable income tax rates, and discount rates derived from a weighted average cost of capital based on a set of comparable companies.

Research and Development Expenses

Elements of research and development expenses primarily include (i) payroll and other related expenses of personnel engaged in research and development activities, (ii) fees associated with the exclusive development rights of our in-licensed drug candidates, (iii) fees for services provided by CROs, investigators and clinical trial sites that conduct our clinical studies, (iv) expenses relating to the development of our drug candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, and (v) other research and development expenses. Research and development expenses are recognized in expenses as incurred when these expenditures are used for the Group's research and development activities and have no alternative future uses.

We applied significant judgment in estimating the progress of our research and development activities and completion of or likelihood of achieving milestone events per underlying agreements when estimating the research and development costs to be accrued at each reporting period end. The process of estimating our research and development expenses involves reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated costs incurred for the services when we have not yet been invoiced or otherwise notified of the actual costs.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price for acquisitions over the fair value of the net assets acquired, including other intangible assets, is recorded as goodwill. Goodwill is not amortized, but impairment of goodwill is tested on at least an annual basis or whenever events or changes in circumstances indicate that the carrying value of the reporting unit exceeds its fair value.

We first assess qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes our evaluation of relevant events and circumstances affecting our single reporting unit, including macroeconomic, industry, market conditions and our overall financial performance. If qualitative factors indicate that it is more likely than not that our reporting unit's fair value is less than its carrying amount, then we will perform the quantitative impairment test by comparing the reporting unit's carrying amount, including goodwill, to its fair value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess.

We applied significant judgment in developing the fair value of our single reporting unit. Fair value of the reporting unit is estimated by us using a discounted cash flow model which requires us to make judgments and assumptions related to future revenues, discount rate and terminal growth rate. The probabilities of the success of the clinical trials based on the status of these trials and reference to the industry benchmark were also incorporated into the assumption of future revenues.

Recent Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 - Principal accounting policies- Recent Accounting Pronouncementsof our consolidated financial statements included elsewhere in this annual report.

Cash Flows and Working Capital

We have incurred net losses and negative cash flows from our operations for the years ended December 31, 2025, 2024 and 2023. Substantially all of our losses have resulted from funding our research and development programs and administrative costs associated with our operations. We incurred net losses from continuing operations of $88.3 million, $49.7 million and $82.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Our primary use of cash is to fund our research and development activities. We used $20.6 million, $52.7 million and $72.7 million in cash for our operating activities for the year ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we had cash and cash equivalents of $210.6 million and short-term investments of $0.2

million. Our cash and cash equivalents consist primarily of cash held in banks and short term securities. Historically, we have financed our operations primarily through public and private placements, as well as revenue from licensing and collaboration deals. We may need to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships, potential strategic transactions or out-licensing of our products.

The following table sets forth a summary of our cash flows for the periods presented:

We do not expect to generate any revenue from the sales of our products unless and until we obtain regulatory approval of and commercialize one of our current or future drug candidates. We anticipate that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our drug candidates and begin to commercialize any approved products. In addition, subject to obtaining regulatory approval of any of our drug candidates, we expect to incur significant commercialization expenses for product sales, marketing and manufacturing. Accordingly, we anticipate that we will need substantial additional funding in connection with our continuing operations.

Based on our current operating plan, we believe that our current cash, cash equivalents and short-term investments of $210.8 million will be sufficient to meet our current and anticipated working capital requirements and capital expenditures into the fourth quarter of 2028. We have based our estimates on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development and commercialization of our drug candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures necessary to complete the development and commercialization of our drug candidates.

We may decide to enhance our liquidity position or increase our cash reserve for future operations and investments through additional financing. The issuance and sale of additional equity would result in further dilution to our shareholders and ADS holders, and the terms of these securities may include liquidation or other preferences that adversely affect our investors' rights as ADS holders. The incurrence of indebtedness would result in increased fixed or variable obligations and could result in operating covenants that would restrict our operations, which could potentially dilute the interests of our shareholders. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams or research programs or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market products or drug candidates that we would otherwise prefer to develop and market ourselves.

As of December 31, 2025, substantially all of our cash and cash equivalents were denominated in USD and held in U.S. financial institutions. The majority of our cash and cash equivalents is denominated in U.S. dollars and held in the United States.

Operating Activities

Net cash used in operating activities from continuing operations for the year ended December 31, 2025 was $20.6 million. Our net loss was $88.3 million for the same period. The difference between our net loss and our net cash used in operating activities was primarily attributable to non-cash items, including $42.1 million of research and development expenses related to the fair value of acquired licensing rights, net of cash paid, $6.0 million of share-based compensation expense, $5.2 million related to the change in fair value of equity securities, and favorable working capital adjustments of $17.1 million, primarily related to an increase in accrued expenses, payables. These items were partially offset by $3.4 million of gain recognized on available-for-sale debt securities.

Net cash used in operating activities from continuing operations for the year ended December 31, 2024 was $52.7 million. Our net loss was $49.7 million for the same period. The difference between our net loss and our net cash used in operating activities was primarily attributable to certain non-cash items, including the change in fair value and extinguishment of put right liabilities of $13.9 million and share-based compensation expense of $1.9 million, partially offset by the settlement of TJ Biopharma repurchase obligations expense of $12.4 million.

Investing Activities

Net cash generated from investing activities from continuing operations for the year ended December 31, 2025 was $105.0 million. The net cash increase was primarily attributable to proceeds from disposal of short-term and other investments of $154.9 million, partially offset by $49.7 million cash used in the purchase of short-term and other investments.

Net cash used in investing activities from continuing operations for the year ended December 31, 2024 was $136.0 million. The net cash decrease was primarily attributable to $194.7 million of cash used in the purchase of short-term and other investments and $51.1 million of cash used in the purchase of available-for-sale debt securities partially offset by proceeds from disposal of short-term and other investments of $109.8 million.

Financing Activities

Net cash generated from financing activities for the year ended December 31, 2025 was $57.7 million, primarily attributable to net proceeds received from the underwritten offering of our ordinary shares in the third quarter of 2025, partially offset by payments of deferred offering costs.

Net cash used in financing activities for the year ended December 31, 2024 was $0.3 million, attributable to payment for stock repurchases during the period.

Material Cash Requirements

Contractual Obligations

Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our operating lease obligations with lease terms ranging from approximately 3 to 6 years, representing a total commitment amount of $3.4 million as of December 31, 2025, as well as fixed quarterly cash payments related to our Bridge Health acquisition totaling $1.2 million, payable in eight equal installments over a 24-month period following the transaction closing.

Our capital expenditures were incurred for purposes of purchasing property, equipment and software. Our capital expenditures were less than $0.1 million for the years ended December 31, 2025 and 2024 and $0.2 million for the year ended December 31, 2023.

Other than those disclosed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025.

We have entered into certain unconditional purchase obligations and other commitments in the normal course of business. There have been no changes to these commitments that would have a material impact on our ability to meet either short-term or long-term future cash requirements.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Collaborations, Licensing and Other Arrangements

We have entered into collaborative, licensing, and other arrangements with third parties that may require future milestone payments to third parties contingent upon the achievement of certain development, regulatory, or commercial milestones. Individually, these arrangements are insignificant in any one annual reporting period. However, if milestones for multiple products covered by these arrangements would happen to be reached in the same reporting period, the aggregate charge to expense could be material to the results

of operations in that period. From a business perspective, the payments are viewed as positive because they signify that the product is successfully moving through development and is now generating or is more likely to generate future cash flows from product sales. It is not possible to predict with reasonable certainty whether these milestones will be achieved or the timing for achievement. SeeNote 13 - Licensing and Collaboration Arrangementsof our consolidated financial statements included elsewhere in this annual report for additional information on these collaboration arrangements.

Holding Company Structure

We are a holding company with no material operations of its own. We currently conduct our operations primarily through our subsidiaries in the United States and in China through our PRC subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our U.S. and PRC subsidiaries. In the event that we may rely on dividends paid by our PRC subsidiaries, there are certain limitations imposed by debt instruments or PRC laws, rules and regulations. For details, see "Item 4. Information on the Company-B. Business Overview-Regulation-PRC Regulation-Regulations Relating to Foreign Exchange and the Dividend Distribution" and "Item 3. Key information-D. Risk Factors-General Risks Related to Our ADSs-Because we do not expect to pay dividends in the foreseeable future, our investors must rely on price appreciation of our ADSs for return on their investment."

Sec "Item 4. Information on the Company-B. Business Overview-Intellectual Property."

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

For our critical accounting estimates, see "Item 5. Operating and Financial Review and Prospects-A. Operating Results-Critical Accounting Policies and Significant Judgments and Estimates."