Kalvista Pharmaceuticals Inc.

03/25/2026 | Press release | Distributed by Public on 03/25/2026 14:36

Annual Transition Report (Form 10-KT)

Management's Discussion and Analysis ofFinancial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this Transition Report on Form 10-KT. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations. These statements are based on the beliefs and assumptions of our management based on information currently available to management, reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ materially from those discussed or implied in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the section entitled "Risk Factors" and elsewhere in this Transition Report on Form 10-KT. You should review the risk factors for a more complete understanding of the risks associated with an investment in our securities. For further information regarding forward-looking statements, please refer to the "Special Note Regarding Forward-Looking Statements" at the beginning of Part I of this Transition Report on Form 10-KT. Our fiscal year end is December 31, and references throughout Item 7 to a given fiscal year are to the eight months ended on that date.

Management Overview

We are a global pharmaceutical company dedicated to delivering life-changing oral therapies for individuals affected by rare diseases with significant unmet needs. On July 3, 2025, we received approval from the U.S. Food and Drug Administration (the "FDA") for our lead product candidate, EKTERLY®(sebetralstat), for the treatment of acute attacks of hereditary angioedema ("HAE") in adults and adolescents aged 12 years and older. EKTERTLY is the first and only oral on-demand therapy for HAE. Following FDA approval, EKTERLY received marketing authorization from the European Medicines Agency EMA, the U.K.'s Medicines and Healthcare products Regulatory Agency (MHRA, the Swiss Agency for Therapeutic Products, Japan's Ministry of Health, Labour and Welfare as well as regulatory agencies in Australia and Singapore. We currently market EKTERLY in the U.S. and Germany and have established commercialization partnerships for Japan, Canada, Brazil, Argentina, Colombia, and Mexico. We are incorporated in the State of Delaware and headquartered in Framingham, Massachusetts.

Royalty Financing

In November 2024, we, as guarantor, and KalVista Pharmaceuticals Limited, our wholly owned subsidiary (the "Subsidiary"), entered into a Purchase and Sale Agreement (the "PSA") with DRI Healthcare Acquisitions LP, an affiliate of DRI Healthcare Trust, later replaced with DRI UK LP ("DRI"), pursuant to which the Subsidiary sold to DRI the right to receive payments from the Subsidiary at a tiered percentage of future worldwide net sales of sebetralstat in exchange for an upfront payment of $100.0 million. Pursuant to the PSA, because sebetralstat was approved prior to October 1, 2025, the Subsidiary had the option to receive a one-time payment of $22.0 million, which it exercised in July 2025. As a result of receiving this one-time payment from DRI, the royalty rate on the first sales tranche of net sales up to and including $500.0 million was increased from 5.00% to 6.00% and the sales-based milestone amount payable if annual worldwide net sales of EKTERLY meet or exceed $550.0 million in any calendar year before January 1, 2031 was increased from $50.0 million to $57.0 million. See Note 14, Purchase and Sale Agreement, of the financial statements included in the Transition Report on Form 10-KT for additional details regarding the PSA.

License, Supply and Distribution Agreement

Kaken Agreement

In April 2025, we entered into a License, Supply and Distribution Agreement (the "Kaken Agreement") with Kaken Pharmaceutical Co., Ltd. ("Kaken"), pursuant to which we have licensed exclusive commercialization rights in Japan to Kaken for sebetralstat (the "Licensed Product") in exchange for a non-refundable upfront payment of $11.0 million, potential regulatory and sales milestone payments totaling approximately $13.0 million, and effective royalty payments in the mid-twenties that shall be payable for each unit of Licensed Product, which will reflect a percentage of the Japanese National Health Insurance price of the Licensed Product.

Change in fiscal year

On March 13, 2025, our Board of Directors approved a change to our fiscal year end from April 30 to December 31, effective December 31, 2025, resulting in an eight-month transition period from May 1, 2025 to December 31, 2025.

Financial Overview

Revenue

Following FDA approval of EKTERLY on July 3, 2025, we began generating revenue from the sale of products in the U.S. We also generate product revenue from commercial sales in Germany, following approval received in October 2025.

Cost of Revenue

Cost of revenue consists of manufacturing costs and costs associated with the distribution of EKTERLY in the U.S. and Germany, following our receipt of the necessary regulatory approvals. Prior to receiving regulatory approval for EKTERLY in July 2025, we expensed such manufacturing and material costs as research and development expenses.

Research and Development Expenses

Research and development expenses primarily consist of costs associated with our research activities and preclinical and clinical development of product candidates. We contract with clinical research organizations to manage our clinical trials under agreed upon budgets for each study, with oversight by our clinical program managers. All research and development costs are expensed as incurred.

Costs for certain research and development activities, such as manufacturing development activities and clinical studies are recognized based on the contracted amounts, as adjusted for the percentage of work completed to date. Payments for these activities are based on the terms of the contractual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid or accrued expenses. We defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed.

We expect to continue to spend resources on research and development activities for the foreseeable future as we continue to conduct clinical development and toxicology studies. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials, additional drug manufacturing requirements, and later stage toxicology studies such as carcinogenicity studies. The process of conducting preclinical studies and clinical trials necessary to obtain regulatory approval is costly and time consuming. The probability of success for each product candidate is affected by numerous factors, including preclinical data, clinical data, competition, manufacturing capability and commercial viability. Accordingly, we may never succeed in achieving regulatory approval for any of our other product candidates.

Completion dates and costs for clinical development programs as well as our research program can vary significantly for each current and future product candidate and are difficult to predict. As a result, we cannot currently estimate with any degree of certainty the costs associated with development of our product candidates. We anticipate making determinations as to which programs and product candidates to pursue and how much funding to direct to each program and product candidate on an ongoing basis in response to the scientific success of early research programs, results of ongoing and future clinical trials, our ability to enter into collaborative agreements with respect to programs or potential product candidates, as well as ongoing assessments as to the commercial potential of each current or future product candidate.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and equity-based compensation expenses for personnel, costs of establishing a commercial organization to sell, market and distribute our product candidates and costs in executive, finance, legal, medical affairs, information technology, human resources, investor relations, and commercial functions. Other significant selling, general and administrative expenses include facility costs not otherwise included in research and development expenses, legal fees relating to patent and corporate matters and fees for accounting, consulting services, and corporate expenses. We expect selling, general and administrative expenses to increase as we continue to invest in building the infrastructure to support the commercial sales of EKTERLY.

Other (Expense) Income

Other (expense) income, net consists of interest income earned on bank accounts and marketable securities, interest expense from the royalty liability and convertible notes, change in fair value of the derivative liability, research and development tax credits from the United Kingdom tax incentive programs, realized gains and losses from marketable securities and realized and unrealized exchange rate gains and losses on cash held in foreign currencies and transactions settled in foreign currencies.

Income Taxes

We historically have incurred net losses and have had no corporate tax liabilities. We file U.S. Federal tax returns, as well as certain state returns. We also file returns in the U.K. Under the U.K. government's research and development tax incentive scheme, we have incurred qualifying research and development expenses and filed claims for research and development tax credits in accordance with the relevant tax legislation. The research and development tax credits are paid out to us in cash and reported as other income. For tax purposes, we capitalize and subsequently amortize all allowable R&D expenditures over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S.

Critical Accounting Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported revenue and expenses during the reported periods. We evaluate these estimates and judgments, including those described below, on an ongoing basis. We base our estimates on historical experience, known trends and events, contractual milestones and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. See also Note 2, Summary of Significant Accounting Policies,to our Notes to Consolidated Financial Statements included in this Transition Report on Form 10-KT, which discusses the significant assumptions used in applying our accounting policies. Those accounting policies and estimates that we deem to be critical are as follows:

Liability Related to the Royalty Obligation

In November 2024, we entered into a royalty financing with DRI to monetize a portion of our future EKTERLY (sebetralstat) royalties in exchange for an upfront payment of $100.0 million. We accounted for the royalty financing arrangement as debt due to it being probable at the time of entering into the arrangement that we would have commercial sales of EKTERLY and our continuing involvement in the future sales of EKTERLY. We calculated the liability related to the sale of future royalties, effective interest rate and the related interest expense using our current estimate of anticipated future royalty payments under the arrangement, which we reassess quarterly based on the current net sales forecasts utilizing the prospective method. The amount that DRI will receive under the agreement is based on sales of EKTERLY (sebetralstat). As such, the repayment amounts that we estimate related to projections of future sebetralstat revenues contain subjective estimation, which we believe could lead to changes in estimates in the future. If there is a material change in our estimate, we will prospectively adjust the timing and amount of payments due, effective interest rate and the related interest expense.

Under the PSA, the Subsidiary has the option (the "Buy-Back Option") to repurchase future Revenue Participation Rights (as defined in the PSA) at any time until December 31, 2026 either (i) in the event of a change of control of the Subsidiary or (ii) in the event that confirmation that payment of the Revenue Participation Rights will not receive certain tax treatment has not been obtained. Additionally, DRI has an option (the "Put Option") to require the Subsidiary to repurchase future Revenue Participation Rights in the event of a change of control of the Subsidiary exercisable until December 31, 2026. The Buy-Back and Put Options are considered embedded derivatives requiring bifurcation as a single compound derivative instrument. The Company estimated the fair value of the derivative liability using a "with-and-without" method. The with-and-without methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative is the fair value of the derivative liability. The initial fair value allocated to the derivative liability was recorded against the royalty obligation as a debt discount, which is being amortized in interest expense on the consolidated statement of operations over the expected term using the effective interest method. The embedded derivative is subsequently remeasured at fair value each reporting period.

There are numerous factors, most of which are not within our control, that could materially impact the amount and timing of future royalty payments and could result in changes to our estimate of future royalty payments to DRI. Such factors include, but are not limited to, the expected commercial sales of EKTERLY (sebetralstat), competing products or other significant events. These factors and other events or circumstances could result in reduced royalty payments from expected sales of EKTERLY (sebetralstat), which would result in a reduction of our royalty revenue and interest expense over the life of the agreement. Conversely, if sales of EKTERLY (sebetralstat) are more than amounts we estimated, the royalty revenue payments and non-cash interest expense we record would be greater over the life of the arrangement.

Product Revenue

To determine revenue recognition for arrangements within the scope of ASC Topic 606, Revenue from Contracts with Customers, we perform the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as we satisfy a performance obligation.

Net revenue from sales of EKTERLY is recorded at net selling price (transaction price), which includes reserves for variable consideration such as estimated government rebates, patient assistance programs, prompt payment discounts, distribution fees, and product returns. These estimated reserves, representing our best estimates of the amount of consideration to which we expect to be entitled based on the terms of the applicable contracts and statutory requirements. The related reserves are recorded as reductions of accounts receivable when no payments are required of us or a current liability when payment is expected. Actual amounts of consideration may differ from our estimates. If actual results vary from estimates, these estimates are adjusted, which would affect net product revenue and earnings in the period such variances become known.

Rebates. We estimate rebates we will provide to commercial payors and governmental programs, including Medicaid and Medicare, and deduct these estimated amounts from total gross product revenues at the time the revenues are recognized, resulting in a reduction of product revenue and the establishment of a current liability. Governmental rebate reserves are calculated based on the terms of applicable government statutory requirements and estimated product utilization by eligible patients.

Patient assistance. We provide financial assistance programs such as co-pay assistance to eligible commercially insured patients to help reduce out-of-pocket costs. The calculation is based on claims processed during a given period. Reserves for these programs are recorded in the same period in which the related revenue is recognized, resulting in a reduction of product revenue and establishment of a current liability.

Prompt payment discounts. We estimate credits to be granted to specialty pharmacies that remit payment within established incentive periods. These amounts are recorded as reductions of product revenue and accounts receivable at the time the related revenue is recognized.

Distribution fees. Distribution fees relate to payments made to customers in the distribution channel that provide inventory management, data reporting and product distribution services. These fees are generally recorded as a reduction of product revenue and a current liability at the time related revenues are recognized. If the services provided by the customer are distinct from the sale of product, the payments are instead classified as selling, general and administrative expenses.

Product returns. Reserves for estimated product returns are established in the period that the related revenue is recognized and recorded as reductions of both product revenue and accounts receivable.

Results of Operations

This section of this Transition Report on Form 10-KT generally discusses the eight-month transition period ended December 31, 2025 compared with the same period of the period year, which is unaudited, and year-to-year comparisons between the twelve-month periods ended April 30, 2025 and 2024.

Eight-Month Transition Period Ended December 31, 2025 Compared With the Eight-Month Period Ended December 31, 2024 (unaudited)

The table below summarizes the key components of our results of operations for the periods indicated (in thousands):

Eight Months Ended
December 31,

Change

2025

2024
(unaudited)

$

%

Product revenue, net

$

49,078

$

-

$

49,078

100%

Operating expenses:

Cost of revenue

3,081

-

3,081

100%

Research and development

33,371

52,166

(18,795)

-36%

Selling, general and administrative

124,663

64,864

59,799

92%

Total operating expenses

161,115

117,030

44,085

38%

Operating loss

(112,037)

(117,030)

4,993

-4%

Other income

1,480

6,576

(5,096)

-77%

Loss before income tax (benefit) expense

$

(110,557)

$

(110,454)

$

(103)

0%

Product revenue, net. Product revenue, net was $49.1 million for the eight-months ended December 31, 2025 compared with $0 in the same period in the prior year as a result of our commercial launch of EKTERLY in the U.S. in July 2025, following the FDA approval of EKTERLY on July 3, 2025, and in Germany in the fourth quarter of 2025.

Cost of revenue. Cost of revenue was $3.1 million for the eight-months ended December 31, 2025 compared with $0 in the same period in the prior year and primarily consisted of manufacturing costs and costs associated with the distribution of EKTERLY in the U.S. and Germany following regulatory approvals.

Research and development expenses. Research and development expenses decreased by $18.8 million for the eight-months ended December 31, 2025 compared with the same period in the prior year. The decrease was primarily due to decreases in spending on sebetralstat of $13.6 million, personnel costs of $1.1 million, and other R&D activities of $4.0 million.

The table below summarizes research and development expenses by major programs or categories for the periods indicated (in thousands):

Eight Months Ended
December 31,

Change

2025

2024
(unaudited)

$

%

Sebetralstat

$

8,556

$

22,172

$

(13,616)

-61%

Personnel

19,228

20,365

(1,137)

-6%

Other R&D

5,587

9,629

(4,042)

-42%

Total research and development

$

33,371

$

52,166

$

(18,795)

-36%

Other R&D costs decreased primarily due to decreased spending on preclinical activities and a transition to recognizing expense associated with sebetralstat pre-commercial awareness within selling, general and administrative expenses. We anticipate these costs to remain approximately at current levels as the KONFIDENT-S and KONFIDENT-KID trials are ongoing.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by $59.8 million for the eight-months ended December 31, 2025 compared with the same period in the prior year primarily due to increases in personnel costs of $36.2 million, marketing and advertising costs of $6.0 million, professional fees of $5.1 million, commercial strategy costs of $4.1 million, medical related expenses of $2.7 million, and other administrative expenses of $5.7 million. We anticipate that these expenses will continue at or above current levels to support the commercialization of EKTERLY.

Other income. Other income decreased by $5.1 million for the eight-months ended December 31, 2025 compared with the same period in the prior year primarily due to an increase in interest expense of $11.1 million offset by a change in the fair value of the derivative liability of $3.8 million and an increase in interest income of $1.7 million attributable to higher average cash and investment balances and the royalty and convertible notes transactions.

Twelve Months Ended April 30, 2025 Compared to the Twelve Months Ended April 30, 2024

The table below summarizes the key components of our results of operations for the periods indicated (in thousands):

Twelve Months Ended
April 30,

Change

2025

2024

$

%

Operating expenses:

Research and development

71,709

86,167

(14,458)

-17%

Selling, general and administrative

116,286

54,278

62,008

114%

Total operating expenses

187,995

140,445

47,550

34%

Operating loss

(187,995)

(140,445)

(47,550)

34%

Other income

7,943

13,801

(5,858)

-42%

Loss before income tax (benefit) expense

$

(180,052)

$

(126,644)

$

(53,408)

42%

Revenue. No revenue was recognized in the twelve months ended April 30, 2025 or 2024.

Research and development expenses. Research and development expenses were $71.7 million in the twelve months ended April 30, 2025 compared to $86.2 million in the prior year. The decrease of $14.5 million was primarily due to decreases in R&D spending on sebetralstat of $7.3 million and personnel costs of $2.7 million as our focus shifted to building out the commercialization of sebetralstat pending FDA approval. In addition, the decrease was further driven by a decline in other R&D activities of $4.4 million. The impact of exchange rate changes on research and development expenses was an increase of approximately $0.9 million compared to the prior year, which is reflected in the figures above.

The table below summarizes research and development expenses by major programs or categories for the periods indicated (in thousands):

Twelve Months Ended
April 30,

Change

2025

2024

$

%

Sebetralstat

$

29,211

$

36,544

$

(7,333)

-20%

Personnel

29,481

32,229

(2,748)

-9%

Other R&D

13,017

17,394

(4,377)

-25%

Total research and development

$

71,709

$

86,167

$

(14,458)

-17%

Other R&D costs decreased primarily due to decreased spending on preclinical activities and a transition to recognizing expense associated with sebetralstat pre-commercial awareness to Selling, general and administrative expenses, as the nature of the expenses no longer represented research activities.

Selling, general and administrative expenses. Selling, general and administrative expenses were $116.3 million in the twelve months ended April 30, 2025 compared to $54.3 million in the prior year. The increase of $62.0 million was primarily due to increases of $25.5 million in employee-related expenses primarily from the build out of the commercial and sales organization, $19.2 million in commercial expenses, $8.5 million in sebetralstat medical awareness expenses, $3.9 million in professional fees and $4.8 million in other administrative expenses.

Other (expense) income. Other income was $7.9 million for the twelve months ended April 30, 2025 compared to $13.8 million in the prior year. The decrease of $5.9 million was primarily due to a decrease of $3.3 million in income from research and development tax credit as a result of less qualified R&D spending, a $5.8 million increase in interest expense from the royalty obligation and a $1.7 million expense recorded on the change in fair value of the derivative liability. The decrease was partially offset by an increase of $2.5 million in interest income attributable to higher average cash and investment balances, and foreign currency exchange rate gains of $2.3 million from transactions denominated in foreign currencies in our foreign subsidiaries and other increases.

Liquidity and Capital Resources

The eight-month period ended December 31, 2025 is the first period in which we generated revenue from product sales following FDA approval of EKTERLY on July 3, 2025. For the eight-month period ended December 31, 2025 and twelve months ended April 30, 2025 and 2024, we incurred losses and cash outflows from operating activities. As of December 31, 2025, we had an accumulated deficit of $762.7 million and cash, cash equivalents and marketable securities totaling $300.2 million. We have funded operations primarily through the issuance of capital stock, pre-funded warrants, convertible debt, and royalty financing. Our working capital, primarily cash and marketable securities, is anticipated to be sufficient to fund our operations for at least the next twelve months from the date these

consolidated financial statements are issued.

Sources of Liquidity

In July 2024, we filed a registration statement on Form S-3 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), pursuant to which we may offer and sell securities having an aggregate public offering price of up to $300 million.

In November 2024, we entered into an underwriting agreement with Jefferies LLC, BofA Securities, Inc., TD Securities (USA) LLC and Stifel Nicolaus & Company, Incorporated, as the representatives of several underwriters to sell an aggregate of 5,500,000 shares of our common stock at an offering price of $10.00 per share (the "November 2024 Offering") pursuant to the Registration Statement. The net proceeds from the November 2024 Offering, after deducting expenses, were approximately $51.3 million.

Also in November 2024, we entered into a securities purchase agreement with DRI to sell an aggregate of 500,000 shares of our common stock at a price of $10.00 per share in a private placement. The net proceeds from the private placement, after deducting placement agent fees and other expenses, were approximately $4.7 million.

In July 2025, we received a one-time cash payment of $22.0 million as a result of obtaining FDA approval of sebetralstat before October 1, 2025, pursuant to the PSA with DRI.

In April 2025, we entered into the Kaken Agreement pursuant to which we have licensed exclusive commercialization rights in Japan to Kaken Pharmaceutical Co., Ltd. for the Licensed Product (as defined in the Kaken Agreement) in exchange for a non-refundable upfront payment of $11.0 million, potential regulatory and sales milestone payments totaling approximately $13.0 million and effective royalty payments in the mid-twenties percentage that shall be payable for each unit of revenue of Licensed Product that we supply, which reflect a percentage of the Japanese National Health Insurance price of the Licensed Product. In June 2025, we received the upfront payment of $11.0 million.

In July 2025, we entered into a sales agreement with TD Securities (USA) LLC ("TD Cowen") pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $100.0 million (the "ATM Shares"), under the prospectus supplement, dated July 10, 2025, to the Registration Statement, through TD Cowen as sales agent. As of December 31, 2025, we have not offered or sold any ATM Shares pursuant to the Registration Statement.

In September 2025, we entered into an indenture agreement with U.S. Bank Trust Company, National Association, as trustee, to issue $143.8 million aggregate principal amount of convertible senior notes (the "Notes"). The Notes are senior, unsecured obligations of the Company and bear interest at a rate of 3.25% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The net proceeds were $139.1 million after deducting the discount and offering expenses of $4.7 million. The effective interest rate on the Notes is 3.85%.

Cash Flows

The table below summarizes the net cash flow activity for the periods indicated (in thousands):

Eight Months Ended
December 31,

Change

2025

2024
(unaudited)

$

%

Cash used in operating activities

$

(81,621)

$

(97,784)

$

16,163

-17%

Cash provided by investing activities

18,684

94,233

(75,549)

-80%

Cash provided by financing activities

162,641

154,755

7,886

5%

Effect of exchange rate changes

(1,831)

(17)

(1,814)

10671%

Increase in cash, cash equivalents and restricted cash

$

97,873

$

151,187

$

(53,314)

-35%

Cash used in operating activities

Cash used in operating activities was $81.6 million for the eight-months ended December 31, 2025 and primarily consisted of a net loss of $109.5 million adjusted for stock-based compensation of $11.4 million, interest expense and issuance cost amortization associated with the sale of future royalties and interest expense associated with the convertible notes of $11.8 million, and other changes in net working capital. Cash used in operating activities was $97.8 million for the eight-months ended December 31, 2024 and primarily consisted of a net loss of $110.5 million adjusted for stock-based compensation of $7.8 million, an increase in accrued expenses and other liabilities and the research and development tax credit receivable of $12.5 million and $3.0 million, respectively, and other changes in net

working capital.

Cash provided by investing activities

Cash provided by investing activities for the eight-months ended December 31, 2025 was $18.7 million and primarily consisted of the sales and maturities of marketable securities of $105.4 million offset by purchases of marketable securities of $84.8 million, as compared to $94.2 million provided by investing activities during the same period in the prior year primarily due to the sales and maturities of marketable securities of $95.4 million.

Cash provided by financing activities

Cash provided by financing activities for the eight-months ended December 31, 2025 was $162.6 million and primarily consisted of the proceeds from the sale of convertible notes of $139.1 million and an increase in the royalty liability of $21.7 million related to our drawdown of the optional milestone payment from DRI following FDA approval of EKTERLY. Cash provided by financing activities during the same period in the prior year was $154.8 million and primarily consisted of the proceeds from the DRI royalty agreement of $95.4 million and proceeds from the issuance of common stock of $55.9 million.

The table below summarizes the net cash flow activity for the periods indicated (in thousands):

Twelve Months Ended
April 30,

Change

2025

2024

$

%

Cash used in operating activities

$

(152,907)

$

(89,231)

$

(63,676)

71%

Cash provided by (used in) investing activities

91,024

(84,719)

175,743

-207%

Cash provided by financing activities

159,727

150,714

9,013

6%

Effect of exchange rate changes

2,639

(1,213)

3,852

-318%

Increase (decrease) in cash, cash equivalents and restricted cash

$

100,483

$

(24,449)

$

124,932

-511%

Cash used in operating activities

Cash used in operating activities was $152.9 million for the twelve months ended April 30, 2025 and primarily consisted of a net loss of $183.4 million adjusted for stock-based compensation of $12.3 million, an increase of deferred revenue related to the upfront payment of $11.0 million from Kaken, a decrease in the research and development tax credit receivable of $7.3 million, and other changes in net working capital. The research and development tax credit receivable decreased due to the lower tax credit rate which occurred in April 2024 and decreased qualified R&D spending. Cash used in operating activities was $89.2 million for the twelve months ended April 30, 2024 and primarily consisted of a net loss of $126.6 million adjusted for stock-based compensation of $21.9 million, a decrease in the research and development tax credit receivable of $8.2 million, and other changes in net working capital.

Cash provided by (used in) investing activities

Cash provided by investing activities was $91.0 million for the twelve months ended April 30, 2025 and primarily consisted of sales and maturities of marketable securities of $122.5 million offset by purchases of marketable securities of $30.5 million. Cash used in investing activities was $84.7 million for the twelve months ended April 30, 2024 and primarily consisted of purchases of marketable securities of $189.2 million and spend on website development costs of $0.4 million offset by sales and maturities of marketable securities of $105.0 million.

Cash provided by financing activities

Cash provided by financing activities was $156.9 million for the twelve months ended April 30, 2025 and consisted of $95.2 million in net proceeds from the Royalty Agreement, $55.9 million from the issuance of common stock and $5.7 million from the issuance of common stock from equity incentive plans. Cash provided by financing activities was $150.7 million for the twelve months ended April 30, 2024 and primarily consisted of the $150.1 million in net proceeds from the February 2024 Underwritten Offering of common stock and pre-funded warrants.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2, Summary of Significant Accounting Policies, to our notes to the consolidated financial statements.

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