Y-mAbs(US:YMAB)2025-08-08 11:30PART I — FINANCIAL INFORMATION This section presents the unaudited consolidated financial statements and management's discussion and analysis for Y-mAbs Therapeutics, Inc. for the period ended June 30, 2025 Item 1. Consolidated Financial Statements This section presents the unaudited consolidated financial statements for Y-mAbs Therapeutics, Inc. as of June 30, 2025, and for the three and six-month periods then ended Consolidated Financial Statements (unaudited) Unaudited financial statements show total assets decreased to $117.2 million as of June 30, 2025, reporting a $8.4 million net loss for the six months then ended | Financial Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $62,293 | $67,234 | | Total current assets | $91,787 | $98,509 | | TOTAL ASSETS | $117,211 | $119,904 | | Liabilities & Equity | | | | Total current liabilities | $22,945 | $23,698 | | TOTAL LIABILITIES | $29,718 | $27,900 | | TOTAL STOCKHOLDERS' EQUITY | $87,493 | $92,004 | | Income Statement Highlights | Six months ended June 30, 2025 (in thousands) | Six months ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Total revenues | $40,429 | $42,729 | | Gross Profit | $34,766 | $37,618 | | Loss from operations | ($12,147) | ($16,697) | | NET LOSS | ($8,436) | ($15,878) | | Net loss per share, basic and diluted | ($0.19) | ($0.36) | | Cash Flow Highlights | Six months ended June 30, 2025 (in thousands) | Six months ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | ($5,260) | ($3,179) | | Net cash used in investing activities | ($127) | $0 | | Net cash provided by financing activities | $446 | $2,346 | | Net decrease in cash and cash equivalents | ($4,941) | ($831) | Notes to Consolidated Financial Statements (unaudited) Notes provide context to financial statements, detailing business, accounting policies, and key events like the pending merger and business realignment - On August 4, 2025, the Company entered into a Merger Agreement with Perseus BidCo US, Inc. for a cash tender offer to acquire all outstanding shares33120 - The company has an accumulated deficit of $495.6 million as of June 30, 2025, but management expects current cash of $62.3 million to fund operations for at least the next 12 months3637 - In January 2025, the company initiated a business realignment into DANYELZA and Radioimmunotherapy (RIT) segments, resulting in a 12% workforce reduction51111118 - Several legal proceedings, including the 'In re Y-mAbs Therapeutics, Inc. Securities Litigation', were resolved and are now considered closed, with the securities litigation settled for $19.65 million in June 2024878889 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion analyzes financial condition and results, covering business overview, performance, liquidity, and the pending merger agreement Overview Y-mAbs is a commercial-stage biopharmaceutical company focused on cancer treatments, with DANYELZA as its approved product and a pending merger - The company's lead product, DANYELZA, is approved for relapsed or refractory high-risk neuroblastoma, with a post-approval confirmatory study (Study 201) ongoing and expected to complete in 2028126129 - The SADA PRIT technology platform is a key focus, with two candidates in Phase 1 trials: GD2-SADA for solid tumors and CD38-SADA for hematological tumors137138 - On August 4, 2025, the company entered into a merger agreement with Perseus BidCo US, Inc. and its affiliates150 Results of Operations Financial performance improved with decreased net loss for Q2 and six-month periods, driven by lower operating expenses despite declining total revenues | Metric (Q2) | 2025 (in thousands) | 2024 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $19,525 | $22,798 | (14)% | | Net Product Revenue | $19,025 | $22,798 | (17)% | | R&D Expenses | $11,104 | $12,341 | (10)% | | SG&A Expenses | $11,313 | $17,232 | (34)% | | Net Loss | ($3,239) | ($9,249) | (65)% | | Metric (Six Months) | 2025 (in thousands) | 2024 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $40,429 | $42,729 | (5)% | | Net Product Revenue | $39,929 | $42,229 | (5)% | | R&D Expenses | $22,463 | $25,608 | (12)% | | SG&A Expenses | $24,400 | $28,657 | (15)% | | Net Loss | ($8,436) | ($15,878) | (47)% | - The decrease in SG&A expenses was primarily due to a net impact of $3.8 million related to litigation settlements recorded in the second quarter of 2024176189 Liquidity and Capital Resources The company held $62.3 million in cash as of June 30, 2025, projected to fund operations into 2028 if the merger fails, which also restricts capital raising - The company held $62.3 million in cash and cash equivalents as of June 30, 2025, a decrease from $67.2 million at December 31, 2024194 - Management projects the current cash balance is sufficient to fund operations into 2028, assuming the merger does not close and the company continues as an independent entity195204 - The pending Merger Agreement prohibits the company from selling shares under its at-the-market (ATM) facility and from raising capital through other equity or debt financings194195203 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a "smaller reporting company," Y-mAbs is not required to provide the information for this item - The company is exempt from this disclosure requirement as it qualifies as a "smaller reporting company"216 Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of June 30, 2025 - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective218 - No material changes occurred in the company's internal control over financial reporting during the quarter ended June 30, 2025220 PART II — OTHER INFORMATION This section details legal proceedings, risk factors, equity sales, other information, and exhibits for the reporting period Item 1. Legal Proceedings This section refers to Note 9 of the financial statements for information on legal matters, detailing the resolution and closure of several lawsuits - Information regarding legal proceedings is incorporated by reference from Note 9 of the consolidated financial statements221 - Note 9 indicates that several past legal cases, including Donoghue vs. Y-mAbs, In re Y-mAbs Securities Litigation, and Hazelton vs. Y-mAbs, are now considered closed878889 Item 1A. Risk Factors This section supplements risk factors, focusing on new risks from the pending merger, tax attribute limitations, and general macroeconomic conditions Risks Related to the Merger The pending merger introduces risks including non-completion, operational disruptions, employee retention, restrictive covenants, and a possible $14.25 million termination fee - The completion of the merger is subject to conditions, and failure to complete it could adversely affect the company's business, stock price, and relationships223227 - The merger agreement imposes restrictions on business activities, limiting the company's ability to pursue strategic opportunities or respond to competitive pressures229230 - A termination fee of $14.25 million is payable to Parent if the Merger Agreement is terminated under specific circumstances, such as accepting a superior proposal227232 Risk Factors Related to Our Common Stock The pending merger is likely to trigger an "ownership change" under Section 382, limiting the company's ability to use net operating loss carryforwards and other tax attributes - The merger is likely to trigger an "ownership change" under Section 382 of the tax code, which will limit the annual use of the company's pre-existing net operating loss carryforwards237 General Risk Factors Business faces risks from macroeconomic conditions, global trade tensions, and tariffs, potentially increasing production costs, disrupting supply chains, and limiting cost pass-through - The company relies on third-party manufacturing and suppliers located outside the U.S., making it vulnerable to tariffs and trade restrictions which could increase costs and disrupt the supply chain241245 - The manufacturing of DANYELZA's active pharmaceutical ingredient (API) is planned to transition from the U.S. to Italy in 2026, increasing exposure to potential E.U. tariffs245 - The ability to offset increased costs from tariffs is limited due to long-term, fixed-price contracts with payors, which could negatively impact margins242243244 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities during the period - None252 Item 5. Other Information There is no other information to report for this item - None255 Item 6. Exhibits This section lists exhibits filed with the Quarterly Report, including the Merger Agreement, corporate governance documents, officer certifications, and XBRL data - Key exhibits filed include the Agreement and Plan of Merger dated August 4, 2025, and certifications from the Principal Executive Officer and Principal Financial Officer257260