アイデヤバイオサイエンシズの四半期報告

--12-31false0001676725Q2http://www.ideayabio.com/20250630#PresidentAndCEOMember0001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2023-12-012023-12-310001676725us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2025-01-012025-06-300001676725us-gaap:CashAndCashEquivalentsMember2025-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001676725us-gaap:LicensingAgreementsMemberidya:CancerResearchTechnologyAndTheUniversityOfManchesterMember2023-04-012023-04-300001676725idya:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-300001676725us-gaap:EmployeeStockOptionMemberidya:TwoThousandTwentyThreeInducementPlanMember2024-12-310001676725us-gaap:CommonStockMemberidya:AtTheMarketOfferingMember2025-01-012025-06-300001676725idya:TwoThousandTwentyThreeInducementPlanMember2023-02-240001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMember2025-06-300001676725idya:IDE397Member2024-04-012024-06-300001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMembersrt:MaximumMember2025-01-012025-06-300001676725idya:PolymeraseThetaProgramMember2023-08-3100016767252024-07-110001676725us-gaap:FurnitureAndFixturesMember2025-06-300001676725us-gaap:RetainedEarningsMember2025-03-310001676725idya:TwoThousandTwentyThreeInducementPlanMember2024-06-300001676725idya:WernerHelicaseProgramMembersrt:MaximumMember2025-06-300001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2025-06-300001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMember2024-12-310001676725us-gaap:CommonStockMember2025-01-012025-06-300001676725us-gaap:LeaseholdImprovementsMember2025-06-300001676725idya:JiangsuHengruiPharmaceuticalsCoLtdMembersrt:MaximumMember2024-12-310001676725idya:MarketableSecuritiesNonCurrentMember2024-12-310001676725idya:MarketableSecuritiesCurrentMember2025-06-300001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2024-01-012024-12-310001676725idya:AtTheMarketOfferingMember2024-04-012024-06-300001676725us-gaap:AdditionalPaidInCapitalMember2024-03-3100016767252024-04-012024-06-300001676725us-gaap:CashMember2025-06-300001676725idya:DarovasertibMember2024-04-012024-06-300001676725us-gaap:SoftwareDevelopmentMember2025-06-3000016767252019-05-310001676725us-gaap:CommonStockMemberidya:AtTheMarketOfferingMember2024-04-012024-06-300001676725idya:PolymeraseThetaProgramMembersrt:MaximumMember2025-06-300001676725us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2025-06-300001676725srt:MaximumMember2025-01-012025-06-300001676725us-gaap:CommonStockMember2025-03-310001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2025-01-012025-06-300001676725us-gaap:CommercialPaperMember2025-06-300001676725us-gaap:AdditionalPaidInCapitalMember2025-06-300001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2024-01-012024-06-300001676725us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-06-3000016767252024-03-310001676725us-gaap:RetainedEarningsMember2025-01-012025-06-300001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMember2024-12-310001676725us-gaap:CommonStockMemberidya:FollowOnPublicOfferingMember2024-07-112024-07-110001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2025-04-012025-06-300001676725us-gaap:ResearchAndDevelopmentExpenseMember2025-04-012025-06-300001676725us-gaap:FurnitureAndFixturesMember2024-12-310001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberus-gaap:EmployeeStockOptionMember2025-06-300001676725idya:SeriesBRedeemableConvertiblePreferredStockMemberidya:NovartisInternationalPharmaceuticalsLimitedMemberus-gaap:LicensingAgreementsMember2018-09-300001676725idya:DarovasertibMember2025-01-012025-06-300001676725idya:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001676725us-gaap:CommonStockMember2025-04-012025-06-300001676725us-gaap:WarrantMember2024-09-012024-09-300001676725idya:LaboratoryEquipmentMember2025-06-300001676725us-gaap:CashAndCashEquivalentsMember2024-12-310001676725idya:JefferiesLLCMemberus-gaap:CommonStockMemberidya:AtTheMarketOfferingMembersrt:MaximumMember2024-01-192024-01-190001676725idya:IDE161Member2025-01-012025-06-300001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2023-11-300001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2025-01-012025-06-300001676725us-gaap:LeaseAgreementsMemberidya:SanDiegoCaliforniaMember2023-11-012023-11-300001676725srt:MinimumMember2024-01-012024-06-300001676725idya:WernerHelicaseProgramMember2024-10-012024-10-3100016767252023-10-272023-10-270001676725us-gaap:CommonStockMemberus-gaap:OverAllotmentOptionMember2024-07-112024-07-110001676725idya:EmployeeStockPurchasePlanMember2024-12-3100016767252025-04-012025-06-300001676725idya:TwoThousandFifteenNineteenAndTwentyThreeEquityIncentivePlansMemberidya:ExerciseOfOutstandingOptionsMember2024-12-310001676725idya:WernerHelicaseProgramMemberidya:GlaxoSmithKlineMember2020-06-012020-06-300001676725us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-06-300001676725idya:EmployeeStockPurchasePlanMember2025-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-06-300001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2024-05-310001676725idya:FollowOnPublicOfferingMember2024-07-110001676725idya:DarovasertibMember2025-04-012025-06-300001676725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001676725us-gaap:GeneralAndAdministrativeExpenseMember2024-04-012024-06-300001676725idya:TwoThousandNineteenIncentiveAwardPlanMember2025-01-012025-06-300001676725us-gaap:ComputerEquipmentMember2025-06-300001676725us-gaap:LicensingAgreementsMemberidya:NovartisInternationalPharmaceuticalsLimitedMembersrt:MaximumMember2018-09-300001676725idya:NovartisInternationalPharmaceuticalsLimitedMemberus-gaap:LicensingAgreementsMember2018-09-012018-09-300001676725srt:MaximumMember2024-01-012024-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001676725us-gaap:CommonStockMember2023-12-3100016767252025-06-300001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberidya:TenPercentStockholderMember2025-01-012025-06-300001676725us-gaap:EmployeeStockOptionMemberidya:TwoThousandTwentyThreeInducementPlanMember2025-06-300001676725idya:GlaxoSmithKlineMemberidya:GlaxoSmithKlineCollaborationAgreementMember2025-06-300001676725idya:TwoThousandTwentyThreeInducementPlanMember2025-05-310001676725us-gaap:EmployeeStockOptionMember2025-01-012025-06-300001676725us-gaap:CommonStockMember2024-03-310001676725srt:MinimumMember2025-04-012025-06-300001676725idya:PolymeraseThetaProgramMember2023-08-012023-08-310001676725idya:IDE397Member2024-01-012024-06-300001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberus-gaap:EmployeeStockOptionMember2024-12-310001676725us-gaap:RetainedEarningsMember2024-04-012024-06-300001676725us-gaap:WarrantMember2024-12-310001676725idya:GlaxoSmithKlineCollaborationAgreementMember2025-01-012025-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-06-300001676725idya:JefferiesLLCMemberus-gaap:CommonStockMemberidya:AtTheMarketOfferingMemberidya:JanuaryTwoThousandTwentyFourSalesAgreementMember2025-06-300001676725idya:WernerHelicaseProgramMembersrt:MaximumMember2024-10-012024-10-310001676725idya:MarketableSecuritiesCurrentMember2024-12-310001676725us-gaap:AdditionalPaidInCapitalMember2023-12-310001676725idya:FollowOnPublicOfferingMember2024-07-112024-07-110001676725idya:TwoThousandNineteenIncentiveAwardPlanMember2025-06-3000016767252023-12-3100016767252023-10-270001676725us-gaap:GeneralAndAdministrativeExpenseMember2025-04-012025-06-300001676725us-gaap:CommonStockMember2024-07-110001676725us-gaap:CommonStockMember2024-01-012024-06-3000016767252023-04-272023-04-270001676725us-gaap:EmployeeStockOptionMember2024-01-012024-06-300001676725idya:JefferiesLLCMemberus-gaap:CommonStockMemberidya:AtTheMarketOfferingMemberidya:JanuaryTwoThousandTwentyFourSalesAgreementMember2025-01-012025-06-300001676725us-gaap:CommonStockMember2024-04-012024-06-300001676725us-gaap:RetainedEarningsMember2023-12-310001676725idya:AtTheMarketOfferingMember2025-01-012025-06-300001676725idya:IDE397Member2025-01-012025-06-300001676725idya:TwoThousandTwentyThreeInducementPlanMember2025-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001676725us-gaap:LicensingAgreementsMemberidya:NovartisInternationalPharmaceuticalsLimitedMember2025-04-012025-04-300001676725us-gaap:CashMember2024-12-310001676725us-gaap:CommonStockMember2025-06-300001676725idya:TwoThousandNineteenIncentiveAwardPlanMembersrt:MaximumMember2025-01-012025-06-300001676725us-gaap:LeaseholdImprovementsMember2024-12-310001676725idya:WernerHelicaseProgramMembersrt:MaximumMember2020-06-300001676725idya:MarketableSecuritiesNonCurrentMember2025-06-300001676725idya:PolymeraseThetaProgramMember2025-06-300001676725us-gaap:SoftwareDevelopmentMember2024-12-310001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2025-01-012025-06-300001676725idya:WernerHelicaseProgramMember2025-06-300001676725idya:WernerHelicaseProgramMember2020-06-012020-06-300001676725us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMember2025-06-300001676725us-gaap:AccountingStandardsUpdate202307Member2025-06-300001676725us-gaap:RetainedEarningsMember2024-03-310001676725us-gaap:RetainedEarningsMember2024-06-3000016767252024-12-310001676725idya:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2025-01-012025-06-300001676725idya:AtTheMarketOfferingMember2024-01-012024-06-300001676725idya:IDE161Member2025-04-012025-06-300001676725us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-06-3000016767252024-07-112024-07-110001676725us-gaap:AdditionalPaidInCapitalMember2025-01-012025-06-300001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2024-12-310001676725us-gaap:CommercialPaperMember2024-12-310001676725us-gaap:CommonStockMember2024-06-300001676725idya:IDE161Member2024-04-012024-06-300001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2023-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001676725us-gaap:CommonStockMemberidya:FollowOnPublicOfferingMember2024-07-110001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001676725srt:MaximumMember2024-04-012024-06-300001676725srt:MaximumMember2024-01-012024-12-310001676725us-gaap:SubsequentEventMember2025-07-310001676725idya:IDE161Member2024-01-012024-06-300001676725idya:AtTheMarketOfferingMemberus-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001676725us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001676725idya:BiocytogenPharmaceuticalsBeijingCoLtdMember2024-07-312024-07-310001676725idya:LaboratoryEquipmentMember2024-12-310001676725idya:TwoThousandFifteenNineteenAndTwentyThreeEquityIncentivePlansMemberidya:ExerciseOfOutstandingOptionsMember2025-06-300001676725us-gaap:LeaseAgreementsMemberidya:SouthSanFranciscoCaliforniaMember2023-06-012023-06-300001676725us-gaap:ComputerEquipmentMember2024-12-310001676725idya:WernerHelicaseProgramMember2024-10-310001676725us-gaap:AdditionalPaidInCapitalMember2024-06-300001676725us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2024-12-310001676725idya:JiangsuHengruiPharmaceuticalsCoLtdMember2024-12-3100016767252024-01-012024-06-300001676725us-gaap:AdditionalPaidInCapitalMember2024-12-310001676725idya:TwoThousandTwentyThreeInducementPlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-01-012025-06-300001676725us-gaap:WarrantMember2025-06-3000016767252023-04-2700016767252025-01-012025-06-300001676725us-gaap:RetainedEarningsMember2025-04-012025-06-300001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001676725us-gaap:WarrantMember2024-09-300001676725us-gaap:LeaseholdImprovementsMember2025-01-012025-06-300001676725idya:AtTheMarketOfferingMember2025-04-012025-06-300001676725us-gaap:LicensingAgreementsMemberidya:CancerResearchTechnologyAndTheUniversityOfManchesterMember2022-01-012022-01-310001676725idya:TwoThousandTwentyThreeInducementPlanMember2025-01-012025-06-300001676725srt:MaximumMemberidya:BiocytogenPharmaceuticalsBeijingCoLtdMember2024-07-3100016767252024-01-012024-12-310001676725idya:TwoThousandFifteenAndNineteenEquityIncentivePlansAndTwoThousandTwentyThreeInducementPlanMember2025-06-300001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMembersrt:MaximumMember2025-06-300001676725us-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-3000016767252025-03-310001676725srt:MinimumMember2024-04-012024-06-300001676725idya:TwoThousandNineteenEmployeeStockPurchasedPlanMember2024-04-012024-06-300001676725us-gaap:CommonStockMemberidya:AtTheMarketOfferingMember2024-01-012024-06-300001676725us-gaap:RetainedEarningsMember2024-01-012024-06-300001676725idya:TwoThousandNineteenIncentiveAwardPlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-01-012025-06-300001676725srt:MinimumMember2025-01-012025-06-300001676725us-gaap:ResearchAndDevelopmentExpenseMember2024-04-012024-06-300001676725us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-06-300001676725idya:GlaxoSmithKlineMemberus-gaap:LicensingAgreementsMemberidya:GlaxoSmithKlineCollaborationAgreementMember2020-07-312020-07-310001676725us-gaap:RetainedEarningsMember2025-06-300001676725us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-06-300001676725us-gaap:CommonStockMember2024-12-310001676725us-gaap:RetainedEarningsMember2024-12-310001676725us-gaap:AdditionalPaidInCapitalMember2025-03-310001676725idya:DarovasertibMember2024-01-012024-06-3000016767252025-08-010001676725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001676725idya:PolymeraseThetaProgramMembersrt:MaximumMember2023-08-012023-08-310001676725idya:IDE397Member2025-04-012025-06-300001676725srt:MaximumMember2025-04-012025-06-300001676725us-gaap:LicensingAgreementsMembersrt:MaximumMemberidya:CancerResearchTechnologyAndTheUniversityOfManchesterMember2025-06-3000016767252024-06-30iso4217:USDxbrli:sharesxbrli:pureutr:sqftxbrli:sharesidya:Segmentiso4217:GBPidya:Voteiso4217:USDidya:Obligation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38915

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-4268251
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5000 Shoreline Court, Suite 300 South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

(650) 443-6209

(telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.0001 par value per share 

     IDYA

     Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2025, the registrant had 87,643,686 shares of common stock, $0.0001 par value per share, outstanding.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under the sections in this Quarterly Report on Form 10-Q entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. These forward-looking statements are subject to numerous risks, including, without limitation, the following:

•

the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical studies and clinical trials, including our darovasertib (PKC) Phase 2/3 clinical trials, IDE397 (MAT2A) Phase 1/2 clinical trials, IDE849 (DLL3) Phase 1 clinical trial, IDE161 (PARG) Phase 1/2 clinical trial, IDE275 / GSK959 (Werner Helicase) Phase 1 clinical trial, IDE705 / GSK101 (Pol Theta Helicase) Phase 1 clinical trial, as well as the potential clinical utility and tolerability of our product candidates;

•

our clinical and regulatory development plans;

•

the scope, progress, results and costs related to the research and development of our precision medicine target and biomarker discovery platform, including costs related to the development of our proprietary libraries and database of tumor genetic information and specific cancer-target dependency networks;

•

our expectations about the impact of macroeconomic developments, such as health epidemics or pandemics, macro-economic uncertainties, social unrest, geopolitical hostilities, natural disasters or other catastrophic events, on our business, and operations, including clinical trials, manufacturing suppliers and collaborators, and on our results of operations and financial condition;

•

the availability of companion diagnostics for biomarkers associated with our product candidates and any future product candidates, or the cost of coordinating and/or collaborating with certain diagnostic companies for the manufacture and supply of companion diagnostics;

•

the timing of and costs involved in obtaining and maintaining regulatory approval (or certification in certain foreign jurisdictions) for any current or future product candidates and companion diagnostics, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;

•

our expectations regarding the potential market size and size of the potential patient populations for darovasertib, IDE397, IDE849, IDE161, IDE275 / GSK959, IDE705 / GSK101, our other product candidates and any future product candidates, if approved for commercial use;

•

the timing and amount of any option exercised, milestone, royalty or other payments we may or may not receive pursuant to any current or future collaboration or license agreement, including under the Collaboration, Option and License Agreement with an affiliate of GSK plc, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED, or GSK;

•

our ability to maintain existing, and establish new, strategic collaborations, licensing or other arrangements and the financial terms of any such agreements, including our Collaboration, Option and License Agreement with GSK, our Clinical Study Collaboration and Supply Agreement with Gilead Sciences, Inc., our Clinical Trial Collaboration and Supply Agreement with MSD International Business GmbH, our Clinical Trial Collaboration and Supply Agreements with Pfizer Inc., our Clinical Trial Collaboration and Supply Agreement with Amgen Inc., our License Agreement with Novartis, our Option and License Agreement with Cancer Research Technologies Ltd. and the University of Manchester, our Option and License Agreement with Biocytogen Pharmaceuticals (Beijing) Co., Ltd and our License Agreement with Jiangsu Hengrui Pharmaceuticals Co., Ltd.;

•

the timing of commencement of future nonclinical studies and clinical trials and research and development programs;

•

our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;

•

our intentions and our ability to establish collaborations and/or partnerships;

•

the timing or likelihood of regulatory filings and approvals for our product candidates;

•

our commercialization, marketing and manufacturing capabilities and expectations;

•

our intentions with respect to the commercialization of our product candidates;

•

the pricing and reimbursement of our product candidates, if approved;

•

the implementation of our business model and strategic plans for our business, product candidates and technology platforms, including additional indications for which we may pursue;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, including the projected terms of patent protection;

•

our potential involvement in lawsuits in connection with enforcing our intellectual property rights;

•

our potential involvement in third party interference, opposition, derivation or similar proceedings with respect to our patent rights and other challenges to our patent rights and patent infringement claims;

•

estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;

•

our future financial performance; and

•

developments and projections relating to our competitors and our industry, including competing therapies and procedures, as well as the competitive position of our product candidates.

Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not occur or be achieved, and actual results could differ materially from those projected in the forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

IDEAYA Biosciences, Inc.

Form 10-Q for Quarterly Period Ended June 30, 2025

Table of Contents


PART I—FINANCIAL INFORMATION	4
Item 1. Financial Statements (Unaudited)	4
Condensed Balance Sheets	4
Condensed Statements of Operations and Comprehensive Loss	5
Condensed Statements of Stockholders’ Equity	6
Condensed Statements of Cash Flows	8
Notes to Condensed Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
Item 4. Controls and Procedures	37
PART II—OTHER INFORMATION	38
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults Upon Senior Securities	39
Item 4. Mine Safety Disclosures	39
Item 5. Other information	39
Item 6. Exhibits	40
SIGNATURES	42

PART I—FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

IDEAYA Biosciences, Inc.

Condensed Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)


	June 30,			December 31,
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	114,645		$	84,378
Short-term marketable securities		555,093			591,941
Prepaid expenses and other current assets		15,864			13,394
Total current assets		685,602			689,713
Restricted cash		805			805
Long-term marketable securities		322,131			405,832
Property and equipment, net		8,819			8,966
Right-of-use assets		23,913			18,775
Total assets	$	1,041,270		$	1,124,091
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	17,270		$	15,421
Accrued liabilities		37,750			30,352
Operating lease liabilities, current		318			298
Total current liabilities		55,338			46,071
Long-term operating lease liabilities		26,279			18,873
Total liabilities		81,617			64,944
Commitments and contingencies (Note 6)
Stockholders’ equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024; no shares issued and outstanding as of June 30, 2025 and December 31, 2024		—			—
Common stock, $0.0001 par value, 300,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 87,641,776 and 86,503,509 shares issued and outstanding as of June 30, 2025 and December 31, 2024		9			9
Additional paid-in capital		1,730,633			1,681,167
Accumulated other comprehensive income		1,521			812
Accumulated deficit		(772,510	)		(622,841	)
Total stockholders’ equity		959,653			1,059,147
Total liabilities and stockholders’ equity	$	1,041,270		$	1,124,091

The accompanying notes are an integral part of these condensed financial statements.

IDEAYA Biosciences, Inc.

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Operating expenses
Research and development	$	74,226		$	54,533		$	145,112		$	97,338
General and administrative		14,580			10,394			28,083			18,606
Total operating expenses		88,806			64,927			173,195			115,944
Loss from operations		(88,806	)		(64,927	)		(173,195	)		(115,944	)
Other income
Interest income and other income, net		11,315			12,155			23,526			23,600
Net loss	$	(77,491	)	$	(52,772	)	$	(149,669	)	$	(92,344	)
Unrealized gains (losses) on marketable securities		(64	)		(493	)		709			(1,978	)
Comprehensive loss	$	(77,555	)	$	(53,265	)	$	(148,960	)	$	(94,322	)
Net loss per common share, basic and diluted	$	(0.88	)	$	(0.68	)	$	(1.69	)	$	(1.21	)
Weighted-average common shares outstanding, basic and diluted		88,472,197			77,962,730			88,414,586			76,535,607

The accompanying notes are an integral part of these condensed financial statements.

IDEAYA Biosciences, Inc.

Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)


								Accumulated
					Additional			Other						Total
	Common Stock				Paid-In			Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital			Income (Loss)			Deficit			Equity
Balances as of March 31, 2025		87,565,252	$	9	$	1,717,560		$	1,585		$	(695,019	)	$	1,024,135
Issuance of common stock related to at-the-market offering program, net of issuance costs		—		—		(25	)		—			—			(25	)
Issuance of common stock upon exercise of stock options		28,034		—		410			—			—			410
Employee stock purchase plan (ESPP) purchase		48,490		—		820			—			—			820
Stock-based compensation		—		—		11,868			—			—			11,868
Other comprehensive loss		—		—		—			(64	)		—			(64	)
Net loss		—		—		—			—			(77,491	)		(77,491	)
Balances as of June 30, 2025		87,641,776	$	9	$	1,730,633		$	1,521		$	(772,510	)	$	959,653

Balances as of March 31, 2024		74,764,628	$	7	$	1,324,163		$	(923	)	$	(387,936	)	$	935,311
Issuance of common stock related to at-the-market offering program, net of issuance costs		922,000		1		36,449			—			—			36,450
Issuance of common stock upon exercise of stock options		375,163		—		2,647			—			—			2,647
Employee stock purchase plan (ESPP) purchase		29,043		—		781			—			—			781
Stock-based compensation		—		—		9,734			—			—			9,734
Other comprehensive loss		—		—		—			(493	)		—			(493	)
Net loss		—		—		—			—			(52,772	)		(52,772	)
Balances as of June 30, 2024		76,090,834	$	8	$	1,373,774		$	(1,416	)	$	(440,708	)	$	931,658

The accompanying notes are an integral part of these condensed financial statements.

IDEAYA Biosciences, Inc.

Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)


							Accumulated
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balances as of December 31, 2024		86,503,509	$	9	$	1,681,167	$	812		$	(622,841	)	$	1,059,147
Issuance of common stock related to at-the-market offering program, net of issuance costs		984,000		—		24,997		—			—			24,997
Issuance of common stock upon exercise of stock options		105,777		—		1,544		—			—			1,544
Employee stock purchase plan (ESPP) purchase		48,490		—		820		—			—			820
Stock-based compensation		—		—		22,105		—			—			22,105
Other comprehensive income		—		—		—		709			—			709
Net loss		—		—		—		—			(149,669	)		(149,669	)
Balances as of June 30, 2025		87,641,776	$	9	$	1,730,633	$	1,521		$	(772,510	)	$	959,653

Balances as of December 31, 2023		65,039,369	$	7	$	968,885	$	562		$	(348,364	)	$	621,090
Issuance of common stock related to at-the-market offering program, net of issuance costs		10,182,382		1		379,954		—			—			379,955
Issuance of common stock upon exercise of stock options		840,040		—		8,108		—			—			8,108
Employee stock purchase plan (ESPP) purchase		29,043		—		781		—			—			781
Stock-based compensation		—		—		16,046		—			—			16,046
Other comprehensive loss		—		—		—		(1,978	)		—			(1,978	)
Net loss		—		—		—		—			(92,344	)		(92,344	)
Balances as of June 30, 2024		76,090,834	$	8	$	1,373,774	$	(1,416	)	$	(440,708	)	$	931,658

The accompanying notes are an integral part of these condensed financial statements.

IDEAYA Biosciences, Inc.

Condensed Statements of Cash Flows

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(149,669	)	$	(92,344	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1,318			1,238
Net accretion of discounts on marketable securities		(6,470	)		(12,954	)
Stock-based compensation		22,105			16,046
Amortization of right-of-use assets		1,048			941
Changes in assets and liabilities
Prepaid expenses and other assets		(2,470	)		(3,487	)
Accounts payable		2,364			9,243
Accrued and other liabilities		7,718			5,625
Lease liabilities		1,240			(1,003	)
Net cash used in operating activities		(122,816	)		(76,695	)
Cash flows from investing activities
Purchases of property and equipment, net		(1,993	)		(2,298	)
Purchases of marketable securities		(232,760	)		(640,544	)
Maturities of marketable securities		360,488			357,428
Net cash provided by (used in) investing activities		125,735			(285,414	)
Cash flows from financing activities
Proceeds from issuance of common stock related to at-the-market offering program, net of issuance costs		24,984			379,971
Proceeds from ESPP purchase		820			781
Proceeds from exercise of common stock options		1,544			7,542
Net cash provided by financing activities		27,348			388,294
Net increase in cash, cash equivalents and restricted cash		30,267			26,185
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, at beginning of period		85,183			157,775
Cash, cash equivalents and restricted cash, at end of period	$	115,450		$	183,960

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	114,645		$	183,049
Restricted cash		805			911
Cash, cash equivalents and restricted cash	$	115,450		$	183,960

Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	22

Supplemental non-cash investing and financing activities:
Right-of-use asset obtained in exchange for a new operating lease liability	$	6,186		$	—
Purchases of property and equipment in accounts payable and accrued liabilities		657			45
Unpaid at-the-market offering program costs	$	—		$	16

The accompanying notes are an integral part of these condensed financial statements.

IDEAYA Biosciences, Inc.

Notes to Condensed Financial Statements (Unaudited)

1. Organization

Description of the Business

IDEAYA Biosciences, Inc. (the “Company”) is a precision medicine oncology company committed to the discovery, development, and commercialization of transformative therapies to address unmet medical needs in cancer. The Company is headquartered in South San Francisco, California and was incorporated in the State of Delaware in June 2015.

Follow-On Offering

On July 11, 2024, the Company completed an underwritten public follow-on offering. The offering consisted of 8,355,714 shares of the Company's common stock, par value $0.0001 per share ("common stock"), at an offering price to the public of $35.00 per share, including 1,127,142 shares of common stock upon the exercise in full of the overallotment option by the underwriters, as well as pre-funded warrants to purchase 285,715 shares of common stock at a public offering price of $34.9999 per underlying share, in each case before underwriting discounts and commissions. Pursuant to the offering, the Company received aggregate gross proceeds of approximately $302.4 million, before deducting underwriting discounts and commissions and other offering expenses, resulting in net proceeds of approximately $283.8 million, after deducting underwriting discounts and commissions and other offering expenses.

At-the-Market Offering

On January 19, 2024, the Company entered into an Open Market Sales Agreement (the “January 2024 Sales Agreement”) with Jefferies relating to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of common stock having aggregate gross proceeds of up to $350.0 million through Jefferies as sales agent.

During the six months ended June 30, 2025, the Company sold an aggregate of 984,000 shares of its common stock for aggregate net proceeds of $25.0 million at a weighted average sales price of approximately $26.00 per share under the at-the-market offering program pursuant to the January 2024 Sales Agreement with Jefferies as sales agent. As of June 30, 2025, approximately $156.6 million of common stock remained available to be sold pursuant to the January 2024 Sales Agreement.

The Company may cancel its at-the-market offering program at any time upon written notice, pursuant to its terms.

Liquidity

The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $772.5 million as of June 30, 2025.

The Company has financed its operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK.

To date, none of the Company’s product candidates have been approved for sale, and the Company has not generated any revenue from commercial products since inception. Management expects operating losses to continue and increase for the foreseeable future, as the Company progresses clinical development activities for its lead product candidates. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the biotechnology industry as discussed under Risks and Uncertainties in Note 2. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

As of June 30, 2025, the Company had cash, cash equivalents and marketable securities of approximately $991.9 million. Management believes that the Company’s current cash, cash equivalents and marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these financial statements.

2. Summary of Significant Accounting Policies

Basis of Presentation

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 18, 2025.

Unaudited Condensed Financial Statements

The accompanying financial information for the three and six months ended June 30, 2025 and June 30, 2024 are unaudited. The unaudited condensed financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2025 and December 31, 2024, its results of operations for the three and six months ended June 30, 2025 and June 30, 2024 and cash flows for the six months ended June 30, 2025 and June 30, 2024. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other periods.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include useful lives of property and equipment, determination of the discount rate for operating leases, accruals for research and development activities, revenue recognition, stock-based compensation and income taxes. On an ongoing basis, management reviews these estimates and assumptions. Changes in facts and circumstances may alter such estimates and actual results could differ from those estimates.

Risks and Uncertainties

The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturers, contract research organizations and collaboration partners, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials and collaboration activities; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable.

If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and marketable securities. Substantially all the Company’s cash, cash equivalents and marketable securities are held by three financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits.

The Company’s investment policy addresses credit ratings, diversification, and maturity dates.

The Company invests its cash equivalents and marketable securities in money market funds, U.S. government securities, commercial paper, and corporate bonds. The Company limits its credit risk associated with cash equivalents and marketable securities by placing them with banks and institutions it believes are creditworthy and in highly rated investments and, by policy, limits the amount of credit exposure with any one commercial issuer. The Company has not experienced any credit losses on its deposits of cash, cash equivalents or marketable securities.

Summary of Significant Accounting Policies

There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2025.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below.

New Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. These amendments enhance interim disclosure requirements, require disclosure of the title and position of the chief operating decision maker (“CODM”), require disclosure of significant segment expenses that are regularly provided to the CODM, clarify circumstances for disclosure of more than one segment profit or loss measure and require that a public entity that has a single reportable segment provide all disclosures required by ASC 280 and amendments. This ASU update is effective for fiscal years beginning after December 15, 2023 for the Company’s annual report, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for the annual report for the fiscal year beginning January 1, 2024 and for the quarterly report for the period beginning January 1, 2025. The adoption of this ASU resulted in additional disclosures in Note 13. Segment Information.

New Accounting Pronouncements, Not yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements related to variety of FASB Accounting Standard Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company is currently evaluating the effect of adopting this ASU.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard “for annual financial statements that have not yet been issued or made available for issuance.” Adoption is either prospectively or retrospectively; the Company will adopt this ASU on a prospective basis. This ASU will likely result in additional disclosures.

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU's amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. This ASU will likely result in additional disclosures.

In January 2025, the FASB issued ASU 2025-01 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendments in this ASU clarify that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. This ASU will likely result in additional disclosures.

3. Fair Value Measurement and Marketable Securities

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in its assessment of fair value.

As of June 30, 2025, financial assets measured and recognized at fair value are as follows (in thousands):


		June 30, 2025
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Assets
U.S. government securities	Level 2	$	510,168	$	966	$	(77	)	$	511,057
Corporate bonds	Level 2		347,586		700		(59	)		348,227
Commercial paper	Level 2		37,591		—		(9	)		37,582
Subtotal			895,345		1,666		(145	)		896,866
Money market funds	Level 1		76,261		—		—			76,261
Cash			18,742		—		—			18,742
Total fair value of assets		$	990,348	$	1,666	$	(145	)	$	991,869
Included in cash and cash equivalents(1)			114,648		—		(3	)		114,645
Included in marketable securities, current(2)			554,405		778		(90	)		555,093
Included in marketable securities, non-current(3)			321,295		888		(52	)		322,131
Total fair value of assets		$	990,348	$	1,666	$	(145	)	$	991,869

(1) $19.6 million of commercial paper was included in cash and cash equivalents on the condensed balance sheet due to securities with

purchase dates within 90 days of maturity dates.

(2) The Company’s short-term marketable securities mature in one year or less.

(3) The Company’s long-term marketable securities mature between one and three years.

As of December 31, 2024, financial assets measured and recognized at fair value are as follows (in thousands):


		December 31, 2024
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Assets
U.S. government securities	Level 2	$	552,008	$	1,214	$	(353	)	$	552,869
Corporate bonds	Level 2		363,197		357		(419	)		363,135
Commercial paper	Level 2		89,109		21		(8	)		89,122
Subtotal			1,004,314		1,592		(780	)		1,005,126
Money market funds	Level 1		57,626		—		—			57,626
Cash			19,399		—		—			19,399
Total fair value of assets		$	1,081,339	$	1,592	$	(780	)	$	1,082,151
Included in cash and cash equivalents(1)			84,379		—		(1	)		84,378
Included in marketable securities, current(2)			591,089		928		(76	)		591,941
Included in marketable securities, non-current(3)			405,871		664		(703	)		405,832
Total fair value of assets		$	1,081,339	$	1,592	$	(780	)	$	1,082,151

(1) $7.4 million of commercial paper was included in cash and cash equivalents on the condensed balance sheet due to securities with As of June 30, 2025 and December 31, 2024, all marketable securities had a remaining maturity of less than three years.

purchase dates within 90 days of maturity dates.

(2) The Company’s short-term marketable securities mature in one year or less.

(3) The Company’s long-term marketable securities mature between one and three years.

There were no financial liabilities measured and recognized at fair value as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, certain securities were held in an unrealized loss position. Based on review of the portfolio of marketable securities and the creditworthiness of the underlying issuer, the Company determined that the decline in fair value below cost did not result from credit-related factors. Additionally, the Company does not intend to sell these securities, nor will it be required to sell before recovery of the amortized cost basis at maturity. As a result, no credit-related losses have been recognized for any of the periods presented.

4. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	Useful Life	June 30,			December 31,
	(In Years)	2025			2024
Laboratory equipment	5	$	14,637		$	13,513
Computer equipment	3		503			503
Software	3		231			231
Leasehold improvements	Shorter of useful life or lease term		4,938			4,913
Furniture and fixtures	5		1,517			1,517
Total property and equipment			21,826			20,677
Less: Accumulated depreciation and amortization			(13,007	)		(11,711	)
Property and equipment, net		$	8,819		$	8,966

Depreciation and amortization expense was $0.7 million and $0.6 million for the three months ended June 30, 2025 and June 30, 2024, respectively. Depreciation and amortization expense was $1.3 million and $1.2 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2025		2024
Accrued research and development expenses	$	28,116	$	19,956
Accrued salaries and benefits		6,860		8,233
Legal and professional fees		2,146		1,213
Other		628		950
Accrued liabilities	$	37,750	$	30,352

5. Operating Leases

In June 2023, the Company entered into a lease agreement for approximately 44,000 square feet of laboratory and office facilities at 5000 Shoreline Court, South San Francisco, California. The lease term is 120 months, and the Company has an option to extend the lease term for a total of two consecutive five-year periods. This lease agreement commenced in August 2024.

In May 2024, the Company amended its 5000 Shoreline Court facility lease agreement to expand the size of the original premises by adding approximately 11,321 rentable square feet of additional space. The amendment to the lease term commenced in January 2025.

The Company's lease at 7000 Shoreline Court, South San Francisco, California, expired in September 2024.

In November 2023, the Company entered into a lease agreement for approximately 5,700 square feet of space at 11710 El Camino Real, San Diego, California for corporate office space. The lease commenced in December 2023 and expires in March 2028. The Company has an option to renew the lease for three years.

Future minimum lease payments under operating leases included on the Company's condensed balance sheet are as follows:


As of June 30, 2025	Operating Leases
2025	$	193
2026		1,944
2027		5,379
2028		5,248
2029		5,323
Thereafter		28,465
Total future minimum lease payments		46,552
Less: imputed interest		(19,955	)
Total operating lease liabilities	$	26,597

The following table summarizes other information about the Company’s operating leases:


	As of
	June 30, 2025	December 31, 2024
Remaining Lease Term	9.1	9.4
Discount Rate	11.5%	12.6%

Operating lease costs were $1.2 million and $0.5 million for the three months ended June 30, 2025 and June 30, 2024, respectively. Operating lease costs were $2.5 million and $1.0 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Variable lease costs were $0.6 million and $0.4 million for the three months ended June 30, 2025 and June 30, 2024, respectively. Variable lease costs were $1.2 million and $0.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively. Variable lease costs represent additional costs incurred, related to administration, maintenance and property tax costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage.

During the six months ended June 30, 2025 and June 30, 2024, cash paid for amounts included in the measurement of lease liabilities were $0.2 million and $1.1 million, respectively.

6. Commitments and Contingencies

Contingencies

From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. The Company accrues for these matters when it is probable that future expenditures will be made and these expenditures can be reasonably estimated. As of June 30, 2025, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business with vendors, clinical trial sites and other parties. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, the Company has not recorded a liability related to such indemnification agreements as of June 30, 2025.

7. Income Taxes

For the three and six months ended June 30, 2025 and June 30, 2024, the Company did not record a federal or state income tax provision due to its recurring net losses. In addition, the Company has taken a full valuation allowance against its net deferred tax assets as the Company believes it is not more likely than not that the benefit will be realized.

The Company was under audit in California for the 2020–2021 tax years, and the audit was concluded with no proposed adjustments as of the quarter ended June 30, 2025.

In July 2025, Congress passed and the President signed into law H.R. 1, the One Big Beautiful Bill Act ("Tax Act") which addresses certain business tax provisions enacted as a part of the 2017 Tax Cuts and Jobs Act including restoration of 100% bonus depreciation under Section 168(k) and Section 174 expensing for US-based research. Accounting Standards Codification Topic 740, Income Taxes, (“Topic 740”) requires the tax impacts to be included in the reporting period that includes the date the Tax Act was signed into law. As the Tax Act was enacted in the third quarter of 2025, Management is currently evaluating the impact of the tax law changes but we do not expect there to be any material impact to the overall tax expense or effective tax rate for the year.

8. Common Stock

As of June 30, 2025 and December 31, 2024, the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common stock at a par value of $0.0001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors. As of June 30, 2025 and December 31, 2024, no dividends have been declared to date.

On July 11, 2024, the Company completed an underwritten public follow-on offering. The offering consisted of 8,355,714 shares of common stock at an offering price to the public of $35.00 per share, including 1,127,142 shares of common stock upon the exercise in full of the overallotment option by the underwriters, as well as pre-funded warrants to purchase 285,715 shares of common stock at a public offering price of $34.9999 per underlying share, in each case before underwriting discounts and commissions. Pursuant to the offering, the Company received aggregate gross proceeds of approximately $302.4 million, before deducting underwriting discounts and commissions and other offering expenses, resulting in net proceeds of approximately $283.8 million, after deducting underwriting discounts and commissions and other offering expenses.

As of June 30, 2025, the following aggregate warrants to purchase shares of the Company’s common stock were issued and outstanding:


Issue Date	Expiration Date	Exercise Price per Share		Number of Shares subject to Outstanding Warrants
July 11, 2024	None	$	0.0001		285,715
October 27, 2023	None	$	0.0001		319,150
April 27, 2023	None	$	0.0001	270,270(1)

(1) In September 2024, 1,750,000 shares of common stock subject to outstanding pre-funded warrants were

cashless exercised and 1,749,993 shares of common stock were issued.

The warrants are classified as a component of Stockholders’ Equity within Additional Paid-in-Capital. The warrants

are classified as equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, are indexed to the Company’s common stock and meet the equity classification criteria. The warrants will not expire until they are fully exercised.

The Company had reserved common stock for future issuance as follows:


	June 30,	December 31,
	2025	2024
Exercise of outstanding options under the 2015, 2019 and 2023 Plans	11,255,169	7,737,595
Shares available for grant under the 2019 Plan	2,774,703	1,910,589
Shares available for grant under the 2023 Inducement Plan	1,566,267	593,592
Shares available under the Employee Stock Purchase Plan	2,727,556	1,911,011
Pre-funded warrants issued and outstanding	875,135	875,135
Total	19,198,830	13,027,922

9. Stock-Based Compensation

2023 Inducement Plan

On February 24, 2023, the Company adopted the IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan (the “2023 Inducement Plan”), pursuant to which the Company reserved 1,000,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2023 Inducement Plan was approved by the Company’s board of directors without stockholder approval in accordance with such rule. Options granted under the 2023 Inducement Plan have a term of 10 years and generally vest over a 4-year period with 1-year cliff vesting.

In June 2024, the Company amended the 2023 Employment Inducement Award Plan, increasing the number of shares available for issuance by 1,000,000.

In May 2025, the Company further amended the 2023 Employment Inducement Award Plan, increasing the number of shares available for issuance by 2,000,000.

As of June 30, 2025, the number of shares available for issuance under the 2023 Inducement Plan was 1,566,267.

2019 Incentive Award Plan

In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Incentive Award Plan (the “2019 Plan”), under which the Company may grant cash and equity-based incentive awards to the Company’s employees, consultants and directors. Following the effectiveness of the 2019 Plan, the Company will not make any further grants under the 2015 Equity Incentive Plan (the “2015 Plan”). However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that are forfeited or lapse unexercised and which following the effective date of the 2019 Plan are not issued under the 2015 Plan will be available for issuance under the 2019 Plan.

Options granted under the 2019 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, directors and consultants.

The 2019 Plan is subject to an annual increase on the first day of each year beginning in 2020 and ending in 2029, equal to the lesser of 4% of the shares outstanding on the last day of the immediately preceding fiscal year, and such smaller number of shares as determined by the Company’s board of directors. Options granted under the 2019 Plan have a term of 10 years (or five years if granted to a 10% stockholder) and generally vest over a 4-year period with 1-year cliff vesting.

As of June 30, 2025, the number of shares available for issuance under the 2019 Plan was 2,774,703.

2015 Equity Incentive Plan

In 2015, the Company established its 2015 Plan which provides for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2015 Plan may be either ISOs or NSOs.

2019 Employee Stock Purchase Plan

In May 2019, the Company’s board of directors adopted and the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions up to 15% of eligible compensation. The offering period is determined by the Company in its discretion but may not exceed 27 months. The per-share purchase price on the applicable exercise date for an offering period is equal to the lesser of 85% of the fair market value of the common stock at either the first business day or last business day of the offering period, provided that no more than 4,000 shares of common stock may be purchased by any one employee during each offering period.

The ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. A total of 195,000 shares of common stock were initially reserved for issuance under the ESPP, subject to an annual increase on January 1 of each year, beginning on January 1, 2020, equal to the lesser of 1% of the shares outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as may be determined by the Company’s board of directors, provided, however, that no more than 2,500,000 shares may be issued under the ESPP.

As of June 30, 2025, the number of shares available for issuance under the ESPP was 2,727,556. For the three months ended June 30, 2025 and June 30, 2024, the Company recorded $0.2 million and $0.1 million, respectively, of compensation expense related to employee participation in the ESPP. For the six months ended June 30, 2025 and June 30, 2024, the Company recorded $0.4 million and $0.3 million, respectively.

Stock-Based Compensation Expense

Total stock-based compensation expense recorded related to awards granted to employees and non-employees was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Research and development	$	7,131	$	5,900	$	13,152	$	9,683
General and administrative		4,737		3,834		8,953		6,363
Total stock-based compensation expense	$	11,868	$	9,734	$	22,105	$	16,046

Stock Options

Activity under the Company’s 2015 and 2019 Plans and 2023 Inducement Plan is set forth below:


	Outstanding Options
	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (Millions)
Balance, January 1, 2025		7,737,595		$	26.06		7.89	$	43.01
Options granted		3,836,758		$	20.30
Options exercised		(105,777	)	$	14.60
Options canceled		(178,812	)	$	27.31
Options expired		(34,595	)	$	28.95
Balance, June 30, 2025		11,255,169		$	24.18		8.24	$	29.29
Exercisable as of June 30, 2025		4,374,507		$	21.36		6.81	$	20.76
Vested and expected to vest as of June 30, 2025		11,255,169		$	24.18		8.24	$	29.29

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2025 and June 30, 2024 was $14.02 and $31.85 per share, respectively. The aggregate intrinsic value of options exercised for the six months ended June 30, 2025 and June 30, 2024 was $0.8 million and $27.0 million, respectively. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock on the date of exercise.

As of June 30, 2025 and December 31, 2024, total unrecognized stock-based compensation expense for stock options was $118.8 million and $90.2 million, respectively, which is expected to be recognized over a weighted-average period of 2.89 years and 2.63 years, respectively.

Black-Scholes Assumptions

The fair values of options were calculated using the assumptions set forth below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Expected term	5.5 years - 6.1 years	5.5 years - 6.1 years	5.5 years - 6.1 years	5.5 years - 6.1 years
Expected volatility	72.6% - 75.8%	78.8% - 79.8%	72.6% - 76.3%	78.8% - 81.3%
Risk-free interest rate	3.8% - 4.1%	4.3% - 4.7%	3.8% - 4.4%	4.0% - 4.7%
Dividend yield	0%	0%	0%	0%

Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding and is based on the options’ vesting terms and contractual terms.

Expected Volatility. The expected volatility is based on the Company’s historical stock price volatility. The historical stock price volatility is calculated based on a period of time commensurate with the expected term assumption for each grant.

Risk-Free Interest Rate. The risk-free rate assumption is based on U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

Expected Dividend Rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero.

The Company accounts for forfeitures as they occur.

Fair Value of Common Stock

The fair value of the Company’s common stock is determined based on the market price on the date of grant.

10. Significant Agreements

GSK Collaboration, Option and License Agreement

In June 2020, the Company entered into the Collaboration, Option and License Agreement (the “GSK Collaboration Agreement”), with an affiliate of GSK plc, GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED (“GSK”), pursuant to which the Company and GSK have entered into a collaboration for its synthetic lethality programs targeting MAT2A, Pol Theta and Werner Helicase (“Werner” or “WRN”).

Pursuant to the GSK Collaboration Agreement, GSK paid the Company $100.0 million on July 31, 2020. As of June 30, 2025, GSK has made aggregate payments in the amount of $20.0 million for the achievement of certain development and regulatory milestones with respect to Pol Theta and WRN products.

GSK Collaboration - Pol Theta Program

Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize Pol Theta products arising out of the Pol Theta program. The Company and GSK collaborated on preclinical research for the Pol Theta program, and GSK is leading clinical development of IDE705 (GSK101) for the Pol Theta program.

GSK is responsible for all research and development costs for the Pol Theta program.

The Company has the potential to achieve an additional $10.0 million development milestone upon initiation of Phase 1 clinical dose expansion, as well as potential further aggregate late-stage development and regulatory milestones of up to $465.0 million. Upon commercialization, the Company will be eligible to receive commercial milestones of up to $475.0 million, and tiered royalties on global net sales of GSK101 – ranging from high single-digit to sub-teen double-digit percentages, subject to certain customary reductions.

GSK Collaboration - Werner Helicase Program

Pursuant to the GSK Collaboration Agreement, GSK holds a global, exclusive license to develop and commercialize WRN products arising out of the WRN program. The Company and GSK collaborated on preclinical research for the WRN program, and GSK is sponsoring and leading clinical development of IDE275 (GSK959) for the WRN program, with the Company responsible for 20% and GSK responsible for 80% of such global research and development costs. The cost-sharing percentages will be adjusted based on the actual ratio of U.S. to global profits for WRN products, as measured three and six years after global commercial launch thereof.

The Company has the potential to earn up to an additional $10.0 million development milestone upon initiation of Phase 1 clinical dose expansion, as well as potential further aggregate late-stage development and regulatory milestones of up to $465.0 million.

Upon commercialization, the Company will be eligible to receive commercial milestones of up to $475.0 million, 50% of U.S. net profits and tiered royalties on global non-U.S. net sales of the Werner Helicase Inhibitor DC – ranging from high single-digit to sub-teen double-digit percentages, subject to certain customary reductions.

Novartis License Agreement

In September 2018, the Company entered into a License Agreement with Novartis to develop and commercialize Novartis’ LXS196 (also known as IDE196), a Phase 1 protein kinase C (“PKC”) inhibitor, for the treatment of cancers having GNAQ and GNA11 mutations. The Company renamed Novartis’ LXS196 oncology as IDE196, and which has a non-proprietary name of darovasertib. Under the license agreement, Novartis granted to the Company a worldwide, exclusive, sublicensable license to research, develop, manufacture, and commercialize certain defined compounds and products, including IDE196 and certain other PKC inhibitors, as well as companion diagnostic products, collectively referred to as the licensed products, for any purpose. The Company paid Novartis an upfront payment of $2.5 million and issued 263,615 shares of its Series B redeemable convertible preferred stock concurrently with the execution of the license agreement.

In March 2025, the FDA granted Breakthrough Therapy designation (“BTD”) for darovasertib, a potential first-in-class protein kinase C (“PKC”) inhibitor, for the neoadjuvant treatment of adult patients with primary uveal melanoma (“UM”) for whom enucleation has been recommended. Under the license agreement with Novartis, the Company paid Novartis a $1.0 million milestone payment in April 2025.

Subject to completion of certain clinical and regulatory development milestones, the Company agreed to make additional milestone payments in the aggregate of up to $8.0 million, and subject to achievement of certain commercial sales milestones, the Company agreed to make milestone payments in the aggregate of up to $20.0 million.

The Company also agreed to pay mid to high single-digit tiered royalty payments based on annual worldwide net sales of licensed products, payable on a licensed product-by-licensed product and country by country basis until the latest of the expiration of the last to expire exclusively licensed patent, the expiration of regulatory exclusivity, and the ten year anniversary of the first commercial sale of such product in such country. The royalty payments are subject to reductions for lack of patent coverage, loss of market exclusivity, and payment obligations for third-party licenses.

The Company owns or controls all commercial rights in its darovasertib program in UM, including in MUM and in primary UM, subject to certain economic obligations pursuant to its exclusive, worldwide license to darovasertib with Novartis.

Pfizer Clinical Trial Collaboration and Supply Agreements

In March 2020, the Company entered into a Clinical Trial Collaboration and Supply Agreement with Pfizer, Inc. (as amended in September 2020, April 2021, September 2021 and May 2023, the “Pfizer Agreement”). Pursuant to the Pfizer Agreement, Pfizer supplies the Company with their MEK inhibitor, binimetinib, and their cMET inhibitor, crizotinib, to evaluate combinations of darovasertib independently with each of the Pfizer compounds, in patients with tumors harboring activating GNAQ or GNA11 mutations. Under the Pfizer Agreement, the Company is the sponsor of the combination studies and will provide darovasertib and pay for the costs of the combination studies. Pfizer will provide binimetinib and crizotinib for use in the clinical trial at no cost to the Company. The Pfizer Agreement provides that the Company and Pfizer will jointly own clinical data generated from the clinical trial and will also jointly own inventions, if any, relating to the combined use of darovasertib and binimetinib, or independently, to the combined use of darovasertib and crizotinib. The Company and Pfizer have formed a joint development committee responsible for coordinating all regulatory and other activities under the agreement.

In March 2022, the Company and Pfizer entered into a Second Clinical Trial Collaboration and Supply Agreement, as amended in May 2023 (the “Second Pfizer Agreement”), pursuant to which the Company is evaluating darovasertib and crizotinib as a combination therapy in MUM in a planned Phase 2/3 potential registration-enabling clinical trial. Pursuant to the Second Pfizer Agreement, the Company is the sponsor of the combination trial and the Company will provide darovasertib and pay for the costs of the combination trial, and Pfizer will provide crizotinib for the planned combination trial at no cost to the Company for up to an agreed-upon number of MUM patients. The Company and Pfizer will jointly own clinical data from the planned combination trial and all inventions relating to the combined use of darovasertib and crizotinib. The Company and Pfizer have formed a joint development committee responsible for coordinating all regulatory and other activities under the Second Pfizer Agreement.

Separately, in March 2022, the Company and Pfizer also entered into a Third Clinical Trial Collaboration and Supply Agreement (the “Third Pfizer Agreement”), pursuant to which the Company could, subject to preclinical validation and FDA feedback and guidance, evaluate darovasertib and crizotinib, as a combination therapy in cMET-driven tumors such as NSCLC and/or HCC in a Phase 1 clinical trial. Pursuant to the Third Pfizer Agreement, the Company was the sponsor of the planned combination trial, and the Company would provide darovasertib and pay for the costs of the combination trial. Pfizer would provide crizotinib for the planned combination trial at no cost to the Company. Pursuant to Amendment No. 1 to the Second Pfizer Agreement, as described below, the Company and Pfizer terminated the Third Pfizer Agreement.

In May 2023, the Company continued its relationship with Pfizer by entering into Amendment No. 4 to the Pfizer Agreement relating to the supply of crizotinib in support of this Phase 2 clinical trial, pursuant to which Pfizer will continue to provide the Company with an additional defined quantity of crizotinib at no cost.

Also, in May 2023, the Company expanded its relationship with Pfizer to support the Phase 2/3 registrational trial to evaluate darovasertib and crizotinib as a combination therapy in MUM by entering into Amendment No. 1 to the Second Pfizer Agreement. Under Amendment No. 1 to the Second Pfizer Agreement, Pfizer will provide the Company with a first defined quantity of crizotinib at no cost, as well as an additional second defined quantity of crizotinib at a lump-sum cost. The Third Pfizer Agreement was terminated by the Company and Pfizer under Amendment No. 1 to the Second Pfizer Agreement.

In December 2024, the Company entered into Amendment No. 5 to the Pfizer Agreement for the supply of crizotinib in the Phase 1/2 clinical trial for Pfizer to provide us a defined quantity of crizotinib at defined costs.

Cancer Research UK and University of Manchester Exclusive Option and License Agreement

The Company entered into an exclusive license under the Evaluation, Option and License Agreement with Cancer Research Technologies Ltd., also known as Cancer Research United Kingdom Ltd. (“CRT”), and the University of Manchester, pursuant to which the Company holds an exclusive worldwide license rights covering a broad class of PARG inhibitors.

In January 2022, the Company exercised its option for an exclusive worldwide license covering a broad class of poly (ADP-ribose) glycohydrolase (“PARG”), inhibitors from CRT, and the University of Manchester, and in connection therewith, paid a one-time option exercise fee of £250,000.

In April 2023, the Company incurred an obligation to pay milestone payments in an aggregate amount of £750,000 to CRT based upon the achievement of certain milestones relating to first and second tumor histologies in connection with the Phase 1 portion of the IDE161-001 Phase 1/2 clinical trial in oncologic diseases.

The Company will be obligated to make additional payments to CRT aggregating up to £18.75 million upon the achievement of specific development and regulatory approval events for development of a PARG inhibitor in oncologic diseases, including an aggregate of up to £1.5 million and up to £2.25 million for the achievement of certain Phase 2 and Phase 3 development milestones, respectively, in each case as relating to first and second tumor histologies.

The Company will also pay low single-digit tiered royalties, and potentially also sales-based milestones, to CRT based on net sales of licensed products. In addition, in the event the Company sublicenses the intellectual property, it will also be obligated to pay CRT a specified percentage of any sublicense revenue.

Amgen Clinical Trial Collaboration and Supply Agreement

In July 2022, the Company entered into a clinical trial collaboration and supply agreement with Amgen Inc. (the “Amgen CTCSA”), to clinically evaluate IDE397 in combination with AMG 193, the Amgen investigational MTA-cooperative PRMT5 inhibitor, in patients having MTAP-null solid tumors, in a Phase 1/2 clinical trial. In February 2025, the Company and Amgen mutually agreed to wind down the IDE397 and AMG 193 clinical combination study and will not pursue dose expansion.

Gilead Clinical Study Collaboration and Supply Agreement

In November 2023, the Company entered into a Clinical Study Collaboration and Supply Agreement with Gilead Sciences, Inc. (“Gilead”), (the “Gilead CSCSA”), to clinically evaluate IDE397 in combination with Trodelvy (sacituzumab govitecan-hziy), a Trop-2 directed antibody drug conjugate (“ADC”), in patients having MTAP-deletion urothelial cancer (“UC”), in a Phase 1 clinical trial.

In February 2025, the Company expanded its clinical study collaboration and entered into an additional Clinical Study Collaboration and Supply Agreement with Gilead (the “Second Gilead CSCSA”), to evaluate the IDE397 and Trodelvy combination in MTAP-deletion NSCLC.

The Company is the study sponsor and Gilead will provide the supply of Trodelvy. Gilead will bear internal or external costs incurred in connection with its supply of Trodelvy. The Company will bear all internal and external costs and expenses associated with the conduct of the combination study. The Company and Gilead each retain commercial rights to its respective compounds, including with respect to use as a monotherapy agent or combination agent.

Merck Clinical Trial Collaboration and Supply Agreement

In March 2024, the Company entered into a Clinical Trial Collaboration and Supply Agreement (“Merck CTCSA”), with Merck (known as MSD outside of the United States and Canada) to evaluate IDE161 in combination with Merck’s anti-PD-1 therapy, KEYTRUDA® (pembrolizumab), in patients with high microsatellite instability (“MSI-High”) and microsatellite stable (“MSS”) endometrial cancer. Pursuant to the Merck CTCSA, the Company is the sponsor of the combination study, and the Company will provide the IDE161 compound and pay for the costs of the combination study. Merck will provide KEYTRUDA at no cost to the Company. The Company and Merck will jointly own clinical data from the combination. Each party retains commercial rights to its respective compounds, including with respect to use as a monotherapy or combination agent.

KEYTRUDA®is a registered trademark of Merck Sharp & Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, NJ, USA.

Biocytogen Option and License Agreement

In July 2024, the Company entered into an Option and License Agreement (the “Biocytogen Option and License Agreement”), pursuant to which Biocytogen Pharmaceuticals (Beijing) Co., Ltd. (“Biocytogen”), granted us an option for an exclusive worldwide license from Biocytogen to develop and commercialize products in connection with a potential first-in-class B7H3/PTK7 topoisomerase-I-inhibitor-payload BsADC program (the “Option”). Under the terms of the Biocytogen Option and License Agreement, the Company paid Biocytogen an upfront fee and an exercise fee totaling $6.5 million upon exercise of the option. The Company is targeting an IND submission to the FDA in the second half of 2025 for IDE034, subject to satisfactory completion of ongoing preclinical and IND-enabling studies.

Biocytogen is eligible to receive additional development and regulatory milestone payments and commercial milestone payments, as well as low to mid single-digit royalties on net sales. Total potential milestone payments equal an aggregate of $400.0 million, including development and regulatory milestone payments of up to $100.0 million. The Company's royalty obligations continue with respect to each country and each product until the later of (i) the date on which such product is no longer covered by certain intellectual property rights in such country and (ii) the 10th anniversary of the first commercial sale of such product in such country.

Hengrui Pharma License Agreement

In December 2024, the Company entered into an exclusive License Agreement (the “Hengrui Pharma License Agreement”) with Jiangsu Hengrui Pharmaceuticals Co., Ltd. (“Hengrui Pharma”), pursuant to which Hengrui Pharma granted the Company an exclusive worldwide license outside of Greater China, for IDE849 (SHR-4849), a potential first-in-class Phase 1 DLL3 TOP1i ADC. In April 2025, the Company received U.S. IND clearance for the initiation of a Phase 1 clinical trial to evaluate IDE849 in solid tumors.

Under the terms of the Hengrui Pharma License Agreement, Hengrui Pharma is eligible to receive upfront and milestone payments totaling $1.045 billion, including a $75.0 million upfront fee, up to $200.0 million in development and regulatory milestone payments, plus commercial success-based milestones. Hengrui Pharma is also eligible to receive mid-single to low-double digit royalties on net sales outside of Greater China. The Company owns or controls all commercial rights outside of greater China for IDE849.

11. Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 for the GSK Collaboration Agreement (see Note 10. Significant Agreements).

Disaggregation of Revenue

The Company recognized no revenue for the three months ended June 30, 2025 and June 30, 2024 and no revenue for the six months ended June 30, 2025 and June 30, 2024.

The Company identified the following six performance obligations associated with the GSK Collaboration Agreement:

(i) Preclinical and Phase 1 Monotherapy clinical research and development services under the MAT2A program (“MAT2A R&D Services”)

(ii) Preclinical research services and the related license to IDEAYA-owned technology under the Pol Theta program (“Pol Theta R&D Services”)

(iii) Preclinical research services and the related license to IDEAYA-owned technology under the WRN program (“WRN R&D Services”)

(iv) Material right associated with the option to license IDEAYA-owned technology under the MAT2A program (“Option”)

(v) Material right associated with the option to license to IDEAYA-owned technology under the MAT2A program to the extent necessary for preclinical activities in preparation for the MAT2A Combination Trial (“Preclinical MAT2A License”)

(vi) Material right associated with the supply of MAT2A product for the MAT2A Combination Trial (“MAT2A Supply”)

The Company completed all performance obligations related to the upfront payment under the GSK Collaboration Agreement as of December 31, 2023. Since December 31, 2023, the Company has no accounts receivable and no contract liabilities related to the GSK Collaboration Agreement. Because the Company completed all performance obligations, future collaboration revenue recognized under the GSK Collaboration Agreement is only related to milestone payments as they are earned.

In August 2023, the Company earned a $7.0 million payment from GSK based on the acceptance of an IND for IDE705 (GSK101) by the FDA. An earlier $3.0 million preclinical development milestone payment from GSK was earned in August 2022 in connection with ongoing IND-enabling studies to support the evaluation of IDE705 (GSK101). The Company has the potential to achieve an additional $10.0 million development milestone upon initiation of Phase 1 clinical dose expansion, as well as potential further aggregate late-stage development and regulatory milestones of up to $465.0 million.

In October 2024, the Company earned a $7.0 million milestone payment from GSK based on the acceptance of an IND for IDE275 (GSK959) by the FDA. An earlier $3.0 million preclinical development milestone payment from GSK was earned in October 2023 in connection with IND-enabling studies to support the evaluation of IDE275 (GSK959). The Company has the potential to earn up to an additional $10.0 million development milestone upon initiation of Phase 1 clinical dose expansion, as well as potential further aggregate late-stage development and regulatory milestones of up to $465.0 million.

Significant Judgments

In applying ASC 606 to the GSK Collaboration Agreement, the Company made the following judgment that significantly affect the timing and amount of revenue recognition:

(i) Determination of the transaction price, including whether any variable consideration is included at inception of the contract

The transaction price is the amount of consideration that the Company expects to be entitled to in exchange for transferring promised goods or services to the customer. The transaction price must be determined at inception of a contract and may include amounts of variable consideration. However, there is a constraint on inclusion of variable consideration in the transaction price if there is uncertainty at inception of the contract as to whether such consideration will be recognized in the future.

The decision as to whether or not it is probable that a significant reversal of revenue will occur in the future, depends on the likelihood and magnitude of the reversal and is highly susceptible to factors outside the Company’s influence (for example, the Company cannot determine the outcome of clinical trials; the Company cannot determine if or when the counterparty will initiate or complete clinical trials; and the Company cannot determine if or when an regulatory agency provides any approval). In addition, the uncertainty is not expected to be resolved for a long period and finally, the Company has limited experience in the field. Therefore, at inception of the GSK Collaboration Agreement, development and regulatory milestones were fully constrained and were not included in the transaction price based on the factors noted above.

The Company constrains estimates of other variable consideration, such as reimbursable program costs, to amounts that are not expected to result in a significant revenue reversal in the future. The Company re-evaluates the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

12. Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Numerator:
Net loss attributable to common stockholders	$	(77,491	)	$	(52,772	)	$	(149,669	)	$	(92,344	)
Denominator:
Weighted-average common shares outstanding, basic and diluted(1)		88,472,197			77,962,730			88,414,586			76,535,607
Net loss per share attributable to common stockholders, basic and diluted	$	(0.88	)	$	(0.68	)	$	(1.69	)	$	(1.21	)

(1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the

calculation of the weighted-average number of shares outstanding, basic and diluted, for the three and six months ended June 30, The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:

2025.


	As of June 30,
	2025	2024
Options to purchase common stock	11,255,169	7,834,639
Total	11,255,169	7,834,639

13. Segment Information

The Company operates and manages its business as one operating and reportable segment, which is the business of research and development for oncology-focused precision medicine. The Company’s chief operating decision maker (“CODM”) is its President and CEO. The Company’s measure of segment profit or loss is net income. For purposes of evaluating performance and allocating resources, the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company’s forecast. All of the Company's long-lived assets are located in the United States.

In addition to the significant expense categories included within net income presented on the Company's condensed statements of operations and comprehensive loss, see below for disaggregated research and development expenses:


	Three Months Ended
	June 30, 2025		June 30, 2024
External clinical development expenses(1):
Darovasertib	$	25,091	$	14,895
IDE397(2)		3,790		4,064
IDE161		1,568		2,059
Personnel related and stock-based compensation		17,201		14,534
Other research and development expenses(3)		26,576		18,981
Total research and development expenses	$	74,226	$	54,533


	Six Months Ended
	June 30, 2025		June 30, 2024
External clinical development expenses(1):
Darovasertib	$	48,109	$	25,764
IDE397(2)		7,531		6,991
IDE161		4,016		4,754
Personnel related and stock-based compensation		33,015		26,789
Other research and development expenses(3)		52,441		33,040
Total research and development expenses	$	145,112	$	97,338

(1) External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services

provided by external consultants, CMOs (“Contract Manufacturing Organizations”) and CROs (“Contract Research

Organizations”).

(2) IDE397 includes costs from the Amgen CTCSA.

(3) Other research and development expenses include manufacturing and clinical trial costs for preclinical and earlier clinical stage

programs. These expenses are primarily for services provided by external consultants, CMOs and CROs.

14. Subsequent Events

The Company evaluated all subsequent events from June 30, 2025 through the filing date of this Quarterly Report on Form 10-Q and determined there were no significant events that required recognition or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described, in or implied, by these forward-looking statements. Please also see the section of this Quarterly Report on Form 10-Q titled “Note Regarding Forward-Looking Statements.”

Overview

We are a precision medicine oncology company committed to the discovery, development, and commercialization of transformative therapies for cancer. Our approach integrates expertise in small-molecule drug discovery, structural biology and bioinformatics with robust internal capabilities in identifying and validating translational biomarkers to develop tailored, potentially first-in-class targeted therapies aligned to the genetic drivers of disease. We have built a deep pipeline of product candidates focused on synthetic lethality and antibody-drug conjugates, or ADCs, for molecularly defined solid tumor indications. Our clinical development strategy is to evaluate our product candidates in rational combinations, where appropriate, and earlier in the course of disease in the adjuvant and neoadjuvant settings which we believe has the potential to maximize their impact. Our mission is to bring forth the next wave of precision oncology therapies that are more selective, more effective, and deeply personalized with the goal of altering the course of disease and improving clinical outcomes for patients with cancer.

Our clinical pipeline currently consists of six potential first-in-class product candidates, as follows:

•

Darovasertib, a small molecule inhibitor of protein kinase C, or PKC, is our most advanced program in development for uveal melanoma, or UM, an aggressive form of ocular cancer. We expect to report data from two clinical trials evaluating the combination of darovasertib and crizotinib in patients with metastatic UM, including median progression free survival, or PFS, data from our potentially registrational-enabling Phase 2/3 trial in human leukocyte antigen-A*02:01 negative, or HLA-A2(-), patients with 1L metastatic UM by the end of 2025, and median overall survival, or OS, data from our ongoing single-arm Phase 2 trial in HLA-A2(-) and HLA-A2(+) patients in 1L metastatic UM at a medical conference in the fourth quarter of 2025. We are also evaluating neoadjuvant darovasertib in primary UM, where the goal of treatment is to prevent enucleation (surgical eye removal), preserve vision prior to and post-plaque brachytherapy, and potentially slow disease progression and metastasis. We expect to report initial safety and visual benefit data from our Phase 2 clinical trial from over 20 patients in the plaque brachytherapy-eligible cohort at the Company’s R&D Day on September 8th, followed by updated data from over 90 patients in both the enucleation-eligible and plaque brachytherapy-eligible cohorts at the European Society for Medical Oncology (ESMO) Conference taking place from October 17 to October 21, 2025 in Berlin, Germany. Following a successful Type D meeting with the U.S. Food and Drug Administration (FDA), we initiated a Phase 3 registration-enabling trial of darovasertib in the neoadjuvant setting for primary UM, referred to as OptimUM-10, in the third quarter of 2025. The trial will enroll a total of approximately 520 patients in two cohorts of plaque brachytherapy-eligible and enucleation-eligible patients.

•

IDE397, a small molecule inhibitor of methionine adenosyltransferase 2a, or MAT2A, which we are developing for patients with solid tumors with methylthioadenosine phosphorylase, or MTAP, gene deletion. We are conducting a Phase 1/2 clinical trial pursuant to a Clinical Study Collaboration and Supply Agreement, or CSCSA, with Gilead to evaluate IDE397 in combination with Trodelvy (sacituzumab govitecan-hziy), Gilead’s Trop-2 directed antibody drug conjugate, or ADC, in patients with MTAP-deletion urothelial cancer, or UC, and non-small cell lung cancer, or NSCLC. We plan to present initial data from the combination in MTAP-deletion UC patients at the Company’s R&D Day on September 8th, with additional data at a medical conference in the first half of 2026.

•

IDE849, a potential first-in-class DLL3 TOP1i ADC, is being evaluated by our partner, Hengrui Pharma, in a multi-site, open label Phase 1 clinical trial in China in small-cell lung cancer, or SCLC, patients. Clinical efficacy and safety data from over 70 patients will be presented by Hengrui at the International Association for the Study of Lung Cancer (“IASLC”) 2025 World Conference on Lung Cancer taking place from September 6 to September 9, 2025 in Barcelona, Spain. We initiated a Phase 1 trial of IDE849 in SCLC in the U.S. in May 2025, and expect to begin dosing patients in NETs and other DLL3 expressing tumors by year-end 2025.

•

IDE161, a potential first-in-class small molecule poly-(ADP-ribose) glycohydrolase, or PARG, inhibitor is continuing with Phase 1 dose optimization to inform future combination studies with IDE849 and other TOP1i-based ADCs where PARG inhibition may synergize with the payload to deepen responses. We plan to initiate a Phase 1 combination trial of IDE849 and IDE161 by the end of 2025. We will also have a poster presentation at the IASLC 2025 World Conference on Lung Cancer, providing combination mechanism and pre-clinical synergy data between TOP1-payload based ADCs and IDE161.

•

IDE275/GSK959, a potential first-in-class small molecule inhibitor of Werner Helicase, is being developed in collaboration with GlaxoSmithKline, or GSK. A Phase 1 clinical trial in patients with MSI-High solid tumors is ongoing.

•

IDE705/GSK101, a potential first-in-class small molecule inhibitor of DNA Polymerase Theta Helicase, or Pol Theta, is being developed in collaboration with GSK. A Phase 1 clinical trial in combination with niraparib, GSK’s small molecule inhibitor of PARP, is ongoing in patients with BRCA+ or other HRD-positive tumors. We are targeting Phase 2 expansion in HRD-positive solid tumors, which would trigger a $10 million milestone payment from GSK.

We are also advancing three pre-clinical development programs towards the submission of investigational new drug, or IND, applications:

•

IDE892, a potential best-in-class MTA-cooperative PRMT5 inhibitor, in mid-year 2025;

•

IDE034, a potential first-in-class B7H3/PTK7 bispecific TOP1i ADC, in the fourth quarter of 2025; and

•

IDE574, a potential first-in-class KAT6/7 dual inhibitor, in the fourth quarter of 2025.

Since our inception, we have invested significantly in capabilities for identifying and validating new precision medicine targets and biomarkers for patient selection and have established multiple research collaborations to support our internal discovery and development efforts. We have also partnered with leading pharmaceutical companies, including GSK, Pfizer and Gilead to support clinical development activities for our pipeline programs.

Corporate Update

We do not have any products approved for sale and have not generated any product revenue since inception. We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK. As of June 30, 2025, we had cash, cash equivalents and marketable securities of approximately $991.9 million, consisting primarily of money market funds, U.S. government securities, commercial paper and corporate bonds.

Since our inception in June 2015, we have devoted substantially all of our resources to discovering and developing our product candidates. We have incurred significant operating losses to date and expect that our operating expenses will increase significantly as we advance our product candidates through preclinical and clinical development; seek regulatory approval, and prepare for, and, if approved, proceed to commercialization; acquire, discover, validate and develop additional product candidates; obtain, maintain, protect and enforce our intellectual property portfolio; and hire additional personnel. For information about our specific program costs and expenses, see Note 10. Significant Agreements.

Our net losses were $149.7 million and $92.3 million for the six months ended June 30, 2025 and June 30, 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $772.5 million.

Our ability to generate product revenue will depend on the successful development, regulatory approval and eventual commercialization of one or more of our product candidates, ourselves, or for some programs, in collaboration with our strategic partners.

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of our product candidates.

As of June 30, 2025, we had cash, cash equivalents and short-term and long-term marketable securities of approximately $991.9 million.

We believe that our cash, cash equivalents, and short-term and long-term marketable securities will be sufficient to fund our planned operations for at least twelve months from the date of the issuance of our Quarterly Report on Form 10-Q filed August 5, 2025.

These funds will support our efforts through potential achievement of multiple preclinical and clinical milestones across multiple programs.

Components of Operating Results

Collaboration Revenues

To date, we have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales unless and until we are able to initiate a registrational clinical trial, obtain regulatory approval and commercialize one of our product candidates in the future. Our revenue consists exclusively of collaboration revenue under the GSK Collaboration Agreement, including amounts that are recognized related to previously received upfront payments and amounts due and payable to us for research and development services. The amount of revenue recognized related to the GSK Collaboration Agreement, including as related to the previously received upfront payment or to certain development milestone payments, may vary considerably by period and certain components thereof may generally decrease year-over-year as we satisfy remaining performance obligations, for example, relating to the Pol Theta and WRN R&D Services. Since December 31, 2023, we have fully recognized the contract liabilities related to the upfront payment and reimbursements for the research and development performance obligations under the GSK Collaboration Agreement. There are no remaining contract liabilities as of June 30, 2025 as we concluded all the research and development performance obligations under the GSK Collaboration Agreement. The future revenue recognition is contingent on additional milestones earned, profit sharing and royalties on any net product sales under our collaborations. We expect that any revenue we recognize or generate under the GSK Collaboration Agreement will fluctuate from period to period due to period to period variability in milestone payments and other payments.

Operating Expenses

Research and Development Expenses

Substantially all of our research and development expenses consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses include certain payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expenses for our research and product development employees, fees to third parties to conduct certain research and development activities on our behalf including fees to CMOs and CROs in support of manufacturing and clinical activity for darovasertib, IDE397, IDE849, IDE161, IDE275 / GSK959, IDE705 / GSK 101, and consulting costs, costs for laboratory supplies, costs for product licenses and allocated overhead, including rent, equipment, depreciation, information technology costs and utilities. We expense both internal and external research and development expenses as they are incurred.

We have entered into various agreements with CMOs and CROs. Our research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the condensed balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, we will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered.

Costs of certain activities, such as preclinical studies, are generally recognized based on an evaluation of the progress to completion of specific tasks. Nonrefundable payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses and other current assets on our condensed balance sheet. The capitalized amounts are recognized as expense as the goods are delivered or the related services are performed.

We do not allocate our internal costs by product candidate, including internal costs, such as payroll and other personnel expenses, laboratory supplies and allocated overhead. With respect to internal costs, several of our departments support multiple product candidate research and development programs, and therefore the costs cannot be allocated to a particular product candidate or development program.

The following table summarizes our external clinical development expenses by program:


	Three Months Ended
	June 30, 2025		March 31, 2025
External clinical development expenses(1):
Darovasertib	$	25,091	$	23,018
IDE397(2)		3,790		3,741
IDE161		1,568		2,448
Personnel related and stock-based compensation		17,201		15,814
Other research and development expenses(3)		26,576		25,865
Total research and development expenses	$	74,226	$	70,886


	Six Months Ended
	June 30, 2025		June 30, 2024
External clinical development expenses(1):
Darovasertib	$	48,109	$	25,764
IDE397(2)		7,531		6,991
IDE161		4,016		4,754
Personnel related and stock-based compensation		33,015		26,789
Other research and development expenses(3)		52,441		33,040
Total research and development expenses	$	145,112	$	97,338

(1)

External clinical development expenses include manufacturing and clinical trial costs. These expenses are primarily for services provided by external consultants, CMOs and CROs.

(2)

IDE397 includes costs from Amgen CTCSA.

(3)

Other research and development expenses include manufacturing and clinical trial costs for preclinical and earlier clinical stage programs. These expenses are primarily for services provided by external consultants, CMOs and CROs.

We are focusing substantially all of our resources on the development of our product candidates. We expect our research and development expenses to increase substantially during the next few years, as we seek to initiate and/or advance clinical trials for our product candidates, complete our clinical program, pursue regulatory approval of our product candidates and prepare for a possible commercial launch. Predicting the timing or the cost to complete our clinical program or validation of our commercial manufacturing and supply processes is difficult and delays may occur because of many factors, including factors outside of our control. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development. Furthermore, we are unable to predict when or if our product candidates will receive regulatory approval with any certainty.

General and Administrative Expenses

General and administrative expenses consist primarily of payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expense, professional fees for legal, patent, consulting, accounting and tax services, allocated overhead, including rent, equipment, depreciation, information technology costs and utilities, and other general operating expenses not otherwise classified as research and development expenses.

We anticipate that our general and administrative expenses will increase, as a result of increased personnel costs, including salaries, benefits and stock-based compensation expense, patent costs for our product candidates, expanded infrastructure and higher consulting, legal and accounting services associated with maintaining compliance with our Nasdaq stock exchange listing and requirements of the Securities and Exchange Commission, or the SEC, investor relations costs and director and officer insurance policy premiums associated with being a public company.

Other Income

Interest Income and Other Income, Net

Interest income and other income, net consists primarily of interest income earned on our cash, cash equivalents and marketable securities.

Results of Operations

A discussion regarding our financial condition and results of operations for the three months ended June 30, 2025 compared to the three months ended March 31, 2025 and six months ended June 30, 2025 compared to the six months ended June 30, 2024 is presented below.

Comparison of Three Months Ended June 30, 2025 and March 31, 2025

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


	Three Months Ended
	June 30, 2025			March 31, 2025			Change			% Change
Operating expenses:
Research and development	$	74,226		$	70,886		$	3,340			5	%
General and administrative		14,580			13,503			1,077			8	%
Loss from operations		(88,806	)		(84,389	)		(4,417	)		5	%
Interest income and other income, net		11,315			12,211			(896	)		(7	%)
Net loss	$	(77,491	)	$	(72,178	)	$	(5,313	)		7	%

Research and Development Expenses

Research and development expenses increased by $3.3 million, or 5%, during the three months ended June 30, 2025 compared to the three months ended March 31, 2025 primarily due to $1.5 million in personnel-related expenses and $1.8 million in fees paid to CROs, CMOs, and consultants related to the advancement of our lead product candidates through preclinical and clinical studies.

General and Administrative Expenses

General and administrative expenses increased by $1.1 million, or 8%, during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The increase in general and administrative expense was primarily due to $1.1 million in personnel-related expenses to support our growth.

Interest Income and Other Income, Net

Interest income decreased by $0.9 million, or 7%, during the three months ended June 30, 2025 compared to the three months ended March 31, 2025, primarily due to lower investment balances.

Comparison of Six Months Ended June 30, 2025 and June 30, 2024

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


	Six Months Ended
	June 30, 2025			June, 30, 2024			Change			% Change
Operating expenses:
Research and development	$	145,112		$	97,338		$	47,774			49	%
General and administrative		28,083			18,606			9,477			51	%
Loss from operations		(173,195	)		(115,944	)		(57,251	)		49	%
Interest income and other income, net		23,526			23,600			(74	)		(0	%)
Net loss	$	(149,669	)	$	(92,344	)	$	(57,325	)		62	%

Research and Development Expenses

Research and development expenses increased by $47.8 million, or 49%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to $37.4 million in fees paid to CROs, CMOs, and consultants related to the advancement of our lead product candidates through preclinical and clinical studies, $6.2 million in personnel-related expenses and $4.2 million in costs for laboratory supplies, facilities and information technology costs to support our research and development programs.

General and Administrative Expenses

General and administrative expenses increased by $9.5 million, or 51%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due $5.2 million in personnel-related expenses and $4.3 million in consulting services and legal patent expenses to support our growth.

Interest Income and Other Income, Net

Interest income decreased by $0.1 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to lower interest rates.

Liquidity and Capital Resources; Plan of Operations

Sources of Liquidity

We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received from GSK. As of June 30, 2025, we had cash, cash equivalents and marketable securities of approximately $991.9 million, consisting primarily of money market funds, U.S. government securities, commercial paper, and corporate bonds.

On January 19, 2024, we entered into a new Open Market Sales Agreement, or the January 2024 Sales Agreement, with Jefferies LLC, or Jefferies, relating to an at-the-market offering program under which we may offer and sell, from time to time at our sole discretion, shares of common stock, par value $0.0001 per share, or common stock, having aggregate gross proceeds of up to $350.0 million through Jefferies as sales agent.

During the six months ended June 30, 2025, we sold an aggregate of 984,000 shares of our common stock for an aggregate net proceeds of $25.0 million at a weighted average sales price of approximately $26.00 per share under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent. As of June 30, 2025, approximately $156.6 million of common stock remained available to be sold pursuant to the January 2024 Sales Agreement.

The Company may cancel its at-the-market program at any time upon written notice, pursuant to its terms.

Material Cash Requirements

We have incurred net losses since our inception. For the six months ended June 30, 2025 and June 30, 2024, we had net losses of $149.7 million and $92.3 million, respectively, and we expect to incur substantial additional losses in future periods. As of June 30, 2025, we had an accumulated deficit of $772.5 million. Based on our current business plan, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operations for at least the next 12 months from the issuance date of this Quarterly Report on Form 10-Q.

To date, we have not generated any product revenue. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if, it will occur. We expect to continue to incur significant losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for our product candidates, and begin to commercialize any approved products. We are subject to all of the risks typically related to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Moreover, we expect to incur additional costs associated with operating as a public company.

We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future. We may seek to raise capital through private or public equity or debt financings, collaboration or other arrangements with corporate sources, or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategies. We anticipate that we will need to raise substantial additional capital, the requirements for which will depend on many factors, including:

•

the scope, timing, rate of progress and costs of our drug discovery, preclinical development activities, laboratory testing and clinical trials for our product candidates;

•

the number and scope of clinical programs we decide to pursue;

•

the scope and costs of manufacturing development and commercial manufacturing activities;

•

the extent to which we acquire or in-license other product candidates and technologies;

•

the cost, timing and outcome of regulatory review of our product candidates;

•

the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

•

our ability to establish and maintain collaborations on favorable terms, if at all;

•

our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our product candidates;

•

the costs associated with being a public company; and

•

the cost and timing associated with commercializing our product candidates if they receive marketing approval.

A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions.

Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. We may also be required to sell or license to others rights to our product candidates in certain territories or indications that we would prefer to develop and commercialize ourselves.

In June 2023, we entered into a lease agreement for approximately 44,000 square feet of laboratory and office facilities at 5000 Shoreline Court, South San Francisco, California. The lease term is 120 months, and we have an option to extend the lease term for a total of two consecutive five-year periods. The lease commenced in August 2024.

In May 2024, we amended our 5000 Shoreline Court facility lease agreement to expand the size of the original premises by adding approximately 11,321 rentable square feet of additional space. The amendment to the lease term commenced in January 2025.

In November 2023, we entered into a lease agreement for approximately 5,700 square feet of space at 11710 El Camino Real, San Diego, California for corporate office space. The lease commenced in December 2023 and expires in March 2028. We have an option to renew the lease for three years.

We enter into contracts in the normal course of business with third-party contract organizations for preclinical and clinical studies and testing, manufacture and supply of our preclinical and clinical materials and providing other services and products for operating purposes. These contracts generally provide for termination following a certain period after notice, and therefore, we believe that our non-cancellable obligations under these agreements are not material.

For more information see also Notes 5. Operating Leases, 6. Commitments and Contingencies, 7. Income Taxes and 10. Significant Agreements, each in the unaudited interim condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Adequate additional funding may not be available to us on acceptable terms or at all.

See the section of this Quarterly Report on Form 10-Q titled “Part I, Item 1A. – Risk Factors” for additional risks associated with our substantial capital requirements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Summary Statement of Cash Flows

The following table sets forth the primary sources and uses of cash, cash equivalents, and restricted cash for each of the periods presented below (in thousands):


	Six Months Ended June 30,
	2025			2024
Net cash provided by (used in):
Operating activities	$	(122,816	)	$	(76,695	)
Investing activities		125,735			(285,414	)
Financing activities		27,348			388,294
Net increase in cash, cash equivalents and restricted cash	$	30,267		$	26,185

Cash Flows from Operating Activities

Net cash used in operating activities was $122.8 million for the six months ended June 30, 2025. Cash used in operating activities was primarily due to the use of funds in our operations to develop our product candidates resulting in a net loss of $149.7 million, adjusted for net non-cash charges of $18.0 million and changes in net operating assets and liabilities of $8.9 million. Our non-cash charges consisted of $22.1 million in stock-based compensation, $1.3 million in depreciation and $1.0 million of the amortization of right of use assets, partially offset by $6.5 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consisted primarily due to cash inflows from $2.4 million in accounts payable, $7.7 million accrued and other liabilities in support of research and manufacturing activities and $1.2 million in lease liabilities, partially offset by outflows of $2.5 million in prepaid and other assets.

Net cash used in operating activities was $76.7 million for the six months ended June 30, 2024. Cash used in operating activities was primarily due to the use of funds in our operations to develop our product candidates resulting in a net loss of $92.3 million, adjusted for net non-cash charges of $5.3 million and changes in net operating assets and liabilities of $10.4 million. Our non-cash charges consisted of $16.0 million in stock-based compensation, $1.2 million in depreciation and $0.9 million of the amortization of right of use assets, partially offset by $13.0 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consisted primarily due to cash inflows from $9.2 million in accounts payable and $5.6 million accrued and other liabilities due to CRO fees in support of research and manufacturing activities, partially offset by outflows from $3.5 million in prepaid and other assets and $1.0 million in lease liabilities.

Cash Flows from Investing Activities

Net cash provided by investing activities was $125.7 million for the six months ended June 30, 2025, which consisted primarily of $232.8 million used to purchase marketable securities and $2.0 million used to purchase property and equipment, offset by $360.5 million provided by maturities of marketable securities.

Net cash used in investing activities was $285.4 million for the six months ended June 30, 2024, which consisted primarily of $640.5 million used to purchase marketable securities and $2.3 million used to purchase property and equipment, partially offset by $357.4 million provided by maturities of marketable securities.

Cash Flows from Financing Activities

Net cash provided by financing activities was $27.3 million for the six months ended June 30, 2025, which consisted primarily of $25.0 million in net proceeds from at-the-market offerings, $1.5 million in proceeds from exercise of common stock options and $0.8 million in proceeds from ESPP purchase.

Net cash provided by financing activities was $388.3 million for the six months ended June 30, 2024, which consisted primarily of $380.0 million of net proceeds from at-the-market offerings and $7.5 million of proceeds from exercise of common stock options and $0.8 million of proceeds from ESPP purchases.

Critical Accounting Policies

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these 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 the financial statements and the reported revenue recognized and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on 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. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

For more detail on our critical accounting policies, refer to Note 2 in the unaudited interim condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, and the notes to the financial statements appearing elsewhere in our Annual Report on Form 10-K filed with the SEC on February 18, 2025. For the six months ended June 30, 2025, there were no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC on February 18, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates or exchange rates. As of June 30, 2025, we had cash, cash equivalents and marketable securities of approximately $991.9 million, consisting of bank deposits, interest-bearing money market funds, investments in U.S. government securities, commercial paper and corporate bonds, for which the fair value would be affected by changes in the general level of U.S. interest rates. Even if the fair value of certain government securities, commercial paper, and corporate bonds is affected by changes in U.S. interest rates, the principal of such instruments will be due to us upon maturity.

The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk. Because our investments are primarily short-term in duration and our holdings in U.S. government treasury bonds mature prior to our expected need for liquidity, we believe that our exposure to interest rate risk is not significant.

While we have recently seen, we do not believe that inflation, or exchange rate fluctuations have had a significant impact on our results of operations for any periods presented herein.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(e) and 15d-15(e) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHERINFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

In addition to other information contained elsewhere in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on February 18, 2025, or our Annual Report, which could materially affect our business, financial condition, or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Proceeds from the Sale of Registered Securities

Not applicable.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other information.

Trading Plans

During the three months ended June 30, 2025, no Section 16 officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities.

Exhibit Index

Item 6. Exhibits.

     Exhibit
Number

     Exhibit Description

     Incorporated by Reference

     Filed
Herewith

      
     Form 

     Date

     Number

       3.1

     Amended and Restated Certificate of Incorporation.

     8-K

     5/28/2019

     3.1

       3.2

     Amended and Restated Bylaws.

     8-K

     5/28/2019

     3.2

       4.1

     Reference is made to Exhibits 3.1 through 3.2.

       4.2

     Form of Common Stock Certificate.

     S-1/A

     5/13/2019

     4.2

       4.3

     Description of Common Stock.

     10-K

     2/18/2025

     4.3

       4.4

     Form of April 2023 Pre-funded Warrant.

     8-K

     4/27/2023

     4.1

       4.5

     Form of October 2023 Pre-funded Warrant.

     8-K

      10/27/2023   

     4.1

       4.6

     Form of July 2024 Pre-funded Warrant.

     8-K

     7/11/2024

     4.1

       10.1#

     Non-Employee Director Compensation Program.

     X

       10.2#

     Employment Agreement by and between IDEAYA Biosciences, Inc. and Joshua Bleharski, Ph.D.

     X

       10.3#

     Amendment to IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan.

     X

       31.1

     Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     X

       31.2

     Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     X

       32.1*

     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     X

     101.INS

     Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

     X

     101.SCH

     Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

     X

     104

     Cover Page Interactive Data File (embedded with the Inline XBRL document).

     X

# Indicates management contract or compensatory plan.

* The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of IDEAYA Biosciences, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.


	IDEAYA Biosciences, Inc.

Date: August 5, 2025	By:	/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: August 5, 2025	By:	/s/ Joshua Bleharski, Ph.D.
		Joshua Bleharski, Ph.D.
		Chief Financial Officer
		(Principal Financial Officer)

EX-10.1 2 idya-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

IDEAYA Biosciences, Inc.

Non-Employee Director Compensation Program

Amended effective as of June 23, 2025

This IDEAYA Biosciences, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2019 Incentive Award Plan (the “Plan”) and shall be effective upon the closing of the Company’s initial public offering of its common stock (the “IPO”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Cash Compensation

Annual retainers will be paid in the following amounts to Non-Employee Directors:


Non-Employee Director:	$45,000
Non-Executive Chair:	$30,000
Audit Committee Chair:	$20,000
Compensation Committee Chair:	$15,000
Nominating and Corporate Governance Committee Chair:	$10,000
Audit Committee Member (non-Chair):	$10,000
Compensation Committee Member (non-Chair):	$7,500
Nominating and Corporate Governance Committee Member (non-Chair):	$5,000

All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than 30 days after the end of such quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described above, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

Equity Compensation

     Initial Stock Option Grant:

     Each Non-Employee Director who is initially elected or appointed to serve on the Board after the IPO shall be granted an Option under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase 32,400 shares of Common Stock.
 
The Initial Option will be automatically granted on the date on which such Non-Employee Director commences service on the Board, and will vest as to 1/36th of the shares subject thereto on each monthly anniversary of the applicable date of grant such that the shares subject to the Initial Option are fully vested on

Exhibit 10.1

      
     the third anniversary of the grant, subject to the Non-Employee Director continuing in service on the Board through each vesting date.

     Annual Stock Option Grant:

     Each Non-Employee Director who is OR has, for at least 120 days, been serving on the Board as of the date of each annual shareholder meeting of the Company (each, an “Annual Meeting”) shall be granted an Option under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase 20,000 shares of Common Stock. 
 
The Annual Option will be automatically granted on the date of the applicable Annual Meeting, and will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant, subject to the Non-Employee Director continuing in service on the Board through such vesting date.

The per share exercise price of each Option granted to a Non-Employee Director shall equal the Fair Market Value of a share of common stock on the date the Option is granted.

The term of each Option granted to a Non-Employee Director shall be ten years from the date the Option is granted.

No portion of an Initial Option or Annual Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and exercisable thereafter.

Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their service with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Option, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from service with the Company and any parent or subsidiary of the Company, Annual Options as described above.

Change in Control

Upon a Change in Control of the Company, all outstanding equity awards granted under the Plan and any other equity incentive plan maintained by the Company that are held by a Non-Employee Director shall become fully vested and/or exercisable, irrespective of any other provisions of the Non-Employee Director’s Award Agreement.

Reimbursements

The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.

Exhibit 10.1

Miscellaneous

The other provisions of the Plan shall apply to the Options granted automatically pursuant to this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Options hereby are subject in all respects to the terms of the Plan. The grant of any Option under this Program shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.

Effectiveness

This Program shall become effective upon the consummation of the IPO.

EX-10.2 3 idya-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

IDEAYA BIOSCIENCES, INC.

EMPLOYMENT AGREEMENT

* * * * * This Employment Agreement (the “Agreement”) is entered into between IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”) and Joshua Bleharski (“Executive” and, together with the Company, the “Parties”) effective as of May 1, 2025 (the “Effective Date”).

WHEREAS, the Company desires to assure itself of the services of Executive by engaging Executive to perform services as an employee of the Company under the terms hereof; and

WHEREAS, Executive desires to provide services to the Company on the terms herein provided effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Employment.

(a)

General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date.

(b)

Position and Duties. Effective as of the Effective Date, Executive: (i) shall serve as the Company’s Chief Financial Officer with responsibilities, duties, and authority usual and customary for such position, subject to direction by the President and Chief Executive Officer of the Company (the “CEO”) or your manager; (ii) shall report directly to the CEO, which may change at the sole and absolute discretion of the Company; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company in connection with the Company’s business. At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be increased on account of such additional service.

(c)

Principal Office. Executive shall perform services for the Company at the Company’s offices located in South San Francisco, California, or, with the Company’s consent, at any other place in connection with the fulfillment of Executive’s role with the Company; provided, however, that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company’s business.

(d)

Exclusivity. Except with the prior written approval of the CEO (which the CEO may grant or withhold in his or her sole and absolute discretion), Executive shall devote Executive’s best efforts and full working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods.

Exhibit 10.2

Notwithstanding the foregoing, Executive may, without violating this Section 1(d), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Executive in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities; or (iii) engage in other personal passive investment activities, in each case, so long as such interests or activities do not materially interfere to the extent such activities do not, individually or in the aggregate, interfere with or otherwise prevent the performance of Executive’s duties and responsibilities hereunder. Executive may also serve as a member of the board of directors or board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Company’s CEO; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. For the avoidance of doubt, the CEO has approved Executive’s continued service with those organizations set forth on Exhibit A, such approval to continue until the earlier to occur of (a) the CEO’s revocation of such approval in his or her sole and absolute discretion, or (b) such time as such service interferes with the performance of Executive’s duties under this Agreement, violates the Company’s standards of conflict or raises a conflict under the Company’s conflict of interest policies.

Term. The period of Executive’s employment under this Agreement shall commence on the Effective Date and shall continue until Executive’s employment with the Company is terminated pursuant to Section 5. The phrase “Term” as used in this Agreement shall refer to the entire period of employment of Executive by the Company.

Compensation and Related Matters.

(a)

Annual Base Salary. During the Term, Executive shall receive a base salary at the rate of $500,000 per year (as may be increased from time to time, the “Annual Base Salary”), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed by the CEO, and, as applicable, the Board of Directors of the Company (the “Board”) and/or the Compensation Committee of the Board, not less than annually.

(b)

Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive’s achievement of performance objectives established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at forty percent (40%) of Executive’s Annual Base Salary (the “Annual Bonus”). Any Annual Bonus approved by the Board, the Compensation Committee of the Board and/or the CEO shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive’s continuous employment through the date of approval.

(c)

Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit.

(d)

Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as are in effect from time to time.

Exhibit 10.2

(e)

Vacation. Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

Equity Awards.

(a)

Initial Equity Grant. In connection with entering into this Agreement, promptly following the commencement of your employment with the Company, subject to the terms and conditions of the Company’s 2023 Employment Inducement Award Plan, and subject to the approval of the Board or the Compensation Committee of the Board, Executive will be granted an option to purchase two hundred fifty thousand (250,000) shares of the Company’s common stock (the “Stock Option”), with an exercise price per share equal to the closing trading price of a share of the Company’s common stock on the date of grant. Subject to Executive’s continued employment with the Company through the applicable vesting date, 25% of the shares underlying the Stock Option will vest on the first anniversary of the date of the Effective Date and 1/48th of the total number of shares initially underlying the Stock Option will vest on the last day of the month of each monthly anniversary thereafter. The Stock Option will be subject to the terms and conditions of the Company’s 2013 Employment Inducement Plan and the Company’s standard form of stock option agreement.

(b)

Future Awards. Executive shall be eligible for such future grants of stock options and other equity awards as may be determined by the Board or its Compensation Committee.

(c)

Covered Terminations. Notwithstanding anything to the contrary in any agreement evidencing the Stock Option, or any future stock option or other equity award, the unvested portion of the Stock Option, or such future stock option or other equity award, shall not terminate upon the date of a Covered Termination (as defined below) but instead shall remain outstanding and eligible to vest in accordance with Section 6 hereof until the three month anniversary of such Covered Termination.

Termination.

(a)

At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive or by the Company at any time, with or without advance notice, and for any or no particular reason or cause. It also means that Executive’s job duties, title, and responsibility and reporting level, work schedule, compensation, and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of the Company (subject to any ramification such changes may have under Section 6 of this Agreement). This “at-will” nature of Executive’s employment shall remain unchanged during Executive’s tenure as an employee and may not be changed, except in an express writing signed by Executive and a duly-authorized officer of the Company. If Executive’s employment terminates for any lawful reason, Executive shall not be entitled to any payments, benefits, damages, award, or compensation other than as provided in this Agreement.

Exhibit 10.2

(b)

Notice of Termination. During the Term, any termination of Executive’s employment by the Company or by Executive (other than by reason of death) shall be communicated by written notice (a “Notice of Termination”) from one Party hereto to the other Party hereto (i) indicating the specific termination provision in this Agreement relied upon, if any, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifying the Date of Termination (as defined below). The failure by the Company to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Cause (as defined below) shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing their rights hereunder. The failure by the Executive to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Good Reason (as defined below) shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing their rights hereunder.

(c)

Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean the date of the termination of Executive’s employment with the Company specified in a Notice of Termination.

(d)

Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and board memberships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.

Consequences of Termination.

(a)

Payments of Accrued Obligations upon all Terminations of Employment. Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within 30 days after Executive’s Date of Termination (or such earlier date as may be required by applicable law): (i) any portion of Executive’s Annual Base Salary earned through Executive’s Date of Termination not theretofore paid, (ii) any expenses owed to Executive under Section 3, (iii) any accrued but unused paid time-off owed to Executive, (iv) any Annual Bonus earned but unpaid as of the Date of Termination, and (v) any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements. Except as otherwise set forth in Sections 6(b) and (c), the payments and benefits described in this Section 6(a) shall be the only payments and benefits payable in the event of Executive’s termination of employment for any reason.

(b)

Severance Payments upon Covered Termination Outside a Change in Control Period.

Exhibit 10.2

If, during the Term, Executive experiences a Covered Termination outside a Change in Control Period (each as defined below), then in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of a waiver and release of claims agreement substantially in the form of Exhibit B hereto, with any such changes to applicable law as the Company deems necessary (the “Release”) that becomes effective and irrevocable in accordance with Section 11(d), provide Executive with the following:

(i)

The Company shall pay to Executive an amount equal to Executive’s Annual Base Salary multiplied by 0.75. Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release becomes effective and irrevocable in accordance with Section 11(d).

(ii)

During the period commencing on the Date of Termination and ending on the nine month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A‑1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).

(c)

Severance Payments upon Covered Termination During a Change in Control Period. If, during the Term, Executive experiences a Covered Termination during a Change in Control Period, then, in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of the Release that becomes effective and irrevocable in accordance with Section 11(d), provide Executive with the following:

(i)

The Company shall pay to Executive an amount equal to the sum of Executive’s Annual Base Salary and Executive’s target Annual Bonus. Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release becomes effective and irrevocable in accordance with Section 11(d).

(ii)

Exhibit 10.2

During the period commencing on the Date of Termination and ending on the twelve month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the CIC COBRA Period (or remaining portion thereof).

(iii)

Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Date of Termination, to become fully vested and, if applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with respect to all of the shares of the Company’s Common Stock subject thereto.

(d)

No Other Severance. The provisions of this Section 6 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program, or other arrangement maintained by the Company except as otherwise approved by the Board.

(e)

No Requirement to Mitigate; Survival. Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner. Notwithstanding anything to the contrary in this Agreement, the termination of Executive’s employment shall not impair the rights or obligations of any Party.

(f)

Definition of Cause. For purposes hereof, “Cause” shall mean any one of the following: (i) Executive’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of any contract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. The determination that a termination of Executive’s employment is either for Cause or without Cause shall be made by the Board or its Compensation Committee, in each case, in its sole discretion.

(g)

Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall mean any of the following types of transactions: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (each, a “Transaction”), wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or the successor entity, or, in the case of a Transaction described in (iii), the corporation or other entity to which the assets of the Company were transferred, as the case may be.

Exhibit 10.2

Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; (iii) it constitutes the Company’s initial public offering of its securities; or (iv) it is a transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board in its discretion). Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

(h)

Definition of Change in Control Period. For purposes hereof, “Change in Control Period” shall mean the period commencing three months prior to a Change in Control and ending 12 months after such Change in Control.

(i)

Definition of Covered Termination. For purposes hereof, “Covered Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

(j)

Definition of Good Reason. For purposes hereof, “Good Reason” shall mean that Executive has complied in all material respects with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events, without Executive’s prior written consent: (i) a material reduction of Executive’s Annual Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s senior management employees); or (ii) relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than by more than seventy-five (75) miles as compared to Executive’s principal place of employment immediately prior to such relocation; or (iii) a material reduction in Executive’s job title and primary duties, responsibilities and authorities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties.

(k)

Definition of Good Reason Process. For the purposes hereof, “Good Reason Process” shall mean that (A) Executive has reasonably determined in good faith that a “Good Reason” condition has occurred; (B) Executive has notified the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first time the Executive becomes aware of the occurrence of such condition; (C) Executive has cooperated in good faith with the Company’s efforts, for a period not less than 30 days immediately following the Company’s receipt of such notice (the “Cure Period”), to remedy the condition; (D) notwithstanding such efforts, the Good Reason condition continues to exist; and (E) Executive terminates Executive’s employment with the Company within 30 days after the end of the Cure Period.

Exhibit 10.2

If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Assignment and Successors. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.

Miscellaneous Provisions.

(a)

Restrictive Covenant Agreements. On or before the Effective Date, Executive shall enter into the Company’s standard form Proprietary Information and Invention Assignment Agreement (the “Intellectual Property Assignment Agreement” together with any other confidentiality agreement between Executive and the Company, the “Restrictive Covenant Agreements”). The Restrictive Covenant Agreements shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein. Notwithstanding the foregoing, in the event of any conflict between the terms of the Restrictive Covenant Agreements and the terms of this Agreement, the terms of this Agreement shall prevail.

(b)

Non-Solicitation of Employees. For a period of one year following Executive’s Date of Termination, Executive shall not, either directly or indirectly (i) solicit for employment by any individual, corporation, firm, or other business, any employees, consultants, independent contractors, or other service providers of the Company or any of its affiliates, or (ii) solicit any employee or consultant of the Company or any of its affiliates to leave the employment or consulting of or cease providing services to the Company or any of its affiliates; provided, however, that the foregoing clauses (i) and (ii) shall not apply to a general advertisement or solicitation (or any hiring pursuant to such advertisement or solicitation) that is not specifically targeted to such employees or consultants.

(c)

Governing Law. This Agreement shall be governed, construed, interpreted, and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of California, without giving effect to any principles of conflicts of law, whether of the State of California or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.

(d)

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(e)

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.

Exhibit 10.2

(f)

Entire Agreement. The terms of this Agreement, together with the Restrictive Covenant Agreements, are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral, regarding Executive’s service to the Company. The Parties further intend that this Agreement, together with the Restrictive Covenant Agreements, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement or the Restrictive Covenant Agreements. Notwithstanding the foregoing, in the event of any conflict between the terms of the Restrictive Covenant Agreements and the terms of this Agreement, the terms of this Agreement shall prevail.

(g)

Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company, as applicable, may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

(h)

Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that any and all controversies, claims and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms, shall be resolved solely and exclusively by final and binding arbitration held in San Francisco, California through JAMS in conformity with the then-existing JAMS employment arbitration rules, which can be found at https://www.jamsadr.com/rules-employment-arbitration/. The arbitration provisions of this Agreement shall be governed by and enforceable pursuant to the Federal Arbitration Act. In all other respects for provisions not governed by the Federal Arbitration Act, this Agreement shall be construed in accordance with the laws of the State of California, without reference to conflicts of law principles. The arbitrator shall: (a) provide adequate discovery for the resolution of the dispute; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall award the prevailing Party attorneys’ fees and expert fees, if any. Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations imposed on them under Section 8(a), and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of Section 8(a), none of the Parties shall raise the defense, without a good faith basis for raising such defense, that there is an adequate remedy at law. Executive and the Company understand that by agreement to arbitrate any claim pursuant to this Section 8(h), they will not have the right to have any claim decided by a jury or a court, but shall instead have any claim decided through arbitration. Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by applicable law, the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding.

Exhibit 10.2

(i)

Enforcement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

(j)

Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

(k)

Whistleblower Protections and Trade Secrets. Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

Prior Employment. Executive represents and warrants that Executive’s acceptance of employment with the Company has not breached, and the performance of Executive’s duties hereunder will not breach, any duty owed by Executive to any prior employer or other person. Executive further represents and warrants to the Company that (a) the performance of Executive’s obligations hereunder will not violate any agreement between Executive and any other person, firm, organization, or other entity; (b) Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by Executive entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement; and (c) Executive’s performance of Executive’s duties under this Agreement will not require Executive to, and Executive shall not, rely on in the performance of Executive’s duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive.

Exhibit 10.2

10.

Golden Parachute Excise Tax.

(a)

Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (A) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (B) the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (1) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (2) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

(b)

Accounting Firm. The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 10(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment.

Exhibit 10.2

Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

11.

Section 409A.

(a)

General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date, (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including, without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; however, this Section 11(a) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company (A) have any liability for failing to do so, or (B) incur or indemnify Executive for any taxes, interest or other liabilities arising under or by operation of Section 409A.

(b)

Separation from Service. Notwithstanding any provision to the contrary in this Agreement: (i) no amount that constitutes “deferred compensation” under Section 409A shall be payable pursuant to Section 6 unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations (“Separation from Service”); (ii) for purposes of Section 409A, Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31st of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

(c)

Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.

Exhibit 10.2

(d)

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of the Release, (i) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (ii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

12.

Employee Acknowledgement. Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.

[Signature Page Follows]

The Parties have executed this Agreement as of the Effective Date.

IDEAYA BIOSCIENCES, INC.

By: /s/ Yujiro S. Hata

Name: Yujiro S. Hata

EXECUTIVE

By: /s/ Joshua Bleharski

Name: Joshua Bleharski

Address:

#########

|US-DOCS\114089796.1||

EX-10.3 4 idya-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

Amendment to the

IDEAYA Biosciences, Inc.

2023 Employment Inducement Award Plan

Title: President and Chief Executive Officer This amendment (the “Amendment”) to the IDEAYA Biosciences, Inc. 2023 Employment Inducement Award Plan (the “Plan”) is effective as of May 21, 2025, the date the board of directors (the “Board”) of IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), approved the Amendment as set forth herein. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

WHEREAS, the Board may amend the Plan at any time; provided that the Board will obtain stockholder approval of any amendment to the Plan to the extent necessary to comply with Applicable Law; and

WHEREAS, the Board desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan be and hereby is amended as follows:

Section 5.1 of the Plan is hereby amended to read as follows:

Number of Shares. Subject to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan covering up to 4,000,000 Shares. Shares issued or delivered under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

This Amendment shall be and hereby is incorporated in and forms a part of the Plan.

Except as set forth herein, the Plan shall remain in full force and effect.

* * *

EX-31.1 5 idya-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yujiro Hata, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of IDEAYA Biosciences, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 5, 2025	By:	/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 6 idya-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joshua Bleharski, Ph.D., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of IDEAYA Biosciences, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 5, 2025	By:	/s/ Joshua Bleharski, Ph.D.
		Joshua Bleharski, Ph.D.
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1 7 idya-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of IDEAYA Biosciences, Inc. (the “Company”) for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yujiro Hata, President and Chief Executive Officer of the Company, and I, Joshua Bleharski, Ph.D., Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 5, 2025	By:	/s/ Yujiro Hata
		Yujiro Hata
		President and Chief Executive Officer
		(Principal Executive Officer)


Date: August 5, 2025	By:	/s/ Joshua Bleharski, Ph.D.
		Joshua Bleharski, Ph.D.
		Chief Financial Officer
		(Principal Financial Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.