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1. Organization and Basis of Presentation

Description of Business

OmniAb, Inc. (“OmniAb” or the “Company”) is a biotechnology company that licenses cutting-edge discovery research technology to the pharmaceutical and biotech industries and academic institutions to enable the discovery of next-generation therapeutics. The Company’s technology platform creates and screens diverse antibody repertoires and is designed to quickly identify optimal antibodies and other target-binding proteins for its partners’ drug development efforts. This includes xPloration, the Company's AI-powered, high-throughput single B-cell screening platform. At the heart of the OmniAb platform is something the Company calls Biological Intelligence™, which powers the immune systems of its proprietary, engineered transgenic animals to create optimized antibody candidates for human therapeutics. The Company primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs.

Basis of Presentation

The Company’s accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The financial information for the three and six months ended June 30, 2026 and 2025, is unaudited but includes all normal and recurring adjustments unless indicated otherwise, which the Company considered necessary for fair presentation of its condensed consolidated statements of operations and comprehensive loss. Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period presentation.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts within the Company have been eliminated.

Liquidity and Capital Resources

The Company expects to continue to incur losses as it invests in research and development activities to improve its technology platform, market and sell its technologies to existing and new partners, add operational, financial and management information systems and personnel to support its operations and incur ongoing costs associated with operating as a public company. The Company’s ability to continue its operations is dependent upon its ability to generate cash flows from operations and potentially obtain additional capital in the future. The Company believes its existing cash, cash equivalents and short-term investments are sufficient to support operations through at least the next 12 months from the date of issuance of these financial statements.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Emerging Growth Company

OmniAb qualifies as an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. OmniAb has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, OmniAb, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of OmniAb’s financial statements with another public company, which is neither an emerging growth

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company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

2. Summary of Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and have not materially changed during the six months ended June 30, 2026. The Company believes that the disclosures provided here are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results may differ from those estimates.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents generally consist of bank deposits, money market funds as well as U.S. government and agency securities.

The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amount presented in the condensed consolidated statements of cash flows:

(in thousands)						June 30, 2026						December 31, 2025
Cash and cash equivalents						$	24,336					$	25,524
Restricted cash						560						560
Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows						$	24,896					$	26,084

Restricted cash relates to deposits for the Company’s property leases. The restriction will lapse when the related leases expire.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards are either not applicable to the Company or will not have a material impact on its consolidated financial statements upon adoption.

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The following table provides a brief description of recently issued accounting standards:

Standard

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

ASU 2024-03, Income Statement (Topic 220) - Expense Disaggregation Disclosures

The amendments in this ASU require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities.

Effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

3. Fair Value Measurement

The Company measures its financial assets and liabilities at fair value, which is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company uses the following three-level valuation hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial assets and liabilities:

•Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

•Level 2 — Quoted prices for similar instruments in active markets or inputs that are observable for the asset or liability, either directly or indirectly.

•Level 3 — Significant unobservable inputs based on the Company’s assumptions.

Financial Instruments Measured on a Recurring Basis

The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

						Fair Value Measurements as of June 30, 2026
(in thousands)						Level 1						Level 2						Level 3						Total
Cash equivalents:
Money market funds						$	17,015					$	—					$	—					$	17,015
Government securities						1,487						—						—						1,487
Commercial paper						—						999						—						999
Total cash equivalents						$	18,502					$	999					$	—					$	19,501
Short-term investments:
Government securities						$	5,441					$	—					$	—					$	5,441
Corporate debt securities						—						13,461			—			—						13,461
Commercial paper						—						8,757						—						8,757
Total short-term investments						$	5,441					$	22,218					$	—					$	27,659
Liabilities:
Current contingent liabilities						$	—					$	—					$	940					$	940
Long-term contingent liabilities						—						—						25						25
Total contingent liabilities						$	—					$	—					$	965					$	965

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						Fair Value Measurements as of December 31, 2025
(in thousands)						Level 1						Level 2						Level 3						Total
Cash equivalents:
Money market funds						$	20,080					$	—					$	—					$	20,080
Total cash equivalents						$	20,080					$	—					$	—					$	20,080
Short-term investments:
Government securities						$	28,501					$	—					$	—					$	28,501
Total short-term investments						$	28,501					$	—					$	—					$	28,501
Liabilities:
Current contingent liabilities						$	—					$	—					$	1,044					$	1,044
Long-term contingent liabilities						—						—						315						315
Total contingent liabilities						$	—					$	—					$	1,359					$	1,359

The carrying amounts reported in the Company’s condensed consolidated balance sheets for accounts receivable, other assets, accounts payable and accrued expenses and other current liabilities approximate fair value due to their relatively short periods to maturity.

Available-for-Sale Securities

The Company obtains the fair value of its Level 2 available-for-sale securities from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable. The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. The Company did not adjust or override any fair value measurements provided by these pricing services as of June 30, 2026. There were no level 2 available-for-sale securities as of December 31, 2025. The Company has not transferred any investment securities between classification levels.

Contingent Liabilities

Contingent liabilities are measured at fair value each reporting period by using a probability weighted income approach. Changes in the fair values of contingent liabilities are recognized in “Other operating expense (income), net” in the condensed consolidated statements of operations and in the operating section of the statements of cash flows. Payments of contingent liabilities are disclosed in the financing section of the statements of cash flows.

A reconciliation of the Level 3 financial instruments as of June 30, 2026 and December 31, 2025 is as follows:

(in thousands)						Icagen
Balance as of January 1, 2025						$	1,484
Payments of contingent liabilities						(450)
Fair value adjustments to contingent liabilities						325
Balance as of December 31, 2025						$	1,359
Payments of contingent liabilities						(113)
Fair value adjustments to contingent liabilities						(281)
Balance as of June 30, 2026						$	965

Contingent liabilities are classified as Level 3 liabilities as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market. These subjective estimates include but are not limited to assumptions involving the achievement probability of certain developmental and commercialization milestones, discount rates, and projected years of payments. If different assumptions were used for the various inputs to the valuation approaches, the estimated fair value could be materially higher or lower than the fair value determined.

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4. Short-Term Investments

The Company classified short-term investments as available-for-sale securities, as the sale of such investments may be required prior to maturity to implement management strategies. The following tables summarize short-term investments as of June 30, 2026 and December 31, 2025:

						As of June 30, 2026
												Unrealized
(in thousands)						Amortized Cost						Gains						Losses						Estimated Fair Value
Government securities						$	5,441					$	—					$	—					$	5,441
Corporate debt securities						13,475						—						(14)						13,461
Commercial paper						8,763						—						(6)						8,757
Total short-term investments						$	27,679					$	—					$	(20)					$	27,659

						As of December 31, 2025
												Unrealized
(in thousands)						Amortized Cost						Gains						Losses						Estimated Fair Value
Government securities						$	28,489					$	12					$	—					$	28,501
Total short-term investments						$	28,489					$	12					$	—					$	28,501

The Company classified all investments with maturity dates beyond three months at the date of purchase as short-term investments in the condensed consolidated balance sheets based upon its ability and intent to use the investments to satisfy the liquidity needs of current operations. The following table summarizes available-for-sale investments by maturity as of June 30, 2026:

(in thousands)						Amortized Cost						Estimated Fair Value
Due in one year or less						$	25,752					$	25,736
Due after one year						1,927						1,923
Total short-term investments						$	27,679					$	27,659

The following tables summarize the Company’s available-for-sale investments’ gross unrealized losses and fair value aggregated by investment category and the length of time that individual securities have been in a continuous loss position, as of June 30, 2026:

						As of June 30, 2026
						Less than 12 months																		More than 12 months																		Total
(in thousands)						Count						Fair Value						Unrealized Losses						Count						Fair Value						Unrealized Losses						Count						Fair Value						Unrealized Losses
Corporate debt securities						24						$	11,956					$	(14)					—						$	—					$	—					24						$	11,956					$	(14)
Commercial paper						15						7,301						(6)						—						—						—						15						7,301						(6)
						39						$	19,257					$	(20)					—						$	—					$	—					39						$	19,257					$	(20)

The Company had certain available-for-sale debt securities in an unrealized loss position without an allowance for credit loss as of June 30, 2026. Unrealized losses on these debt securities have not been recognized into income because (1) the issuers have high credit quality, (2) management does not intend to sell and it is likely that management will not be required to sell these securities prior to their anticipated recovery and (3) the decline in fair value is largely due to market conditions and/or changes in interest rates. The issuers continue to make timely interest payments on the securities, and the fair value is expected to recover as the bonds approach maturity.

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5. Balance Sheet Account Details

Accounts Receivable, Unbilled Receivables and Deferred Revenue

Unbilled receivables were $0.9 million and $0.8 million as of June 30, 2026 and December 31, 2025, respectively. Current deferred revenue was $2.3 million and $3.2 million as of June 30, 2026 and December 31, 2025, respectively, and long-term deferred revenue was $0.3 million and nil as of June 30, 2026 and December 31, 2025, respectively.

During the three and six months ended June 30, 2026, the amount recognized as revenue that was previously deferred at March 31, 2026 and December 31, 2025 was $0.9 million and $1.5 million, respectively. During the three and six months ended June 30, 2025, the amount recognized as revenue that was previously deferred at March 31, 2025 and December 31, 2024 was $1.0 million and $2.1 million, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands)						June 30, 2026						December 31, 2025
Prepaid expenses						$	1,904					$	1,991
xPloration related inventory						1,013						823
Other current assets						773						1,112
Total prepaid expenses and other current assets						$	3,690					$	3,926

Property and Equipment, Net

Property and equipment, net, consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands)						June 30, 2026						December 31, 2025
Leasehold improvements						$	17,745					$	17,745
Lab and office equipment						10,302						10,178
Computer hardware and software						791						791
Construction in progress						—						46
Property and equipment, at cost						28,838						28,760
Less accumulated depreciation						(20,363)						(19,332)
Total property and equipment, net						$	8,475					$	9,428

Depreciation expense, which is included in operating expenses, was $0.6 million and $1.2 million during the three and six months ended June 30, 2026, respectively, and $0.8 million and $1.8 million during the three and six months ended June 30, 2025, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands)						June 30, 2026						December 31, 2025
Compensation						$	3,876					$	5,788
Professional service fees						136						262
Royalties owed to third parties						369						67
Other						118						174
Total accrued expenses and other current liabilities						$	4,499					$	6,291

6. Goodwill and Intangible Assets, Net

Goodwill and intangible assets, net consisted of the following as of June 30, 2026 and December 31, 2025:

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(in thousands)						June 30, 2026						December 31, 2025
Goodwill						$	83,979					$	83,979
Finite-lived intangible assets
Completed technology						233,158						233,158
Less: Accumulated amortization						(117,090)						(110,984)
Customer relationships						11,100						11,100
Less: Accumulated amortization						(11,100)						(8,125)
Intangible assets, net						$	116,068					$	125,149
Total goodwill and other identifiable intangible assets, net						$	200,047					$	209,128

Goodwill

There were no changes in the carrying amount of goodwill during the three and six months ended June 30, 2026 and 2025.

Intangible Assets

Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful life of the asset of up to 20 years and is reflected within “Amortization of intangibles” in the condensed consolidated statements of operations. Amortization expense of $3.1 million and $9.1 million was recognized during the three and six months ended June 30, 2026, respectively. Amortization expense of $3.2 million and $6.5 million was recognized during the three and six months ended June 30, 2025, respectively.

During the six months ended June 30, 2026, the Company identified a triggering event over its customer relationship intangible asset within the legacy small molecule ion channel asset group. The triggering event resulted from the discontinuation of certain legacy small molecule ion channel programs, which resulted in the Company having no expected future cash flows from the customer relationship. The Company did not control the timing or outcome of the decision to discontinue the legacy small molecule programs. As a result of this triggering event, the Company performed an impairment assessment under ASC 360 and recorded an impairment charge of $2.9 million during the first quarter of 2026 which fully impaired the customer relationship intangible asset. The impairment charge was recorded as “Amortization of intangibles” in the condensed consolidated statements of operations. For the six months ended June 30, 2025, there was no impairment of finite-lived intangible assets.

The remaining weighted-average useful life of finite-lived intangible assets is 9.8 years. At June 30, 2026, future amortization expense on intangible assets is estimated to be as follows (in thousands):

Dates						Amount
Remaining six months ending December 31, 2026						$	6,106
2027						12,212
2028						12,212
2029						12,212
2030						12,017
Thereafter						61,309
Total future amortization expense						$	116,068

Gain on Sale of Ion Channel Asset

On May 7, 2025, the Company entered into an Asset Purchase and Assignment Agreement (the “Asset Purchase Agreement”) with Angelini Pharma S.p.A. (“Angelini”). Under the Asset Purchase Agreement, the Company sold, transferred, assigned and conveyed to Angelini, and Angelini purchased, acquired and accepted from the Company, all of the Company’s rights, title and interest in and to the transferred assets, which include among other things the intellectual property and related know-how (collectively, the “Purchased Assets”) generated in connection with the license agreement, dated December 4, 2018, as amended on June 30, 2021, October 21, 2022, and December 22, 2023, by and between F. Hoffmann-La Roche Ltd (“Roche”) and the Company’s subsidiary Icagen, which allowed the Company to receive potential development and commercial milestones and royalties on net sales of any approved products.

The sale qualified as a sale of a non-financial asset and the carrying value of the Purchased Assets as of May 7, 2025 was zero. Cash proceeds from the sale of $3.0 million were recorded to other operating income, net during the six months ended

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7. Commitments and Contingencies

Lease Commitments

The Company’s corporate headquarters are located in Emeryville, California and its research facilities are located in Emeryville and Dixon, California, Durham, North Carolina and Tucson, Arizona. It leases approximately 70,000 square feet of space under leases expiring from 2026 to 2032.

The below tables provide supplemental cash flow and other information related to operating leases (in thousands, except for lease term and discount rate):

						Six Months Ended June 30,
						2026						2025
Cash paid for amounts included in the measurement of lease liabilities:						$	1,934					$	1,872
Right-of-use assets obtained in exchange for lease obligations:						$	84					$	—

						As of June 30,
						2026						2025
Weighted average remaining lease term (in years)						5.4						6.4
Weighted average discount rate						4.4		%				4.3		%

In addition to base rent, certain of the Company’s operating leases require variable payments. These variable lease costs include amounts relating to common area maintenance and are expensed when the obligation for those payments is incurred and are recognized as operating expenses in the condensed consolidated statements of operations. The following table summarizes the components of operating lease expense for the three and six months ended June 30, 2026 and 2025:

						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)						2026						2025						2026						2025
Operating lease cost						$	801					$	799					$	1,599					$	1,598
Variable lease cost						369						429						682						679
Total lease costs						$	1,170					$	1,228					$	2,281					$	2,277

Future minimum lease commitments are as follows as of June 30, 2026 (in thousands):

Dates						Operating Leases
Remaining six months ending December 31, 2026						$	1,974
2027						4,038
2028						4,107
2029						3,307
2030						3,235
Thereafter						4,756
Total lease payments						21,417
Less imputed interest						(2,504)
Present value of lease liabilities						$	18,913

Legal Proceedings

From time to time, the Company has been and may be involved in various legal proceedings arising in its ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on the condensed consolidated financial statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable

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resolution of one or more matters could materially affect future results of operations or cash flows, or both, in a particular period.

8. Stockholders' Equity

Business Combination

On November 1, 2022 (the “Closing Date”), the Company (which prior to the Business Combination (defined below) was known as Avista Public Acquisition Corp. II (“APAC”)), Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“Legacy OmniAb”, formerly known as OmniAb, Inc.), and Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Avista Public Acquisition Corp. II (“Merger Sub”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2022 (the “Business Combination”).

Authorized and Outstanding Capital Stock

The total number of shares of the Company’s authorized capital stock is 1,100,000,000. The total amount of authorized capital stock consists of 1,000,000,000 shares of common stock and 100,000,000 shares of preferred stock. As of June 30, 2026, no shares of preferred stock were issued or outstanding.

Common Stock

Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by the board of directors out of legally available funds. In the event of the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of the Company's debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.

Preferred Stock

Under the terms of the Company’s certificate of incorporation, its board of directors has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

The Company’s board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a change in the Company’s control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares of preferred stock.

Earnout Shares

Some of the Company’s shares of common stock are subject to certain price-based earnout triggers (the “Earnout Shares”). Earnout Shares vest based upon the achievement of certain volume-weighted average trading prices (“VWAP”) for shares of the Company for any 20 trading days over a consecutive 30 trading-day period during the five-year period following the Closing Date, with (i) 50% of such Earnout Shares vesting upon achievement of a VWAP of $12.50 per share of common stock or upon the occurrence of a change of control transaction that will result in the holders of common stock receiving a price per share in excess of $12.50, and (ii) the remaining 50% of the Earnout Shares vesting upon achievement of a VWAP of $15.00 per share of common stock or upon the occurrence of a change of control transaction that will result in the holders of common stock receiving a price per share in excess of $15.00. The Earnout Shares are not transferable until the vesting condition for the applicable tranche of Earnout Shares has been achieved. Prior to vesting, holders of Earnout Shares are entitled to exercise the

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voting rights carried by such shares and receive any dividends or other distributions in respect of such shares. As of June 30, 2026, 14,999,243 Earnout Shares were issued and outstanding.

Pursuant to the Sponsor Insider Letter Agreement executed concurrently with the Merger Agreement, by and among APAC, Avista Acquisition LP II (the “Sponsor”), Legacy OmniAb and certain insiders of APAC, 1,293,299 shares of OmniAb common stock held by the Sponsor became subject to the same price-based vesting conditions as the Earnout Shares (the “Sponsor Earnout Shares”). The Sponsor Earnout Shares are accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination. As of June 30, 2026, 1,293,299 Sponsor Earnout Shares were issued and outstanding.

The Earnout Shares and Sponsor Earnout Shares will be automatically forfeited for no consideration if an applicable triggering event has not occurred from the Closing Date to and including the fifth anniversary of the Closing Date.

Public, Private Placement, Forward Purchase and Backstop Warrants

The Company assumed 7,666,667 warrants originally issued in APAC’s initial public offering (the “Public Warrants”) and 8,233,333 warrants issued in a private placement that closed concurrently with APAC’s initial public offering, (the “Private Placement Warrants”) in the Business Combination. Additionally, pursuant to the Amended and Restated Forward Purchase Agreement, dated as of March 23, 2022 (the “A&R FPA”), on the Closing Date, the Company issued 1,666,667 warrants in the Forward Purchase (the “Forward Purchase Warrants”) and 1,445,489 warrants in the Redemption Backstop (the “Backstop Warrants”). The Public, Private Placement, Forward Purchase and Backstop Warrants entitle the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share.

The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised at the option of the Company.

The Public Warrants are only exercisable for a whole number of shares of common stock. No fractional shares are to be issued upon exercise of the warrants. The Public Warrants will expire on November 1, 2027 (which is five years after the completion of the Business Combination), at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq Capital Market under the symbol “OABIW”.

Additionally, the Company can redeem the outstanding Public Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders provided there was an effective registration statement covering the shares of common stock issuable upon exercise of the warrants.

If the Company calls the Public Warrants for redemption as previously described, the Company has the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis.

The Private Placement Warrants have terms and provisions that are identical to the Public Warrants except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination. The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Forward Purchase Warrants and the Backstop Warrants have the same terms as the Private Placement Warrants.

The Company evaluated the Public, Private Placement, Forward Purchase and Backstop Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they meet the criteria for equity classification as they are considered to be indexed to the Company’s own stock. Upon consummation of the Business Combination, the Public, Private Placement, Forward Purchase and Backstop Warrants were recorded in additional paid-in capital.

Equity Compensation Plans

2022 Incentive Award Plan

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The Company’s board of directors and stockholders adopted the 2022 Incentive Award Plan (the “2022 Plan”), which became effective upon the Closing of the Business Combination. Under the 2022 Plan, the Company may grant cash and equity incentive awards to eligible employees, directors and consultants.

As of June 30, 2026, the aggregate number of shares of our common stock that may be issued under the 2022 Plan is 44,072,841 shares. In addition, the number of shares of our common stock available for issuance under the 2022 Plan will be annually increased on January 1 of each calendar year beginning in 2023 and ending in 2032 by an amount equal to the lesser of (i) a number equal to 5% of the fully-diluted shares on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as is determined by the Company's board of directors.

The 2022 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash-based awards.

OmniAb Prior Plans

In connection with the Business Combination, Legacy OmniAb adopted the OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan and the OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan (collectively, the “OmniAb Prior Plans”), which govern the OmniAb equity awards issued upon adjustment of outstanding Ligand equity awards in connection with Ligand’s distribution of Legacy OmniAb common stock to Ligand stockholders. All awards under the OmniAb Prior Plans that were outstanding as of the closing of the Business Combination continued to be governed by the terms, conditions and procedures set forth in the OmniAb Prior Plans and any applicable award agreements, as those terms may be equitably adjusted in connection with the Business Combination. The Company assumed the OmniAb Prior Plans in connection with the closing of the Business Combination, and each of the awards thereunder.

At the Market Offering

In December 2023, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”), with Jefferies LLC (the “Sales Agent”) under which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $100.0 million in “at the market” (“ATM”) offerings through the Sales Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Sales Agent. The Sales Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. Sales of its common stock made pursuant to the Sales Agreement are made under its shelf registration statement on Form S‐3 which was filed on December 8, 2023 and declared effective by the SEC on December 18, 2023. The Company is not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No shares of common stock in the ATM offering were issued during the six months ended June 30, 2026.

PIPE Offering

On August 24, 2025, the Company entered into a securities purchase agreement with the purchasers named therein for the private placement (“August 2025 PIPE”) of 21,254,106 shares of the Company’s common stock at a price of $1.40 per share or, with respect to any purchaser that was an officer, director, employee or consultant of the Company, $1.85 per share. The aggregate gross proceeds from the August 2025 PIPE were approximately $30.0 million, before deducting placement agent fees and offering expenses. The closing of the August 2025 PIPE occurred on August 26, 2025. On September 12, 2025, the Company filed a registration statement on Form S-3 with the SEC registering the resale of the shares of common stock issued in the August 2025 PIPE, which registration statement was declared effective by the SEC on September 19, 2025.

9. Share-Based Compensation

Share-Based Compensation Expense

The Company recognized share-based compensation expense by function as follows:

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						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)						2026						2025						2026						2025
General and administrative						$	1,968					$	2,462					$	4,038					$	5,050
Research and development						1,191						1,649						2,461						3,205
Total share-based compensation expense						$	3,159					$	4,111					$	6,499					$	8,255

The Company recognized share-based compensation expense by award type as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)						2026						2025						2026						2025
Stock options						$	2,257					$	2,981					$	4,628					$	6,114
Restricted stock units						775						1,005						1,603						1,838
Employee share purchase plan						127						125						268						303
Total share-based compensation expense						$	3,159					$	4,111					$	6,499					$	8,255

Stock Options

Stock options granted under the 2022 Plan typically vest 1/8 on the six-month anniversary of the date of grant, and 1/48 each month thereafter for 42 months. All option awards generally expire 10 years from the date of grant.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted. The model assumptions include expected volatility, expected term, dividend yield, and the risk-free interest rate.

•Expected volatility: Due to the Company’s limited trading history for its common stock, the Company lacks sufficient historical data to support its expected stock price volatility. As such, the Company utilized a weighted approach by blending its own limited historical data with the volatilities of publicly traded biotechnology peers. The Company will continue to apply this approach until it has enough historical data to solely support its expected volatility.

•Expected term: The expected term represents the period of time that options are expected to be outstanding. Because the Company has limited historical exercise behavior, it determines the expected life assumption using the simplified method which is an average of the contractual term of the option and its vesting period.

•Dividend yield: The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero.

•Risk-free interest rate: The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards.

The fair value of each option issued was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
Risk-free interest rate			4.2%						4.0%						3.8%						4.4%
Expected volatility			57.2%						54.6%						58.2%						52.7%
Expected term (years)			5.6						5.8						6.0						6.0
Dividend yield			—%						—%						—%						—%

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The following table summarizes stock option activity under the Company’s equity award plans:

 

			Shares						Weighted-Average Exercise Price per Share						Weighted-Average Remaining Contractual Life (in years)						Aggregate Intrinsic Value (in thousands)(1)
Outstanding at January 1, 2026			17,951,124						$	5.70
Granted			6,370,750						$	1.72
Exercised			(4,730)						$	1.32
Cancelled/Expired			(880,627)						$	6.31
Outstanding at June 30, 2026			23,436,517						$	4.60					7.5						$	5,119
Exercisable at June 30, 2026			12,450,929						$	6.27					6.3						$	242

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(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for in the money options as of June 30, 2026.

As of June 30, 2026, unrecognized share-based compensation expense related to OmniAb options was $15.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.31 years.

The aggregate intrinsic value of OmniAb options exercised by OmniAb service providers during the six months ended June 30, 2026 was negligible. Cash received from OmniAb options exercised by OmniAb service providers during the six months ended June 30, 2026 was negligible.

There were no OmniAb options exercised by Ligand service providers during the six months ended June 30, 2026.

Restricted Stock Units

RSUs generally represent the right to receive a certain number of shares of common stock subject to certain vesting conditions and other restrictions. RSUs generally vest over three years. The fair value of RSUs is determined by the closing market price on the grant date.

The following table summarizes RSU activity during the six months ended June 30, 2026 under the Company’s equity awards plans:

			Shares						Weighted-Average Grant Date Fair Value
Unvested balance at January 1, 2026			1,629,394						$	3.91
Granted			1,172,313						$	1.74
Vested			(797,778)						$	3.81
Forfeited			(8,459)						$	2.18
Unvested balance at June 30, 2026			1,995,470						$	2.68

As of June 30, 2026, unrecognized stock-based compensation expense related to OmniAb RSUs was $4.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.32 years.

The aggregate intrinsic value of OmniAb RSUs vested for OmniAb service providers during the six months ended June 30, 2026 was $1.4 million.

Employee Stock Purchase Plan

Under the Company’s 2022 Employee Stock Purchase Plan (the “ESPP”), eligible employees are entitled to purchase shares of common stock at a discount with accumulated payroll deductions. The ESPP provides for a series of overlapping 24-month offering periods comprising four six-month purchase periods. The purchase price for shares of common stock purchased under the ESPP is equal to 85% of the lesser of the fair market value of the Company’s common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each six month purchase period in the applicable offering period.

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As of June 30, 2026, the aggregate number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP equals 4,808,025 shares of the Company’s common stock. In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on (and including) January 1, 2032, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (i) 1% of the fully diluted shares outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by the Company’s board of directors.

As of June 30, 2026, there was $0.3 million of unrecognized share-based compensation expense associated with the ESPP, which is expected to be recognized over a remaining weighted-average period of 0.87 years.

10. Income Taxes

The Company’s effective tax rate may vary from the U.S. federal statutory tax rate due to the valuation allowance placed on deferred tax assets, change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses, stock award activities and other permanent differences between income before income taxes and taxable income. The Company’s effective tax rate for the three and six months ended June 30, 2026 was 5.7% and (0.7)%, respectively. The variance from the U.S. federal statutory tax rate of 21.0% for each of the three and six months ended June 30, 2026 was primarily due to the valuation allowance established on federal and state attributes, the tax impact of stock award activities, and the benefit related to research and development tax credits. The Company’s effective tax rate for each of the three and six months ended June 30, 2025 was (0.8)% and 0.0%, respectively. The variance from the U.S. federal statutory tax rate of 21.0% for each of the three and six months ended June 30, 2025 was primarily due to the valuation allowance established on federal and state attributes and the tax impact of stock award activities that was partially offset with the benefit related to research and development tax credits.

The Company considered the realizability of the deferred tax assets and recorded a valuation allowance as necessary for the amount of deferred tax assets which are not more likely than not to be realized as of June 30, 2026.

11. Net Loss Per Share

Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed based on the sum of the weighted average number of common shares and dilutive common shares outstanding during the period. As described in Note 8 – Stockholders' Equity, Earnout Shares issued in connection with the Business Combination are subject to vesting based on the VWAP of common shares during the earnout period. The Earnout Shares are excluded from the calculation of basic and diluted weighted-average number of common shares outstanding until vested.

The following table outlines the basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025:

						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except per share data)						2026						2025						2026						2025
Net loss						$	(5,859)					$	(15,875)					$	(13,566)					$	(34,075)
Weighted-average shares outstanding, basic and diluted						128,795						106,148						128,521						105,886
Net loss per share, basic and diluted						$	(0.05)					$	(0.15)					$	(0.11)					$	(0.32)

The following table outlines common share equivalents which were excluded from the computation of diluted net loss per share, as the effect of their inclusion would be anti-dilutive or the share equivalents were contingently issuable as of each period presented:

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			June 30,
			2026						2025
Options to purchase common stock issued and outstanding(1)			26,679,689						23,654,207
Earnout shares			16,292,542						16,292,542
Private placement warrants			8,233,333						8,233,333
Public warrants			7,666,667						7,666,667
Restricted stock units issued and outstanding			1,995,470						2,027,573
Forward purchase warrants			1,666,667						1,666,667
Backstop warrants			1,445,489						1,445,489
Shares expected to be purchased under employee stock purchase plan			61,591						1,036,822
Total anti-dilutive shares			64,041,448						62,023,300

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(1)Outstanding stock options include awards outstanding to employees of Ligand.

12. Segment Information

The Company operates under one reportable business segment, providing discovery research technology to enable the discovery of next-generation therapeutics. The determination of a single reportable business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

In addition to the significant expense categories included within the consolidated statements of operations, certain other disaggregated amounts that comprise research and development expenses and general and administrative expenses are reviewed by the CODM. These expenses consist of (1) personnel related expenses, including salaries, benefits and share-based compensation, (2) external expenses, including third-party costs for goods and services such as lab supplies and contract research, and (3) facility and other overhead expenses, including depreciation and occupancy costs.

The following table outlines information about segment revenues, significant segment expenses, and segment net loss for the three and six months ended June 30, 2026 and 2025:

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						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)						2026						2025						2026						2025
Revenue						$	13,415					$	3,897					$	27,842					$	8,051
Cost of xPloration revenue						610						262						625						265
Research and development expenses
Personnel related expenses						4,784						5,517						9,579						12,366
External expenses						3,035						3,249						6,175						6,972
Facility and other overhead expenses						1,767						2,098						3,472						4,128
Total research and development expenses						9,586						10,864						19,226						23,466
General and administrative expenses
Personnel related expenses						4,743						5,445						9,362						11,045
External expenses						1,701						2,035						3,495						4,085
Facility and other overhead expenses						209						204						415						469
Total general and administrative expenses						6,653						7,684						13,272						15,599
Amortization of intangibles						3,053						3,228						9,081						6,456
Other operating income (expense), net						150						(1,922)						104						(2,672)
Total costs and operating expenses						20,052						20,116						42,308						43,114
Total other income, net						425						463						989						1,001
Income tax benefit (expense)						353						(119)						(89)						(13)
Net loss						$	(5,859)					$	(15,875)					$	(13,566)					$	(34,075)

All long-term assets are maintained in, and all net losses are attributable to, the United States of America.

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