0001104659-26-023804 | 10-K | XBRL Viewer

Contract Acquisition Costs and Intangible Asset, and Goodwill - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Contract Acquisition Costs and Intangible Asset, and Goodwill
Contract acquisition costs, Gross Carrying Amount	$ 12,980	$ 12,980
Contract acquisition costs, Accumulated Amortization	(6,162)	(5,694)
Contract acquisition costs, Net Carrying Amount	6,818	7,286
Intangible asset, Gross Carrying Amount	5,620	5,620
Intangible asset, Accumulated Amortization	(2,668)	(2,464)
Intangible asset, Net Carrying Amount	$ 2,952	$ 3,156

Inventory

12 Months Ended

Dec. 31, 2025

Inventory

Inventory

3. Inventory

Inventories are stated at the lower of average cost or net realizable value and consist of the following:


		December 31,			December 31,
		2025			2024
Raw materials		$	8,547		$	3,737
Work in process			13,313			7,069
Finished goods			14,802			—
Inventory			36,662			10,806

Recognized as:
Inventory		$	23,802		$	241
Other assets			12,860			10,565

Amounts recognized as Other Assets are comprised entirely of raw materials and work in process inventories not expected to be sold within one year of the date of the consolidated balance sheet.

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements

2. Basis of Presentation, Significant Accounting Policies and Fair Value Measurements

Basis of Presentation

These consolidated financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair statement of the results for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our financial position, results of operations and cash flows are presented in U.S. Dollars.

Consolidation

The accompanying consolidated financial statements include our wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed to be reasonable under the circumstances. We evaluate our estimates on an ongoing basis, including those related to the valuation of stock-based awards, certain accruals, and intangible and contract acquisition cost amortization, and make changes to the estimates and related disclosures as our experience develops or new information becomes known. Actual results will most likely differ from those estimates.

Summary of Significant Accounting Policies

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023‑09, Improvements to Income Tax Disclosures. This guidance enhances the transparency and decision usefulness of income tax disclosures by requiring additional disaggregation of information related to the effective tax rate reconciliation, income taxes paid, and income tax expense and pretax income by jurisdiction.

We adopted ASU 2023‑09 effective December 31, 2025 and elected to apply the guidance on a retrospective basis. Accordingly, prior‑period income tax disclosures have been recast to conform to the current‑year presentation. The adoption of this guidance did not have an impact on our consolidated financial statements as the amendments relate solely to disclosure requirements.

The related enhanced disclosures are included in Note 10 Income Taxes.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). This guidance requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. Except for expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We do not expect the adoption of ASU 2025-05 to have a material effect on our consolidated financial statements taken as a whole.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash represents cash held at financial institutions that is pledged as collateral for a stand-by letter of credit related to one of our operating leases.

Accounts Receivable, Net

Accounts receivable, net consists of trade receivables which are amounts due from our customers related to product sales and from Sandoz related to service revenue. We record trade receivables net of discounts, chargebacks, and any allowances for potential credit losses. An allowance for credit losses is determined based on the financial condition and

creditworthiness of customers and we consider economic factors and events or trends expected to affect future collections experience. Any allowance would reduce the net receivables to the amount that is expected to be collected. We have not recorded any expected credit losses related to outstanding accounts receivable.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, and restricted cash. We are exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding our cash, cash equivalents, and restricted cash to the extent of amounts recorded on the consolidated balance sheet. Our cash, cash equivalents, and restricted cash are held at multiple accredited financial institutions. We have not experienced any losses on such accounts and do not believe that we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have exceeded and will continue to exceed federally insured limits.

We are exposed to risks associated with extending credit to customers related to service revenue and product sales. We do not require collateral to secure amounts due from customers. One customer accounted for 100% of service revenue, net. The following table presents the percentage of gross product sales for the years ended December 31, 2025, 2024 and 2023 and accounts receivable as of December 31, 2025 and 2024 for our significant customers:


	Percentage of Gross Product Sales						Percentage of Accounts Receivable
	Year Ended December 31,						December 31,
	2025		2024		2023		2025		2024
Customer A	51	%	—	%	—	%	41	%	—	%
Customer B	47	%	—	%	—	%	55	%	—	%

Prelaunch Inventory

We capitalize prelaunch inventory prior to receiving regulatory approval if regulatory approval and subsequent commercialization of a product is probable and we also expect future economic benefit from the sales of the product to be realized. Prior to this conclusion, we expense prelaunch inventory as research and development expense in the period incurred. For prelaunch inventory that is capitalized, we consider a number of specific facts and circumstances, including the product’s shelf life, the product’s current status in the development and regulatory approval process, results from related clinical trials, results from meetings with relevant regulatory agencies prior to the filing of regulatory applications, potential obstacles to the approval process, viability of commercialization and market trends.

Inventory

We value our inventories at the lower-of-cost or net realizable value on an average basis. We began capitalizing YUTREPIA in late 2023, when, based our assessment of the legal and regulatory process, we concluded that we met the criteria to capitalize expenditures for prelaunch inventory.

Inventories include the cost for materials, third party contract manufacturing and packaging services, and overhead associated with manufacturing. We perform an assessment of the recoverability of inventory during each reporting period and writes down any excess and obsolete inventories to their net realizable value in the period in which the impairment is first identified. If they occur, such impairment charges are recorded as a component of cost of product sales. Manufacturing cost is determined using an average cost method, which approximates actual cost. Inventory used for clinical development purposes is expensed to research and development expense when consumed.

Royalties

Royalties incurred in connection with our obligations are included in cost of product sales in the same period as the related product sales is recognized and are further described in Note 14 Commitments and Contingencies.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets beginning when the assets are placed in service. Estimated useful lives for the major asset categories are:


Lab and build-to-suit equipment (years)		5 - 7
Office equipment (years)		5
Furniture and fixtures (years)		10
Computer equipment (years)		3
Leasehold improvements		Lesser of life of the asset or remaining lease term

Major renewals and improvements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Maintenance and repairs are charged to operations as incurred. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation or amortization is removed from the accounts, and any gain or loss is included in operating expenses in the accompanying consolidated statements of operations and comprehensive loss.

Long-Lived Assets

We review long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. We also review for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, we perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred.

Goodwill

We assess goodwill for impairment at least annually as of July 1 or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For example, significant and unanticipated changes or our inability to obtain or maintain regulatory approvals for our products and product candidates, including any inability to maintain regulatory approval for YUTREPIA or any injunction requiring YUTREPIA to be removed from the market, could trigger testing of our goodwill for impairment at an interim date. We have one reporting unit. We have the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.

Per ASC 350, Intangibles Goodwill and Other, the quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. An impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the fair value up to the amount of goodwill allocated to the reporting unit. Income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit are considered when measuring the goodwill impairment loss, if applicable.

We completed our annual goodwill impairment test as of July 1, 2025 and concluded that no impairments had occurred. There have been no significant events or changes in circumstances which indicated that the carrying amount of goodwill was not recoverable subsequent to the assessment.

Leases

In accordance with ASC 842, Leases, we determine if an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the lease commencement date, we classify leases as operating or finance leases and record a right-of-use asset and a lease liability for all leases with an initial lease term of greater than 12 months based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, we use an estimate of its incremental borrowing rate based upon the available information at the lease commencement date. Operating lease expense is recognized on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less are not recorded in the balance sheet pursuant to the practical expedient available under ASC 842.

Acquired In-Process Research and Development Costs

Acquired in-process research and development (“IPR&D”) expense consists of payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under ASC 805, Business Combinations. Payments for acquired IPR&D as well as future product development milestones are initially treated as the acquisition of an asset but then immediately expensed as there is no future alternative use for the asset. These payments are reflected as a component of research and development expense as well as an investing activity outflow on our consolidated statements of cash flows due to the nature of the underlying acquisition of an asset. See Note 14 Commitments and Contingencies for further discussion of future product development milestones.

Long-term Debt

We recognized a liability related to amounts received pursuant to the HCR Agreement under ASC 470-10, Debt and ASC 835-30, Interest – Imputation of Interest. The liability will be accreted under the effective interest method based upon the amount of contractual future payments to be made pursuant to the HCR Agreement. Amendments are assessed under ASC 470 to determine the appropriate treatment as troubled debt restructurings, extinguishments or modifications. If the timing or amounts of any future payments change, we will prospectively adjust the effective interest and the related amortization of the liability.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, we assess the promised goods or services in the contract and identify each promised good or service that is distinct.

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We evaluate any non-cash consideration, consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price.

Revenue is measured based on consideration specified in a contract with a customer. We recognize revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of accounts receivable where the right of setoff exists.

Product Sales, Net

In the second quarter of 2025, YUTREPIA became available to patients with a prescription in the U.S. and we commenced commercial sales to customers. We sell YUTREPIA to customers, including specialty pharmacies and a specialty distributor who in turn sell YUTREPIA directly to patients, clinics, hospitals, and federal healthcare programs. We offer access programs to allow patients to obtain free prescription fills in certain circumstances. We exclude amounts related to these access programs from both gross and net revenue. The cost of product associated with such access programs is recognized as a selling, general and administrative cost in the consolidated statements of operations.

We have determined that the delivery of YUTREPIA to our customers constitutes a single performance obligation. There are no other promises to deliver goods or services beyond what is specified in each accepted customer order. Product sales are recognized at the transaction price when the customer obtains control of our product, which occurs at a point in time upon delivery of the product to the customer.

Product sales, net are recorded at the transaction price, which reflects gross product sales reduced by corresponding gross-to-net (“GTN”) adjustments, including estimated cash discounts, government chargebacks, government rebates, specialty distributor fees, copay assistance, and returns. These GTN adjustments represent variable consideration under ASC 606 and are estimated using the expected value method or most likely amount method and are recorded when revenue is recognized on the sale of the product. GTN adjustments are based on available information including the contractual terms with customers, historical trends, industry analogs, communications with customers, and the levels of inventory remaining in the distribution channel, as well as expectations about the market for the product and anticipated introduction of competitive products, in combination with management’s informed judgments. Overall, these reserves reflect our best estimates of the amount of net cash proceeds we expect to realize from collection of current period gross sales less fees, discounts, and allowances and future estimated cash disbursements for the various GTN categories discussed below.

The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price, only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from our original estimates, we will adjust these estimates, which would affect product sales and earnings in the period such variances become known.

GTN adjustments include:

●

Discounts for Prompt Payment: We estimate cash discounts based on contractual terms and expectations regarding future customer payment patterns. We expect our customers will earn 100% of their prompt payment discounts. These discounts are recorded in the same period the related revenue is recognized, resulting in a reduction of product sales and accounts receivable.

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Customer Discounts: We have contractual arrangements to provide for agreed upon discounts. These discounts are recorded in the same period the related revenue is recognized, resulting in a reduction of product sales and accounts receivable.

●

Specialty Distributor Fees: We pay fees to our specialty distributor for distribution services provided in connection with the sales of YUTREPIA. These specialty distributor fees are based on a contractually determined fixed percentage of sales. The adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product sales and the establishment of a current liability which is included in accrued expenses.

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Government Chargebacks: Fees and discounts to qualified government healthcare providers represent the estimated obligations resulting from contractual commitments to sell products to qualified U.S. Department of Veterans Affairs hospitals and 340B entities at prices lower than the list prices charged to customers who directly purchase the product from us. The 340B Drug Discount Program is a U.S. federal government program created in 1992 that requires drug manufacturers to provide outpatient drugs to eligible health care organizations and covered entities at significantly reduced prices. Customers charge us for the difference between what they pay for the product and the statutory selling price to the qualified government entity. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a corresponding reduction of either accounts receivables or establishment of a current liability. Chargeback amounts are generally determined at the time of resale to the qualified government healthcare provider by customers, and we generally issue credits for such amounts within a few weeks after the customer notifies us of the resale. Reserves for chargebacks consist of chargebacks that customers have claimed, but for which we have not yet issued a credit and credits that we expect to issue for product that has been recognized as revenue, but which remains in the distribution channel inventories at the end of each reporting period. There may be significant lag time between our reported net product sales and receipt of the corresponding government chargeback claims from our customers.

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Product Returns Allowances: Customers are contractually permitted to return purchased products only if the product is damaged or defective upon delivery or as required under applicable law. We estimate expected product returns for its allowance based on our expected returns volume. When historical data is available, we will use historical return rates of the product. Returned product is typically destroyed, since returns are generally only permitted due to damage and cannot be resold. These allowances are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses.

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Managed Care Rebates: We are subject to rebates in connection with our agreements with certain contracted payors. We estimate our managed care rebates based on our estimated payor mix and the applicable contractual rebate rate and estimated future claims that we expect to receive, which considers an estimate for inventory in the distribution channel. These adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses.

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Manufacturer Discount Program (“MDP”) Rebates: Under the Inflation Reduction Act (“IRA”) manufacturers are generally required to pay (1) a 10% rebate on Medicare Part D program drugs in the initial coverage phase (the phase during which the patient has satisfied the deductible and incurred costs less than the out-of-pocket threshold) and (2) a 20% rebate on Medicare Part D program drugs when a beneficiary enters the catastrophic coverage phase (the phase after the patient has incurred costs greater than or equal to the out-of-pocket

threshold). We estimate our MDP rebates based on our estimate of the portion sales attributed to patients covered by Medicare Part D plans. These adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses.

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Medicaid Rebates: We are subject to discount obligations under state government-managed Medicaid programs, whereby rebates are issued to participating state governments. These rebates arise when a patient treated with YUTREPIA is covered under Medicaid, resulting in a discounted price under the applicable Medicaid program. We estimate the portion of sales attributed to Medicaid patients and the estimated rebates to be paid to the respective state Medicaid programs. These rebates consist of estimates of claims for the current quarter and estimated future claims that will be made for product that has been recognized as revenue, but which remains in the distribution channel inventories at the end of each reporting period. There may be a significant time lag between our reported net product sales and receipt of the corresponding rebate notices from each state (generally several months or longer). Our estimates are based on estimates obtained from similar products in the industry as supplemented by management’s judgment. When historical data is available, we will use historical claim levels by the state, as supplemented by management’s judgment. These adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses.

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Copay Programs: We offer a copay assistance program, which is intended to provide financial assistance to qualified commercially insured patients with prescription drug co-payments required by payors. The calculation of the accrual for copay assistance is based on an estimate of claims and the cost per claim that we expect to receive associated with product that has been recognized as revenue but remains in the distribution channel inventories at the end of each reporting period. Estimates are based on similar products in the industry as supplemented by management’s judgment. When historical data is available, we will use actual program participation and estimates of program redemption using data provided by the third party that administers the copay program. These adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses.

Service Revenue, Net

Services revenues, net are generated from the promotional services we perform to encourage the appropriate use of Treprostinil Injection in the U.S. under our Promotion Agreement with Sandoz. In exchange for conducting these promotional services, we are entitled to receive a share of Net Profits (as defined within the Promotion Agreement) based on specified profit levels. The share of Net Profits received is subject to adjustments from Sandoz for certain items, such as distributor chargebacks, rebates, inventory returns, inventory write-offs and other adjustments.

We have determined that the performance of the promotional services constitutes a single performance obligation and recognize revenue as we satisfy our performance obligation. The transaction price is equal to our share of Net Profits. We expect to refund certain amounts to Sandoz through a reduction of the cash received from future Net Profits generated under the Promotion Agreement. As of December 31, 2025 and 2024, a $1.0 million and $2.0 million refund liability, respectively, is offset against accounts receivable from Sandoz related to expected refund amounts.

Research and Development Expense

Research and development costs are expensed as incurred in accordance with ASC 730, Research and Development and include facility-related costs related to research and development activities, direct costs from third parties, such as CROs, CMOs, and consultants, as well as employee-related expenses, including salaries, benefits, and stock-based compensation. Research and development expenses also include costs of acquired product licenses and related technology rights where there is no alternative future use.

Accrued Research and Development Expenses

As part of the process of preparing the consolidated financial statements, we are required to estimate accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our consolidated financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of these estimates with the service providers and make adjustments if necessary.

The significant estimates in our accrued research and development expenses are related to expenses incurred with respect to CROs, CMOs and other vendors in connection with research and development and manufacturing activities. The financial terms of our agreements with CROs and CMOs are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from such estimate, we adjust the accrual or prepaid expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period. There have been no material changes in estimates for the periods presented.

Patent Maintenance

We are responsible for all patent costs, past and future, associated with the preparation, filing, prosecution, issuance, maintenance, enforcement and defense of United States patent applications to which we have rights other than those patents that we license from Pharmosa that are not specific to L606. Such costs are recorded as general and administrative expenses as incurred. To the extent that our licensees share these costs, such benefit is recorded as a reduction of the related expenses.

Stock-Based Compensation

We estimate the grant date fair value of stock-based awards and amortize this fair value to compensation expense over the requisite service period or the vesting period of the respective award. In arriving at stock-based compensation expense, we estimate the number of stock-based awards that will be forfeited due to employee turnover. The forfeiture assumption is based primarily on turn-over historical experience. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in our financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment will be made to lower the estimated forfeiture rate, which will result in an increase to expense recognized in our financial statements. The expense we recognize in future periods will be affected by changes in the estimated forfeiture rate and may differ from amounts recognized in the current period. See Note 9 Stock-Based Compensation.

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents.

Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Due to their anti-dilutive effect, the calculation of diluted net loss per share excludes the following common stock equivalent shares:


	Year Ended
	December 31,
	2025	2024	2023
Stock Options	8,763,041	9,288,028	9,513,039
Restricted Stock Units	4,734,627	3,049,830	1,685,532
Warrants	303,493	450,000	450,000
Total	13,801,161	12,787,858	11,648,571

Certain common stock warrants are included in the calculation of basic and diluted net loss per share since their exercise price is de minimis.

Income Taxes

The asset and liability method is used in our accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. We record a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain.

A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not that the net deferred tax assets will not be realized.

We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Fair Value Measurements

ASC 825, Financial Instruments defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). 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. ASC 825 establishes a three-tiered approach for valuation of financial instruments, which requires that fair value measurements be classified and disclosed in one of three tiers, whether or not recognized on our consolidated balance sheets at fair value. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs other than quoted prices included in active markets that are observable for the asset or liability, either directly or indirectly; and

Level 3 — Unobservable inputs for the asset and liability used to measure fair value, to the extent that observable inputs are not available.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table presents the placement in the fair value hierarchy of financial assets and liabilities measured at fair value as of December 31, 2025 and December 31, 2024:

 

Quoted

 

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Carrying

December 31, 2025

(Level 1)

(Level 2)

(Level 3)

Value

Money market funds (cash equivalents)

174,828

—

174,828

 

Quoted

 

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Carrying

December 31, 2024

(Level 1)

(Level 2)

(Level 3)

Value

Money market funds (cash equivalents)

170,672

—

170,672

Money market funds are included in cash and cash equivalents on our consolidated balance sheet and are classified within Level 1 of the fair value hierarchy since they are valued using quoted market prices.

Other Fair Value Disclosures

The carrying amounts reflected in our consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to their short-term nature.

The carrying value and fair value of long-term debt as of December 31, 2025 and December 31, 2024 is as follows:


	December 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	$	191,341	$	203,300	$	113,284	$	110,174

The fair value is estimated using Level 3 inputs based on a discounted cash flow model incorporating company-specific projections and a market-based discount rates of 12.4% to 12.7% as of December 31, 2025 and 15.6% to 17.6% as of December 31, 2024, based on the tenor of the contractual payment, and reflective of debt with similar risk characteristics.

Leases - Remaining Lease Term and Discount Rates (Details)	Dec. 31, 2025
Leases
Weighted average remaining lease term, Operating leases	6 years
Weighted average discount rate, Operating leases	15.20%

Segment Information (Details) $ in Thousands	12 Months Ended
Segment Information (Details) $ in Thousands	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Segment Information
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Revenues:	$ 158,320	$ 13,996	$ 17,488
Income (loss) from operations	(51,376)	(121,294)	(73,384)
Other income (expense), net	(17,548)	(6,997)	(5,118)
Net loss	(68,924)	(128,291)	(78,502)
Product sales, net
Segment Information
Revenues:	148,288
Cost of revenue	8,824
Service revenue, net
Segment Information
Revenues:	10,032	13,996	17,488
Cost of revenue	4,418	5,879	2,888
Single reportable segment
Segment Information
Revenues:	158,320	13,996	17,488
Program expenses	75,483	50,124	36,346
Non-program expenses	21,967	15,530	12,854
Personnel, including stock-based compensation	99,004	63,757	38,784
Income (loss) from operations	(51,376)	(121,294)	(73,384)
Other income (expense), net	(17,548)	(6,997)	(5,118)
Net loss	(68,924)	(128,291)	(78,502)
Single reportable segment \| Product sales, net
Segment Information
Revenues:	148,288
Cost of revenue	8,824
Single reportable segment \| Service revenue, net
Segment Information
Revenues:	10,032	13,996	17,488
Cost of revenue	4,418	5,879	2,888
Single reportable segment \| YUTREPIA
Segment Information
Program expenses	55,441	37,352	23,487
Single reportable segment \| L606
Segment Information
Program expenses	19,678	12,052	12,551
Single reportable segment \| Generic Treprostinil
Segment Information
Program expenses	$ 364	$ 720	$ 308

Contract Acquisition Costs and Intangible Asset, and Goodwill - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2020
Contract Acquisition Costs and Intangible Asset
Contract acquisition costs, amortization expense	$ 500	$ 600	$ 600
Intangible asset, amortization expense	200	300	$ 300
Goodwill	$ 3,903	$ 3,903
Liquidia PAH
Contract Acquisition Costs and Intangible Asset
Goodwill				$ 3,900

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2025

Stockholders' Equity

Stockholders' Equity

8. Stockholders’ Equity

Authorized Capital

As of December 31, 2025, the authorized capital of the Company consists of 125,000,000 shares of capital stock, $0.001 par value per share, of which 115,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock.

Common Stock

Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of the common stock shall be entitled to receive that portion of the remaining funds to be distributed to the stockholders, subject to the liquidation preferences of any outstanding preferred stock, if any. Such funds shall be paid to the holders of common stock on the basis of the number of shares so held by each of them.

Issuance of Common Stock on September 11, 2024 from an Underwritten Public Offering and Private Placement

In September 2024, we sold 6,460,674 shares of our common stock in an underwritten registered public offering at an offering price of $8.90 per share (the “2024 Offering”) for gross proceeds of approximately $57.5 million, before deducting offering costs of approximately $3.8 million.

A fund affiliated with Paul B. Manning, a member of our Board of Directors, participated in the 2024 Offering and purchased shares of common stock in an aggregate amount of approximately $3.0 million at the public offering price per share and on the same terms as the other purchasers in the 2024 Offering.

Concurrently with the 2024 Offering referenced above, we entered into a common stock purchase agreement with funds managed by Caligan Partners LP (“Caligan”), our largest stockholder, for the sale by us in a private placement of an aggregate of 1,123,595 shares of our common stock at a purchase price of $8.90 per share for gross and net proceeds of approximately $10.0 million.

Issuance of Common Stock on January 4, 2024 from a Private Placement

On January 4, 2024, we entered into a common stock purchase agreement with Legend Aggregator, LP for the sale by us in a private placement (the “2024 Private Placement”) of an aggregate of 7,182,532 shares of our common stock at a purchase price of $10.442 per share. The 2024 Private Placement closed on January 8, 2024, and we received gross proceeds of approximately $75.0 million, before deducting offering costs of less than $0.1 million.

Warrants

During the years ended December 31, 2025, 2024 and 2023, 459,315, 9,175, and no warrants to purchase shares of common stock were exercised, respectively. Outstanding warrants consisted of the following as of December 31, 2025:


Number of
warrants		Exercise Price			Expiration Date
47,082		$	0.02		December 31, 2026

- Definition

The entire disclosure for equity.

+ References

+ Details

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Integrated Risk Management Our cybersecurity risk management program is an important component of, and is integrated into, our overall risk management process. Our Board, acting primarily through the Audit Committee, actively oversees the strategic direction, objectives and effectiveness of our risk management practices, including cybersecurity risk management, while management is responsible for the day-to-day management of the Company’s risk exposure, subject to the direction and objectives established by our Board. As an important component of our risk management process, management reviews risks from cybersecurity threats and our programs for evaluating, mitigating and educating its employees regarding cybersecurity risks. The program includes a comprehensive set of security policies and procedures, including regular network and endpoint monitoring, managed detection and response, system patching, managed security services, server and endpoint scheduled backups, awareness training and testing, periodic vulnerability assessments and penetration testing, to update our ongoing cybersecurity risk identification and mitigation efforts. We have also implemented a well-established incident response plan to address cybersecurity threats and incidents related to operational risk, intellectual property theft, reputational risks, fraud and extortion, harm to the personal identifying data of employees or customers, violations of laws, and other risks, including procedures for (i) detection and analysis, (ii) containment and eradication, (iii) remediation and (iv) preparation for future incidents. These processes are aligned with standard industry frameworks, such as the National Institute of Standards and Technology, Committee of Sponsoring Organizations and International Organization for Standardization 27001, and other industry standards. Engagement of Third-party Support To further improve the effectiveness of our cybersecurity risk management program, we engage third-party service providers to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of cybersecurity controls. Third-party Risk Management We also implement third-party risk assessments to identify, assess and monitor material risks from cybersecurity threats associated with the use of any third-party vendor who interacts with our technology infrastructure or our confidential, proprietary, or personal information, or is otherwise part of our supply chain. These assessments include identifying and evaluating cybersecurity risks as part of the due diligence conducted prior to the selection of third-party service providers, recurring risk assessments to ensure such third-party vendors have acceptable levels of cybersecurity controls in place and ongoing monitoring to address material cybersecurity risks that may arise from such third-party relationships. Impact of Risks from Cybersecurity Threats We do not believe that any of the risks from cybersecurity threats we have faced to date have materially affected, or currently viewed as reasonably likely to materially affect, the Company, our business strategy, results of operations or financial condition. However, the scope and impact of any future cybersecurity threats cannot be predicted and there can be no assurance that our cybersecurity risk management program will be effective in preventing material cybersecurity threats in the future. For a description of the risks from cybersecurity threats that may materially affect us, including our results of operations and financial condition, see Item 1A. Risk Factors – We are subject to information technology systems failures, security breaches, loss or leakage of data, technological malfunctions or other disruptions, which could result in, among other things, material disruption of our product development programs, financial losses, the inability to process transactions, the unauthorized release of confidential information and reputational risk, restrictions on accessing critical information and potential exposure to liability, all of which would negatively impact our business, financial condition or results of operations.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Integrated Risk Management Our cybersecurity risk management program is an important component of, and is integrated into, our overall risk management process. Our Board, acting primarily through the Audit Committee, actively oversees the strategic direction, objectives and effectiveness of our risk management practices, including cybersecurity risk management, while management is responsible for the day-to-day management of the Company’s risk exposure, subject to the direction and objectives established by our Board. As an important component of our risk management process, management reviews risks from cybersecurity threats and our programs for evaluating, mitigating and educating its employees regarding cybersecurity risks. The program includes a comprehensive set of security policies and procedures, including regular network and endpoint monitoring, managed detection and response, system patching, managed security services, server and endpoint scheduled backups, awareness training and testing, periodic vulnerability assessments and penetration testing, to update our ongoing cybersecurity risk identification and mitigation efforts. We have also implemented a well-established incident response plan to address cybersecurity threats and incidents related to operational risk, intellectual property theft, reputational risks, fraud and extortion, harm to the personal identifying data of employees or customers, violations of laws, and other risks, including procedures for (i) detection and analysis, (ii) containment and eradication, (iii) remediation and (iv) preparation for future incidents. These processes are aligned with standard industry frameworks, such as the National Institute of Standards and Technology, Committee of Sponsoring Organizations and International Organization for Standardization 27001, and other industry standards.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	The Board has oversight responsibility for the Company’s overall risk management framework. The Board, acting primarily through the Audit Committee, is also responsible for oversight of our risk management practices, including as to cybersecurity, while management is responsible for the day-to-day risk management processes. The Board receives periodic reports from management regarding the risks facing the Company, including cybersecurity risks. In addition, the Audit Committee assists the Board in its oversight role by receiving regular reports from management regarding risks associated with technology, information systems and controls and security, including risks related to data security, cybersecurity and data privacy and the effectiveness of the Company’s security controls, systems and policies.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Board has oversight responsibility for the Company’s overall risk management framework. The Board, acting primarily through the Audit Committee, is also responsible for oversight of our risk management practices, including as to cybersecurity, while management is responsible for the day-to-day risk management processes. The Board receives periodic reports from management regarding the risks facing the Company, including cybersecurity risks. In addition, the Audit Committee assists the Board in its oversight role by receiving regular reports from management regarding risks associated with technology, information systems and controls and security, including risks related to data security, cybersecurity and data privacy and the effectiveness of the Company’s security controls, systems and policies.
Cybersecurity Risk Role of Management [Text Block]	Our management and information technology teams, collectively, have decades of experience in the areas of information technology, finance, legal, human resources, data privacy and risk management. Our internal information technology organization, overseen by our Chief Accounting Officer, is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. The day-to-day activities of our information technology organization are managed by our current head of information technology, who has more than 25 years of experience in information technology systems and cybersecurity, including experience in safeguarding and monitoring networks and systems, responding to incidents, and reducing the risk of business exposure. The information technology organization also engages legal and cybersecurity professionals with appropriate subject matter expertise in support of its cybersecurity efforts. The information technology organization manages and continually enhances our enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system resilience to minimize the business impact should an incident occur. Incident responses under our cybersecurity incident response plan are led by our incident response team, consisting of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Human Resources Officer and head of information technology, and supported by Legal, Compliance and other functions as appropriate. The incident response team, in connection with outside legal and cybersecurity advisors, is responsible for investigating suspected cybersecurity incidents, taking appropriate steps to contain, mitigate or resolve a cybersecurity incident and reporting findings to management. In the event of a cybersecurity incident, our General Counsel is responsible for convening a materiality incident response team to assess the materiality of cybersecurity incidents meeting certain escalation criteria. Through ongoing communications with the incident response team, management is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents and progress on cybersecurity initiatives. Management provides regular updates to the Audit Committee and the Board concerning the Company’s technology and cybersecurity programs, associated risks and our efforts to help mitigate those risks.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Chief Accounting Officer
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The day-to-day activities of our information technology organization are managed by our current head of information technology, who has more than 25 years of experience in information technology systems and cybersecurity, including experience in safeguarding and monitoring networks and systems, responding to incidents, and reducing the risk of business exposure.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Incident responses under our cybersecurity incident response plan are led by our incident response team, consisting of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Human Resources Officer and head of information technology, and supported by Legal, Compliance and other functions as appropriate. The incident response team, in connection with outside legal and cybersecurity advisors, is responsible for investigating suspected cybersecurity incidents, taking appropriate steps to contain, mitigate or resolve a cybersecurity incident and reporting findings to management. In the event of a cybersecurity incident, our General Counsel is responsible for convening a materiality incident response team to assess the materiality of cybersecurity incidents meeting certain escalation criteria. Through ongoing communications with the incident response team, management is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents and progress on cybersecurity initiatives. Management provides regular updates to the Audit Committee and the Board concerning the Company’s technology and cybersecurity programs, associated risks and our efforts to help mitigate those risks.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Contract Acquisition Costs and Intangible Asset, and Goodwill (Tables)

12 Months Ended

Dec. 31, 2025

Contract Acquisition Costs and Intangible Asset, and Goodwill

Schedule of contract acquisition costs and intangible asset


		December 31, 2025							December 31, 2024
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Contract acquisition costs		$	12,980	$	(6,162)	$	6,818		$	12,980	$	(5,694)	$	7,286
Intangible asset		$	5,620	$	(2,668)	$	2,952		$	5,620	$	(2,464)	$	3,156

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Fair Value of Financial Assets and Financial Liabilities (Details) $ in Thousands	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Other Fair Value Disclosures
Debt Instrument, Measurement Input [Extensible Enumeration]	us-gaap:MeasurementInputDiscountRateMember	us-gaap:MeasurementInputDiscountRateMember
Estimate of Fair Value Measurement
Other Fair Value Disclosures
Long-term debt, including amounts due within one year	$ 203,300	$ 110,174
Reported Value Measurement
Other Fair Value Disclosures
Long-term debt, including amounts due within one year	191,341	113,284
Reported Value Measurement \| Money market funds (cash equivalents)
Fair Value of Financial Instruments
Money market funds	174,828	170,672
Fair Value, Inputs, Level 1 \| Estimate of Fair Value Measurement \| Money market funds (cash equivalents)
Fair Value of Financial Instruments
Money market funds	$ 174,828	$ 170,672
Minimum
Other Fair Value Disclosures
Debt instrument, measurement input	0.124	0.156
Maximum
Other Fair Value Disclosures
Debt instrument, measurement input	0.127	0.176

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases

Schedule of lease cost, weighted average remaining lease term and discount rates


		Year Ended December 31,
	Classification	2025		2024		2023
Operating lease cost:
Fixed lease cost	Selling, general, and administrative	$	1,254	$	82	$	78
Fixed lease cost	Research and development		—		740		702
Finance lease cost:
Amortization of lease assets	Selling, general, and administrative		22		—		—
Amortization of lease assets	Research and development		—		89		96
Interest on lease liabilities	Interest expense		1		7		15
Total Lease Cost		$	1,277	$	918	$	891

The weighted average remaining lease term and discount rates as of December 31, 2025 were as follows:


Weighted average remaining lease term (years):
Operating leases	6.0
Weighted average discount rate:
Operating leases	15.2	%

Schedule of lease liability maturities

Lease liability maturities as of December 31, 2025, were as follows:



Year ending December 31:		Total
2026		$	1,442
2027			1,643
2028			1,692
2029			1,743
2030			1,795
Thereafter			1,849
Total minimum lease payments			10,164
Less: interest			(3,578)
Present value of lease liabilities		$	6,586

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Concentration of Credit Risk (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2025 USD ($)
Customer A \| Accounts Receivable
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Concentration risk, percentage	41.00%
Customer B \| Accounts Receivable
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Concentration risk, percentage	55.00%
Product sales \| Customer A \| Revenue from Contract with Customer
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Concentration risk, percentage	51.00%
Product sales \| Customer B \| Revenue from Contract with Customer
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Concentration risk, percentage	47.00%
Service revenue \| Revenue from Contract with Customer
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Number of customers	1
Service revenue \| Customer A \| Revenue from Contract with Customer
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Concentration risk, percentage	100.00%

Segment Information (Tables)

12 Months Ended

Dec. 31, 2025

Segment Information

Schedule of segment revenue, segment loss, and significant segment expenses


	Year Ended December 31,
	2025		2024		2023
Revenues:
Product sales, net	$	148,288	$	—	$	—
Service revenue, net		10,032		13,996		17,488
Total revenue		158,320		13,996		17,488
Cost of product sales		8,824		—		—
Cost of service revenue		4,418		5,879		2,888
Program expenses ⁽¹⁾
YUTREPIA		55,441		37,352		23,487
L606		19,678		12,052		12,551
Generic Treprostinil		364		720		308
Total program expenses		75,483		50,124		36,346
Non-program expenses ⁽²⁾		21,967		15,530		12,854
Personnel, including stock-based compensation		99,004		63,757		38,784
Income (loss) from operations		(51,376)		(121,294)		(73,384)
Other income (expense), net		(17,548)		(6,997)		(5,118)
Net loss	$	(68,924)	$	(128,291)	$	(78,502)

(1)

Includes external research and development and selling, general and administrative expenses

(2)

Includes professional service fees, facilities & infrastructure expenses, insurance, depreciation & amortization, and other corporate expenses

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2025

Long-term Debt

Schedule of changes in the liability related to HCR agreement


Balance as of December 31, 2024	$	113,284
Accretion		3,823
Payments		(2,122)
Funding, net of fees⁽¹⁾		24,975
Balance as of March 17, 2025	$	139,960
Accretion		5,972
Payments		(2,854)
Funding, net of fees⁽²⁾		50,000
Balance as of June 23, 2025	$	193,078
Accretion		14,377
Payments		(16,114)
Balance as of December 31, 2025	$	191,341
Less: current portion of long-term debt		(58,406)
Long-term portion of long-term debt	$	132,935

(1)

On March 17, 2025, we entered into the Sixth Amendment to the HCR Agreement pursuant to which HCR made an additional $100.0 million available for funding in three tranches. On March 17, 2025, $25.0 million of the additional $100.0 million was funded.

(2)

On June 23, 2025, $50.0 million was funded by HCR following first commercial sale of YUTREPIA.

Schedule of expected annual payments on long-term debt

The fixed contractual annual payments on long-term debt as of December 31, 2025 are as follows:


Year ending December 31:
2026	$	58,406
2027		47,145
2028		54,526
2029		36,865
2030		31,314
Thereafter		50,397
Total	$	278,653

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment

Property, Plant and Equipment

4. Property, Plant and Equipment

Property, plant and equipment consisted of the following:


		December 31,			December 31,
		2025			2024
Lab and build-to-suit equipment		$	5,231		$	6,918
Office equipment			7			7
Furniture and fixtures			497			481
Computer and other equipment			1,958			741
Leasehold improvements			13,028			12,959
Construction-in-progress			5,091			3,001
Total property, plant and equipment			25,812			24,107
Accumulated depreciation and amortization			(13,968)			(15,809)
Property, plant and equipment, net		$	11,844		$	8,298

We recorded depreciation and amortization expense related to property, plant and equipment of $0.9 million, $0.8 million, and $1.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Maintenance and repairs are expensed as incurred and were $0.5 million, $0.3 million, and $0.3 million for the years ended December 31, 2025, 2024 and 2023.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2025

Stockholders' Equity

Schedule of outstanding warrants

Outstanding warrants consisted of the following as of December 31, 2025:


Number of
warrants		Exercise Price			Expiration Date
47,082		$	0.02		December 31, 2026

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Estimated Useful Lives for Major Asset Categories (Details)	Dec. 31, 2025
Lab and build-to-suit equipment \| Minimum
Property, Plant and Equipment
Property, plant and equipment, useful life	5 years
Lab and build-to-suit equipment \| Maximum
Property, Plant and Equipment
Property, plant and equipment, useful life	7 years
Office equipment
Property, Plant and Equipment
Property, plant and equipment, useful life	5 years
Furniture and fixtures
Property, Plant and Equipment
Property, plant and equipment, useful life	10 years
Computer equipment
Property, Plant and Equipment
Property, plant and equipment, useful life	3 years
Leasehold improvements
Property, Plant and Equipment
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

Property, Plant and Equipment - Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment
Depreciation and amortization expense	$ 0.9	$ 0.8	$ 1.2
Maintenance and repairs	$ 0.5	$ 0.3	$ 0.3

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment

Schedule of Property, plant and equipment


		December 31,			December 31,
		2025			2024
Lab and build-to-suit equipment		$	5,231		$	6,918
Office equipment			7			7
Furniture and fixtures			497			481
Computer and other equipment			1,958			741
Leasehold improvements			13,028			12,959
Construction-in-progress			5,091			3,001
Total property, plant and equipment			25,812			24,107
Accumulated depreciation and amortization			(13,968)			(15,809)
Property, plant and equipment, net		$	11,844		$	8,298

Leases - Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases
Total Lease Cost	$ 1,277	$ 918	$ 891
Research and development
Leases
Fixed lease cost		740	702
Amortization of lease assets		89	96
General and administrative
Leases
Fixed lease cost	1,254	82	78
Amortization of lease assets	22
Interest expense
Leases
Interest on lease liabilities	$ 1	$ 7	$ 15

Long-term Debt - Summary (Details) $ in Thousands			3 Months Ended		6 Months Ended
Long-term Debt - Summary (Details) $ in Thousands	Jun. 23, 2025 USD ($)	Mar. 17, 2025 USD ($) tranche	Jun. 23, 2025 USD ($)	Mar. 17, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Long-Term Debt
Beginning balance			$ 139,960	$ 113,284	$ 193,078
Accretion			5,972	3,823	14,377
Payments			(2,854)	(2,122)	(16,114)
Funding, net of fees			50,000	24,975
Ending balance	$ 193,078	$ 139,960	$ 193,078	$ 139,960	191,341
Less: current portion of long-term debt					(58,406)	$ (18,016)
Long-term portion of long-term debt					$ 132,935	$ 95,268
Sixth Amendment to HCR Agreement
Long-Term Debt
Number of tranches \| tranche		3
RIFA, amount funded	$ 50,000	$ 25,000
Revenue interest financing agreement		$ 100,000

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Other (Details) $ in Millions		12 Months Ended
	Jul. 01, 2025 USD ($)	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($)
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Impairment of long-lived assets		$ 0.0
Number of reporting units \| item		1
Impairment of goodwill	$ 0.0
Prompt payment discounts, percentage		100.00%
Sandoz
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements
Contract with Customer, Refund Liability		$ 1.0	$ 2.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482836/275-10-55-18

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 954
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478785/954-310-50-2

+ Details

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

Leases - Lease Liability Maturities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Operating Leases
Payment obligations	$ 36,300
Unrecorded Unconditional Purchase Obligation, Category [Extensible Enumeration]	us-gaap:OperatingLeaseLeaseNotYetCommencedMember
Total
2026	$ 1,442
2027	1,643
2028	1,692
2029	1,743
2030	1,795
Thereafter	1,849
Total minimum lease payments	10,164
Less: interest	(3,578)
Present value of lease liabilities	$ 6,586

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Accrued Expenses and Other Current Liabilities
Accrued compensation	$ 20,319	$ 10,251
Accrued gross-to-net deductions	35,491
Accrued research and development expenses	3,229	2,495
Accrued inventory costs	5,757	1,641
Accrued other expenses	8,401	4,272
Total accrued expenses and other current liabilities	$ 73,197	$ 18,659

Leases

12 Months Ended

Dec. 31, 2025

Leases

Leases

11. Leases

In June 2025, we entered into a non-cancelable operating lease for a second manufacturing and office space in Morrisville, North Carolina that consists of approximately 70,131 square feet of space. The lease expires on November 1, 2036, with the option to extend for two additional periods of five years each with appropriate notice. The payments under this lease are subject to escalation clauses. The lease is not expected to commence until late 2026. As the lease commencement date has not yet occurred, no right-of-use asset or lease liability has been recognized in the current period consolidated financial statements. Concurrent with the execution of the lease, we provided the landlord an automatically renewable stand-by letter of credit in the amount of $3.3 million. The stand-by letter of credit is collateralized by a high-yield savings account, which is classified as restricted cash, long-term in our consolidated balance sheets.

We are also party to a non-cancelable operating lease for our laboratory, manufacturing and office space in Morrisville, North Carolina. The lease expires on December 31, 2031, with an option to extend for an additional period of five years with appropriate notice. We have not included the optional extension period in the measurement of lease liabilities because it is not reasonably certain that we will exercise the option to extend. The payments under this lease are subject to escalation clauses.

Operating lease cost is allocated between inventory, research and development, and selling, general, and administrative expenses based on the usage of the leased facilities. The related right-of-use assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset.

Lease Balances, Costs, and Future Minimum Payments

Leases with an initial term of 12 months or less are not recorded on the balance sheet. As of December 31, 2025, we have not entered into any short-term leases. For lease agreements entered into or reassessed after the adoption of ASC 842 Leases, we combine lease and non-lease components, if any. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Our lease cost is reflected in the accompanying statements of operations and comprehensive loss as follows:


		Year Ended December 31,
	Classification	2025		2024		2023
Operating lease cost:
Fixed lease cost	Selling, general, and administrative	$	1,254	$	82	$	78
Fixed lease cost	Research and development		—		740		702
Finance lease cost:
Amortization of lease assets	Selling, general, and administrative		22		—		—
Amortization of lease assets	Research and development		—		89		96
Interest on lease liabilities	Interest expense		1		7		15
Total Lease Cost		$	1,277	$	918	$	891

The weighted average remaining lease term and discount rates as of December 31, 2025 were as follows:


Weighted average remaining lease term (years):
Operating leases	6.0
Weighted average discount rate:
Operating leases	15.2	%

The discount rate for leases was estimated based upon market rates of collateralized loan obligations of comparable companies on comparable terms at the time of lease inception.

Lease liability maturities as of December 31, 2025, were as follows:



Year ending December 31:		Total
2026		$	1,442
2027			1,643
2028			1,692
2029			1,743
2030			1,795
Thereafter			1,849
Total minimum lease payments			10,164
Less: interest			(3,578)
Present value of lease liabilities		$	6,586

The table above excludes $36.3 million of estimated fixed payment obligations under our lease for a second manufacturing and office space in Morrisville, North Carolina that has not yet commenced.

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventory
Raw materials	$ 8,547	$ 3,737
Work in process	13,313	7,069
Finished goods	14,802
Inventory	36,662	10,806
Recognized as: Inventory	23,802	241
Other assets
Inventory
Recognized as: Other assets	$ 12,860	$ 10,565

Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Amount
U.S. Federal Statutory Tax Rate	$ (14,474)	$ (26,941)	$ (16,486)
State and Local Income Taxes, Net of Federal Income Tax Effect	$ (13)	$ (15)	$ (6)
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration]	stpr:TN	stpr:NC	stpr:NC
Tax Credits
Research and development tax credits	$ (3,338)
Changes in Valuation Allowances	16,033	$ 23,726	$ 11,723
Nontaxable or Nondeductible Items
Share-based payment awards	1,507	2,301	4,290
Other	(25)	897	493
Changes in Unrecognized Tax Benefits	294
Other Adjustments
Other adjustments	16	32	(14)
Effective Tax Rate	$ 0	$ 0	$ 0
Tax Jurisdiction of Domicile [Extensible Enumeration]	country:US	country:US	country:US
% of Pretax Earnings
U.S. Federal Statutory Tax Rate, percentage	21.00%	21.00%	21.00%
State and Local Income Taxes, Net of Federal Income Tax Effect, percentage	0.02%	0.01%	0.01%
Tax Credits
Research and development tax credits, percentage	4.84%
Changes in Valuation Allowances, percentage	(23.26%)	(18.50%)	(14.94%)
Nontaxable or Nondeductible Items
Share-based payment awards, percentage	(2.19%)	(1.79%)	(5.46%)
Other, percentage	0.04%	(0.70%)	(0.63%)
Changes in Unrecognized Tax Benefits, percentage	(0.43%)
Other Adjustments
Other adjustments, percentage	(0.02%)	(0.02%)	0.02%
Effective Tax Rate, percentage	0.00%	0.00%	0.00%

Stock-Based Compensation - Unamortized Compensation Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Employee Stock Option
Stock-Based Compensation
Unamortized Expense	$ 2,248
Weighted Average Remaining Recognition Period (Years)	9 months 18 days
Restricted and performance stock units
Stock-Based Compensation
Unamortized Expense	$ 37,943
Weighted Average Remaining Recognition Period (Years)	2 years 2 months 12 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes (Details) - USD ($) $ in Thousands		12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Nov. 18, 2021	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Paid, by Individual Jurisdiction [Line Items]
Income Tax Expense (Benefit), Total		$ 0	$ 0	$ 0
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount		1,400	27,000
Income taxes paid		0	0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total		0	0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total		0	0	0
North Carolina corporate income tax rate	2.50%
North Carolina corporate income tax rate expected by 2030	0.00%
Federal Income Tax
Income Tax Paid, by Individual Jurisdiction [Line Items]
Income Tax Expense (Benefit), Total		0	$ 0	$ 0
Operating Loss Carryforwards, Subject to Expiration		396,000
Tax Credit Carryforward, Amount		3,400
State Income Tax
Income Tax Paid, by Individual Jurisdiction [Line Items]
Operating Loss Carryforwards, Subject to Expiration		$ 433,100

Stock-Based Compensation - Other (Details) - USD ($) $ in Thousands			12 Months Ended
	Jan. 01, 2026	Nov. 20, 2020	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jan. 25, 2022
Stock-Based Compensation
Cash proceeds from options exercised			$ 2,971	$ 1,771	$ 495
Aggregate intrinsic value of options exercised			12,312	2,907	468
Fair value of options vested			$ 5,894	$ 6,773	$ 10,143
Granted, number (in shares)			3,035,129
Employee Stock Option
Stock-Based Compensation
Share-based compensation arrangement by share-based payment award, award vesting period			4 years
Restricted Stock Units
Stock-Based Compensation
Share-based compensation arrangement by share-based payment award, award vesting period			4 years
Restricted Stock Units \| Director
Stock-Based Compensation
Share-based compensation arrangement by share-based payment award, award vesting period			1 year
Performance Based Restricted Stock Units
Stock-Based Compensation
Granted, number (in shares)			749,793	520,526
Share-based Payment Arrangement, Tranche One \| Performance Based Restricted Stock Units
Stock-Based Compensation
Share-based compensation arrangement by share-based payment award, award vesting period			1 year
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage			25.00%
Share-based Payment Arrangement, Tranche Two \| Performance Based Restricted Stock Units
Stock-Based Compensation
Share-based compensation arrangement by share-based payment award, award vesting period			3 years
The 2020 Plan
Stock-Based Compensation
Share-based compensation arrangement by share-based payment award, percent annual increase in capital shares reserved for future issuance			4.00%
Share-based compensation arrangement by share-based payment award, number of additional shares authorized (in shares)	3,488,165
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares)			1,441,085
Common stock, capital shares reserved for future issuance (in shares)			308,589
2022 Inducement Plan
Stock-Based Compensation
Common stock, capital shares reserved for future issuance (in shares)			27,608			310,000
Employee Stock Purchase Plan
Stock-Based Compensation
Common stock, capital shares reserved for future issuance (in shares)			492,682
Percentage of the number of shares of common stock issued and outstanding		1.00%
Number of common stock shares outstanding		150,000
Available of issuance under the ESPP	150,000
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent			85.00%
Issuance of common stock under employee stock purchase plan (in shares)			192,060	172,395	140,922

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes

Income Taxes

10. Income Taxes

No provision for federal and state income tax expense has been recorded for the years ended December 31, 2025, 2024 and 2023 due to the valuation allowance recorded against the net deferred tax asset and recurring losses.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows as of December 31, 2025 and 2024:


	2025		2024
Deferred income tax assets:
Tax loss carryforwards	$	90,487	$	86,289
Research and development credits		2,734		3,942
R&D section 174 costs		7,462		15,166
Share-based compensation		2,367		1,710
Lease liability		1,728		1,713
Compensation		4,990		2,235
Fixed assets		—		302
Patent amortization		98		280
Accrued litigation costs		2,200		1,786
Settlement reserve		259		496
Gross-to-net accruals		2,259		—
Licensing agreement		3,536		3,043
OID Interest		1,811		873
Other		90		31
Valuation allowance		(116,386)		(115,011)
Total deferred income tax assets		3,635		2,855
Deferred income tax liabilities:
Fixed assets		397		—
Intangible assets		2,202		1,825
Right of use asset		1,036		1,030
Total deferred income tax liabilities		3,635		2,855
Total net deferred tax	$	—	$	—

As of December 31, 2025, 2024 and 2023, we established a full valuation allowance against our net deferred tax assets since, at the time, we could not assert that it was more likely than not that our deferred tax assets would be realized. As a result, there was an increase in the valuation allowance in 2025 and 2024 of approximately $1.4 million and $27.0 million, respectively.

As of December 31, 2025, we had federal and state income tax loss carryforwards of $396.0 million and $433.1 million, respectively, which begin to expire in 2026 for both federal and state purposes. In addition, we have tax credit carryforwards for federal tax purposes of approximately $3.4 million as of December 31, 2025, which begin to expire in 2040. The utilization of net operating loss and tax credit carryforwards to reduce future income taxes will depend on our ability to generate sufficient taxable income prior to the expiration of the loss carryforwards.

The Internal Revenue Code of 1986, as amended, contains provisions which limit the ability to utilize the net operating loss carryforwards in the case of certain events, including significant changes in ownership interests. If our net operating loss carryforwards are limited, and we have taxable income which exceeds the permissible yearly net operating loss carryforwards, we would incur a federal income tax liability even though net operating loss carryforwards would be available in future years.

During the year ended December 31, 2025, we completed a study to assess whether historical equity transactions resulted in an ownership change within the meaning of Section 382 of the Internal Revenue Code.

Based on this analysis, we determined that an ownership change occurred in a prior year. As a result, the utilization of a portion of our carryforwards is subject to an annual limitation under Section 382. The limitation may cause certain net operating loss carryforwards to expire unused before being fully utilized.

We have considered the impact of the Section 382 limitation in assessing the realizability of its deferred tax assets as of December 31, 2025.

The reasons for the difference between actual income tax expense for the year ended December 31, 2025, 2024 and 2023 and the amount computed by applying the statutory federal income tax rate to income before income tax are as follows:


		2025				2024				2023
				% of				% of				% of
				Pretax				Pretax				Pretax
		Amount		Earnings		Amount		Earnings		Amount		Earnings
U.S. Federal Statutory Tax Rate		$	(14,474)	21.00	%	$	(26,941)	21.00	%	$	(16,486)	21.00	%
State and Local Income Taxes, Net of Federal Income Tax Effect⁽¹⁾			(13)	0.02			(15)	0.01			(6)	0.01
Tax Credits
Research and development tax credits			(3,338)	4.84			—	—			—	—
Changes in Valuation Allowances			16,033	(23.26)			23,726	(18.50)			11,723	(14.94)
Nontaxable or Nondeductible Items
Share-based payment awards			1,507	(2.19)			2,301	(1.79)			4,290	(5.46)
Other			(25)	0.04			897	(0.70)			493	(0.63)
Changes in Unrecognized Tax Benefits			294	(0.43)			—	—			—	—
Other Adjustments			16	(0.02)			32	(0.02)			(14)	0.02
Effective Tax Rate		$	—	—	%	$	—	—	%	$	—	—	%

(1)

State and local income taxes, net of federal income tax effect, resulted in a net tax benefit for the year ended December 31, 2025, 2024 and 2023. The favorable impact primarily reflects the deductibility of state and local taxes for federal income tax purposes. The net tax benefit from state taxes in Tennessee made up the majority (greater than 50 percent) of the tax effect in this category for year ended December 31, 2025 and in North Carolina for years ended December 31, 2024 and 2023.

We did not pay income taxes during the year ended December 31, 2025, 2024 and 2023. Income tax payments were not required during the period as a result of generating net operating losses. Accordingly, no disaggregation of income taxes paid by jurisdiction has been provided.

During the current year, we completed an R&D credit study covering tax years 2021 through 2024 which resulted in an increase to the R&D credit and uncertain tax position.

We have determined that there may be a future limitation on our ability to utilize its entire federal R&D credit carryover. Therefore, we recognized an uncertain tax benefit associated with the federal R&D credit carryover during the years ended December 31, 2025, 2024 and 2023, as follows:


Balance at December 31, 2022	$	390
Increases related to 2023		—
Balance at December 31, 2023	$	390
Increases related to 2024		—
Balance at December 31, 2024		390
Increase related to prior periods		478
Increase related to current period		190
Decrease related to lapse of the applicable statute of limitations		(374)
Balance at December 31, 2025	$	684

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We have determined that it had no other material uncertain tax benefits for the year ended December 31, 2025. If the unrecognized tax benefit is recognized, it would be in the form of additional R&D credit carryforward, which is expected to require a full valuation allowance based on present circumstances. Our policy for recording interest and penalties related to uncertain tax provisions is to record them as a component of the provision for income taxes. We did not have any accrued interest or penalties associated with any unrecognized tax positions as of December 31, 2025, 2024 and 2023, and there were no such interest or penalties recognized during the years ended December 31, 2025, 2024 and 2023.

On November 18, 2021, North Carolina enacted the 2021 Appropriations Act, which included a gradual corporate income tax rate decrease from the current 2.5% to 0% by 2030. We are in a cumulative loss position and does not have significant deferred tax liabilities that can be utilized as a source of taxable income in the future. We have reduced our deferred tax asset related to North Carolina net operating loss carryforwards to zero, as no benefit is expected to be realized from these deferred tax assets prior to 2030 when there would be no income tax in North Carolina. The reduction in the value of the deferred tax assets in each year is fully offset by a corresponding valuation allowance. If we become profitable prior to 2030, we will recognize an income tax benefit related to the portion of our deferred tax asset related to North Carolina net operating loss carryforwards utilized.

We have all tax years open to examination by federal tax and state tax jurisdictions. No income tax returns are currently under examination by taxing authorities.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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+ Details

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2025	Feb. 17, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Securities Act File Number	001-39724
Entity Registrant Name	LIQUIDIA CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1710962
Entity Address, Address Line One	419 Davis Drive, Suite 100,
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560
City Area Code	919
Local Phone Number	328-4400
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	LQDA
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 847,006,478
Entity Common Stock, Shares Outstanding		88,114,429
Documents Incorporated by Reference	Portions of the Liquidia Corporation Definitive Proxy Statement with respect to the 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2025 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated therein. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, each document incorporated by reference herein is deemed not to be filed as part hereof.
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Raleigh, North Carolina
Entity Central Index Key	0001819576
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false

Indemnification Asset with Related Party and Litigation Finance Payable (Details)	Feb. 17, 2026
PBM \| Subsequent Event
Indemnification Asset with Related Party and Litigation Finance Payable
Major stockholder ownership percentage of Liquidia Corporation Common Stock	6.80%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Legal Proceedings

12 Months Ended

Dec. 31, 2025

Legal Proceedings

Legal Proceedings

13. Legal Proceedings

‘327 Patent Litigation

In connection with an amendment to the Company’s NDA filed in July 2023 to add PH-ILD as an indication for YUTREPIA, the Company provided a notice of the paragraph IV certification to United Therapeutics as the owner of the patents that are the subject of the certification to which the NDA for YUTREPIA refers. As a result, in September 2023, United Therapeutics filed a complaint for patent infringement against the Company in the U.S. District Court for the District of Delaware (Case No. 1:23-cv-00975-RGA) (the “‘327 Patent Litigation”), asserting infringement by the Company of U.S. Patent No. 10,716,793, entitled “Treprostinil Administration by Inhalation” (the “‘793 Patent”). In November 2023, the U.S. Patent and Trademark Office (the “USPTO”) issued U.S. Patent No. 11,826,327, entitled “Treatment for Interstitial Lung Disease” (the “‘327 Patent”), to United Therapeutics. On November 30, 2023, United Therapeutics filed an amended complaint in the ‘327 Patent Litigation asserting infringement of the ‘327 Patent by the practice of YUTREPIA based on the amended NDA. In January 2024, the Company filed an answer, counterclaims and a partial motion to dismiss the claims related to the ‘793 Patent as a result of the decision by the United States Court of Appeals for the Federal Circuit to affirm a finding by the Patent Trial and Appeal Board (the “PTAB”) that the ’793 Patent is unpatentable. In February 2024, United Therapeutics stipulated to the dismissal of the claims in the ‘327 Patent Litigation related to the ‘793 Patent. In February 2024, United Therapeutics also filed a motion seeking a preliminary injunction to prevent the Company from manufacturing, marketing, storing, importing, distributing, offering for sale, and/or selling YUTREPIA for the treatment of PH-ILD. Judge Andrews denied the motion for a preliminary injunction in May 2024. Trial was held in June 2025. Post-trial briefing has been completed, and the court’s decision is pending.

The trial was limited to determining whether YUTREPIA infringes any valid claims of the ‘327 patent. In the current proceedings, United Therapeutics is seeking injunctive relief that would require YUTREPIA to be removed from the market. Moreover, in the event the court determines that YUTREPIA does infringe valid claims of the ‘327 patent, United Therapeutics could pursue additional claims seeking damages based on our commercialization of YUTREPIA. Due to the uncertainty inherent in any litigation, we cannot guarantee that an outcome adverse to us will not result or whether an adverse outcome would require YUTREPIA to be removed from the market entirely or would require only that PH-ILD be removed from the label of YUTREPIA. Any litigation of this nature could involve substantial cost, and an adverse outcome could have a material adverse effect on the Company’s ability to continue selling YUTREPIA and result in substantial monetary damages. We currently are not able to reasonably estimate a range of potential outcomes and losses due to the number of variables that may affect the outcome of the current lawsuit, the outcome of any subsequent proceeding in which United Therapeutics seeks damages, if applicable, and any potential appeals, including the range of potential remedies, potential damages amounts sought, the strength of our defenses, the variety of potential legal and factual determinations yet to be made by the court and the inherent unpredictability of any outcome associated with these issues.

‘782 Patent Litigation

In May 2025, United Therapeutics filed a complaint for patent infringement against the Company in the U.S. District Court for the Middle District of North Carolina (Case No. 1:25CV368) (the “‘782 Patent Litigation”), asserting infringement by the Company of U.S. Patent No. 11,357,782, entitled “Treprostinil Administration By Inhalation” (the “‘782 Patent”). In May 2025, United Therapeutics also filed a motion seeking a preliminary injunction to prevent the

Company from manufacturing, marketing, storing, importing, distributing, offering for sale, and/or selling YUTREPIA. The District Court denied the motion for a preliminary injunction in May 2025. In May 2025, the Company filed a motion to dismiss or, in the alternative, stay or transfer the lawsuit. In November 2025, the motion to stay was withdrawn and the motion to transfer was denied. The District Court denied the motion to dismiss in December 2025. In January 2026, United Therapeutics filed a motion to consolidate the ‘782 Patent Litigation with the ‘494 Patent Litigation (see below) and to stay the ‘782 Patent Litigation. Briefing on the motion is ongoing.

In the ‘782 Patent Litigation, United Therapeutics is seeking injunctive relief that would require YUTREPIA to be removed from the market and monetary damages. Due to the uncertainty inherent in any litigation, we cannot guarantee that an outcome adverse to us will not result or whether an adverse outcome would require YUTREPIA to be removed from the market. Any litigation of this nature could involve substantial cost, and an adverse outcome could have a material adverse effect on the Company’s ability to continue selling YUTREPIA and result in substantial monetary damages. We currently are not able to reasonably estimate a range of potential outcomes and losses due to the number of variables that may affect the outcome of the current lawsuit and any potential appeals, including the range of potential remedies, potential damages amounts sought, the strength of our defenses, the variety of potential legal and factual determinations yet to be made by the court and the inherent unpredictability of any outcome associated with these issues.

Trade Secret Litigation

In December 2021, United Therapeutics filed a complaint in the Superior Court in Durham County, North Carolina, alleging that the Company and a former United Therapeutics employee who later joined the Company as an employee many years after terminating his employment with United Therapeutics (the “Former Employee”) conspired to misappropriate certain trade secrets of United Therapeutics and engaged in unfair or deceptive trade practices. In January 2024, the Former Employee filed a motion for summary judgment with respect to all claims, but the motion was denied in July 2024. In addition, in July 2024, the Company filed a motion for summary judgment with respect to all claims. The Company’s motion was denied in July 2025. A trial date has not yet been set.

In the trade secret litigation, United Therapeutics is seeking injunctive relief that may require YUTREPIA to be removed from the market and monetary damages. We intend to continue to vigorously defend ourselves against the claims made in this litigation. However, due to the uncertainty inherent in any litigation, we cannot guarantee that an outcome adverse to us will not result or whether an adverse outcome would require YUTREPIA to be removed from the market. Any litigation of this nature could involve substantial cost, and an adverse outcome could have a material adverse effect on the Company’s ability to continue selling YUTREPIA and result in substantial monetary damages. We currently are not able to reasonably estimate a range of potential outcomes and losses due to the number of variables that may affect the outcome of the damages trial and any potential appeals, including the range of potential remedies, potential damages amounts sought, the strength of our defenses, the variety of potential legal and factual determinations yet to be made by the court, and the inherent unpredictability of any outcome associated with these issues.

Breach of Contract Litigation

In May 2024, United Therapeutics filed a second complaint in the Superior Court in Durham County, North Carolina, against the Former Employee, alleging that he breached prior employment agreements with United Therapeutics by failing to assign to United Therapeutics his interest in patents obtained by the Company that are alleged to have relied upon or benefitted from certain inventions, discoveries, materials, authorship, derivatives and results developed by the Former Employee while he was employed by United Therapeutics. The Company was also named as a defendant in this lawsuit. As part of the lawsuit, United Therapeutics alleges that the Former Employee misappropriated certain intellectual property of United Therapeutics which led to the development of YUTREPIA. The complaint also seeks declaratory judgement such that all right, title and interest in and to any patentable or unpatentable inventions, discoveries, and ideas made or conceived by the Former Employee while employed by the Company should be assigned and transferred to United Therapeutics because they involved the use of United Therapeutics’ confidential information. In July 2024, the Company filed a motion to dismiss all claims. The motion was denied in May 2025. The lawsuit remains ongoing.

‘494 Patent Litigation

On April 21, 2025, the Company filed a complaint for patent infringement against United Therapeutics in the U.S. District Court for the Middle District of North Carolina (Case No. 1:25-cv-00299) (the “’494 Patent Litigation”), asserting infringement by United Therapeutics of U.S. Patent No. 10,898,494, entitled “Dry Powder Treprostinil for the Treatment of Pulmonary Hypertension” (the “‘494 Patent”) with respect to its Tyvaso DPI product. In June 2025, United Therapeutics filed a motion to dismiss or stay the lawsuit. In November 2025, the District Court denied the motion to dismiss, but granted the motion to stay. Accordingly, the lawsuit is now stayed.

RareGen Litigation

In April 2019, Sandoz and Liquidia PAH (then known as RareGen) filed a complaint against United Therapeutics and Smiths Medical (now ICU Medical) in the District Court of New Jersey (Case No. 3:19 cv 10170), (the “RareGen Litigation”), alleging that United Therapeutics and Smiths Medical violated the Sherman Antitrust Act of 1890, state law antitrust statutes and unfair competition statutes by engaging in anticompetitive acts regarding the drug treprostinil for the treatment of PAH. In March 2020, Sandoz and Liquidia PAH filed a first amended complaint adding a claim that United Therapeutics breached a settlement agreement that was entered into in 2015, in which United Therapeutics agreed to not interfere with Sandoz’s efforts to launch its generic treprostinil, by taking calculated steps to restrict and interfere with the launch of Sandoz’s competing generic product. United Therapeutics developed treprostinil under the brand name Remodulin and Smiths Medical manufactured a pump and cartridges that are used to inject treprostinil into patients continuously throughout the day. Sandoz and Liquidia PAH allege that United Therapeutics and Smiths Medical entered into anticompetitive agreements (i) whereby Smiths Medical placed restrictions on the cartridges such that they can only be used with United Therapeutics’ branded Remodulin product and (ii) requiring Smiths Medical to enter into agreements with specialty pharmacies to sell the cartridges only for use with Remodulin.

In November 2020, Sandoz and Liquidia PAH entered into a binding term sheet (the “Term Sheet”) with Smiths Medical in order to resolve the outstanding RareGen Litigation solely with respect to disputes between Smiths Medical, Liquidia PAH and Sandoz. In April 2021, Liquidia PAH and Sandoz entered into a Long Form Settlement Agreement (the “Settlement Agreement”) with Smiths Medical to further detail the terms of the settlement among such parties as reflected in the Term Sheet. Pursuant to the Term Sheet and the Settlement Agreement, the former RareGen members and Sandoz received a payment of $4.25 million that was evenly split between the parties. In addition, pursuant to the Settlement Agreement, Smiths Medical granted Liquidia PAH and Sandoz a non-exclusive, royalty-free license in the United States to Smiths Medical’s patents and copyrights associated with the cartridge that Smiths Medical developed and manufactures for use with the CADD-MS 3 infusion pump (the “CADD-MS 3 Cartridge”) and certain other information for use of the CADD-MS 3 infusion pump and the CADD-MS 3 Cartridges. In connection with the license, Liquidia PAH and Sandoz agreed, among other things, to indemnify Smiths from certain liabilities related to any cartridge they developed for use with the CADD-MS 3 infusion pumps.

In September 2021, United Therapeutics filed a motion for summary judgment with respect to all of the claims brought by Sandoz and Liquidia PAH against United Therapeutics. At the same time, Sandoz filed a motion for summary judgment with respect to the breach of contract claim. In March 2022, the Court issued an order granting partial summary judgment to United Therapeutics with respect to the antitrust and unfair competition claims, denying summary judgment to United Therapeutics with respect to the breach of contract claim, and granting partial summary judgment to Sandoz with respect to the breach of contract claim. A trial to determine the amount of damages due from United Therapeutics to Sandoz with respect to the breach of contract claim was held from late April to early May 2024. In November 2024, the Court entered a judgment in the amount of $70.6 million. United Therapeutics, Sandoz and Liquidia PAH have all appealed the Court’s decision to the United States Court of Appeals for the Third Circuit. Briefing on the appeal is complete and oral argument was held in November 2025. The Court’s decision is pending.

Under the Promotion Agreement, all proceeds from the litigation will be divided evenly between Sandoz and Liquidia PAH. Under the litigation finance agreements that Liquidia PAH has entered into with Henderson and PBM, any net proceeds received by Liquidia PAH with respect to the RareGen Litigation will be divided between Henderson and PBM.

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Jan. 08, 2024	Jan. 04, 2024	Sep. 30, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Stockholders' Equity
Common Stock and Preferred Stock, Shares Authorized (in shares)				125,000,000
Common Stock and Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.001
Common stock, shares authorized (in shares)				115,000,000	115,000,000
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000
Sale of common stock, net					$ 138,551	$ 24,106
Underwritten Public Offering
Stockholders' Equity
Stock issued during period, new issues (in shares)			6,460,674
Shares issued, price per share (in dollars per share)			$ 8.9
Proceeds from issuance of common stock, net			$ 57,500
Payments for offering costs			$ 3,800
Private Placement
Stockholders' Equity
Stock issued during period, new issues (in shares)		7,182,532	1,123,595
Shares issued, price per share (in dollars per share)		$ 10.442	$ 8.9
Proceeds from issuance of private placement	$ 75,000		$ 10,000
Before deducting offering costs	$ 100
Board of Directors \| Underwritten Public Offering
Stockholders' Equity
Sale of common stock, net			$ 3,000
Warrants to Purchase Common Stock
Stockholders' Equity
Class of warrant or right, exercised during period (in shares)				459,315	9,175	0
Warrants, Expiration, December 31, 2026
Stockholders' Equity
Class of warrant or right, outstanding (in shares)				47,082
Class of warrant or right, exercise price of warrants or rights (in dollars per share)				$ 0.02

Insider Trading Arrangements

3 Months Ended

Dec. 31, 2025

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Adopted


Name	Title	Date of Adoption of Rule 10b5-1 Trading Arrangement⁽¹⁾⁽²⁾	Scheduled Expiration Date of Rule 10b5-1 Trading Arrangement	Aggregate Number of Securities to Be Sold
Roger Jeffs⁽³⁾	Chief Executive Officer	November 5, 2025	February 26, 2027	500,000
Michael Kaseta	Chief Operating Officer and Chief Financial Officer	November 5, 2025	April 30, 2026	300,000
Scott Moomaw	Chief Commercial Officer	November 7, 2025	July 1, 2026	100,000

(1)

Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations.

(2)

The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement.

(3)

The securities are held by Serendipity BioPharma LLC (“Serendipity”). Dr. Jeffs is a manager of Serendipity and has sole voting and dispositive power over the common stock held by Serendipity.

Terminated


Name	Title	Date of Termination of Rule 10b5-1 Trading Arrangement⁽¹⁾⁽²⁾	Scheduled Expiration Date of Rule 10b5-1 Trading Arrangement	Aggregate Number of Securities to Be Sold
Scott Moomaw	Chief Commercial Officer	November 6, 2025⁽²⁾	July 1, 2026	105,000⁽³⁾
Rajeev Saggar	Chief Medical Officer	December 9, 2025⁽⁴⁾	September 30, 2026	15,000⁽⁵⁾

(1)

Date of termination of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations.

(2)

The date of adoption of this Rule 10b5-1 trading arrangement was May 29, 2025. The first trade pursuant to the Rule 10b5-1 trading arrangement was, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement.

(3)

Prior to its termination, 70,000 shares of common stock were sold pursuant to this Rule 10b5-1 trading arrangement.

(4)

(5)

Prior to its termination, 20,000 shares of common stock were sold pursuant to this Rule 10b5-1 trading arrangement.

Roger Jeffs

Trading Arrangements, by Individual

Name

Roger Jeffs

Title

Chief Executive Officer

Rule 10b5-1 Arrangement Adopted

true

November 5, 2025

February 26, 2027

500,000

Trading Arrangements, by Individual

Name

Michael Kaseta

Title

Chief Operating Officer and Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

November 5, 2025

Expiration Date

April 30, 2026

Aggregate Available

300,000

Trading Arrangement, Adoption | Scott Moomaw

Trading Arrangements, by Individual

Name

Scott Moomaw

Title

Chief Commercial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

November 7, 2025

Expiration Date

July 1, 2026

Aggregate Available

100,000

Trading Arrangement, Termination | Rajeev Saggar

Trading Arrangements, by Individual

Name

Rajeev Saggar

Title

Chief Medical Officer

Rule 10b5-1 Arrangement Terminated

true

Termination Date

December 9, 2025(4)

Expiration Date

September 30, 2026

Aggregate Available

15,000

Trading Arrangement, Termination | Scott Moomaw

Trading Arrangements, by Individual

Name

Scott Moomaw

Title

Chief Commercial Officer

Rule 10b5-1 Arrangement Terminated

true

Termination Date

November 6, 2025(2)

Expiration Date

July 1, 2026

Aggregate Available

105,000

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Common Stock Equivalent Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Net Loss Per Share
Anti-dilutive shares excluded from calculation of diluted net loss per share (in shares)	13,801,161	12,787,858	11,648,571
Stock Options
Net Loss Per Share
Anti-dilutive shares excluded from calculation of diluted net loss per share (in shares)	8,763,041	9,288,028	9,513,039
Restricted Stock Units
Net Loss Per Share
Anti-dilutive shares excluded from calculation of diluted net loss per share (in shares)	4,734,627	3,049,830	1,685,532
Warrants
Net Loss Per Share
Anti-dilutive shares excluded from calculation of diluted net loss per share (in shares)	303,493	450,000	450,000

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment
Total property, plant and equipment	$ 25,812	$ 24,107
Accumulated depreciation and amortization	(13,968)	(15,809)
Property, plant and equipment, net	11,844	8,298
Lab and build-to-suit equipment
Property, Plant and Equipment
Total property, plant and equipment	5,231	6,918
Office equipment
Property, Plant and Equipment
Total property, plant and equipment	7	7
Furniture and fixtures
Property, Plant and Equipment
Total property, plant and equipment	497	481
Computer and other equipment
Property, Plant and Equipment
Total property, plant and equipment	1,958	741
Leasehold improvements
Property, Plant and Equipment
Total property, plant and equipment	13,028	12,959
Construction-in-progress
Property, Plant and Equipment
Total property, plant and equipment	$ 5,091	$ 3,001

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies.

Commitments and Contingencies

14. Commitments and Contingencies

Vectura License Agreement

On October 27, 2025, we entered into an exclusive licensing agreement (the “ Vectura License Agreement”) with Vectura Limited, which provided for, among other things, (i) the exclusive right for us to develop, manufacture and commercialize for use in the United States (the “Territory”) products containing treprostinil, including L606, administered via Vectura’s nebulizer device (the “Vectura Device”) for treatment in the field of hypertension and interstitial lung diseases, including PAH and PH-ILD and (ii) that Vectura shall be responsible for manufacturing and supplying us with clinical and commercial supplies of the Vectura Device.

Under the Vectura License Agreement, we paid Vectura an upfront payment of $2.0 million and will pay (i) certain development milestone payments of up to $12.0 million; (ii) certain sales milestone payments of up to $92.5 million tied to commercial sales in the Territory and (iii) royalty payments with royalty rates ranging in the middle single digits tied to commercial sales in the Territory. The Vectura License Agreement also provides us with rights of first negotiation to add additional territories and indications during the term thereof.

Pharmosa License Agreement and Device License Agreement

In June 2023, we entered into a License Agreement with Pharmosa pursuant to which we were granted an exclusive license in North America to develop and commercialize L606, an inhaled, sustained-release formulation of treprostinil currently being evaluated in a clinical trial for the treatment of PAH and PH-ILD, and a non-exclusive license for the manufacture, development and use (but not commercialization) of such licensed product in most countries outside North America (the “Pharmosa License Agreement”). On October 2, 2024, we and Pharmosa entered into a First Amendment to the Pharmosa License Agreement (the “First Amendment”) which, among other things, expands our licensed territory beyond North America to include key markets in Europe, Japan and elsewhere.

Concurrently with the execution of the First Amendment, we and Pharmosa also entered into a Device License Agreement (the “Device License Agreement”). Pursuant to the terms of the Device License Agreement, Pharmosa will provide (i) an exclusive license to Liquidia Technologies for the right to develop, manufacture, use and commercialize Pharmosa’s next-generation smart-technology nebulizers (the “Device”) for use with L606 in most countries (subject to certain exceptions) (the “Territory”) and (ii) a non-exclusive license to Liquidia Technologies for the right to develop, manufacture and use (but not commercialize) the Device outside of the Territory.

Under the terms of the Pharmosa License Agreement, as amended, we will be responsible for development, regulatory and commercial activities of L606 in the Territory. Pharmosa will manufacture clinical and commercial supplies of the liposomal formulation through its global supply chain and support us in establishing a redundant global supply chain. In consideration for these exclusive rights, we paid Pharmosa an upfront license fee of $10 million and paid an additional $3.5 million upfront license fee in October 2024 in connection with the rights granted in the First Amendment and the Device License Agreement. In addition to the upfront fees, we will pay Pharmosa potential development milestone payments tied to clinical development and approvals in PAH and/or PH-ILD of up to $37.75 million, potential sales milestones of up to $185 million in North America and $150 million outside North American and two tiers of low, double-digit royalties on all net sales of L606. Pharmosa will also receive a $10 million milestone payment for each additional indication approved by the FDA after PAH and PH-ILD and each additional product approved by the FDA under the license, a $2 million milestone payment for each additional indication approved by the EMA after PAH and PH-ILD, and a $0.5 million milestone payment for each additional indication approved by the PMDA after PAH and PH-ILD. As of December 31, 2025, no development milestones have been achieved under the Pharmosa License Agreement. We also retain the first right to negotiate for development and commercialization of L606 in other territories should Pharmosa seek a partner, subject to satisfaction of certain conditions as set forth in the Pharmosa License Agreement.

UNC License Agreement

In December 2008, we entered into the Amended and Restated License Agreement with The University of North Carolina at Chapel Hill (“UNC”) for the use of certain patent rights and technology relating to our PRINT technology (the “UNC License Agreement”). As part of the UNC License Agreement, we hold an exclusive license to certain research and development technologies and processes in various stages of patent pursuit, for use in our research and development and commercial activities, with a term until the expiration date of the last to expire patent subject to the UNC License Agreement, subject to industry standard contractual compliance. Under the UNC License Agreement, we are obligated to pay UNC royalties equal to a low single digit percentage of all net sales of drug products whose manufacture, use or sale includes any use of the technology or patent rights covered by the UNC License Agreement, including YUTREPIA. We may grant sublicenses of UNC licensed intellectual property in return for specified payments based on a percentage of any fee, royalty or other consideration received.

Employment Agreements and Executive Severance and Change in Control Plan

We have agreements with certain employees and an Executive Severance and Change in Control Plan which covers certain other employees which require payments if certain events, such as a change in control or termination without cause, occur.

Purchase Obligations

We enter into contracts in the normal course of business with contract service providers to assist in the performance of research and development and manufacturing activities. Subject to required notice periods and obligations under binding purchase orders, we can elect to discontinue the work under these agreements at any time.

On July 14, 2023, we entered into an Amended and Restated Commercial Manufacturing Services and Supply Agreement with Lonza Tampa LLC (“Lonza”) (as amended, the “CSA”). Lonza is our sole supplier for encapsulation and packaging services for YUTREPIA. Pursuant to the terms of the CSA, we deliver bulk treprostinil powder, manufactured using our proprietary PRINT technology, and Lonza encapsulates and packages it. The CSA was effective upon signing, will be in effect until December 31, 2028 and may thereafter be extended upon the mutual written agreement of the parties in accordance with the terms of the CSA.

We are required to provide Lonza with quarterly forecasts of our expected production requirements for the following 24-month period, the first twelve months of which is considered a binding, firm order. We are required to purchase certain minimum annual order quantities, which may be adjusted by us after the thirteenth month after receipt of regulatory approval for YUTREPIA. The CSA provides for tiered pricing depending upon the batch size ordered.

In addition, in January 2020, we entered into a multi-year supply agreement with LGM Pharma, LLC (“LGM”) to supply active pharmaceutical ingredients for YUTREPIA. Under the supply agreement with LGM, we are required to provide rolling forecasts, a portion of which will be considered a binding, firm order, subject to an annual minimum purchase commitment of $2.7 million for the term of the agreement. The agreement expires five years from the first marketing authorization approval for YUTREPIA.

As of December 31, 2025, we have non-cancelable commitments for product manufacturing and supply costs of approximately $58.2 million.

Other Contingencies and Commitments

From time-to-time we are subject to claims and litigation in the normal course of business, none of which do we believe represent a risk of material loss or exposure. See Note 13 Legal Proceedings for further discussion of pending legal proceedings.

In addition to the commitments described above, we are party to other commitments, including non-cancelable leases and long-term debt, which are described elsewhere in these notes to the consolidated financial statements.

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities


	December 31,			December 31,
	2025			2024
Accrued compensation	$	20,319		$	10,251
Accrued gross-to-net deductions		35,491			—
Accrued research and development expenses		3,229			2,495
Accrued inventory costs		5,757			1,641
Accrued other expenses		8,401			4,272
Total accrued expenses and other current liabilities	$	73,197		$	18,659

Indemnification Asset with Related Party and Litigation Finance Payable

12 Months Ended

Dec. 31, 2025

Indemnification Asset with Related Party and Litigation Finance Payable

Indemnification Asset with Related Party and Litigation Finance Payable

6. Indemnification Asset with Related Party and Litigation Finance Payable

On June 3, 2020, Liquidia PAH entered into a litigation financing arrangement (the “Financing Agreement”) with Henderson SPV, LLC (“Henderson”). Liquidia PAH, along with Sandoz (collectively the “Plaintiffs”), are pursuing litigation against United Therapeutics Corporation (“United Therapeutics”) (the “RareGen Litigation”). Under the

Financing Agreement, Henderson will fund Liquidia PAH’s legal and litigation expenses (referred to as “Deployments”) in exchange for a share of certain litigation or settlement proceeds. Deployments received from Henderson are recorded as a litigation finance payable.

Litigation proceeds will be split equally between Liquidia PAH and Sandoz. Unless there is an event of default by Henderson, litigation proceeds received by Liquidia PAH must be applied first to repayment of total Deployments received. Litigation proceeds in excess of Deployments received are split between Liquidia PAH and Henderson according to a formula. Unless there is an event of default by PBM (as defined below), all proceeds received by Liquidia PAH are due to PBM as described further below.

On November 17, 2020, Liquidia PAH entered into a Litigation Funding and Indemnification Agreement (“Indemnification Agreement”) with PBM RG Holdings, LLC (“PBM”). PBM is considered to be a related party as it is controlled by a major stockholder (which beneficially owns approximately 6.8% of Liquidia Corporation common stock as of February 17, 2026), who is also a member of our Board of Directors.

Under the terms of the Indemnification Agreement, PBM now controls the litigation, with Liquidia PAH’s primary responsibility being to cooperate to support the litigation proceedings as needed. The Indemnification Agreement provides that Liquidia PAH and its affiliates will not be entitled to any proceeds resulting from, or bear any financial or other liability for, the RareGen Litigation unless there is an event of default by PBM. Any Liquidia PAH litigation expenses not reimbursed by Henderson under the Financing Agreement will be reimbursed by PBM. Any proceeds received which Henderson is not entitled to under the Financing Agreement will be due to PBM.

The Indemnification Asset is increased as we record third party legal and litigation expenses related to the RareGen litigation.

As of December 31, 2025, the Indemnification Asset and Litigation Finance Payable were classified as long-term assets and liabilities, respectively, as it is considered unlikely that the RareGen Litigation would conclude prior to December 31, 2026.

Long-term Debt - Terms (Details) $ in Thousands	Jun. 23, 2025 USD ($)	Mar. 17, 2025 USD ($)	Sep. 11, 2024	Jan. 03, 2024	Jul. 27, 2023	Jan. 09, 2023 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Long-Term Debt
Revenue interest financing payable, current							$ 58,406	$ 18,016
Discount on long-term debt							$ 1,000
HCR Agreement
Long-Term Debt
RIFA, maximum investment amount						$ 175,000
RIFA, available for funding						$ 25,000
RIFA, Hard Cap percentage						175
Percentage of investment amount to be repaid on final approval						100
Percentage of investment amount to be paid						100
Minimum cash and cash equivalents required to be maintained during next year						$ 15,000
Effective interest rate percentage						17.30%
HCR Agreement \| On first funded portion of investment amount
Long-Term Debt
RIFA, internal rate of return						18.00%
RIFA, amount funded						$ 67,500
HCR Agreement \| On second portion of funded investment amount
Long-Term Debt
RIFA, internal rate of return						16.00%
RIFA, amount funded						$ 57,500
HCR Agreement \| On Third Portion Of Funded Investment Amount
Long-Term Debt
RIFA, internal rate of return						13.00%
RIFA, amount funded						$ 50,000
HCR Agreement \| On Fourth Portion Of Funded Investment Amount
Long-Term Debt
RIFA, internal rate of return						12.00%
RIFA, amount funded						$ 25,000
Second and Third Amendments to HCR Agreement
Long-Term Debt
Effective interest rate percentage					17.20%
Fourth Amendment to HCR Agreement
Long-Term Debt
Effective interest rate percentage				18.00%
Fifth Amendment to HCR Agreement
Long-Term Debt
Effective interest rate percentage			16.00%
Sixth Amendment to HCR Agreement
Long-Term Debt
RIFA, amount funded	$ 50,000	$ 25,000
Effective interest rate percentage	14.40%	15.80%

Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Stock-Based Compensation
Total stock-based compensation expense	$ 29,472	$ 18,806	$ 10,089
Cost of service revenue
Stock-Based Compensation
Total stock-based compensation expense	387	225
Research and development
Stock-Based Compensation
Total stock-based compensation expense	1,338	3,489	2,294
Selling, general and administrative
Stock-Based Compensation
Total stock-based compensation expense	$ 27,747	$ 15,092	$ 7,795

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Long-term Debt - Expected Annual Payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Long-term Debt
2026	$ 58,406
2027	47,145
2028	54,526
2029	36,865
2030	31,314
Thereafter	50,397
Total	$ 278,653

Stock-Based Compensation - Fair Value of Stock Options Granted and Purchase Rights Issued under the ESPP (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Stock-Based Compensation
Stock options granted (in shares)	0
Employee Stock Purchase Plan
Stock-Based Compensation
Stock options granted (in shares)	0
Employee Stock Purchase Plan \| Employee Stock Option
Stock-Based Compensation
Expected dividend yield		0.00%	0.00%
Risk-free interest rate, minimum			3.46%
Risk-free interest rate, maximum			4.73%
Risk-free interest rate		3.98%
Expected Volatility, minimum			90.00%
Expected Volatility, maximum			95.00%
Expected volatility		90.00%
Expected life (years)		6 years 1 month 6 days
Employee Stock Purchase Plan \| Employee Stock Option \| Minimum
Stock-Based Compensation
Expected life (years)			5 years 9 months 18 days
Employee Stock Purchase Plan \| Employee Stock Option \| Maximum
Stock-Based Compensation
Expected life (years)			6 years 1 month 6 days
Employee Stock Purchase Plan \| Employee Purchase Rights
Stock-Based Compensation
Expected dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate, minimum	3.99%	4.80%	5.20%
Risk-free interest rate, maximum	4.31%	5.27%	5.47%
Expected Volatility, minimum	44.00%	62.00%	60.00%
Expected Volatility, maximum	74.00%	72.00%	64.00%
Expected life (years)	6 months	6 months	6 months

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Stock-Based Compensation
Outstanding, number of shares (in shares)	9,009,005
Outstanding, weighted average exercise price (in dollars per share)	$ 4.76
Granted, number of shares (in shares)	0
Exercised, number of shares (in shares)	(625,074)
Exercised, weighted average exercise price (in dollars per share)	$ 4.75
Cancelled, number of shares (in shares)	(10,117)
Cancelled, weighted average exercise price (in dollars per share)	$ 5.72
Outstanding, number of shares (in shares)	8,373,814	9,009,005
Outstanding, weighted average exercise price (in dollars per share)	$ 4.76	$ 4.76
Outstanding, weighted average contractual term (in Years)	5 years 10 months 24 days
Outstanding, aggregate intrinsic value	$ 248,933
Exercisable, number of shares (in shares)	7,835,046
Exercisable, weighted average exercise price (in dollars per share)	$ 4.67
Exercisable, weighted average contractual term (in Years)	5 years 9 months 18 days
Exercisable, aggregate intrinsic value	$ 233,636
Vested and expected to vest, number of shares (in shares)	8,354,213
Vested and expected to vest, weighted average exercise price (in dollars per share)	$ 4.76
Vested and expected to vest, weighted average contractual term (in Years)	5 years 10 months 24 days
Vested and expected to vest, aggregate intrinsic value	$ 248,390
Other
Weighted average fair value for options granted (in dollars per share)		$ 9.84	$ 5.09
Share Price (in dollars per share)	$ 34.49

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 190,680	$ 176,479
Accounts receivable, net	54,093	2,719
Inventory	23,802	241
Prepaid expenses and other current assets	4,826	5,666
Total current assets	273,401	185,105
Property, plant and equipment, net	11,844	8,298
Operating lease right-of-use assets, net	3,949	4,187
Indemnification asset, related party	8,392	7,460
Contract acquisition costs, net	6,818	7,286
Intangible asset, net	2,952	3,156
Goodwill	3,903	3,903
Restricted cash	3,504
Other assets	13,171	10,918
Total assets	327,934	230,313
Current liabilities:
Accounts payable	3,678	4,689
Accrued expenses and other current liabilities	73,197	18,659
Long-term debt, current	58,406	18,016
Operating and finance lease liabilities, current	487	417
Total current liabilities	135,768	41,781
Litigation finance payable	8,384	7,300
Long-term debt, noncurrent	132,935	95,268
Operating and finance lease liabilities, noncurrent	6,099	6,586
Total liabilities	283,186	150,935
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock - 10,000,000 shares authorized, none outstanding
Common stock - $0.001 par value, 115,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, 87,204,137 and 84,683,063 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively	87	85
Additional paid-in capital	670,974	636,682
Accumulated deficit	(626,313)	(557,389)
Total stockholders' equity	44,748	79,378
Total liabilities and stockholders' equity	$ 327,934	$ 230,313

Income Taxes - Components of Deferred Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred income tax assets:
Tax loss carryforwards	$ 90,487	$ 86,289
Research and development credits	2,734	3,942
R&D section 174 costs	7,462	15,166
Share-based compensation	2,367	1,710
Lease liability	1,728	1,713
Compensation	4,990	2,235
Fixed assets		302
Patent amortization	98	280
Accrued litigation costs	2,200	1,786
Settlement reserve	259	496
Gross-to-net accruals	2,259
Licensing agreement	3,536	3,043
OID Interest	1,811	873
Other	90	31
Valuation allowance	(116,386)	(115,011)
Total deferred income tax assets	3,635	2,855
Deferred income tax liabilities:
Fixed assets	397
Intangible assets	2,202	1,825
Right of use asset	1,036	1,030
Total deferred income tax liabilities	3,635	2,855
Total net deferred tax	$ 0	$ 0

Commitments and Contingencies (Details) - USD ($) $ in Thousands				1 Months Ended		12 Months Ended
	Oct. 27, 2025	Oct. 02, 2024	Jul. 14, 2023	Oct. 31, 2024	Jun. 30, 2023	Dec. 31, 2025
Commitments and Contingencies
Non-cancelable commitments for product manufacturing and supply costs						$ 58,200
Vectura License Agreement
Commitments and Contingencies
Upfront license fee	$ 2,000
Maximum potential development milestone payments	12,000
Maximum potential sales milestones	$ 92,500
Pharmosa License Agreement
Commitments and Contingencies
Maximum potential development milestone payments		$ 37,750
Upfront license fee paid				$ 3,500	$ 10,000
Milestone payment for each additional indication approved by the FDA		10,000
Milestone payment for each additional indication approved by the EMA		2,000
Milestone payment for each additional indication approved by the PMDA		500
Pharmosa License Agreement \| North America
Commitments and Contingencies
Maximum potential sales milestones		185,000
Pharmosa License Agreement \| Other then North America
Commitments and Contingencies
Maximum potential sales milestones		$ 150,000
Agreement With LGM Pharma, LLC
Commitments and Contingencies
Purchase Commitment, Remaining Minimum Amount Committed						$ 2,700
Expiration term of agreement						5 years
Amended and Restated Commercial Manufacturing Services and Supply Agreement with Lonza Tampa LLC
Commitments and Contingencies
Term of submission			24 months
Initial term			12 months

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenues:	$ 158,320	$ 13,996	$ 17,488
Costs and expenses:
Research and development	39,276	47,842	43,242
Selling, general and administrative	157,178	81,569	44,742
Total costs and expenses	209,696	135,290	90,872
Income (loss) from operations	(51,376)	(121,294)	(73,384)
Other income (expense):
Interest income	6,624	7,654	3,466
Interest expense	(24,172)	(14,651)	(6,273)
Loss on extinguishment of debt			(2,311)
Total other expense, net	(17,548)	(6,997)	(5,118)
Net loss and comprehensive loss	$ (68,924)	$ (128,291)	$ (78,502)
Net loss per common share, basic (in dollars per share)	$ (0.8)	$ (1.63)	$ (1.21)
Net loss per common share, diluted (in dollars per share)	$ (0.8)	$ (1.63)	$ (1.21)
Weighted average common shares outstanding, basic (in shares)	86,059,101	78,707,503	64,993,476
Weighted average common shares outstanding, diluted (in shares)	86,059,101	78,707,503	64,993,476
Product sales, net
Revenues:	$ 148,288
Costs and expenses:
Cost of revenue	8,824
Service revenue, net
Revenues:	10,032	$ 13,996	$ 17,488
Costs and expenses:
Cost of revenue	$ 4,418	$ 5,879	$ 2,888

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation

Stock-Based Compensation

9. Stock-Based Compensation

2020 Long-Term Incentive Plan

Our 2020 Long-Term Incentive Plan (the “2020 Plan”) provides for the granting of stock appreciation rights, stock awards, stock units, and other stock-based awards and for accelerated vesting under certain change of control transactions. The number of shares of our common stock available for issuance under the 2020 plan will automatically increase on January 1 of each year through 2030, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board of Directors (the “Evergreen Provision”). On January 1, 2026, the number of shares of common stock available for issuance under the 2020 Plan automatically increased by 3,488,165 shares pursuant to the Evergreen Provision. As of December 31, 2025, there were 1,441,085 shares available for future grants under the 2020 Plan.

The 2020 Plan replaced all prior equity award plans and such plans have been discontinued. However, the awards outstanding under the prior equity award plans will continue to remain in effect in accordance with their terms. Awards that are forfeited under these prior plans upon cancellation, termination or expiration will not be available for grant under the 2020 Plan. As of December 31, 2025, a total of 308,589 shares of common stock were reserved for issuance related to the remaining outstanding equity awards granted under the prior plans.

2022 Inducement Plan

On January 25, 2022, the Board of Directors approved the adoption of our 2022 Inducement Plan (the “2022 Inducement Plan”). The 2022 Inducement Plan was recommended for approval by the Compensation Committee of the Board (the “Compensation Committee”), and subsequently approved and adopted by the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the rules and regulations of The Nasdaq Stock Market, LLC (the “Nasdaq Listing Rules”).

310,000 shares of our common stock were reserved for issuance pursuant to equity awards that may be granted under the 2022 Inducement Plan, and the 2022 Inducement Plan will be administered by the Compensation Committee. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, equity awards under the 2022 Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board of Directors, or following a bona fide period of non-employment by us, if he or she is granted such equity awards in connection with his or her commencement of employment with us and such grant is an inducement material to his or her entering into employment with us. As of December 31, 2025, a total of 27,608 shares were available for issuance under the 2022 Inducement Plan.

Employee Stock Purchase Plan

In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “ESPP”). The number of shares of our common stock available for issuance under the ESPP will automatically increase on January 1 of each year through 2030, by the lesser of (a) 1.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (b) 150,000 shares, or (c) an amount determined by the Board of Directors. On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 150,000 shares. As of December 31, 2025, a total of 492,682 shares of common stock are reserved for issuance under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll deductions, subject to plan limitations. Unless otherwise determined by the administrator, the common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is 85% of the lesser of the fair market value of our common stock on the first and last trading day of the offering period. During the years ended December 31, 2025, 2024 and 2023, 192,060, 172,395, and 140,922 shares were issued under the ESPP, respectively.

Stock-Based Compensation Valuation and Expense

We account for employee stock-based compensation plans using the fair value method. The fair value method requires us to estimate the grant-date fair value of stock-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. The fair value of each option grant is estimated using a Black-Scholes option-pricing model. For restricted stock units (“RSUs”) and performance stock units (“PSUs”), the grant-date fair value is based upon the market price of our common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service period or vesting term.

Total stock-based compensation expense recognized for employees and non-employees was as follows:


		Year Ended
		December 31,
By Expense Category:		2025			2024			2023
Cost of service revenue		$	387		$	225		$	—
Research and development			1,338			3,489			2,294
Selling, general and administrative			27,747			15,092			7,795
Total stock-based compensation expense		$	29,472		$	18,806		$	10,089

The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted average basis, by type of award:


	As of December 31, 2025
			Weighted
			Average
			Remaining
			Recognition
	Unamortized		Period
	Expense		(Years)
Stock options	$	2,248	0.8
Restricted and performance stock units	$	37,943	2.2

Fair Value of Stock Options Granted and Purchase Rights Issued under the ESPP

We use the Black-Scholes option-pricing model to determine the fair value of stock options granted and purchase rights issued under the ESPP.

There were no stock options granted during the year ended December 31, 2025. The following table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model during the year ended December 31, 2024 and 2023:


	Year Ended
	December 31,
	2024	2023
Expected dividend yield	—	—
Risk-free interest rate	3.98%	3.46% - 4.73%
Expected volatility	90%	90% - 95%
Expected life (years)	6.1	5.8 - 6.1

The following table summarizes the assumptions used for estimating the fair value of purchase rights granted to employees under the ESPP under the Black-Scholes option-pricing model:


	Year Ended
	December 31,
	2025		2024		2023
Expected dividend yield	—		—		—
Risk-free interest rate	3.99% - 4.31%		4.80% - 5.27%		5.20% - 5.47%
Expected volatility	44% - 74%		62% - 72%		60% - 64%
Expected life (years)	0.50		0.50		0.50

The following describes our methodology for determining each assumption:

Expected Dividend Yield: The dividend yield percentage is zero because we have not historically paid dividends and do not expect to for the foreseeable future.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury yield curve approximating the term of the expected life of the award in effect on the date of grant.

Expected Volatility: Expected stock price volatility is based on a weighted average of several peer public companies and the historical volatility of our common stock during the period for which it has traded since the initial public offering. For purposes of identifying peer companies, we considered characteristics such as industry, length of trading history and similar vesting terms.

Expected Life: The expected life represents the period the awards are expected to be outstanding. Our historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, we estimate the expected term by using the simplified method.

Stock Options

Options generally vest over a four-year period in multiple tranches.

The following table summarizes stock option activity during the year ended December 31, 2025:


						Weighted
				Weighted		Average
				Average		Contractual	Aggregate
		Number of		Exercise		Term	Intrinsic
		Shares		Price		(in years)	Value
Outstanding as of December 31, 2024		9,009,005		$	4.76
Granted		—			—
Exercised		(625,074)			4.75
Cancelled		(10,117)			5.72
Outstanding as of December 31, 2025		8,373,814		$	4.76	5.9	$	248,933
Exercisable as of December 31, 2025		7,835,046		$	4.67	5.8	$	233,636
Vested and expected to vest as of December 31, 2025		8,354,213		$	4.76	5.9	$	248,390

No options were granted during the year ended December 31, 2025. The weighted average fair value for options granted during the year ended December 31, 2024 and 2023 was $9.84 and $5.09 per share, respectively. The aggregate intrinsic value of stock options in the table above represents the difference between the $34.49 closing price of our common stock as of December 31, 2025 and the exercise price of outstanding, exercisable, and vested and expected to vest in-the-money stock options.

Additional information related to our stock options is summarized below:


		December 31,
		2025			2024			2023
Cash proceeds from options exercised		$	2,971		$	1,771		$	495
Aggregate intrinsic value of options exercised		$	12,312		$	2,907		$	468
Fair value of options vested		$	5,894		$	6,773		$	10,143

Restricted and Performance Stock Units

RSUs and PSUs represent the right to receive shares of our common stock at the end of a specified time period and/or upon the achievement of a specific milestone. RSUs and PSUs can only be settled in shares of our common stock.

RSUs generally vest over a four-year period similar to stock options granted to employees. RSUs granted to directors generally vest over a one-year period.

PSUs granted during 2025 and 2024 included 749,793 and 520,526 respectively, granted to our executive officers. These PSUs vest upon the later of (a) time-based vesting conditions and (b) the first commercial sale of YUTREPIA in the United States, which occurred during the second quarter of 2025. The time-based vesting condition means 25% of the PSUs vest one year after grant date and quarterly thereafter for three years, subject to the executive officer’s continued service.

The tax withholding method used for most RSUs and PSUs is the sell-to-cover method, in which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the RSUs and PSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales are remitted to taxing authorities by us. In circumstances where the sell-to-cover method is not used, the holder of the RSUs or PSUs is required to remit cash to us to cover the tax withholding liability and the cash is then remitted to taxing authorities by us.

The following table summarizes our RSU and PSU activity during the year ended December 31, 2025:


		Weighted
		Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested as of December 31, 2024	2,948,049	$	10.82
Granted	3,035,129		12.86
Vested	(1,401,966)		10.74
Forfeited	(131,867)		15.93
Unvested as of December 31, 2025	4,449,345	$	12.08

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2025

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	December 31,			December 31,
	2025			2024
Accrued compensation	$	20,319		$	10,251
Accrued gross-to-net deductions		35,491			—
Accrued research and development expenses		3,229			2,495
Accrued inventory costs		5,757			1,641
Accrued other expenses		8,401			4,272
Total accrued expenses and other current liabilities	$	73,197		$	18,659

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (68,924)	$ (128,291)	$ (78,502)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Leases - Other (Details)	1 Months Ended	12 Months Ended
Leases - Other (Details)	Jun. 30, 2025 USD ($) ft² Options	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Leases
Right-of-use asset		$ 3,949,000	$ 4,187,000
Second laboratory and office space
Leases
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Number Of renewal options \| Options	2
Renewal term	5 years
Right-of-use asset	$ 0
Lease liability	$ 0
Land subject to ground leases \| ft²	70,131
Renewable standby letter of credit	$ 3,300,000
Laboratory and office space
Leases
Lessee, Operating Lease, Existence of Option to Extend [true false]		true
Renewal term		5 years

Business - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jan. 09, 2023
Liquidity and Capital Resources
Net loss	$ 68,924	$ 128,291	$ 78,502
Accumulated deficit	$ 626,313	$ 557,389
Revenue Interest Financing Agreement \| HCR
Liquidity and Capital Resources
Cash covenants, minimum cash and cash equivalents to be maintained				$ 15,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 30: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 31: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes

Schedule of deferred tax assets and liabilities


	2025		2024
Deferred income tax assets:
Tax loss carryforwards	$	90,487	$	86,289
Research and development credits		2,734		3,942
R&D section 174 costs		7,462		15,166
Share-based compensation		2,367		1,710
Lease liability		1,728		1,713
Compensation		4,990		2,235
Fixed assets		—		302
Patent amortization		98		280
Accrued litigation costs		2,200		1,786
Settlement reserve		259		496
Gross-to-net accruals		2,259		—
Licensing agreement		3,536		3,043
OID Interest		1,811		873
Other		90		31
Valuation allowance		(116,386)		(115,011)
Total deferred income tax assets		3,635		2,855
Deferred income tax liabilities:
Fixed assets		397		—
Intangible assets		2,202		1,825
Right of use asset		1,036		1,030
Total deferred income tax liabilities		3,635		2,855
Total net deferred tax	$	—	$	—

Schedule of federal income tax rate


		2025				2024				2023
				% of				% of				% of
				Pretax				Pretax				Pretax
		Amount		Earnings		Amount		Earnings		Amount		Earnings
U.S. Federal Statutory Tax Rate		$	(14,474)	21.00	%	$	(26,941)	21.00	%	$	(16,486)	21.00	%
State and Local Income Taxes, Net of Federal Income Tax Effect⁽¹⁾			(13)	0.02			(15)	0.01			(6)	0.01
Tax Credits
Research and development tax credits			(3,338)	4.84			—	—			—	—
Changes in Valuation Allowances			16,033	(23.26)			23,726	(18.50)			11,723	(14.94)
Nontaxable or Nondeductible Items
Share-based payment awards			1,507	(2.19)			2,301	(1.79)			4,290	(5.46)
Other			(25)	0.04			897	(0.70)			493	(0.63)
Changes in Unrecognized Tax Benefits			294	(0.43)			—	—			—	—
Other Adjustments			16	(0.02)			32	(0.02)			(14)	0.02
Effective Tax Rate		$	—	—	%	$	—	—	%	$	—	—	%

(1)

Schedule of recognized uncertain tax benefit


Balance at December 31, 2022	$	390
Increases related to 2023		—
Balance at December 31, 2023	$	390
Increases related to 2024		—
Balance at December 31, 2024		390
Increase related to prior periods		478
Increase related to current period		190
Decrease related to lapse of the applicable statute of limitations		(374)
Balance at December 31, 2025	$	684

Income Taxes - Uncertain Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
Beginning balance	$ 390	$ 390	$ 390
Increase related to prior periods	478
Increases related to current period	190	0	0
Decrease related to lapse of the applicable statute of limitations	(374)
Ending balance	$ 684	$ 390	$ 390

Contract Acquisition Costs and Intangible Asset, and Goodwill

12 Months Ended

Dec. 31, 2025

Contract Acquisition Costs and Intangible Asset, and Goodwill

Contract Acquisition Costs and Intangible Asset, and Goodwill

5. Contract Acquisition Costs and Intangible Asset, and Goodwill

Contract acquisition costs and intangible asset are summarized as follows:


		December 31, 2025							December 31, 2024
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Contract acquisition costs		$	12,980	$	(6,162)	$	6,818		$	12,980	$	(5,694)	$	7,286
Intangible asset		$	5,620	$	(2,668)	$	2,952		$	5,620	$	(2,464)	$	3,156

We amortize the value of the contract acquisition costs and intangible asset on a pro-rata basis based on the estimated total service revenue or net profits to be recognized over the period from November 18, 2020 through December 2032, the termination date of the Promotion Agreement (see Note 2 Basis of Presentation, Significant Accounting Policies and Fair Value Measurements). Amortization of contract acquisition costs is recorded as a reduction of service revenue, net, and amortization of the intangible asset is recorded as cost of service revenue.

We recorded amortization related to the contract acquisition costs of $0.5 million, $0.6 million, and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. We recorded amortization related to the intangible asset of $0.2 million, $0.3 million, and $0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. Annual amortization over the next five years is expected to immaterially fluctuate from the 2025 amounts, consistent with changes to net profits to be recognized pursuant to the Promotion Agreement over the period.

During the year ended December 31, 2020, we recorded goodwill of $3.9 million, which primarily represented the Liquidia PAH assembled workforce and the residual value of the purchase consideration and assumed liabilities that exceeded the assets acquired (see Note 2 Basis of Presentation, Significant Accounting Policies and Fair Value Measurements). As of December 31, 2025 and 2024, we concluded that there were no events or changes in circumstances that indicated that the carrying amount of goodwill was not recoverable.

Business

12 Months Ended

Dec. 31, 2025

Business

Business

1. Business

Description of the Business

We are a biopharmaceutical company driven by science and compassion to revolutionize care for patients with challenging respiratory and vascular diseases such as pulmonary arterial hypertension (“PAH”) and pulmonary hypertension associated with interstitial lung disease (“PH-ILD”). We operate through our wholly owned operating subsidiaries, Liquidia Technologies, Inc. and Liquidia PAH, LLC, formerly known as RareGen.

We currently generate revenue through the sale of YUTREPIA (treprostinil) inhalation powder (“YUTREPIA”) and pursuant to a promotion agreement with Sandoz Inc. (“Sandoz”), dated as of August 1, 2018, as amended (the “Promotion Agreement”), under which we share profit derived from the sale of Sandoz’s generic treprostinil injection (“Treprostinil Injection”) in the United States.

We employ a targeted commercial field force calling on healthcare providers involved in the treatment of PAH and PH-ILD in the United States, as well as key stakeholders involved in the distribution and reimbursement of medicines to treat these patients.

YUTREPIA is an inhaled dry powder formulation of treprostinil designed with our proprietary PRINT technology, a particle engineering platform that enables precise production of uniform drug particles, to improve the therapeutic profile of treprostinil by enhancing deep lung delivery while using a convenient, low effort dry-powder inhaler (“DPI”) and by achieving higher dose levels than the labeled doses of other marketed inhaled treprostinil therapies. YUTREPIA was approved by the U.S. Food and Drug Administration (“FDA”) in May 2025 for the treatment of both PAH and PH-ILD, and began commercialization in June 2025.

Treprostinil Injection is a fully-substitutable generic treprostinil for parenteral administration in the United States. We have the exclusive rights to conduct commercial activities for Treprostinil Injection and work jointly with Sandoz on commercial strategy for the product. Sandoz retains all other rights in and to Treprostinil Injection and holds the Abbreviated New Drug Application (“ANDA”) for Treprostinil Injection.

We also conduct research, development and manufacturing of novel products by applying our subject matter expertise in respiratory and vascular diseases. For example, we are currently developing L606, an investigational, liposomal formulation of treprostinil, which we licensed from Pharmosa Biopharm Inc. (“Pharmosa”), that is administered twice-daily with a short-duration next-generation nebulizer. L606 is currently being evaluated in an open-label study in the United States for treatment of PAH and PH-ILD, and we have initiated a worldwide-placebo-controlled pivotal study for the treatment of PH-ILD. We are also planning to conduct clinical studies to evaluate YUTREPIA for the treatment of pulmonary hypertension associated with chronic obstructive pulmonary disease (“PH-COPD”), idiopathic pulmonary fibrosis (“IPF”), progressive pulmonary fibrosis (“PPF”) and Raynaud’s phenomenon associated with systemic sclerosis (“SSc-RP”).

Risks and Uncertainties

We are subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on third parties and key personnel, protection of proprietary technology, compliance with government regulations, and the ability to secure additional capital to fund operations.

We operate in a dynamic and highly competitive industry and believe that changes in any of the following areas could have a material adverse effect on our future financial position, results of operations, or cash flows: advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval, market acceptance and third-

party payor coverage for our products; development of sales channels; certain strategic relationships; litigation or claims against us, including claims related to intellectual property, product, regulatory, or other matters; and our ability to attract and retain employees necessary to support our growth.

The current global macro-economic environment is volatile, which may result in supply chain constraints and elevated rates of inflation. We rely on single source manufacturers and suppliers for the supply of our products and product candidates, adding to the manufacturing risks we face. In the event of any failure by a supplier, we could be left without backup facilities. Any disruption from these manufacturers or suppliers could have a negative impact on our business, financial position and results of operations. Additionally, see Note 13 Legal Proceedings for discussion of potential adverse outcomes from pending legal proceedings that could limit our ability to continue to commercialize YUTREPIA.

Liquidity and Capital Resources

Since inception, we have incurred recurring operating losses, including net losses of $68.9 million, $128.3 million, and $78.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we had an accumulated deficit of $626.3 million. We have financed our growth and operations through a combination of funds generated from revenues, the issuance of convertible preferred stock and common stock, bank borrowings, bank borrowings with warrants, the issuance of convertible notes and warrants, and other long-term debt.

We expect to continue to incur significant expenses as we commercialize YUTREPIA and advance our product candidates through clinical trials and seek regulatory approval of such product candidates. These efforts require significant amounts of capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Additionally, the revenue interest financing agreement with HealthCare Royalty Partners IV, L.P. (“HCR”) dated January 9, 2023, as amended (the “HCR Agreement”) contains fixed quarterly payments and minimum cash covenants that require us to maintain cash and cash equivalents in an amount at least equal to $15.0 million for the remainder of the payment term, which based on amounts funded as of December 31, 2025, is expected to conclude in 2033.

We believe we will have sufficient cash and cash equivalents to meet our financial obligations and minimum cash covenants for at least the next twelve months. While we have included anticipated cash inflows from YUTREPIA product sales in our projections, we may not be able to generate sustained revenue from YUTREPIA and the resources needed to support development of L606 may not be accurate. We have based our estimates on assumptions that may prove to be wrong, and we could be limited in our ability to continue to commercialize YUTREPIA and/or use our available capital resources sooner than we currently expect. In the event revenues from YUTREPIA are insufficient to support our business operations and future capital needs, we expect that we would need further financing or we could be forced to delay, limit, reduce or terminate clinical studies or other ongoing activities, which could have a material adverse effect on our business, results of operations, and financial condition.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Operating activities
Net loss	$ (68,924)	$ (128,291)	$ (78,502)
Adjustments to reconcile net loss to net cash used in operating activities:
Acquired in-process research and development	2,000	3,500	10,000
Stock-based compensation	29,472	18,806	10,089
Depreciation and amortization	1,528	2,197	2,178
Non-cash lease expense	238	468	397
Loss (gain) on disposal of property and equipment	11	46	(2)
Loss on extinguishment of debt			2,311
Accretion and non-cash interest expense	24,172	14,644	6,093
Changes in operating assets and liabilities:
Accounts receivable, net	(51,374)	1,342	956
Inventory	(22,988)	(241)
Prepaid expenses and other current assets	840	(1,881)	(798)
Other noncurrent assets	(2,253)	(10,631)	20
Accounts payable	(2,593)	2,330	(1,152)
Accrued expenses and other current liabilities	54,538	5,259	7,746
Operating lease liabilities	(353)	(970)	(900)
Net cash used in operating activities	(35,686)	(93,422)	(41,564)
Investing activities
Purchase of in-process research and development	(2,000)	(3,500)	(10,000)
Proceeds from the sale of property, plant and equipment		8	2
Purchases of property, plant and equipment	(4,336)	(4,949)	(1,290)
Net cash used in investing activities	(6,336)	(8,441)	(11,288)
Financing activities
Proceeds from long-term debt, net of fees	74,975	57,460	41,744
Payments on long-term debt	(21,090)	(4,853)	(21,654)
Payments for debt prepayment and extinguishment costs			(2,190)
Principal payments on finance leases	(64)	(107)	(181)
Receipts from litigation financing	1,084	593	113
Proceeds from sale of common stock, net of issuance costs		138,551	24,238
Proceeds from issuance of common stock under stock incentive plans	4,822	3,019	1,178
Net cash provided by financing activities	59,727	194,663	43,248
Net increase in cash, cash equivalents, and restricted cash	17,705	92,800	(9,604)
Cash, cash equivalents, and restricted cash, beginning of period	176,479	83,679	93,283
Cash, cash equivalents, and restricted cash, end of period	194,184	176,479	83,679
Supplemental disclosure of cash flow information
Cash paid for interest			360
Cash paid for operating lease liabilities	1,370	1,322	1,283
Offering costs incurred, but not paid included in accrued expenses			132
Non-cash increase in right-of-use assets due to remeasurement of lease liabilities		4,577
Non-cash increase in property, plant and equipment through accounts payable	650	210	239
Non-cash increase in indemnification asset through accounts payable	$ 932	$ 753	$ 112

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Consolidated Balance Sheets
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	115,000,000	115,000,000
Common stock, shares issued (in shares)	87,204,137	84,683,063
Common stock, shares outstanding (in shares)	87,204,137	84,683,063

Inventory (Tables)

12 Months Ended

Dec. 31, 2025

Inventory

Schedule of inventory


		December 31,			December 31,
		2025			2024
Raw materials		$	8,547		$	3,737
Work in process			13,313			7,069
Finished goods			14,802			—
Inventory			36,662			10,806

Recognized as:
Inventory		$	23,802		$	241
Other assets			12,860			10,565

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements (Policies)

12 Months Ended

Dec. 31, 2025

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements

Basis of Presentation

Consolidation

The accompanying consolidated financial statements include our wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated.

Use of Estimates

Recent Accounting Pronouncements

The related enhanced disclosures are included in Note 10 Income Taxes.

Cash, Cash Equivalents and Restricted Cash

Accounts Receivable, Net

Concentration of Credit Risk


	Percentage of Gross Product Sales						Percentage of Accounts Receivable
	Year Ended December 31,						December 31,
	2025		2024		2023		2025		2024
Customer A	51	%	—	%	—	%	41	%	—	%
Customer B	47	%	—	%	—	%	55	%	—	%

Prelaunch Inventory

Inventory

Royalties

Property, Plant and Equipment


Lab and build-to-suit equipment (years)		5 - 7
Office equipment (years)		5
Furniture and fixtures (years)		10
Computer equipment (years)		3
Leasehold improvements		Lesser of life of the asset or remaining lease term

Long-Lived Assets

Goodwill

Leases

Leases with an initial term of 12 months or less are not recorded in the balance sheet pursuant to the practical expedient available under ASC 842.

Acquired In-Process Research and Development Costs

Long-term Debt

Revenue Recognition

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, we assess the promised goods or services in the contract and identify each promised good or service that is distinct.

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

Product Sales, Net

GTN adjustments include:

●

Service Revenue, Net

Research and Development Expense

Accrued Research and Development Expenses

Patent Maintenance

Stock-Based Compensation

Net Loss Per Share


	Year Ended
	December 31,
	2025	2024	2023
Stock Options	8,763,041	9,288,028	9,513,039
Restricted Stock Units	4,734,627	3,049,830	1,685,532
Warrants	303,493	450,000	450,000
Total	13,801,161	12,787,858	11,648,571

Certain common stock warrants are included in the calculation of basic and diluted net loss per share since their exercise price is de minimis.

Income Taxes

Fair Value Measurements

Level 1 — Quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs other than quoted prices included in active markets that are observable for the asset or liability, either directly or indirectly; and

Level 3 — Unobservable inputs for the asset and liability used to measure fair value, to the extent that observable inputs are not available.

 

Quoted

 

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Carrying

December 31, 2025

(Level 1)

(Level 2)

(Level 3)

Value

Money market funds (cash equivalents)

174,828

—

174,828

 

Quoted

 

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Carrying

December 31, 2024

(Level 1)

(Level 2)

(Level 3)

Value

Money market funds (cash equivalents)

170,672

—

170,672

Other Fair Value Disclosures

The carrying value and fair value of long-term debt as of December 31, 2025 and December 31, 2024 is as follows:


	December 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	$	191,341	$	203,300	$	113,284	$	110,174

Long-term Debt

12 Months Ended

Dec. 31, 2025

Long-term Debt

Long-term Debt

12. Long-term Debt

On January 9, 2023, we entered into the HCR Agreement, as amended, pursuant to which and subject to the terms and conditions contained therein, HCR has paid us an aggregate investment amount of $175.0 million (the “Investment Amount”). $25.0 million remains available for funding upon mutual agreement of HCR and us.

As consideration for the Investment Amount and pursuant to the HCR Agreement, we have agreed to pay HCR according to a fixed quarterly payment schedule. As of December 31, 2025, we were required to pay $58.4 million within one year of the balance sheet date, which is classified as current in our consolidated balance sheet.

Aggregate payments to HCR are capped at 175% of funded portion of the Investment Amount (the “Hard Cap”), plus an amount, if any, that HCR would need to receive to yield an internal rate of return of (i) 18% on the first $67.5 million funded, (ii) 16% on the next $57.5 million funded, (iii) 13% on the next $50.0 million funded, and (iv) 12% on the next $25.0 million funded (the “IRR True-Up Payment”), unless the HCR Agreement is earlier terminated. If a change of control occurs or upon the occurrence of an event of default, HCR may accelerate payments due under the HCR

Agreement up to the Hard Cap, plus the IRR True-Up Payment, plus any other obligations payable under the HCR Agreement.

The HCR Agreement contains customary affirmative and negative covenants and customary events of default and other events that would cause acceleration, including, among other things, the occurrence of certain material adverse events or the material breach of certain representations and warranties and specified covenants, in which event HCR may elect to terminate the HCR Agreement and require us to make payments to HCR equal to the lesser of (a) the Hard Cap, plus any other obligations payable under the HCR Agreement, or (b) the funded portion of the Investment Amount, minus payments received by HCR, plus the IRR True-Up Payment. If the FDA grants final approval to an inhaled treprostinil product therapeutically equivalent to YUTREPIA and HCR has not received 100% of the amount funded by HCR to date, then we will be required to make payments to HCR equal to 100% of the amount funded by HCR to date, minus payments received by HCR.

The HCR Agreement contains certain restrictions on our ability, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, dispose of assets, pay dividends and distributions, subject to certain exceptions. In addition, the HCR Agreement contains a financial covenant that requires us to maintain cash and cash equivalents in an amount at least equal to $15.0 million for the remainder of the payment term, which based on amounts funded as of December 31, 2025, concludes in 2033.

As of the filing date of these consolidated financial statements, we are not aware of any breach of covenants, or the occurrence of any material adverse event, nor have we received any notice of event of default from HCR.

We recorded the total funds received from HCR under the terms of the HCR Agreement as a liability. Cumulative fees to the lender and third parties of approximately $1.0 million are reflected as a discount on the long-term debt and is being accreted over the term using the effective interest method. All amendments to date were treated as debt modifications in accordance with ASC 470 Debt. The HCR Agreement’s initial effective interest rate was 17.3%, which decreased to 17.2% following the Third Amendment. Following the Fourth Amendment the effective interest rate was 18.0% and was 16.0% following the Fifth Amendment. Following the Sixth Amendment the effective interest rate is 15.8%. Following the funding on June 23, 2025, the effective interest rate was 14.4%. We use the contractual payment schedule to determine the interest expense to record to accrete the liability to the amount ultimately due. Over the course of the HCR Agreement, the effective interest rate may be affected by potential changes in contractual payments.

The following table presents the changes in the HCR Agreement payable during the year ended December 31, 2025:


Balance as of December 31, 2024	$	113,284
Accretion		3,823
Payments		(2,122)
Funding, net of fees⁽¹⁾		24,975
Balance as of March 17, 2025	$	139,960
Accretion		5,972
Payments		(2,854)
Funding, net of fees⁽²⁾		50,000
Balance as of June 23, 2025	$	193,078
Accretion		14,377
Payments		(16,114)
Balance as of December 31, 2025	$	191,341
Less: current portion of long-term debt		(58,406)
Long-term portion of long-term debt	$	132,935

(1)

(2)

On June 23, 2025, $50.0 million was funded by HCR following first commercial sale of YUTREPIA.

The fixed contractual annual payments on long-term debt as of December 31, 2025 are as follows:


Year ending December 31:
2026	$	58,406
2027		47,145
2028		54,526
2029		36,865
2030		31,314
Thereafter		50,397
Total	$	278,653

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Basis of Presentation, Significant Accounting Policies and Fair Value Measurements

Schedules of concentration of risk for significant customers


	Percentage of Gross Product Sales						Percentage of Accounts Receivable
	Year Ended December 31,						December 31,
	2025		2024		2023		2025		2024
Customer A	51	%	—	%	—	%	41	%	—	%
Customer B	47	%	—	%	—	%	55	%	—	%

Schedule of property, plant and equipment, useful life


Lab and build-to-suit equipment (years)		5 - 7
Office equipment (years)		5
Furniture and fixtures (years)		10
Computer equipment (years)		3
Leasehold improvements		Lesser of life of the asset or remaining lease term

Schedule of anti-dilutive securities


	Year Ended
	December 31,
	2025	2024	2023
Stock Options	8,763,041	9,288,028	9,513,039
Restricted Stock Units	4,734,627	3,049,830	1,685,532
Warrants	303,493	450,000	450,000
Total	13,801,161	12,787,858	11,648,571

Schedule of financial assets and liabilities measured at fair value

 

Quoted

 

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Carrying

December 31, 2025

(Level 1)

(Level 2)

(Level 3)

Value

Money market funds (cash equivalents)

174,828

—

174,828

 

Quoted

 

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Carrying

December 31, 2024

(Level 1)

(Level 2)

(Level 3)

Value

Money market funds (cash equivalents)

170,672

—

170,672

Schedule of carrying value and fair value of long-term debt


	December 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including amounts due within one year	$	191,341	$	203,300	$	113,284	$	110,174

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 64	$ 440,954	$ (350,596)	$ 90,422
Balance (in shares) at Dec. 31, 2022	64,517,912
Issuance of common stock upon exercise of stock options		495		495
Issuance of common stock upon exercise of stock options (in shares)	137,576
Issuance of common stock upon vesting of restricted stock units	$ 1	(1)
Issuance of common stock upon vesting of restricted stock units (in shares)	201,880
Issuance of common stock under employee stock purchase plan		683		683
Issuance of common stock under employee stock purchase plan (in shares)	140,922
Sale of common stock, net	$ 4	24,102		24,106
Sale of common stock, net (in shares)	3,631,285
Stock-based compensation		10,089		10,089
Net loss			(78,502)	(78,502)
Balance at Dec. 31, 2023	$ 69	476,322	(429,098)	47,293
Balance (in shares) at Dec. 31, 2023	68,629,575
Issuance of common stock upon exercise of stock options	$ 1	1,770		1,771
Issuance of common stock upon exercise of stock options (in shares)	380,096
Issuance of common stock upon vesting of restricted stock units (in shares)	725,038
Issuance of common stock under employee stock purchase plan		1,248		1,248
Issuance of common stock under employee stock purchase plan (in shares)	172,395
Issuance of common stock upon exercise of warrants (in shares)	9,158
Sale of common stock, net	$ 15	138,536		138,551
Sale of common stock, net (in shares)	14,766,801
Stock-based compensation		18,806		18,806
Net loss			(128,291)	(128,291)
Balance at Dec. 31, 2024	$ 85	636,682	(557,389)	79,378
Balance (in shares) at Dec. 31, 2024	84,683,063
Issuance of common stock upon exercise of stock options	$ 1	2,970		$ 2,971
Issuance of common stock upon exercise of stock options (in shares)	625,498			625,074
Issuance of common stock upon vesting of restricted stock units	$ 1	(1)
Issuance of common stock upon vesting of restricted stock units (in shares)	1,401,466
Issuance of common stock under employee stock purchase plan		1,851		$ 1,851
Issuance of common stock under employee stock purchase plan (in shares)	192,060
Issuance of common stock upon exercise of warrants (in shares)	302,050
Stock-based compensation		29,472		29,472
Net loss			(68,924)	(68,924)
Balance at Dec. 31, 2025	$ 87	$ 670,974	$ (626,313)	$ 44,748
Balance (in shares) at Dec. 31, 2025	87,204,137

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation

Schedule of stock-based compensation expense recognized for employees and non-employees


		Year Ended
		December 31,
By Expense Category:		2025			2024			2023
Cost of service revenue		$	387		$	225		$	—
Research and development			1,338			3,489			2,294
Selling, general and administrative			27,747			15,092			7,795
Total stock-based compensation expense		$	29,472		$	18,806		$	10,089

Schedule of unamortized compensation expense and weighted average remaining recognition period


	As of December 31, 2025
			Weighted
			Average
			Remaining
			Recognition
	Unamortized		Period
	Expense		(Years)
Stock options	$	2,248	0.8
Restricted and performance stock units	$	37,943	2.2

Schedule of assumptions used for estimating the fair value of stock options


	Year Ended
	December 31,
	2024	2023
Expected dividend yield	—	—
Risk-free interest rate	3.98%	3.46% - 4.73%
Expected volatility	90%	90% - 95%
Expected life (years)	6.1	5.8 - 6.1

Schedule of stock option activity


						Weighted
				Weighted		Average
				Average		Contractual	Aggregate
		Number of		Exercise		Term	Intrinsic
		Shares		Price		(in years)	Value
Outstanding as of December 31, 2024		9,009,005		$	4.76
Granted		—			—
Exercised		(625,074)			4.75
Cancelled		(10,117)			5.72
Outstanding as of December 31, 2025		8,373,814		$	4.76	5.9	$	248,933
Exercisable as of December 31, 2025		7,835,046		$	4.67	5.8	$	233,636
Vested and expected to vest as of December 31, 2025		8,354,213		$	4.76	5.9	$	248,390

Schedule of additional information related to stock options


		December 31,
		2025			2024			2023
Cash proceeds from options exercised		$	2,971		$	1,771		$	495
Aggregate intrinsic value of options exercised		$	12,312		$	2,907		$	468
Fair value of options vested		$	5,894		$	6,773		$	10,143

Schedule of unvested RSU and PSU activity


		Weighted
		Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested as of December 31, 2024	2,948,049	$	10.82
Granted	3,035,129		12.86
Vested	(1,401,966)		10.74
Forfeited	(131,867)		15.93
Unvested as of December 31, 2025	4,449,345	$	12.08

Employee Stock Purchase Plan

Stock-Based Compensation

Schedule of assumptions used for estimating the fair value of stock options


	Year Ended
	December 31,
	2025		2024		2023
Expected dividend yield	—		—		—
Risk-free interest rate	3.99% - 4.31%		4.80% - 5.27%		5.20% - 5.47%
Expected volatility	44% - 74%		62% - 72%		60% - 64%
Expected life (years)	0.50		0.50		0.50

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-Based Compensation - Restricted and Performance Stock Units (Details)	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Stock-Based Compensation
Unvested, number (in shares) \| shares	2,948,049
Unvested , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 10.82
Granted, number (in shares) \| shares	3,035,129
Granted , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 12.86
Vested , number (in shares) \| shares	(1,401,966)
Vested , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 10.74
Forfeited, number (in shares) \| shares	(131,867)
Forfeited , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 15.93
Unvested , number (in shares) \| shares	4,449,345
Unvested , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 12.08

Legal Proceedings (Details) - Liquidia PAH and Sandoz - USD ($) $ in Thousands	1 Months Ended
	Nov. 30, 2024	Apr. 30, 2021
UTC and Smiths Medical Litigation \| Pending Litigation
Legal Proceedings
Proceeds from Legal Settlements		$ 4,250
Breach of contract claim
Legal Proceedings
Judgement amount awarded from other party	$ 70,600

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Information

Segment Information

15. Segment Information

We operate as a single business segment focused on revolutionizing care for patients with challenging respiratory and vascular diseases such as PAH and PH-ILD. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by our Chief Executive Officer, the chief operating decision maker (“CODM”), in assessing segment performance and deciding how to allocate resources on a consolidated basis. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The CODM measures segment profit and loss by net loss as reported in the consolidated income statements. The CODM uses net loss to monitor budget and forecast versus actual results to assess segment performance and to allocate resources across the organization. The measure of segment assets is reported on the consolidated balance sheet as total assets.

The following table summarizes segment revenue, segment loss, and significant segment expenses regularly reported to the CODM during the years ended December 31, 2025, 2024 and 2023:


	Year Ended December 31,
	2025		2024		2023
Revenues:
Product sales, net	$	148,288	$	—	$	—
Service revenue, net		10,032		13,996		17,488
Total revenue		158,320		13,996		17,488
Cost of product sales		8,824		—		—
Cost of service revenue		4,418		5,879		2,888
Program expenses ⁽¹⁾
YUTREPIA		55,441		37,352		23,487
L606		19,678		12,052		12,551
Generic Treprostinil		364		720		308
Total program expenses		75,483		50,124		36,346
Non-program expenses ⁽²⁾		21,967		15,530		12,854
Personnel, including stock-based compensation		99,004		63,757		38,784
Income (loss) from operations		(51,376)		(121,294)		(73,384)
Other income (expense), net		(17,548)		(6,997)		(5,118)
Net loss	$	(68,924)	$	(128,291)	$	(78,502)

(1)

Includes external research and development and selling, general and administrative expenses

(2)

Includes professional service fees, facilities & infrastructure expenses, insurance, depreciation & amortization, and other corporate expenses

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details