Biogen reports strong second quarter 2026 results demonstrating progress toward its goal of sustainable revenue growth

On July 29, 2026 Biogen Inc. (Nasdaq: BIIB) reported second quarter 2026 financial results.

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"This quarter is a reflection of the significant progress Biogen has made repositioning the company for long-term growth. Not only did our growth portfolio revenue exceed that of our legacy MS portfolio, delivering 24% of year-over-year growth, we also delivered strong revenue performance from our two recently acquired products, providing an opportunity for our pipeline to build on a growing business," said President and Chief Executive Officer Christopher A. Viehbacher. "At the same time, our scientific leadership continues to translate into commercial momentum, with a successful launch of SPINRAZA HD and historic approval of LEQEMBI IQLIK at-home initiation. As we enter a period of registrational data readouts beginning this year, we are realizing our vision for the New Biogen — one positioned for sustainable growth with a growing commercial business, a multi-year late-stage data flow, and an expanding early-stage pipeline."

Second quarter 2026 Growth Portfolio highlights

•SPINRAZA revenue of $402 million, up 2% year-over-year, driven by demand and stocking for the high-dose regimen partially offset by shipment timing in certain ex-U.S. markets; conversion to the high-dose regimen has been ahead of Company expectations in all launched geographies
•VUMERITY second quarter revenue of $197 million, down 7% year-over-year, primarily impacted by inventory dynamics; first half growth of 7% year-over-year
•LEQEMBI global in-market sales of $184 million, up 15% year-over-year, with U.S. in-market sales of $97 million, representing continued sequential growth; LEQEMBI IQLIK, a first-of-its-kind anti-amyloid treatment offering at-home administration, approved by the FDA as an initiation dose
•SKYCLARYS revenue of $168 million, up 29% year-over-year, primarily related to an increase in global demand mostly driven by the continued launch in Europe and certain other international markets
•ZURZUVAE revenue of $71 million, up 53% year-over-year, driven by demand growth; now launched in Germany, the first commercial launch outside the U.S. for PPD
•SYFOVRE revenue of $162 million for the full second quarter, up 8% year-over-year, showed its strongest quarterly demand since launch. $97 million of revenue recognized by Biogen following the close of the Apellis acquisition on May 14, 2026
•EMPAVELI revenue of $46 million for the full second quarter, up 123% year-over-year, driven by demand growth. $30 million of revenue recognized by Biogen following the close of the Apellis acquisition on May 14, 2026

The Company is now advancing the next potential wave of growth drivers with five registrational readouts from the late-stage pipeline expected over the next four quarters; continuing to build the early-stage pipeline to deliver long-term value
•Registrational data for litifilimab in SLE expected by end of 2026 and additional Phase 3 readouts for litifilimab in CLE, felzartamab in AMR, and zorevunersen in Dravet syndrome anticipated next year
•Diranersen demonstrated proof-of-concept in Alzheimer’s disease as the first tau-directed agent to show clinical efficacy and a reduction of tau pathology in the brain — Biogen plans to advance to Phase 3
•Expected initiation of a new Phase 2 study of felzartamab in Graves’ disease, expanding the potential of felzartamab in autoimmune disease
•Pending RayThera acquisition expected to add multiple immunology programs to Biogen’s portfolio, including a lead program now in Phase 1 development
Apellis acquisition now completed with strong second quarter 2026 revenue performance for SYFOVRE and EMPAVELI. With the integration progressing well, Biogen expects approximately $0.85 dilution to Non-GAAP diluted EPS for full year 2026, driven largely by lower interest income and higher interest expense associated with the transaction financing, and remains on track for the transaction to be accretive to Non-GAAP diluted EPS in 2027. Transaction run rate synergies exiting 2027 are expected to be at least $250 million.
Full year 2026 guidance updated to reflect a strengthening in underlying business performance outlook adjusted for the impact from completed and expected transactions and milestones
Financial Highlights
Q2 ’26 Q2 ’25 △
r (CC*)
Total Revenue (in millions) $2,736 $2,646 3% 2%
GAAP diluted EPS $0.66 $4.33 (85)% N/A
Non-GAAP diluted EPS $3.60 $5.47 (34)% N/A

Note: Percent changes represented as favorable/(unfavorable) versus the prior year period. N/A = not applicable.
* Percentage changes in revenue growth at constant currency (CC) are presented excluding the impact of changes in foreign currency exchange rates and hedging gains or losses. Foreign currency revenue values are converted into U.S. Dollars using the exchange rates from the end of the previous calendar year.

A reconciliation of GAAP to Non-GAAP financial measures can be found in Table 4 at the end of this news release.
Revenue Summary
(in millions) Q2 ’26 Q2 ’25 △
r (CC*)
Multiple sclerosis (MS) product revenue(1)
$963 $1,107 (13)% (14)%
Rare disease revenue(2)
$602 $543 11% 9%
Specialized immunology revenue(3)
$128 $— —% —%
Biosimilars revenue $153 $182 (16)% (20)%
Other product revenue(4)
$71 $47 51% 51%
Total product revenue $1,916 $1,879 2% —%
Revenue from anti-CD20 therapeutic programs $514 $467 10% 10%
Alzheimer’s collaboration revenue(5)
$64 $55 16% 16%
Contract manufacturing, royalty and other revenue $242 $245 (1)% (5)%
Total revenue $2,736 $2,646 3% 2%

•Second quarter 2026 Legacy MS Portfolio, which includes AVONEX, PLEGRIDY, TECFIDERA, and TYSABRI, generated $767 million of revenue, driven by resilient performance from TYSABRI.
Expense Summary
(in millions) Q2 ’26 Q2 ’25 △
GAAP cost of sales*
$777 $605 (28)%
% of Total Revenue 28% 23%
Non-GAAP cost of sales*
$612 $554 (10)%
% of Total Revenue 22% 21%
GAAP R&D expense $530 $399 (33)%
Non-GAAP R&D expense $490 $394 (24)%
GAAP SG&A expense $710 $584 (22)%
Non-GAAP SG&A expense $680 $579 (17)%
GAAP and Non-GAAP acquired IPR&D, upfront and milestone expense $164 $47 NMF

Note: Percent changes represented as favorable/(unfavorable) versus the prior year period
IPR&D = in-process R&D; NMF = no meaningful figure.
* Excluding amortization and impairment of acquired intangible assets

•The increase in second quarter 2026 GAAP and Non-GAAP cost of sales as a percentage of total revenue was driven primarily by product mix.

•The increase in second quarter 2026 GAAP R&D expense included approximately $38 million of step-up amortization related to SKYCLARYS inventory used in clinical trials. The increase in second quarter 2026 GAAP and Non-GAAP R&D expense was driven by higher spend on clinical trials, including felzartamab, salanersen and litifilimab, as well as the inclusion of operating expenses from Apellis, and a reduction in R&D funding received from Royalty Pharma.

•The increase in second quarter 2026 GAAP and Non-GAAP SG&A was primarily due to the inclusion of the commercial and management operations of Apellis subsequent to the acquisition of the company and an increase in operational spending on sales and marketing activities in support of our U.S. and international product launches.

•Second quarter 2026 GAAP and Non-GAAP acquired IPR&D, upfront and milestone expense was $164 million.
Other Financial Highlights

•Second quarter 2026 GAAP and Non-GAAP collaboration profit sharing was a net expense of approximately $69 million, which includes approximately $45 million related to Biogen’s collaboration with Samsung Bioepis, and approximately $24 million related to Biogen’s collaboration with Supernus Pharmaceuticals, Inc. for the commercialization of ZURZUVAE in the U.S.

•Second quarter 2026 GAAP other expense was approximately $19 million driven by net interest expense partially offset by net unrealized gains on equity securities. Second quarter 2026 Non-GAAP other expense was approximately $60 million primarily driven by net interest expense. Net interest expense includes financing costs related to the Apellis transaction.

•Second quarter 2026 GAAP and Non-GAAP effective tax rates were 26.4% and 17.2%, respectively. Second quarter 2025 GAAP and Non-GAAP effective tax rates were 14.7% and 13.5%, respectively. The year-over-year increase in the GAAP effective tax rate was primarily driven by non-deductible expenses related to the Apellis acquisition. The year-over-year increase in both GAAP and Non-GAAP effective tax rates were impacted by the favorable deferred tax impacts of decreases in foreign withholding taxes recorded in the second quarter of 2025.

Financial Position and Cash Flows

•Second quarter 2026 net cash flow from operations was approximately $449 million. Capital expenditures were approximately $41 million, and free cash flow, a Non-GAAP financial measure defined as net cash flow from operations less capital expenditures, was approximately $408 million.

•As of June 30, 2026, Biogen had cash and cash equivalents totaling approximately $1.3 billion and approximately $8.1 billion in total debt, resulting in net debt of approximately $6.8 billion.

•For the second quarter of 2026, the Company’s weighted average diluted shares were approximately 149 million.
Full Year 2026 Financial Guidance

Biogen is updating its full year 2026 financial guidance to reflect a strengthening in underlying business performance outlook with reported guidance adjusted for the impact from completed and expected transactions and milestones. Full year 2026 Non-GAAP diluted EPS range is expected as follows:

FY 2026 Non-GAAP Diluted EPS Guidance February 2026 April 2026 July 2026 Change
Underlying guidance $15.25 to $16.25 $15.25 to $16.25 $15.85 to $16.85 +$0.60
Approximate impact from acquired IPR&D and milestone charges – ($1.00) ~($3.00) ~($2.00)
Expected dilution from the Apellis acquisition – – ~($0.85) ~($0.85)
Reported Guidance $15.25 to $16.25 $14.25 to $15.25 $12.00 to $13.00

Full year total revenue is now expected to increase by a mid-single digit percentage for 2026 as compared to 2025 driven by continued revenue growth from our Growth Portfolio.

Biogen expects combined Non-GAAP R&D expense and Non-GAAP SG&A expense to be between $2.65 billion and $2.70 billion for the second half of 2026.

This guidance also assumes that foreign exchange rates as of July 24, 2026, will remain in effect for the remainder of the year, net of hedging activities.

Other than the acquired IPR&D and milestone impact expressly stated above, this financial guidance does not include any other potential future acquired IPR&D and milestone charges, impact from potential acquisitions or business development transactions or pending and future litigation or any impact of potential healthcare reform, as all are difficult to predict. Other important financial considerations will be provided on the conference call and webcast.

Biogen may incur charges, realize gains or losses, or experience other events or circumstances in 2026 that could cause any of these assumptions and expectations to change and/or actual results to vary from this financial guidance.

Biogen does not provide guidance for GAAP reported financial measures (other than revenue) or a
reconciliation of forward-looking Non-GAAP financial measures to the most directly comparable GAAP reported financial measures because the Company is unable without unreasonable effort to predict with reasonable certainty the financial impact of items such as the transaction, integration, and certain other costs related to acquisitions or large business development transactions; unusual gains and losses; potential future asset impairments; gains and losses from equity security investments; and the ultimate outcome of pending or future litigation. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, the Company is unable to address the significance of the unavailable information, which could be material to future results.

Other Key Recent Events

•Today Biogen announced Phase 2 data for BIIB091 in relapsing-remitting multiple sclerosis, which showed that BIIB091 has achieved proof-of-concept and the Company will be exploring next steps for the asset.

•In the second quarter of 2026, Biogen exercised its option to obtain from Ionis a worldwide exclusive, royalty-bearing license to develop and commercialize BIIB147, a Phase 1 ready investigational antisense oligonucleotide targeting stathmin-2 pre-mRNA in people with broad ALS. As part of the option exercise, Biogen paid Ionis a $15 million one-time license fee recorded in acquired IPR&D upfront and milestone expense.

Conference Call and Webcast

The Company’s earnings conference call for the second quarter will be broadcast via the internet at 8:30 a.m. ET on July 29, 2026 and will be accessible through the Investors section of Biogen’s website, www.biogen.com. Supplemental information in the form of a slide presentation is also accessible at the same location on the internet and will be subsequently available on the website for at least 90 days.

(Press release, Biogen, JUL 29, 2026, View Source [SID1234669486])

Adaptive Biotechnologies Reports Second Quarter 2026 Financial Results

On July 29, 2026 Adaptive Biotechnologies Corporation ("Adaptive Biotechnologies") (Nasdaq: ADPT), a commercial stage biotechnology company that aims to translate the genetics of the adaptive immune system into clinical products to diagnose and treat disease, reported financial results for the quarter ended June 30, 2026.

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"We delivered an exceptional second quarter, driven by expanding growth and profitability in MRD, including both our clinical and biopharma businesses," said Chad Robins, chief executive officer and co-founder of Adaptive Biotechnologies. "The combination of our operating performance, fortified balance sheet and plan to separate the Immune Medicine business enhances our ability to create long-term value for our shareholders."

Recent Highlights

•
Revenue for the second quarter of 2026 was $71.6 million. The MRD business, which contributed 92% of revenue, grew 33% versus the second quarter of 2025.
•
clonoSEQ test volume in the second quarter of 2026 increased 43% to 36,111 tests delivered versus the second quarter of 2025.
•
Completed a $345 million zero-coupon convertible senior notes offering, repaid the OrbiMed Purchase Agreement, and increased financial flexibility to support strategic priorities.
•
The company announced plans to pursue a separation of its MRD and Immune Medicine businesses.
•
Harlan Robins is transitioning roles at Adaptive from Chief Scientific Officer to a strategic consultant focused on key MRD R&D initiatives and the separation of the Immune Medicine business.
•
Raising full year 2026 MRD revenue guidance to a new range of $268 million to $278 million, implying annual growth of 26% to 31%.
Second Quarter 2026 Financial Results

Revenue was $71.6 million for the quarter ended June 30, 2026, representing a 22% increase from the second quarter in the prior year. Excluding revenue recognized under the Genentech Agreement, which did not generate revenue in the quarter ended June 30, 2026, revenue for the current quarter increased 30% from the second quarter in the prior year. MRD revenue was $66.2 million for the quarter, representing a 33% increase from the second quarter in the prior year. Immune Medicine revenue was $5.4 million for the quarter, representing a 40% decrease from the second quarter in the prior year. Excluding revenue generated from the Genentech Agreement, Immune Medicine revenue for the quarter ended June 30, 2026 increased 8% from the second quarter in the prior year.

Operating expenses for the second quarter of 2026 were $87.3 million, compared to $83.9 million in the second quarter of the prior year, representing an increase of 4%.

Interest and other income, net was $2.3 million for the second quarter of 2026, compared to $2.4 million in the second quarter of the prior year. Interest expense was $2.7 million for the second quarter of 2026, compared to $2.9 million in the second quarter of the prior year.

Net loss was $39.9 million for the second quarter of 2026, compared to $25.6 million for the same period in 2025. Excluding the loss recognized on the settlement of the OrbiMed Purchase Agreement, net loss was $16.2 million for the second quarter of 2026. Excluding revenue generated from the Genentech Agreement, net loss was $29.5 million for the second quarter of 2025.

Adjusted EBITDA (non-GAAP) was a loss of $0.7 million for the second quarter of 2026, compared to a loss of $7.2 million for the second quarter of the prior year. Excluding revenue generated from the Genentech Agreement, Adjusted EBITDA was a loss of $11.1 million for the second quarter of 2025.

Cash, cash equivalents and marketable securities was $371.7 million as of June 30, 2026, inclusive of $15.1 million of cash and cash equivalents held by Digital Biotechnologies, Inc.

2026 Updated Financial Guidance

Adaptive Biotechnologies expects full year revenue for the MRD business to be between $268 million and $278 million, updated from the previous range between $260 million and $270 million. No revenue guidance is provided for the Immune Medicine business.

We expect full year total company operating expenses, including cost of revenue, to be between $350 million and $355 million, updated from the previous range between $350 million and $360 million.

Management will provide further details on the outlook during the conference call.

Webcast and Conference Call Information

Adaptive Biotechnologies will host a conference call to discuss its second quarter 2026 financial results after market close on Wednesday, July 29, 2026 at 4:30 PM Eastern Time. The conference call can be accessed at View Source The webcast will be archived and available for replay at least 90 days after the event.

(Press release, Adaptive Biotechnologies, JUL 29, 2026, View Source [SID1234669485])

Photocure ASA: Results for the second quarter of 2026

On July 29, 2026 Photocure ASA (OSE:PHO) reported Hexvix/Cysview revenues of NOK 140.0 million in the second quarter of 2026 (Q2 2025: NOK 135.6 million), and an adjusted EBITDA of NOK 27.2 million (Q2 2025: NOK 27.0 million) for the company. In 2026, Photocure expects product revenue growth in the range of 8% to 11% on a constant currency basis and adjusted EBITDA margin expansion.

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"Photocure continued to execute well during the second quarter of 2026, delivering sustained commercial momentum across our core business while advancing several strategic initiatives that strengthen our long-term growth profile," says Dan Schneider, President & Chief Executive Officer of Photocure.

The company continued to execute on its plan to expand blue-light cystoscopy (BLC) use in Q2 2026 with the installation of 6 new Saphira towers in the U.S. — 4 new accounts and 2 blue light tower upgrades. Photocure had 436 active accounts in the U.S. at the end of the quarter, an increase of 20% versus the second quarter of 2025. Across Europe, a total of 87 Olympus Visera Elite III BLC capable systems were installed since the launch in Q1 2025 along with 20 upgraded rigid systems YTD from Karl Storz, Richard Wolf and Stryker.

Total revenues ended at NOK 142.5 million in the second quarter of 2026, an increase from NOK 135.6 million in Q2 2025. Reported EBITDA was NOK -2.0 million (NOK 14.8 million). EBIT ended at NOK -9.4 million (NOK -7.5 million). Cash and cash equivalents were NOK 162.4 million at the end of the period.

"One of the most important long-term opportunities for Photocure’s Cysview business remains the ongoing regulatory evolution in the United States. Following the U.S. Food and Drug Administration’s response to the Karl Storz Citizen Petition earlier this year, the Agency confirmed plans to initiate the proposed reclassification of BLC (FDA product code OAY) under its own initiative during the second half of 2026. We believe this represents an important milestone towards establishing a more predictable regulatory framework for BLC equipment and will significantly expand our addressable market by enabling broader participation from equipment manufacturers and accelerating adoption across U.S. healthcare systems," says Schneider and continues:

"A major strategic milestone during the quarter was the acquisition of Vesica Health, following our initial minority investment announced earlier this year. Vesica has developed AssureMDx, a commercial-ready multi-omic urine-based biomarker test for the early detection of bladder cancer with performance characteristics that position it among the leading emerging technologies in the field. The acquisition of Vesica significantly advances our strategy of building a comprehensive precision diagnostics platform by combining non-invasive biomarker testing with our market-leading BLC franchise. Together, these technologies have the potential to improve patient care across the entire diagnostic pathway—from early detection and risk stratification to diagnosis, surveillance and treatment decision-making. Looking ahead, we expect AssureMDx to generate initial revenue in 2027, with reimbursement anticipated by mid-2028 and the potential for an earlier reimbursement pathway as soon as 2027."

During the quarter Photocure also announced a research collaboration with Artera to evaluate AI-enabled digital pathology using Photocure’s BLC registry and the ArteraAI Bladder Test currently under development. Photocure strongly believes that artificial intelligence, BLC advanced imaging, and molecular diagnostics will increasingly work together to support more personalized management of bladder cancer patients, and Photocure is well positioned to participate in this evolution.

"Photocure is entering an exciting new phase of growth. Our core commercial business continues to generate consistent revenue growth supported by increasing procedure volumes, utilization, and equipment expansion. At the same time, multiple strategic catalysts, including FDA reclassification of BLC equipment in the United States, continued innovation across imaging and artificial intelligence, and the integration of Vesica’s multi-omic non-invasive precision diagnostics platform, provide meaningful opportunities to expand our addressable market and strengthen our leadership position in bladder cancer diagnostics," Schneider added.

For 2026, Photocure now expects product revenue growth in the range of 8% to 11% on a constant currency basis, up from the previously expected 7% to 11%, and continued expansion of the adjusted EBITDA margin.

"Our priorities remain clear: execute consistently, expand access to BLC, invest thoughtfully in innovation, and build a broader precision diagnostics platform that improves patient outcomes while creating sustainable long-term shareholder value. We remain confident in our strategy and encouraged about the opportunities that lie ahead for Photocure," Schneider concludes.

Please find the full financial report and presentation enclosed.

Adjusted EBITDA and other alternative performance measures (APMs) are defined and reconciled to the IFRS financial statements as a part of the APM section of the second quarter 2026 financial report on page 25.

The quarterly report and presentation will be published at 08:00 CEST and will be publicly available at www.photocure.com. Dan Schneider, CEO, Priyam Shah, VP of IR and Dick Peters, VP of Finance & IT will host a live webcast at 14:00 CEST.

The presentation will be held in English and questions can be submitted throughout the event. The streaming event is available through: View Source

The presentation is scheduled to conclude at 14:45 CEST.

(Press release, PhotoCure, JUL 29, 2026, View Source;utm_medium=email_campaign&utm_campaign=newsletter [SID1234669467])

Second Quarter 2026

On July 28, 2026 GlaxoSmithKline reported second quarter 2026 financial results.

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(Press release, GlaxoSmithKline, JUL 28, 2026, View Source [SID1234669514])

Entry into a Material Definitive Agreement

On July 28, 2026, Onconetix, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor (the "PIPE Investor"), pursuant to which the Company agreed to issue and sell to the PIPE Investor an aggregate of 37,812 shares of Series F convertible preferred stock, par value $0.00001 per share ("Series F Preferred Stock"), for an aggregate purchase price of $30,249,600 (the "PIPE Financing"). Concurrently with entering into the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement (as defined below) with the PIPE Investor, pursuant to which the Company agreed to provide the PIPE Investor with certain registration rights relating to the shares of Common Stock issuable upon conversion of the Series F Preferred Stock, as described below. The following descriptions of the Securities Purchase Agreement, the Certificate of Designations of Preferences, Rights and Limitations of the Series F Preferred Stock (the "Certificate of Designations") and the Registration Rights Agreement are summaries only, do not purport to be complete and are qualified in their entirety by reference to the full text of each of those agreements, copies of which are filed as Exhibits 10.1, 3.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Securities Purchase Agreement, the Certificate of Designations or the Registration Rights Agreement, as applicable.

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Series F Preferred Stock

Certificate of Designations

General. Pursuant to the Certificate of Designations, the Company has authorized the issuance of up to 42,000 shares of Series F Preferred Stock, each having a stated value of $1,000 per share (the "Stated Value"). The Company has issued 37,812 shares of Series F Preferred Stock to the PIPE Investor.

Ranking. The Series F Preferred Stock ranks junior to any Senior Preferred Stock, pari passu with the Company’s Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, and senior to the Company’s Common Stock and other junior securities with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Company.

Dividends. Holders of the Series F Preferred Stock are entitled to receive dividends when and as declared by the Company’s board of directors out of funds legally available therefor. In addition, from and after the occurrence, and during the continuance, of any Triggering Event, Default Dividends accrue on the Stated Value of each share of Series F Preferred Stock at a rate of 15.0% per annum until such Triggering Event is cured and are payable by inclusion in the applicable Conversion Amount or upon redemption, as provided in the Certificate of Designations.

Conversion Rights. Each holder may convert all or any portion of its Series F Preferred Stock into shares of the Company’s Common Stock at an initial conversion price of $0.9767 per share, subject to adjustment as provided in the Certificate of Designations.

Alternate Conversion Rights. Following the Stockholder Approval Date, holders may also elect to effect alternate conversions, including following the occurrence of certain Triggering Events, at alternative conversion prices determined pursuant to the Certificate of Designations, in each case subject to the applicable Floor Price and other limitations set forth therein.

Triggering Events. The Certificate of Designations contains customary Triggering Events, including, among other things, the Company’s failure to timely file or maintain the effectiveness of required registration statements, failures relating to share delivery or maintenance of an adequate share reserve, specified payment defaults, certain bankruptcy and insolvency events, suspension of trading of the Common Stock on an Eligible Market, material breaches of the transaction documents, specified change of control events and other customary events. Upon the occurrence of certain Triggering Events, holders are entitled to exercise the alternate conversion rights described above.

Conversion Price Adjustments. The Conversion Price is subject to customary anti-dilution adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar transactions. The Certificate of Designations also provides for adjustments in connection with certain stock combination events, issuances of Variable Price Securities and dilutive issuances, as well as voluntary reductions of the Conversion Price with the consent of the Required Holders, in each case as more particularly described in the Certificate of Designations.

Change of Control; Fundamental Transactions. Upon a Change of Control, holders may require the Company to exchange their Series F Preferred Stock for the applicable Change of Control Election Price in the manner provided in the Certificate of Designations. The Certificate of Designations also restricts the Company from consummating specified Fundamental Transactions unless the successor entity (i) assumes the Company’s obligations under the Certificate of Designations and the other Transaction Documents and holders receive the rights and protections set forth therein, and (ii) is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market.

Redemption Rights. The Company has the right, subject to the terms and conditions of the Certificate of Designations, to redeem all or a portion of the outstanding Series F Preferred Stock for cash at a redemption price equal to 125% of the greater of (i) the applicable Conversion Amount and (ii) the value determined by reference to the Conversion Rate and the highest closing sale price of the Common Stock during the applicable measurement period, in each case as provided in the Certificate of Designations.

Voting Rights. Except as required by applicable law or as expressly provided in the Certificate of Designations, the holders of the Series F Preferred Stock have no voting rights. To the extent holders are entitled to vote together with the holders of Common Stock, each share of Series F Preferred Stock is entitled to the number of votes equal to the number of shares of Common Stock into which such share is then convertible, subject to the applicable beneficial ownership limitations.

Covenants. The Certificate of Designations contains customary affirmative and negative covenants, including requirements that the Company maintain sufficient authorized shares of Common Stock for issuance upon conversion of the Series F Preferred Stock, comply with specified notice obligations, and restrictions on certain dividends, redemptions, issuances of senior securities, sale or transfer of assets of the Company, and other actions affecting the rights of the holders of the Series F Preferred Stock.

Ownership Limitation. A holder may not convert any shares of Series F Preferred Stock to the extent that, after giving effect to such conversion, the holder and its affiliates would beneficially own more than 4.99% of the Company’s outstanding Common Stock, subject to the holder’s right to increase or decrease such limitation to any percentage not exceeding 9.99% upon 61 days’ prior notice to the Company.

Exchange Right. If the Company consummates certain Subsequent Placements, holders may elect, subject to the terms of the Certificate of Designations, to exchange all or a portion of their Series F Preferred Stock for the securities issued in such Subsequent Placement (with the aggregate amount of such securities to be issued in such exchange equal to such aggregate amount of such securities with a purchase price valued at 120% of the Conversion Amount of the Preferred Shares delivered by such Holder in exchange therefor).

Reservation Requirements. So long as any shares of Series F Preferred Stock remain outstanding, the Company must reserve at least 150% of the number of shares of Common Stock necessary to effect the conversion of all outstanding shares of Series F Preferred Stock, assuming conversion at the applicable Floor Price and without regard to the applicable beneficial ownership limitations.

Conditions Precedent to Closing. The obligations of the parties to consummate the PIPE Financing are subject to customary closing conditions, as set forth in the Securities Purchase Agreement.

(Filing, 8-K, Onconetix, JUL 28, 2026, View Source [SID1234669493])