Form 8-K

8-K — Phathom Pharmaceuticals, Inc.

Accession: 0001193125-26-193945

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001783183

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d140332d8k.htm (Primary)

EX-99.1 (d140332dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 30, 2026

PHATHOM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39094

82-4151574

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 Campus Drive, Suite 102

Florham Park, New Jersey 07932

(Address of principal executive offices) (Zip Code)

(877) 742-8466

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

PHAT

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02

Results of Operations and Financial Condition.

On April 30, 2026, Phathom Pharmaceuticals, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release issued on April 30, 2026

104

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

SIGNATURES

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

PHATHOM PHARMACEUTICALS, INC.

Date: April 30, 2026

By:

/s/ Anne Marie Cook

Anne Marie Cook

Chief Legal Officer

EX-99.1

Filename: d140332dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Phathom Pharmaceuticals Reports First Quarter 2026 Financial Results and Provides Business Update

•

~1.35 million total

VOQUEZNA® prescriptions filled to date

•

$58.3 million in Q1 net revenues, a 104% increase year-over-year

•

Q1 operating expenses of $61.8 million; non-GAAP

operating expenses of $56.2 million and net cash usage of ~$15 million, reflecting continued expense discipline and significant year-over-year cost reduction

•

FY 2026 guidance maintained; operating profitability expected beginning in Q3 2026 and for FY 2026

•

Conference call and webcast today, April 30, 2026, at 8:00 a.m. EDT

FLORHAM PARK, N.J., April 30, 2026 — Phathom Pharmaceuticals, Inc. (Nasdaq: PHAT), a biopharmaceutical

company focused on commercializing and developing novel treatments for gastrointestinal (GI) diseases, today reported financial results for the first quarter ended March 31, 2026, and provided a business update.

“In the first quarter, we more than doubled revenue compared to the prior year Q1. We have implemented our pivot to GI and the associated sales force

expansion,” said Steven Basta, President and Chief Executive Officer of Phathom. “We believe there is a path to $1 billion annual revenue in gastroenterology prescriptions, and we are encouraged by the strength of our new-to-brand prescription momentum. Among our top 3,000 GI prescribers as a group, approximately 30% of their

new-to-brand prescriptions were for VOQUEZNA, compared to PPIs. While the first quarter reflected seasonal health plan access dynamics and was a bit light to internal

expectations, we have seen a return to growth in late March and early April. Two of the first three weeks of April reached all-time weekly highs for covered prescriptions. We believe we are well positioned to

strengthen revenue growth and drive continued momentum.”

“Our first quarter results demonstrate strong year-over-year revenue growth and

continued execution against our plan, with net revenues of $58.3 million and net cash usage of approximately $15 million,” said Sanjeev Narula, Chief Financial and Business Officer of Phathom. “We maintained disciplined

operations, reducing year-over-year cash operating expenses by more than 40%, while continuing to invest in our commercial organization and clinical pipeline. With a strong balance sheet, an improved capital structure, and prescription trends

strengthening as we enter the second quarter, we are maintaining our full year 2026 guidance and we believe we are on track to achieve operating profitability beginning in the third quarter and for the full year 2026 and reach cash flow positivity

in 2027.”

Recent Business Highlights and First Quarter 2026 Results

VOQUEZNA Commercial Progress:

•

Following Phathom’s 2025 sales force realignment, the field team is fully trained and deployed as we enter

the second quarter.

•

Approximately 1.35 million total VOQUEZNA prescriptions have been filled as of April 17, 2026.

•

Approximately 268,000 total VOQUEZNA prescriptions were filled in the first quarter, 115% increase compared to

the first quarter 2025.

•

Covered prescriptions for the first quarter grew 91% year-over-year with approximately 63% of total first quarter

prescriptions covered by insurance.

EoE Clinical Trial Update:

•

The Phase 2 pHalcon-EoE-201 trial

evaluating VOQUEZNA in patients with eosinophilic esophagitis (EoE) is enrolling ahead of schedule with topline results now anticipated in late fourth quarter 2026 or early first quarter 2027.

First Quarter 2026 Financial Results:

•

Revenue: Net revenues for the first quarter 2026 were $58.3 million, an increase of

$29.8 million compared to $28.5 million for first quarter 2025. The increase was due to continued growth from execution of Phathom’s commercial strategy.

•

Research and development (R&D) expenses: R&D expenses for the first quarter 2026 were

$7.8 million, a decrease of $1.4 million compared to $9.2 million for first quarter 2025. The decrease was primarily due to lower personnel-related expenses and project costs.

•

Selling, general and administrative (SG&A) expenses: SG&A expenses for the first quarter 2026 were

$54.0 million, a decrease of $40.5 million compared to $94.5 million for first quarter 2025. The decrease was primarily due to a reduction in commercial-related

direct-to-consumer promotional expenses.

•

Operating expenses: Operating expenses for the first quarter 2026 were $61.8 million, compared

to $103.7 million for the first quarter 2025. The decrease of $41.9 million compared to the first quarter 2025 was attributable to cost savings associated with lower commercial promotional spend, lower personnel-related expenses, and lower

third-party spend. Cash operating expenses decreased approximately 43% year-over-year, reflecting continued focus on cost discipline across the organization. First quarter 2026 operating expenses and first quarter 2025 operating expenses both

included a non-cash charge related to stock-based compensation of $5.5 million. Non-GAAP operating expenses, which exclude stock-based

compensation charges, for the first quarter 2026 were $56.2 million, compared to $98.2 million for the first quarter 2025.

•

Net loss: Net loss for the first quarter 2026 was $30.4 million, compared to $94.3 million for

first quarter 2025. Non-GAAP adjusted net loss for the first quarter 2026 was $14.7 million compared to $77.1 million for the same period in 2025.

These non-GAAP adjusted net loss amounts, as more fully described below under “Non-GAAP Financial Measures,” exclude non-cash stock-based compensation charges, non-cash interest expense related to the accounting for our revenue interest financing liability, which

are in excess of the actual interest owed, and interest expense related to the amortization of debt discount on our term loan. A reconciliation of the GAAP financial results to non-GAAP financial

results is included in the tables below.

•

Cash and cash equivalents: As of March 31, 2026, cash and cash equivalents were $180.9 million.

In January 2026, Phathom received $122.0 million of net proceeds from its public equity offering. In February 2026, the Company modified its Hercules Loan Agreement and used $55.8 million of cash to repay a portion of its outstanding debt.

Based on its current operating plan, the Company believes its cash on hand along with anticipated future cash generated from operations will be sufficient to invest in the business and to satisfy all outstanding debt obligations, at all times,

without the need for additional debt or an equity raise.

2026 Financial Guidance

•

Phathom is maintaining its full year 2026 financial guidance:

•

Net revenues of $320–$345 million

•

Gross-to-net discount of

55–59%

•

Gross margin of approximately 80%

•

Non-GAAP operating expenses, excluding stock-based compensation, of

$235–$255 million

•

Operating profitability, excluding stock-based compensation, expected beginning in the third quarter 2026 and for

the full year 2026

Conference Call and Webcast

Phathom will host a conference call and webcast to discuss its first quarter 2026 financial results and business highlights today, April 30, 2026, at 8:00

a.m. EDT. A live webcast will be available on the investors page of Phathom’s website under Events & Presentations. A replay of the webcast will be available following the completion of the call and will be archived for up to

90 days.

Non-GAAP Financial Measures

This press release includes financial results prepared in accordance with accounting principles generally accepted in the United States (GAAP), and also

certain non-GAAP financial measures. In particular, Phathom has provided non-GAAP operating expense, adjusted net loss and adjusted net loss per share, adjusted to

exclude the items below. Non-GAAP financial measures are not an alternative for financial measures prepared in accordance with GAAP. However, Phathom believes the presentation of

non-GAAP adjusted operating expense, net loss and adjusted net loss per share, when viewed in conjunction with GAAP results, provides investors with a more meaningful understanding of ongoing operating

performance. Non-GAAP operating expense excludes non-cash stock-based compensation, which is impacted by changes in the market price of common stock. Adjusted net loss

and net loss per share exclude (i) non-cash stock-based compensation, (ii) interest expense related to the accounting for our revenue interest financing liability, which are in excess of the actual

interest owed, and (iii) interest expense related to the amortization of debt discount on our term loan. Phathom does not provide a reconciliation of projected non-GAAP operating expense to GAAP operating

expense due to the inherent difficulty in forecasting and quantifying non-cash stock-based compensation which is dependent on changes in the market price of common stock and necessary for such reconciliation.

Phathom believes the presentation of these non-GAAP financial measures provides useful information to management

and investors regarding Phathom’s results of operations. When GAAP financial measures are viewed in conjunction with these non-GAAP financial measures, investors are provided with a more meaningful

understanding of Phathom’s ongoing operating performance and are better able to compare Phathom’s performance between periods. In addition, these non-GAAP financial measures are among those

indicators Phathom uses as a basis for evaluating performance, and planning and forecasting future periods. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute

for GAAP financial measures. A reconciliation between these non-GAAP measures and the most directly comparable GAAP measures is provided later in this press release.

About Phathom Pharmaceuticals, Inc.

Phathom

Pharmaceuticals is a biopharmaceutical company focused on the commercialization and development of novel treatments for gastrointestinal diseases. Phathom has in-licensed the exclusive rights to vonoprazan, a first-in-class potassium-competitive acid blocker (PCAB) for the U.S., Europe and Canada. Phathom currently markets vonoprazan in the United States as VOQUEZNA® (vonoprazan) tablets for the relief of heartburn associated with Non-Erosive GERD in adults, the healing and maintenance of healing of Erosive GERD in

adults and relief of associated heartburn, and as part of VOQUEZNA® DUAL PAK® (vonoprazan tablets, amoxicillin capsules) and VOQUEZNA® TRIPLE PAK® (vonoprazan tablets, amoxicillin capsules, clarithromycin tablets) for the treatment of H. pylori infection in adults.

For more information about Phathom, visit the company’s website at www.phathompharma.com and follow on LinkedIn and X.

Forward-Looking Statements

This press release

contains forward-looking statements, including without limitation statements regarding: our guidance and expectations regarding financial results for 2026, including revenues from sales of VOQUEZNA, operating expenses,

gross-to-net and gross margin; our beliefs and expectations with respect to strengthening of prescription trends and our revenue growth trajectory; our belief in the

commercial opportunity for VOQUEZNA; our commercialization plans and expectations; our expectations and path for achieving operating profitability and cash flow positive operations and anticipated timing of such events; our belief in the sufficiency

of our cash and expected revenues to fund our current operating plan and pay outstanding debt obligations; our development plans and potential timelines including our

expectations for reporting topline results from the pHalcon-EoE-201 trial; our business strategy, goals, mission

and vision, including our goal to be a leader in GI; and our other expectations, forecasts and predictions as to future performance, results and likelihood of success. These statements involve known and unknown risks, uncertainties and other

important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including the risk that: we may

not be able to successfully commercialize VOQUEZNA or to achieve operating results, revenues or growth at the levels we expect; the market opportunity for VOQUEZNA may be significantly smaller than our expectations; market acceptance for VOQUEZNA

from healthcare professionals, patients, and payors in the indications for which it is approved may be significantly lower than we anticipate; we may encounter coverage, reimbursement, market access, or other issues in the course of our

commercialization efforts that may negatively impact our efforts and results; the unmet need for new treatment options in GERD may not be as high as we anticipate; estimates of the number of patients with the disorders for which VOQUEZNA is

approved, now or in the future, and our estimates of potential market size may not be accurate; our decisions as to where to allocate our resources and focus our efforts may not lead to the results we expect; we may not seek, achieve or maintain the

patent and regulatory exclusivity we expect or that could be available to us and may encounter generic competition sooner than we anticipate; our results may be negatively impacted by the launch of other competitive products; we may experience

adverse impact as the result of our dependence on third parties in connection with commercialization, product manufacturing, research and preclinical and clinical testing; we may be negatively impacted by regulatory developments or other

governmental actions in the United States, including government healthcare reform; we may encounter unexpected adverse side effects or inadequate efficacy of VOQUEZNA that may limit or impair market acceptance or impair current or future development

or regulatory approvals, or may result in recalls, withdrawals or product liability claims; we may not be able to obtain and maintain intellectual property protection important to our business; if we were to breach our license agreement with Takeda

for vonoprazan, Takeda might take action, including termination, that would significantly impair our business; we may encounter issues with our ongoing or planned clinical trials, including slower than expected enrollment that affect timing or

chances of success; we may receive negative or mixed results from our ongoing or future clinical trials that impact our business, goals or future opportunities; our operating expenses and cash use may be higher than we anticipate, including if we

decide to engage in activities not currently in our plan or if we face unexpected, or higher than anticipated, expenses, including as the result of unexpected events such as litigation; depending on our operating results and activities, we may not

achieve our financial guidance and we may not achieve profitability or cash flow positivity on the timelines we expect or at all; for the foregoing or other reasons, in the future, we may not have sufficient cash to fund our operations at the levels

we expect or to meet our obligations under the term debt or revenue interest financing agreement (RIFA) or our other obligations or to enable us to achieve profit from operations; we may need to or decide to raise additional capital and we may not

be able to do so on acceptable terms or at all; and any of the foregoing or other factors may negatively impact our ability to achieve our plans, goals, mission, vision and potential. For additional discussion of these and other risks, see the risk

disclosure in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on

these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this presentation to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in

their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

MEDIA CONTACT

Nick Benedetto

1-877-742-8466

media@phathompharma.com

INVESTOR CONTACT

Eric Sciorilli

1-877-742-8466

ir@phathompharma.com

VOQUEZNA, VOQUEZNA DUAL PAK, VOQUEZNA TRIPLE PAK, Phathom Pharmaceuticals, and their respective logos are registered trademarks of Phathom Pharmaceuticals,

Inc.

Selected Condensed Balance Sheets

(in thousands)

(unaudited)

March 31,

2026

December 31,

2025

Cash and cash equivalents

180,904

129,972

Total assets

305,120

259,149

Total liabilities

642,075

697,318

Total stockholders’ deficit

(336,955

)

(438,169

)

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended

March 31,

2026

2025

Product revenue, net

58,301

28,519

Cost of revenue

11,996

3,724

Gross profit

46,305

24,795

Operating expenses:

Research and development

7,771

9,184

Selling, general and administrative

54,011

94,474

Total operating expenses

61,782

103,658

Loss from operations

(15,477

)

(78,863

)

Other (expense) income:

Interest income

1,736

2,640

Interest expense

(15,797

)

(18,071

)

Other expense, net

(831

)

(22

)

Total other expense

(14,892

)

(15,453

)

Net loss and comprehensive loss

(30,369

)

(94,316

)

Net loss per share, basic and diluted

(0.37

)

(1.31

)

Weighted-average shares of common stock outstanding, basic and diluted

82,050,618

71,969,411

Reconciliation of GAAP to Non-GAAP Financial

Measures

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended

March 31,

2026

2025

Reconciliation of GAAP to Non-GAAP adjusted net

loss:

GAAP net loss

(30,369

)

(94,316

)

Stock-based compensation expense (A)

5,534

5,540

Non-cash interest on revenue interest financing

liability

9,301

11,003

Interest expense related to amortization of debt discount

844

696

Non-GAAP adjusted net loss

(14,690

)

(77,077

)

Reconciliation of GAAP to Non-GAAP adjusted net loss

per share — basic and diluted:

GAAP net loss per share — basic and diluted

(0.37

)

(1.31

)

Stock-based compensation expense (A)

0.07

0.08

Non-cash interest on revenue interest financing

liability

0.11

0.15

Interest expense related to amortization of debt discount

0.01

Non-GAAP net loss per share — basic and

diluted

(0.18

)

(1.07

)

Weighted-average shares of common stock outstanding, basic and diluted

82,050,618

71,969,411

(A) Stock-based compensation consists of the following:

Three Months Ended

March 31,

2026

2025

Research and development

799

1,330

Selling, general and administrative

4,735

4,210

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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