vnda-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2026


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

For the transition period from to

Commission File Number: 001-34186

VANDA PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)


Delaware						03-0491827
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2200 Pennsylvania Avenue NW, Suite 300E

Washington, DC 20037

(202) 734-3400

(Registrant’s telephone number, including area code)

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


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, par value $0.001 per share	VNDA	The Nasdaq Global Market

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

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

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

Large accelerated filer

☐

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of July 30, 2026, there were 60,462,687 shares of the registrant’s common stock issued and outstanding.

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Vanda Pharmaceuticals Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2026

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		Page
PART I – FINANCIAL INFORMATION

ITEM 1	Financial Statements (Unaudited)	5

	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	5

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025	6

	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	7

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025	8

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	9

	Notes to Condensed Consolidated Financial Statements	10

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	39

ITEM 4	Controls and Procedures	39

PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	39

ITEM 1A	Risk Factors	39

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	40

ITEM 3	Defaults Upon Senior Securities	40

ITEM 4	Mine Safety Disclosures	40

ITEM 5	Other Information	40

ITEM 6	Exhibits	41

Signatures		42

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (Quarterly Report) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “target,” “goal,” “likely,” “will,” “would,” and “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements. Forward-looking statements are based upon current expectations and assumptions that involve risks, changes in circumstances and uncertainties. If the risks, changes in circumstances or uncertainties materialize or the assumptions prove incorrect, the results of Vanda Pharmaceuticals Inc. (we, our, the Company or Vanda) may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The forward-looking statements in this Quarterly Report may include, but are not limited to, statements about:

•our ability to continue to generate United States (U.S.) sales of Fanapt® (iloperidone) oral tablets for the acute treatment of manic or mixed episodes associated with bipolar I disorder and the treatment of schizophrenia;

•our ability to commercialize BYSANTITM (milsaperidone) for bipolar I disorder and schizophrenia;

•our ability to obtain approval from the U.S. Food and Drug Administration (FDA) for BYSANTITM for major depressive disorder (MDD);

•our ability to continue to generate sales of HETLIOZ® (tasimelteon) capsules for the treatment of Non-24-Hour Sleep-Wake Disorder (Non-24) in the U.S., in light of existing and potential generic competition, and Europe and HETLIOZ® capsules and oral suspension (HETLIOZ LQ®) for the treatment of nighttime sleep disturbances in Smith-Magenis syndrome (SMS) in the U.S.;

•our ability to obtain approval from the FDA for HETLIOZ® beyond the currently approved indications;

•our ability to increase market awareness of Non-24 and SMS and market acceptance of HETLIOZ®;

•our ability to continue to generate sales of PONVORY® (ponesimod) tablets for the treatment of adults with relapsing forms of multiple sclerosis, including clinically isolated syndrome, relapsing-remitting disease and active secondary progressive disease in the U.S.;

•our ability to obtain approval from the FDA for PONVORY® beyond the currently approved indications;

•our ability to generate sales of NEREUSTM (tradipitant) capsules for the prevention of vomiting induced by motion in the U.S., including through direct-to-consumer sales with the nereus.us website;

•our ability to obtain approval from the FDA for NEREUSTM for the prevention of vomiting induced by GLP-1 receptor agonists and the treatment of gastroparesis;

•our ability to obtain approval from the FDA for QuimilzaTM (imsidolimab) for the treatment of generalized pustular psoriasis;

•our level of success in commercializing our products in new markets;

•our ability to overcome the continued reimbursement and patient access challenges we face as a result of third-party payor coverage;

•our dependence on third-party manufacturers to manufacture our commercial products in sufficient quantities and quality;

•our ability to prepare, file, prosecute, defend and enforce any patent claims and other intellectual property rights;

•our ability to maintain rights to develop and commercialize our products under our license agreements;

•our ability to obtain and maintain regulatory approval of our products and the labeling for any approved products;

•our expectations regarding the timing and success of preclinical studies and clinical trials;

•the safety and efficacy of our products;

•regulatory developments in the U.S., Europe and other jurisdictions;

•limitations on our ability to utilize some or all of our prior net operating losses and orphan drug and research and development credits;

•our expectations regarding the size and growth of the current and potential markets for our products and our ability to serve those markets;

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•our expectations regarding trends with respect to our revenues, costs, liabilities and cash, cash equivalents and marketable securities;

•our ability to identify or obtain rights to new products;

•our ability to attract and retain key scientific or management personnel;

•our expectations regarding the cost, time frame, outcome, insurance coverage and effects of any litigation or other dispute;

•our ability to obtain the capital necessary to fund our research and development or commercial activities;

•potential losses incurred from product liability claims made against us; and

•the use of our existing cash, cash equivalents and marketable securities.

All forward-looking statements in this report are expressly qualified in their entirety by the cautionary statements contained throughout this report. We caution you not to rely too heavily on such forward-looking statements. Each forward-looking statement speaks only as of the date of this Quarterly Report, and we undertake no obligation, and specifically decline any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

We encourage you to read Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our unaudited condensed consolidated financial statements contained in this Quarterly Report. In addition to the risks described in Part I, Item 1A, Risk Factors, of our annual report on Form 10-K (Annual Report) for the fiscal year ended December 31, 2025 and in Part II, Item 1A, Risk Factors, of any Quarterly Report filed subsequent to our Annual Report, other unknown or unpredictable factors also could affect our results. Therefore, the information in this report should be read together with other reports and documents that we file with the Securities and Exchange Commission from time to time, including on Form 10-Q and Form 8-K, which may supplement, modify, supersede or update those risk factors. As a result of these factors, we cannot assure you that the forward-looking statements in this report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

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Part I — FINANCIAL INFORMATION


ITEM 1			Financial Statements (Unaudited)

VANDA PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


(in thousands, except for share and per share amounts)	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	55,882	$	84,851
Marketable securities	114,147		178,996
Accounts receivable, net	59,692		54,578
Inventory	1,678		1,852
Prepaid expenses and other current assets	33,085		26,985
Total current assets	264,484		347,262
Property and equipment, net	2,578		2,248
Operating lease right-of-use assets	14,598		3,923
Finance lease right-of-use assets	6,772		7,343
Intangible assets, net	113,115		117,089

Non-current inventory and other	10,920		11,083
Total assets	$	412,467	$	488,948
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	69,994	$	68,297
Product revenue allowances	94,032		76,865

Total current liabilities	164,026		145,162
Operating lease non-current liabilities	15,027		2,991
Finance lease non-current liabilities	3,175		4,076
Other non-current liabilities	10,054		9,533
Total liabilities	192,282		161,762
Commitments and contingencies (Notes 8 and 14)
Stockholders’ equity:
Preferred stock, $0.001 par value; 20,000,000 shares authorized, and no shares issued or outstanding at June 30, 2026 and December 31, 2025	—		—
Common stock, $0.001 par value; 150,000,000 shares authorized; 60,454,687 and 59,101,630 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	60		59
Additional paid-in capital	725,933		721,264
Accumulated other comprehensive income	38		629
Accumulated deficit	(505,846)		(394,766)
Total stockholders’ equity	220,185		327,186
Total liabilities and stockholders’ equity	$	412,467	$	488,948

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

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VANDA PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	Three Months Ended				Six Months Ended
(in thousands, except for share and per share amounts)	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Revenues:
Net product sales	$	50,529	$	52,590	$	102,247	$	102,631
Total revenues	50,529		52,590		102,247		102,631
Operating expenses:
Cost of goods sold excluding amortization	3,560		2,736		6,719		6,257
Research and development	36,953		21,990		65,388		57,702
Selling, general and administrative	71,838		64,616		140,199		114,700
Intangible asset amortization	1,987		1,751		3,974		3,503
Total operating expenses	114,338		91,093		216,280		182,162
Loss from operations	(63,809)		(38,503)		(114,033)		(79,531)
Other income, net	1,425		3,616		3,225		7,276
Loss before income taxes	(62,384)		(34,887)		(110,808)		(72,255)
Provision (benefit) for income taxes	129		(7,680)		272		(15,554)
Net loss	$	(62,513)	$	(27,207)	$	(111,080)	$	(56,701)
Net loss per share:
Basic	$	(1.04)	$	(0.46)	$	(1.86)	$	(0.96)
Diluted	$	(1.04)	$	(0.46)	$	(1.86)	$	(0.96)
Weighted average shares outstanding:
Basic	60,226,570		58,993,990		59,845,391		58,762,358
Diluted	60,226,570		58,993,990		59,845,391		58,762,358

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

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VANDA PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Net loss	$	(62,513)	$	(27,207)	$	(111,080)	$	(56,701)
Other comprehensive income (loss):
Net foreign currency translation gain (loss)	(5)		60		(21)		85
Change in net unrealized gain (loss) on marketable securities	(169)		(69)		(570)		306
Tax benefit (provision) on other comprehensive income (loss)	—		22		—		(69)
Other comprehensive income (loss), net of tax	(174)		13		(591)		322
Comprehensive loss	$	(62,687)	$	(27,194)	$	(111,671)	$	(56,379)

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

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VANDA PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
(in thousands, except for share amounts)	Shares	Par Value
Balances at December 31, 2025	59,101,630	$	59	$	721,264	$	629	$	(394,766)	$	327,186

Issuance of common stock from the exercise of stock options and settlement of equity awards	1,033,432	1		(1)		—		—		—
Stock-based compensation expense	—	—		2,563		—		—		2,563
Net loss	—	—		—		—		(48,567)		(48,567)
Other comprehensive loss, net of tax	—	—		—		(417)		—		(417)
Balances at March 31, 2026	60,135,062	$	60	$	723,826	$	212	$	(443,333)	$	280,765

Issuance of common stock from the exercise of stock options and settlement of equity awards	319,625	—		—		—		—		—
Stock-based compensation expense	—	—		2,107		—		—		2,107