5 unchanged sentences
Please also see the section titled “Cautionary Note Regarding Forward-Looking Statements.”
−Removed: We are a team of scientists, engineers, and business professionals focused on discovering and developing first-in-class and best-in-class antibody-based medicines for indications with high unmet medical need.
−Removed: To address the barriers of conventional antibody drug development, we have built the capabilities to advance innovative, differentiated antibody drug programs, from target to the clinic.
+Added: AbCellera is a clinical-stage biotechnology company focused on discovering and developing antibody-based medicines for indications with high unmet medical need.
To maximize the value and impact of our work, we are advancing a pipeline of internal programs and strategically partnering with companies that have novel science, innovative technology, or a strong track record of bringing programs through clinical development.
−Removed: We focus on the development of antibody-based drugs and are committed to improving discovery and development.
−Removed: We aim to build a competitive advantage in bringing antibody therapeutics from target into clinical testing by combining expertise, technologies, and infrastructure to build integrated capabilities for antibody drug discovery and development .
+Added: We focus on the development of antibody drugs and are committed to improving discovery and development.
+Added: We aim to build a competitive advantage in bringing antibody drugs from target into clinical testing by combining expertise, technologies, and infrastructure to build integrated capabilities for antibody drug discovery and development .
W e think deeply about capital allocation and strive to maximize long-term value while mitigating the risks that are inherent in drug development.
−Removed: We look for opportunities where we believe low-risk investments in building technology and operational efficiency can create a sustained competitive advantage and drive long-term value by making biologics drug development faster and more efficient.
−Removed: We are leveraging our capabilities and technology platforms to develop internal programs and advance a pipeline of AbCellera programs with first-in-class and/or best-in-class potential.
−Removed: We evaluate these programs individually to determine the advisability of entering into preclinical and clinical development ourselves, entering into collaborations with partners, or out-licensing programs to optimize their development and clinical and commercial potential.
−Removed: Our deals with partners emphasize participation in the success and upside of future antibody therapeutic candidates.
−Removed: We structure our agreements in a way that is designed to align our partners’ economic interests with our own.
−Removed: Our partnership agreements include near-term payments for technology access, research and intellectual property rights, and downstream payments in the form of clinical and commercial milestones, and royalties on net sales.
−Removed: We also participate in alternative investment opportunities including equity in our business partners and various rights for deeper involvement in moving molecules forward.
−Removed: Longer-term, we are eligible to receive additional payments upon satisfaction of clinical and commercial milestones, which we refer to as milestone payments, as well as royalties on sales of approved products derived from antibodies that we discover for our partners.
−Removed: Our partnerships generally include royalty payments (or equivalents) on net sales.
−Removed: For discovery agreements, these are typically in the single-digit to low-double digit range.
−Removed: We believe that our internal programs, if successfully out-licensed, may generate substantial upfront payments and royalty positions on net sales in the high single-digits to high teens range, in addition to clinical and commercial milestones.
−Removed: We focus a substantial portion of our resources on research and development efforts towards strengthening our discovery and development capabilities and developing a pipeline of internal and co-development programs.
+Added: We look for opportunities where we believe low-risk investments in building technology and operational efficiency can create a sustained competitive advantage and drive long-term value by making antibody drug development faster and more efficient.
+Added: We are leveraging our platform and to develop internal programs and advance a pipeline of AbCellera-led programs with first-in-class potential.
+Added: We evaluate these programs individually to determine whether to pursue preclinical and clinical development in-house, enter into collaborations with partners, or out-license to optimize their development and clinical and commercial potential.
We expect to continue to make significant investments in this area for the foreseeable future and expect to continue to incur significant expenses in connection with our ongoing activities, including as we:
−Removed: • invest in research and development activities to improve our antibody discovery and development capabilities, including investments in completing the construction of our small-scale manufacturing facility;
−Removed: • pursue internal and co-development programs in preclinical and eventually clinical development;
−Removed: • market and sell our solutions to existing and new strategic partners;
+Added: • invest in research and development activities to improve our antibody discovery and development capabilities;
+Added: • advance our internal programs in preclinical and clinical development;
• improve and enhance operations to deliver programs, including investments in manufacturing;
4 unchanged sentences
Additionally, we have twice secured significant government co-investments in the form of non-dilutive capital to help fund research and development, including internal programs, and facility construction.
−Removed: The Company has advanced two AbCellera-led programs into IND-enabling studies.
−Removed: The programs align with the Company's strategy of building value, both through strategic partnerships, and through internal discovery and development of potential first-in-class and best-in-class antibody therapies.
+Added: During the second quarter of 2025, we achieved a critical regulatory milestone by submitting Clinical Trial Applications (CTAs) to Health Canada for two of our drug candidates:
+Added: ABCL635 and ABCL575 as described herein.
+Added: In May 2025, we received No Objection Letters from Health Canada, authorizing both CTAs.
+Added: We initiated dosing participants in clinical trials for both programs in Canada during the second half of 2025.
+Added: The Phase 1/2 clinical trial of ABCL635 is a randomized, placebo-controlled, double-blind study in healthy men and postmenopausal women with or without VMS.
+Added: Its purpose is to evaluate safety, pharmacokinetics, pharmacodynamics, as well as frequency and severity of VMS with subcutaneous doses of ABCL635, and data from this study is expected to be presented in Q3 2026.
+Added: The Phase 1 clinical trial of ABCL575 is a randomized, placebo-controlled, double-blind study to assess safety and tolerability in healthy participants following subcutaneous doses of ABCL575.
+Added: We advanced a third program, ABCL688, into IND/CTA-enabling studies in the second quarter of 2025.
+Added: ABCL688 is an antibody drug candidate for an undisclosed indication in autoimmunity and is the second program from our
+Added: GPCR and ion channel platform to advance into IND/CTA-enabling studies.
+Added: We anticipate submission of an IND/CTA for ABCL688 in 2027.
+Added: The programs align with the Company's strategy of building value, both through partnerships, and through internal discovery and development of potential first-in-class antibody drugs.
We have started a cumulative total 104 partner-initiated programs with downstream participation and have seen a cumulative total 19 molecules advanced into the clinic, as illustrated by the following chart.
6 unchanged sentences
Research fees $ 26,284 $ 27,208
−Removed: Licensing revenue 969 1,049
Milestone payments 1,500 1,000
+Added: Licensing and royalty revenue 1,049 46,920
Total revenue 28,833 75,128
8 unchanged sentences
Total other income (114,371) (39,508)
−Removed: Net loss before income tax (174,029) (200,395)
+Added: Loss before income tax (200,395) (177,595)
Net loss (162,857) (146,412)
4 unchanged sentences
Research and development expenses 30,779 30,147
−Removed: Sales and marketing expenses 5,129 5,781
−Removed: General and administrative expenses 27,274 31,021
+Added: Sales, general, and administrative expenses 36,802 25,645
Financial Position December 31, 2024 December 31, 2025
6 unchanged sentences
Recent Developments
−Removed: On January 13, 2025, we announced the expansion of our collaboration with AbbVie Inc.
−Removed: to include access to our T-cell engagers platform to develop therapeutic antibodies for tumor targets.
+Added: On January 12, 2026, we announced that the first patients had been dosed in the Phase 2 portion of our ongoing Phase 1/2 clinical trial of ABCL635.
+Added: The Phase 2 portion is a multicenter, randomized, double-blind, placebo-controlled study designed to evaluate the efficacy of ABCL635 in reducing the frequency and severity of VMS in 80 postmenopausal women.
+Added: With Phase 2 enrollment underway, we anticipate top-line clinical results for both phases in Q3 2026.
Key Factors Affecting Our Results of Operations and Future Performance
−Removed: We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business.
+Added: We believe that our financial performance has been, and will continue to be, primarily driven by the factors described below, each of which presents growth opportunities for our business.
These factors also pose important challenges that we must successfully address to sustain our growth and improve our results of operations.
1 unchanged sentence
• Pursuing drug discovery and development opportunities internally .
−Removed: As our discovery and development capabilities have matured, we are increasingly in a position to pursue attractive, well-validated targets
−Removed: ourselves, e.g.
+Added: As our discovery and development capabilities have matured, we are increasingly in a position to pursue attractive, well-validated targets ourselves, e.g.
in the GPCR, ion channel, and TCE spaces.
−Removed: Such programs have the potential to yield first-in-class drug candidates in indications with substantial unmet medical need which we would wholly own.
−Removed: We plan on investing significant resources in the preclinical and, eventually, clinical development of internal programs which will impact our financial results.
+Added: Such programs have the potential to yield first-in-class drug candidates in indications with substantial unmet medical need which we can pursue internally.
+Added: We plan on investing significant resources in the preclinical and clinical development of internal programs that
+Added: will impact our financial results.
The investments in each program are undertaken at risk and may ultimately not yield a return.
+Added: • Successfully designing and executing clinical trials.
+Added: Our long-term financial success is increasingly dependent on our ability to successfully transition drug candidates from our discovery platform through clinical development.
+Added: The successful execution of our current and future clinical trials requires significant financial investment.
+Added: We intend to allocate resources to the design and execution of these clinical trials, which represent a substantial and ongoing commitment of capital and personnel.
+Added: Our ability to generate future value from these programs, whether through independent development or strategic out-licensing, will depend on the clinical data generated.
• Successfully out-licensing drug candidates from our internal programs.
−Removed: We believe that our internal programs may result in drug candidates of interest to other drug developers with capabilities complimentary to our own.
+Added: We believe that our internal programs may result in drug candidates of interest to other drug developers with capabilities complementary to our own.
Where these capabilities can be expected to enhance the value of our drug candidate, we may seek to out-license.
−Removed: Successful out-licensing agreements could generate substantial up-front payments in addition to later milestone payments and royalties.
+Added: Successful out-licensing agreements could generate substantial upfront payments in addition to later milestone payments and royalties.
Our financial performance may therefore be impacted by our ability to produce and out-license such drug candidates from our internal programs.
1 unchanged sentence
We estimate that, based on the terms of our existing contracts and estimates of historical rates of success of antibody drug development, the vast majority of the potential value for each program is represented by potential future milestone payments and royalties rather than research fees.
−Removed: As a result, we believe our business and our future results of operations will be highly reliant on the degree to which our partners successfully develop and commercialize the antibodies that we discover based on contracts with our partners.
+Added: As a result, we believe our business and our future results of operations will be highly impacted by the degree to which our partners successfully develop and commercialize the antibodies that we have discovered based on contracts with our partners.
As our partners continue to advance development of the antibodies that we have discovered, we expect to start receiving additional milestone payments and royalties if any partners commence commercial sales of such antibodies.
−Removed: • Rate and timing of selecting and initiating discovery projects by our partners.
−Removed: Once programs are secured under contract, partners must propose targets and agree on a detailed statement of work before we commence discovery research on any antibodies.
−Removed: The rate and timing of such selection and initiation differs from partner to partner.
−Removed: Research fees that we recognize under our partnerships depend on our delivery of antibodies for development by our partners and delays by our partners in selecting targets and agreeing on statements of work will impact revenue recognition.
−Removed: • Engaging with strategic partners.
−Removed: Our potential to grow revenue, in both the near and long term, is dependent on successfully engaging with strategic partners.
−Removed: For existing strategic partners, we seek to expand our relationships with them to collaborate on additional programs initiated by them as well as to create a basis for potentially out-licensing some of our internal programs.
+Added: • Engaging with partners.
+Added: Our potential to grow revenue, in both the near and long-term, is dependent on successfully engaging with partners.
+Added: We seek to expand our relationships with existing partners also as a basis for potentially out-licensing some of our internal programs.
Our teams are selective in determining which partners we choose to engage with, focusing on the opportunities with the strong potential to generate significant value in the long-term.
• Investing in enhancements to our discovery and development capabilities.
−Removed: Our ability to maintain and expand our partnerships is dependent on the advantages our discovery and development capabilities deliver to our partners and our internal programs.
−Removed: We intend to maintain our leading position through investments in research and development to refine and add capabilities in areas such as computation, protein engineering, immunization technologies, genetically engineered rodents and cell line selection.
−Removed: Specifically, we are currently completing our investments in integrated preclinical development and antibody manufacturing.
+Added: Our ability to generate a pipeline of potential first-in-class internal programs and expand our partnerships is dependent on the strength and advantages of our discovery and development capabilities.
+Added: We intend to maintain our leading position through selective investments in research and development to refine and add capabilities, including in manufacturing.
We have also successfully executed and will continue to look for strategic technology acquisitions to improve, broaden and deepen our capabilities and expertise in antibody discovery and development, or those that offer opportunities to expand our business into adjacent therapeutic modalities.
We intend to continue to devote resources to continue to improve our discovery differentiation which will impact our financial performance.
−Removed: Key Business Metrics
−Removed: We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
−Removed: We believe that the following metrics are important to understand our current business.
+Added: Business Metrics
+Added: We regularly review the following business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
+Added: We believe the following metrics are useful for understanding our business to date.
These metrics may change or may be substituted for additional or different metrics as our business develops as further described below with respect to changes in this and upcoming reports.
3 unchanged sentences
Partner-initiated program starts with downstreams represent the number of unique partner-initiated programs where we stand to participate financially in downstream success for which we have commenced the discovery effort.
−Removed: discovery effort commences on the later of (i) the day on which we receive sufficient reagents to start discovery of antibodies against a target and (ii) the day on which the kick-off meeting for the program is held.
−Removed: We view this metric as an indication of the selection and initiation of projects by our partners and the resulting potential for near-term payments.
+Added: The discovery effort commences on the later of (i) the day on which we receive sufficient reagents to start discovery of antibodies against a target and (ii) the day on which the kick-off meeting for the program is held.
+Added: We view this metric as an indicator of our partners' project selection and initiation and the resulting potential for near-term payments.
Cumulatively, partner-initiated program starts with downstream participation indicate our total opportunities to earn downstream revenue from milestone fees and royalties (or royalty equivalents) in the mid- to long-term.
2 unchanged sentences
We view this metric as an indication of our near- and mid-term potential revenue from milestone fees and potential royalty payments in the long-term.
+Added: Discussion of Future Changes.
+Added: We continue to focus our effort on our internal pipeline rather than program starts, and we expect to increasingly drive value from our pipeline of AbCellera-led programs.
+Added: As such, December 31, 2025, will be the last time we report on partner-initiated program starts with downstreams, as continued discussion of the metric does not provide significant additional insight.
+Added: We will continue to report on active partner-led programs in our portfolio, on the progress of our internal pipeline, and on molecules in the clinic on a quarterly basis.
The table below outlines the details of molecules in the clinic as of December 31, 2025:
−Removed: Molecule Most advanced stage Partner Therapy areas Program type
−Removed: Bamlanivimab (LY-CoV555) Marketed, EUA* Eli Lilly and Company Infectious disease – COVID-19 AbCellera-initiated;
−Removed: (LY-CoV1404) Marketed, EUA* Eli Lilly and Company Infectious disease – COVID-19 AbCellera-initiated;
−Removed: TAK-920/DNL919 Phase 1* Denali Therapeutics Inc.
−Removed: Neurology - Alzheimer's Disease AbCellera partner-initiated discovery
−Removed: Undisclosed Phase 1 Teva Pharmaceutical Industries Ltd.
−Removed: Neuroscience AbCellera partner-initiated discovery
+Added: Molecule Most advanced stage Partner 1
+Added: Therapeutic area Program type
+Added: ABCL635 Phase 1/2 n/a Endocrinology / Women’s Health AbCellera-led
+Added: ABCL575 Phase 1 n/a Immunology & Inflammation AbCellera-led
+Added: Bamlanivimab Marketed, EUA 2
+Added: Eli Lilly and Company Infectious disease - COVID-19 Partner-led
+Added: Bebtelovimab Marketed, EUA 2
+Added: Eli Lilly and Company Infectious disease - COVID-19 Partner-led
ABD-147 Phase 1 (Fast Track- and orphan drug-designated) Abdera Therapeutics Inc.
−Removed: Oncology AbCellera partner-initiated discovery
−Removed: IVX-01 Clinical field study Invetx, Inc.
−Removed: Animal Health AbCellera partner-initiated discovery
−Removed: Undisclosed Clinical field study Invetx, Inc.
−Removed: Animal Health AbCellera partner-initiated discovery
−Removed: Undisclosed Clinical field study Invetx, Inc.
−Removed: Animal Health AbCellera partner-initiated discovery
+Added: Oncology Partner-led
+Added: Undisclosed Phase 1 Teva Pharmaceutical Industries Ltd.
+Added: Neuroscience Partner-led
+Added: TAK-920/DNL919 Phase 1 2
+Added: Denali Therapeutics Inc.
+Added: Neurology Partner-led
+Added: Undisclosed Pivotal studies Dechra Pharmaceuticals/Invetx, Inc.
+Added: Animal Health Partner-led
+Added: IVX-01 Clinical field study Dechra Pharmaceuticals/Invetx, Inc.
+Added: Animal Health Partner-led
+Added: Undisclosed Clinical field study Dechra Pharmaceuticals/Invetx, Inc.
+Added: Animal Health Partner-led
AB-2100 Phase 1/2 Arsenal Bio Oncology Trianni license
+Added: AB-3028 IND authorized Arsenal Bio Oncology Trianni license
Undisclosed Phase 1/2 Undisclosed Oncology Trianni license
−Removed: NBL-012 Phase 1 NovaRock Biotherapeutics Inc.
−Removed: Dermatology, gastrointestinal, immunology Trianni license
−Removed: NBL-015/FL-301 Phase 1 NovaRock Biotherapeutics Inc.
+Added: GIGA-564 Phase 1 GigaGen, Inc.
Oncology Trianni license
−Removed: NBL-020 Phase 1 NovaRock Biotherapeutics Inc.
+Added: NBL-012 Phase 1 (paused) NovaRock Biotherapeutics Inc.
+Added: Dermatology, Gastrointestinal, Immunology Trianni license
+Added: NBL-015/FL-301 Phase 1 (paused) NovaRock Biotherapeutics Inc.
Oncology Trianni license
−Removed: NBL-028 Phase 1 NovaRock Biotherapeutics Inc.
+Added: NBL-020 Phase 1 (paused) NovaRock Biotherapeutics Inc.
Oncology Trianni license
−Removed: GIGA-564 Phase 1 GigaGen, Inc.
+Added: NBL-028 Phase 1 (paused) NovaRock Biotherapeutics Inc.
Oncology Trianni license
−Removed: Undisclosed Phase 1* Undisclosed Undisclosed Trianni license
+Added: Undisclosed Phase 1 2
+Added: Undisclosed Undisclosed Trianni license
+Added: 1 If partner-led
2 Expect no further progress/no ultimate approval.
Summary of partnership agreements with pharmaceutical and biotechnology companies that include downstream participation from 2016 to December 31, 2025:
−Removed: Partner # of Targets & Duration Therapeutic Indication or Modality Date Announced
+Added: Partner # of Targets & Duration Therapeutic Area Date Announced
+Added: Multi-target, multi-year Oncology January 13, 2025
Eli Lilly and Company Multi-target, multi-year Immunology, cardiovascular disease, and neuroscience July 31, 2024
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Components of Results of Operations
−Removed: Our revenue is comprised of partnership research fees, licensing revenue, development milestones, and royalty payments from commercial products.
−Removed: Research fees consist primarily of technology access fees, which are generally generated upon execution of our partnership agreements, and discovery research fees, which are generated through our performance of antibody discovery research for our partners.
−Removed: Licensing revenue is primarily from our licensing of our humanized rodent platform, Trianni™.
−Removed: Our partnership agreements also entitle us to receive payments upon the satisfaction of clinical, approval, and commercial milestones as well as royalties on our partners’ commercial sales of the molecules that we discover.
−Removed: We expect that our revenue, particularly revenue arising from royalties of antibodies sold by our partners, will fluctuate from period to period due to variances in demand for such antibodies and the status of regulatory approvals.
−Removed: For example, our revenue from bebtelovimab stopped in 2022 when the FDA announced bebtelovimab was no longer authorized for emergency use in the U.S.
−Removed: We expect that our overall revenue will fluctuate from period to period due to the timing of securing additional programs under contract and the progress of our internal programs, the inherently uncertain nature of the timing of milestone achievement, our dependence on the program decisions of our partners, and uncertainty in sales of our antibodies by our partners that generate royalty revenue.
+Added: Our revenue comprises partnership research fees, development milestone payments, and licensing and royalty revenue.
+Added: Research fees consist of technology access fees, which are generally generated upon execution of our partnership agreements, and discovery research fees.
+Added: We are also entitled to payments upon the satisfaction of clinical, regulatory, and commercial milestones.
+Added: Licensing and royalty revenue is derived from the transfer of intellectual property rights and the commercialization of our technology and molecules.
+Added: This includes upfront payments for the grant of platform licenses, the sale of licensed research tools, and royalties earned on commercial sales of molecules or technology incorporating our IP.
+Added: We expect that our overall revenue will fluctuate from period to period due to the scope and timing of activities with current and potential future partners, the inherently uncertain nature of the timing of milestone achievement, our dependence on the program decisions of our partners, and uncertainty in sales of our antibodies by our partners that may generate royalty revenue.
+Added: In December, 2025, we entered into a settlement and patent license agreement with Bruker, resolving patent infringement claims previously asserted by us, resulting in a $36.0 million upfront payment as well as future royalty payments on sales of Bruker's Beacon® Optofluidic platform products worldwide through the life of the Bruker-licensed patents.
+Added: We expect to receive future royalties under the agreement, but the amount and timing is unpredictable.
Operating Expenses
−Removed: Royalty fees.
−Removed: Royalty fees consist of certain contractual royalty payments to our strategic partners upon receipt of royalty revenue based on our customers third-party net sales.
−Removed: Royalty fees are not included in every program.
−Removed: For royalties received from Lilly for commercial sales of bebtelovimab in 2022, royalty fees were due to collaboration partners in AbCellera’s DARPA P3 (Pandemic Preparedness Program) project focused on rapid pandemic response.
−Removed: Royalty fees are recorded when the third-party sale occurs.
Research and development expenses.
−Removed: Research and development expenses primarily consist of salaries, benefits, incentive compensation, stock-based compensation, laboratory supplies and materials expenses for employees and third-party research and development expenses for preclinical, discovery, and other research programs.
+Added: Research and development expenses primarily consist of salaries, benefits, incentive compensation, stock-based compensation, laboratory supplies and materials expenses for employees and third-party research and development expenses for discovery, preclinical and clinical development, and other research programs.
These expenses are exclusive of depreciation, amortization, and impairment.
−Removed: Research and development activities consist of discovery research for partners, investments made in co-development and internal programs, and internal development of our discovery and development capabilities.
−Removed: We have not historically tracked our research and development expenses on a partner-by-partner basis or on a product candidate-by-product candidate basis.
−Removed: We expect to continue to incur substantial research and development expenses as we execute on our internal pipeline and conduct discovery research for our partners.
−Removed: In addition, we plan to continue to invest in research and development to enhance our solutions and offerings to our partners, including manufacturing, and continue research and development on our pipeline of internal programs.
−Removed: As a result, we expect that our research and development expenses will continue to vary from period to period in future periods as we continue to execute our strategy of building our pipeline of first-in-class and best-in-class medicines.
−Removed: Sales and marketing expenses.
−Removed: Our sales and marketing expenses consist primarily of salaries, benefits, incentive compensation, stock-based compensation costs for employees within our commercial sales functions, and marketing and travel expenses.
−Removed: We expect these expenses to remain consistent in the short term as we focus on our internal pipeline.
−Removed: General and administrative expenses.
−Removed: General and administrative expenses primarily consist of salaries, benefits, incentive compensation, stock-based compensation costs for employees in our executive, accounting and finance, office administration, legal and human resources functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated overhead expenses.
−Removed: We expect these expenses to remain consistent in the short term as we focus on our internal pipeline.
+Added: Research and development activities consist of investments made in co-development and internal programs, discovery research for partners, clinical trial costs, and internal development of our discovery and development capabilities.
+Added: We have not historically tracked our research and development expenses on a partner-by-partner basis or on a drug candidate-by-drug candidate basis.
+Added: As we advance our clinical programs, the estimation of accrued research and development expenses will become increasingly significant.
+Added: While these accruals have not been material to our historical financial statements, we expect the magnitude and complexity of these estimates to increase as we scale our clinical operations.
+Added: This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify 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.
+Added: We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time.
+Added: Examples of estimated accrued research and development expenses include fees paid to CROs and CDMOs in connection with clinical trials and the production of clinical trial materials.
+Added: We base our expenses related to clinical trials on our estimates of the services received and efforts expended pursuant to quotes and contracts with our service providers that conduct and manage clinical trials on our behalf.
+Added: The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows and expense recognition.
+Added: We expect to continue to incur substantial research and development expenses as we grow and progress our internal pipeline, including through clinical trials, and conduct discovery research for our partners.
+Added: In addition, we plan to continue to selectively invest in our discovery and development capabilities, including in manufacturing and continue research and development on our pipeline of internal programs.
+Added: As a result, we expect our research and development expenses to continue to vary from period to period as we execute our strategy to build our pipeline of first-in-class drug candidates.
+Added: Sales, general, and administrative expenses.
+Added: Sales, general, and administrative expenses primarily consist of salaries, benefits, incentive compensation, stock-based compensation costs for employees in our executive, accounting and finance, office administration, legal, marketing, and human resources functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated overhead expenses.
+Added: We expect our core sales, general, and administrative expenses to remain consistent in the near term while we anticipate a decrease in total expenses driven by lower legal fees following the resolution of our patent litigation.
Depreciation, amortization, and impairment.
−Removed: Depreciation expense consists of the depreciation of property and equipment used actively in the business.
−Removed: Amortization expense and impairment includes the amortization of intangible assets over their respective useful lives and impairment of IPR&D as further described in our notes to the consolidated financial statements.
+Added: Depreciation expense consists of the depreciation of property and equipment used actively in the business, including our manufacturing facility which was placed in service and began depreciating in the fourth quarter of 2025.
+Added: Amortization expense and impairment includes the amortization of intangible
+Added: assets over their respective useful lives and impairment of IPR&D as further described in our notes to the consolidated financial statements.
Other (Income) Expense
3 unchanged sentences
Grants and incentives include cost recovery on activities that qualified for approved projects supported by grant funding or tax credits.
−Removed: Grants primarily include the benefit from programs administered by the Canadian federal and provincial governments.
+Added: Grants primarily provide benefits from programs administered by the Canadian federal and provincial governments.
To the extent that grant funding covers capital expenditures, a deferred credit is recorded on the balance sheet and recognized ratably over the benefit period of the related expenditure for which the grant was intended to compensate.
10 unchanged sentences
Research fees $ 26,284 $ 27,208 $ 924 4%
−Removed: Licensing revenue 969 1,049 80 8%
Milestone payments 1,500 1,000 (500) (33)%
+Added: Licensing and royalty revenue $ 1,049 $ 46,920 $ 45,871 4373%
Total revenue $ 28,833 $ 75,128 $ 46,295 161%
−Removed: Revenue decreased by $9.2 million from the year ended December 31, 2023, compared to the year ended December 31, 2024 .
−Removed: The decrease in research fees in 2024 was attributable to the timing and progress of our research and development efforts.
+Added: Revenue increased by $46.3 million from the year ended December 31, 2024, compared to the year ended December 31, 2025 .
+Added: The increase in revenue in 2025 was primarily attributable to $10.8 million in licensing revenue
+Added: recognized and a $36.0 million payment as part of our settlement of patent litigation.
+Added: See Note 3 of our consolidated financial statements for further details on the settlement.
Operating Expenses
3 unchanged sentences
Research and development $ 167,259 $ 186,829 $ 19,570 12%
−Removed: Research and development expenses decreased by $8.4 million, or (5)%, from the year ended December 31, 2023, compared to the year ended December 31, 2024.
−Removed: Research and development expenses reflect the continued progress in program execution, platform development, forward integration, and investment in partnered and internal programs.
−Removed: Approximately $31.6 million of the decrease is related to a specific one-time payment in our investment in internal programs in 2023.
−Removed: The decrease is partially offset by an increase of $4.5 million in salary and benefits, an increase of $10.9 million in third-party research and development expenses for preclinical, discovery and other research programs, and a $7.8 million increase in facilities, supplies and other unallocated research and development expenses.
−Removed: Sales and Marketing
−Removed: December 31, Change
−Removed: 2023 2024 Amount %
−Removed: Sales and marketing $ 14,180 $ 12,779 $ (1,401) (10)%
−Removed: Sales and marketing expenses decreased by $1.4 million, or (10)%, from the year ended December 31, 2023, compared to the year ended December 31, 2024.
−Removed: The decrease was attributable to a reduction in consulting fees and other expenses related to our business development activity.
−Removed: General and Administrative
+Added: Research and development expenses increased by $19.6 million, or 12%, from the year ended December 31, 2024, to the year ended December 31, 2025.
+Added: Total compensation expense, inclusive of stock-based compensation, was $82.8 million for the year ended December 31, 2024, compared to $89.9 million for the year ended December 31, 2025.
+Added: The increase in compensation expense was consistent with an increase in the size of our research and development teams as the company continues forward integration and advancing its internal pipeline.
+Added: Third-party research and development expenses were $36.0 million for the year ended December 31, 2024, compared to $33.4 million for the year ended December 31, 2025 driven by the timing of work performed primarily on our lead clinical and preclinical pipeline.
+Added: The Company also made specific investments in two internal programs totaling $21.0 million in the year ended December 31, 2025.
+Added: Other research and development expenses related to facilities and supplies were $48.4 million for the year ended December 31, 2024, compared to $42.5 million for the year ended December 31, 2025.
+Added: Changes in the period were due to the timing of discovery, preclinical development, and other research program activities.
+Added: Sales, General, and Administrative
December 31, Change
2024 2025 Amount %
−Removed: General and administrative $ 60,999 $ 72,711 $ 11,712 19%
−Removed: General and administrative expenses increased by $11.7 million, or 19%, from the year ended December 31, 2023, compared to the year ended December 31, 2024.
−Removed: The increase was driven by a $2.2 million increase in compensation-related costs and a $9.5 million increase in legal, software, and other general administrative costs.
+Added: Sales, general, and administrative $ 85,490 $ 83,231 $ (2,259) (3)%
+Added: Sales, general, and administrative expenses decreased by $2.3 million, or (3)%, from the year ended December 31, 2024, compared to the year ended December 31, 2025.
+Added: Total compensation expense, inclusive of stock-based compensation, was $59.7 million for the year ended December 31, 2024, compared to $42.9 million for the year ended December 31, 2025.
+Added: The decrease in compensation expense is a result of our continued workforce alignment to support operations as a clinical stage company, along with the impact of the composition of our equity award compensation recognized in 2025.
+Added: Legal, software, and other general administrative costs were $24.5 million for the year ended December 31, 2024, compared to $39.1 million for the year ended December 31, 2025.
+Added: The increase was primarily due to the defense of our intellectual property in the Bruker litigation, which was settled in December 2025.
+Added: The increase in legal fees in 2025 was partially offset by a reduction in software expenses.
Depreciation, Amortization, and Impairment
2 unchanged sentences
Depreciation, amortization, and impairment $ 90,850 $ 22,171 $ (68,679) (76)%
−Removed: Depreciation, amortization, and impairment expenses increased by $66.5 million, or 272%, from the year ended December 31, 2023, compared to the year ended December 31, 2024.
−Removed: The increase is primarily attributable to recognizing a full impairment charge of the carrying value of $32.0 million (or $23.3 million, net of deferred income tax) associated with the IPR&D acquired through the 2020 acquisition of Trianni, due to discontinuing the development of the next-generation transgenic mice.
−Removed: The Company also recognized a full impairment charge of the carrying value of $32.0 million (or $23.3 million, net of deferred income tax) associated with the IPR&D acquired through the 2021 acquisition of TetraGenetics.
+Added: Depreciation, amortization, and impairment expenses decreased by $68.7 million, or (76)%, from the year ended December 31, 2024, compared to the year ended December 31, 2025.
+Added: The decrease is primarily attributable to the 2024 recognition of a full impairment charge of the carrying value of $32.0 million (or $23.3 million, net of deferred income tax) associated with the IPR&D acquired through the 2020 acquisition of Trianni, due to discontinuing the development of the next-generation transgenic mice and a full impairment charge of the carrying value of $32.0 million (or $23.3 million, net of deferred income tax) associated with the IPR&D acquired through the 2021 acquisition of TetraGenetics.
Both impairment charges were a result of the Company's ongoing internal program prioritization.
−Removed: The remaining increase was due to the re-assessment of the useful life of certain technology assets, partially offset by a decrease in license amortization in 2024.
+Added: The remaining variance in depreciation and amortization expense was driven by the mix of the useful lives of our assets, including our manufacturing facility which began depreciating in the fourth quarter of 2025.
Interest Income
3 unchanged sentences
Interest income decreased by $10.1 million, or (26)%, from the year ended December 31, 2024, compared to the year ended December 31, 2025.
−Removed: The decrease was primarily driven by a decrease in our average cash, cash equivalents, and marketable securities balances, and a decrease in interest rates in 2024.
+Added: The decrease was primarily driven by a decrease in our cash, cash equivalents, and marketable securities balances, and interest yields in 2025.
Grants and Incentives
2 unchanged sentences
Grants and incentives $ (13,620) $ (13,890) $ (270) 2%
−Removed: Grants and incentives decreased by $0.5 million, or (4)%, from the year ended December 31, 2023, compared to the year ended December 31, 2024.
−Removed: The decrease was primarily driven by activity relating to research and development expenditures that are eligible for reimbursement under government programs for the period.
+Added: Grants and incentives increased by $0.3 million, or 2%, from the year ended December 31, 2024, compared to the year ended December 31, 2025.
+Added: The amount was primarily driven by research and development expenditures eligible for reimbursement under government programs for the period.
+Added: Other (Income) Expense
December 31, Change
1 unchanged sentence
Other $ (62,278) $ 2,711 $ 64,989 (104)%
−Removed: Other income increased by $55.5 million, or 819%, from the year ended December 31, 2023, compared to the year ended December 31, 2024.
−Removed: Further to the TetraGenetics intangible asset impairment discussion above, the TetraGenetics and Trianni contingent consideration was adjusted to reflect the expected value due to the impact from the Company's ongoing internal program prioritization and expected achievement of a milestone required for an earn-out payment associated with a specific license.
−Removed: The Company recorded a non-cash fair value gain of $47.3 million related to the contingent consideration adjustments.
−Removed: The remaining increase was attributable to a $16.5 million recognized gain on the disposal of a non-marketable security, partially offset by a decrease in fair value adjustments, including marketable securities, and a foreign exchange loss due to fluctuations in the Canadian and U.S.
+Added: Other income decreased by $65.0 million, or 104%, from the year ended December 31, 2024, to other expenses of $2.7 million in the year ended December 31, 2025.
+Added: Further to the TetraGenetics intangible asset impairment discussion above, in 2024, the TetraGenetics and Trianni contingent consideration was adjusted to reflect the expected value due to the impact from the Company's ongoing internal program prioritization and expected achievement of a milestone required for an earn-out payment associated with a specific license.
+Added: The Company recorded a non-cash fair value gain of $47.3 million related to the contingent consideration adjustments in 2024.
+Added: The remaining decrease was attributable to a $16.5 million recognized gain on the disposal of a non-marketable security in 2024, partially offset by a decrease in fair value adjustments, including marketable securities, and a foreign exchange loss due to fluctuations in the Canadian and U.S.
dollar exchange rate.
3 unchanged sentences
Income tax recovery $ (37,538) $ (31,183) $ 6,355 (17)%
−Removed: Income tax recovery increased by $9.9 million, or 36%, from the year ended December 31, 2023 compared to the year ended December 31, 2024.
−Removed: The movement in each period was driven by the current net loss and a change in effective income tax rates.
+Added: Income tax recovery decreased by $6.4 million, or (17)%, from the year ended December 31, 2024 compared to the year ended December 31, 2025.
+Added: The income tax recovery in each period was primarily attributable to the carry back of current year tax losses to recover income taxes paid in prior years.
Liquidity and Capital Resources
−Removed: As of December 31, 2024, we had $625.6 million of cash, cash equivalents, and marketable securities, comprised of $156.3 million in cash and cash equivalents and $469.3 million in marketable securities.
−Removed: The decrease of $135.0 million since December 31, 2023, was from a combination of cash flow used in operations and investing activities due to our continued research and development activity, investments in partnered and internal programs, in our internal pipeline, and in our corporate headquarters and GMP facility under construction, offset by government contributions received in the year ended December 31, 2024.
−Removed: While we have generated positive operating cash flows in the past, we intend to significantly invest in our business, and as a result may continue to incur operating losses in future periods.
−Removed: We will continue to use our significant available liquidity from our cash, cash equivalents, and marketable securities to fund and invest in research and development efforts towards expanding our capabilities and expertise, execute and build our internal pipeline, and the expansion of our corporate headquarters, clinical manufacturing facility and related infrastructure, including optimization of long-term office-lease arrangements.
−Removed: Moving into 2025, we are on track to complete our final large platform investments in our clinical manufacturing facility and our corporate headquarters.
−Removed: With the completion of these large platform investments, we expect a significant reduction in investing cash flows, shifting our capital allocation from building capabilities to using them as we execute our strategy of building on our pipeline of first-in-class and best-in-class medicines.
−Removed: Based on our current business plan, we believe that our available liquidity from existing cash, cash equivalents,
−Removed: marketable securities, loan receivables, and government contributions, will be sufficient to meet our working capital and capital expenditure needs and do not anticipate the need of additional external funding over at least the next 36 months following the date of this report.
+Added: As of December 31, 2025, we had $533.8 million of cash, cash equivalents, and marketable securities, comprised $128.5 million in cash and cash equivalents and $405.3 million in marketable securities.
+Added: The decrease of $91.8 million since December 31, 2024, was from a combination of cash flow used in operations due to our continued research and development activity for internal programs in discovery, preclinical, and clinical development as well as for partnered
+Added: programs, and investments in our corporate headquarters and clinical manufacturing facility, partially offset by government contributions, distributions received through our Dayhu joint venture, and repayment of the loan we previously made to our JV partner Dayhu in the year ended December 31, 2025.
+Added: See Note 8 of our consolidated financial statements for further details on the distribution.
+Added: We intend to continue to significantly invest in our business, and as a result may continue to incur operating losses in future periods.
+Added: We will continue to use our significant available liquidity from our cash, cash equivalents, and marketable securities to fund and invest in research and development efforts towards expanding our capabilities and expertise, grow and advance our internal pipeline.
+Added: Simultaneously, we intend to optimize our long-term office-lease arrangements and intend to assign or fully sublease the office and laboratory space constructed through the Beedie JV.
+Added: In 2025, we substantially completed our final large platform investments in our clinical manufacturing facility and our corporate headquarters.
+Added: With the completion of these large platform investments, we expect a reduction in investing cash outflows, shifting our capital allocation from building capabilities to using them as we execute our strategy of building on our internal pipeline.
+Added: Based on our current business plan, we believe that our available liquidity from existing cash, cash equivalents, marketable securities, loan receivables, and government contributions, will be sufficient to meet our working capital and capital expenditure needs and do not anticipate the need for additional external funding over at least the next 36 months following the date of this report.
Sources of Liquidity
1 unchanged sentence
Government of Canada and Government of British Columbia Contributions
−Removed: In 2020, we entered into a multi-year agreement with the Canadian government’s Strategic Innovation Fund, or SIF.
−Removed: Under this agreement, up to CAD $175.6 million ($125.6 million) was committed by the Government of Canada to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody therapeutics against future pandemic threats.
−Removed: From inception to December 31, 2024, the Company has incurred CAD $175.6 million ($134.6 million) of expenditures, of which CAD $58.7 million ($46.1 million) relates to the maximum claim amount under phase 1 of the agreement and CAD $116.9 million ($88.5 million) in respect of phase 2 of the funding commitment.
+Added: In 2020, we entered into a multi-year agreement with the Canadian government’s Strategic Response Fund (SRF), previously the Strategic Innovation Fund (SIF).
+Added: Under this agreement, up to CAD $175.6 million ($125.6 million) was committed by the Government of Canada to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody drugs against future pandemic threats.
+Added: The Company has made the full investment and has received the maximum available funding under the agreement as of December 31, 2025.
In May of 2023, we entered into multi-year contribution agreements of CAD $300.0 million ($222.3 million), of which CAD $225.0 million ($166.7 million) is with the Government of Canada and CAD $75.0 million ($55.6 million) is with the Government of British Columbia.
11 unchanged sentences
Net cash used in operating activities increased from $108.6 million in the year ended December 31, 2024, to $131.3 million in the year ended December 31, 2025.
−Removed: The increase in cash flows used in operations was attributable to research and development activity, program execution, and investment in partnered and internal programs in addition to working capital movements including higher levels of accounts and grants receivable in the year ended December 31, 2024.
+Added: The increase in cash flows used in operations was attributable to research and development activity, program execution, and investment in partnered and internal programs in addition to working capital movements including a reduction in government contributions received in the year ended December 31, 2025.
Investing Activities
−Removed: Net cash associated with investing activities changed from $221.1 million used in investing activities in the year ended December 31, 2023, to $121.4 million provided by investing activities in the year ended December 31, 2024.
−Removed: The increase in cash provided by investing activities in 2024 was primarily attributable to absence of a specific one-time investment that occurred in the first quarter of 2023, receipt of grant funding, and proceeds from marketable securities in the year ended December 31, 2024.
+Added: Net cash provided by investing activities decreased from $121.4 million in the year ended December 31, 2024, to $87.8 million in the year ended December 31, 2025.
+Added: The decrease in cash provided by investing activities in 2025 was primarily attributable to a reduction in grant funding received in the period, fewer proceeds from sale of marketable securities, and payment of specific program investments, partially offset by distributions from loan repayments by equity-accounted investees in the year ended December 31, 2025.
Financing Activities
−Removed: For the year ended December 31, 2023 , net cash provided by financing activities was $10.4 million and included $11.6 million in proceeds from other long-term liabilities and the exercise of options for common shares, partially offset by a contingent consideration payment.
−Removed: Net cash provided by financing activities was $12.8 million for the year ended December 31, 2024 primarily due to proceeds from other long-term liabilities and the exercise of stock options.
+Added: For the year ended December 31, 2024 , net cash provided by financing activities was $12.8 million and was primarily due to proceeds from other long-term liabilities.
+Added: Net cash provided by financing activities was $14.1 million for the year ended December 31, 2025 and included primarily proceeds from other long-term liabilities, partially offset by a contingent consideration payment made in the second quarter of 2025.
Contractual Obligations and Commitments
−Removed: The following table summarizes our commitments to settle contractual obligations as of December 31, 2024, other than leases which are recognized as operating lease liabilities in our consolidated balance sheets:
−Removed: Payments Due by Period
−Removed: Total Less than
−Removed: 1 year 1 to 3 Years 3 to 5 Years More than
−Removed: Commitments (1)
−Removed: 180,836 36,210 11,982 11,982 120,662
−Removed: Contingent consideration payable (2)
−Removed: 8,087 8,087 — — —
−Removed: $ 188,923 $ 44,297 $ 11,982 $ 11,982 $ 120,662
−Removed: (1) Includes commitments, primarily related to the construction of our new facilities, in addition to our leased facility where the lease commencement date is subsequent to December 31, 2024.
−Removed: (2) As of December 31, 2024, the contingent consideration payable had an estimated fair value of approximately $8.1 million, which has been included as a liability on our consolidated balance sheets.
−Removed: (3) Excludes financial arrangements disclosed in Note 8 and Note 12 to our audited consolidated financial statements.
−Removed: The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts.
+Added: Other than leases which are recognized as operating lease liabilities in our consolidated balance sheets, the Company has $12.2 million of commitmen ts as of December 31, 2025 related to ongoing clinical trials with third-party organizations, contract research organizations, and internal manufacturing capabilities which the Company expects to incur within one year.
+Added: The commitment amounts are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts.
Purchase and Other Obligations
−Removed: In the normal course of business, we enter into contracts with third parties for research and development supplies and other services.
+Added: In the normal course of business, we enter into contracts with third parties for research and development supplies and services.
These contracts generally do not contain minimum purchase commitments and are cancellable contracts.
−Removed: These payments are not included in the table above as the amount and timing of such payments are not known as of December 31, 2024.
−Removed: The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements.
−Removed: Pursuant to the agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets.
−Removed: Other than the amounts included in the above table, these contingent future payments are not included in the table above as they entail uncertainties in relation to the amount and timing of such payments as they are contingent upon future events, such as achieving certain commercial milestones or generating future product sales.
+Added: These payments are not included in the total above as the amount and timing of such payments are not known as of December 31, 2025.
+Added: The Company may enter into certain agreements with partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory, and commercialization events and indemnification provisions, which are common in such agreements.
+Added: Pursuant to the agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties percent based on certain net sales targets.
+Added: These future payments are not included above as they entail uncertainties in relation to the amount and timing of such payments as they are contingent upon future events, such as achieving certain commercial milestones or generating future drug sales.
Bruker Cellular Analysis Litigation
+Added: In December 2025, the Company entered into a settlement and patent license agreement with Bruker, resolving the patent litigation between the two companies globally.
+Added: As part of the settlement, Bruker will pay AbCellera $36.0 million up front as well as future royalty payments on sales of Bruker's Beacon® Optofluidic platform products worldwide through the life of the Bruker licensed patents.
See Item 3 “Legal Proceedings” for detailed information.
−Removed: The timing of the incurrence of legal expenses relating to pending litigation is difficult to predict and the outcome of litigation is inherently uncertain.
−Removed: Related costs and outcomes could materially affect our financial condition and operating results in future periods.
Critical Accounting Policies and Estimates
2 unchanged sentences
We evaluate our estimates and judgments on an ongoing basis.
−Removed: We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
+Added: We base our estimates on historical experience and on various other factors that we believe are reasonable
+Added: under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results could therefore differ materially from these estimates under different assumptions or conditions.
−Removed: While our significant accounting policies are described in more detail in Note 3 to our audited consolidated financial statements, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.
+Added: While our significant accounting policies are described in more detail in Note 3 to our audited consolidated financial statements, we believe the following accounting policies and estimates to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
8 unchanged sentences
and assessing the recognition and possible future reversal of variable consideration.
−Removed: Research Fees
−Removed: The transaction price generally includes fixed fees due at contract inception as well as fixed fees payable at the beginning and end of different phases of the discovery research services performed.
−Removed: Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer.
−Removed: We allocate the transaction price to each distinct performance obligation identified in the contract based on relative observable standalone selling prices.
−Removed: Licensing Revenue
+Added: Licensing and Royalty Revenue
For the licenses of our intellectual property the Company recognizes revenue from non-refundable, upfront fees when the license is transferred to the customer and the customer is able to use and benefit from the license.
+Added: Royalty revenue is recognized in the period in which the obligation is satisfied and the corresponding sales by our partner or licensee occur.
+Added: The sales are based on sales data reported by our partners and licensees.
+Added: Differences between actual and estimated royalty revenue will be adjusted for in the period in which they become known, which is generally expected to be the following quarter.
Milestone Payments
3 unchanged sentences
This uncertainty is considered resolved when the associated event giving rise to the milestone payment occurs.
−Removed: Royalty Revenue
−Removed: Royalty revenue is recognized in the period in which the obligation is satisfied and the corresponding sales by our corporate partners occur.
−Removed: The sales are based on sales data reported by our partners.
−Removed: Differences between actual and estimated royalty revenue will be adjusted for in the period in which they become known, which is generally expected to be the following quarter.
Goodwill and Intangible Assets
−Removed: As part of our previous acquisitions in 2020 and 2021, Goodwill, License, Technology and In-Process Research and Development Intangible (“IPR&D”) intangible assets were recognized.
+Added: From previous acquisitions, Goodwill, License, Technology and In-Process Research and Development Intangible (“IPR&D”) intangible assets were recognized.
IPR&D is classified as indefinite-lived, is not amortized, and is evaluated for impairment on an annual basis on October 1 or more frequently if an indicator of impairment is present.
IPR&D becomes definite-lived upon the completion or abandonment of the associated research and development efforts.
−Removed: To test our IPR&D for impairment we first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of our indefinite-lived intangible assets exceeds its fair value.
+Added: To test our IPR&D for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of the Company’s indefinite-lived intangible assets exceeds their fair value.
If it is, a quantitative assessment is required.
3 unchanged sentences
As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors.
−Removed: If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, then a quantitative impairment test would be prepared to compare this fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value.
−Removed: As of October 1, 2024 , the Company updated its quantitative assessment for its annual impairment test of goodwill and concluded that the fair value of the reporting unit was more than its carrying value.
−Removed: The quantitative test for impairment requires us to make judgments relating to future cash flows, probability of success of our research and development activities, growth rates and economic and market conditions.
−Removed: The Company further assessed the fair value of the reporting unit to the market capitalization of the Company to assess the reasonableness of the valuation approach.
−Removed: The Company also concluded that there were no impairment indicators related to goodwill during the remainder of 2024 .
+Added: If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, then a quantitative impairment test would be prepared to compare this fair value to the carrying value and record an impairment charge if the carrying value exceeds the
+Added: As of October 1, 2025 , the Company we performed a qualitative assessment for our annual impairment test of goodwill after concluding that it was not more likely than not that the fair value of the reporting unit was less than its carrying value.
+Added: Consequently, the quantitative impairment test was not required.
+Added: The Company concluded that there were no impairment indicators related to goodwill during the remainder of 2025.
The nature of the biotechnology business is high-risk and requires that we invest significantly in research and development.
As part of our ongoing planned research and development activities, significant adverse changes to our plans due to internal and external factors out of our control (including general and industry economic conditions, further prolonged decline in the market value of our common shares, and the success of our internal and partner-initiated programs) would increase the likelihood that we would record an impairment charge to our goodwill and/or intangible assets, which could materially and adversely affect our operations and the market value of our common shares.
−Removed: Contingent Consideration
−Removed: In connection with our previous acquisitions, we may be required to make future payments related to potential earn-out payments and future successful milestone payouts.
−Removed: Contingent consideration is recorded at fair value on the acquisition date and adjusted on a recurring basis for changes in its fair value.
−Removed: Changes in the fair value of contingent consideration liabilities can result from changes in anticipated payments and changes in assumed discount periods and rates and are included in other income on the consolidated statements of income (loss).
−Removed: Contingent consideration payable is a financial liability and measured at its fair value at each reporting period, with any changes in fair value from the previous reporting period recorded in the statements of income (loss) and comprehensive income (loss).
−Removed: In estimating the fair value of the contingent consideration, we applied an income approach based on the present value of the relevant future estimated after-tax cash flows.
−Removed: The key assumptions include the amount and timing of revenues, success probability, and discount rates.
−Removed: See Note 15 to our consolidated financial statements for further information related to the contingent considerations.
Stock-Based Compensation
1 unchanged sentence
For non-employee awards, compensation expense is recognized as the services are provided, which is generally ratably over the vesting period.
−Removed: Stock-based compensation expense is classified in our consolidated statements of income (loss) and comprehensive income (loss) based on the function to which the related services are provided.
+Added: Stock-based compensation expense is classified in our consolidated statements of loss and comprehensive loss based on the function to which the related services are provided.
We recognize stock-based compensation expense for the portion of awards that have vested.
1 unchanged sentence
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected share price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and our expected dividend yield.
−Removed: With no public market for our common shares prior to our IPO and limited historical data since, we determine the volatility for awards granted with reference to an analysis of publicly reported data for a group of biotechnology and preclinical companies that issued options with substantially similar terms.
+Added: With limited historical public trading data since our IPO, we determine the volatility for awards granted with reference to an analysis of publicly reported data for a group of preclinical, and clinical-stage biotechnology companies that issued options with substantially similar terms.
We expect to continue to do so until we have adequate historical data regarding the volatility of the trading price of our common shares on the Nasdaq Stock Market.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.