What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-13 · 127 added, 108 removed, 543 unchanged (30% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

2025 December 31,

22 unchanged sentences

Preferred stock, $ 0.001 par value:

10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

no shares were issued and outstanding as of June 30, 2025 and December 31, 2024

10,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

no shares were issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value:

400,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

220,133,876 and 212,210,597 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

400,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

223,163,672 and 212,210,597 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 2,286,770 2,241,879

7 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

24 unchanged sentences

Balance - December 31, 2024 212,210,597 $ 212 $ 2,241,879 $ ( 1,819,823 ) $ ( 89 ) $ 422,179

Issuance of common stock upon exercise of stock

options and vesting of RSU's 2,158,522 2 ( 2 ) — — —

Issuance of common stock upon exercise of stock options and vesting of RSU's 2,158,522 2 ( 2 ) — — —

Issuance of common stock from ATM offering, net of commissions and offering costs of $ 0.2 million

7 unchanged sentences

398,743 — — — — —

Issuance of common stock from ATM offering, net of commissions and offering costs of $ 0.02 million

1,136,871 1 1,513 — — 1,514

Issuance of common stock from ATM offering 1,136,871 1 1,513 — — 1,514

Stock-based compensation — — 8,685 — — 8,685

3 unchanged sentences

Balance - June 30, 2025 220,133,876 220 2,274,885 ( 1,930,499 ) ( 45 ) 344,561

Issuance of common stock upon exercise of stock options and vesting of RSU's 269,915 — — — — —

Issuance of common stock from ATM offering 2,497,894 3 2,976 — — 2,979

Stock-based compensation — — 8,652 — — 8,652

Employee stock purchase plan 261,987 — 257 — — 257

Net loss — — — ( 41,400 ) — ( 41,400 )

Net unrealized gain on available-for-sale investments — — — — 280 280

Balance - September 30, 2025 223,163,672 $ 223 $ 2,286,770 $ ( 1,971,899 ) $ 235 $ 315,329

Common Stock Additional

24 unchanged sentences

Balance - June 30, 2024 209,049,485 209 2,209,200 ( 1,693,591 ) ( 780 ) 515,038

Issuance of common stock upon exercise of stock options and vesting of RSU's 181,142 — — — — —

Stock-based compensation 13,387 — — 13,387

Employee stock purchase plan 269,510 1 678 — — 679

Net loss — — — ( 66,293 ) — ( 66,293 )

Net unrealized gain on available-for-sale investments — — — — 937 937

Balance - September 30, 2024 209,500,137 $ 210 $ 2,223,265 $ ( 1,759,884 ) $ 157 $ 463,748

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

19 unchanged sentences

Purchases of property and equipment ( 386 ) ( 437 )

Proceeds from sales of investments — 5,398

Proceeds from maturities of investments 172,212 330,294

31 unchanged sentences

The specified dollar limit on the amount of common stock that may be sold under the sales agreement was removed pursuant to the November 2, 2023 amendment to the sales agreement.

During the six months ended June 30, 2025, the Company sold an aggregate of 4,979,153 shares of common stock in ATM offerings resulting in net proceeds of $ 11.5 million.

During the three and nine months ended September 30, 2025, the Company sold an aggregate of 2,497,894 and 7,477,047 shares, respectively, of common stock in ATM offerings resulting in net proceeds of $ 14.5 million.

Registered Offering

7 unchanged sentences

The Company’s ultimate success depends on the outcome of its research and development activities as well as the ability to commercialize the Company’s product candidates.

The Company had cash, cash equivalents and investments of $ 302.6 million as of June 30, 2025.

Since inception through June 30, 2025, the Company has incurred cumulative net losses of $ 1,930.5 million.

The Company had cash, cash equivalents and investments of $ 277.1 million as of September 30, 2025.

Since inception through September 30, 2025, the Company has incurred cumulative net losses of $ 1,971.9 million.

Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan.

9 unchanged sentences

The subsidiary was dissolved on January 3, 2024.

The condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity as of June 30, 2025 and 2024, the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

The condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity as of September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2025.

1 unchanged sentence

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the fair value of common stock, the fair value of stock options, the fair value of investments, income tax uncertainties, the CIRM award liability and certain accruals.

The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances change.

1 unchanged sentence

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three and six months ended June 30, 2025, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report.

There have been no significant changes to the accounting policies during the three and nine months ended September 30, 2025, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report.

Recently Adopted Accounting Pronouncements

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The Company is currently assessing the impact ASU 2024-03 will have on the consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs.

ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

Therefore, an entity is required to start capitalizing software costs when both of the following occur:

1) Management has authorized and committed to funding the software project and 2) It is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual period.

The Company is currently in the process of evaluating the impact of this pronouncement on the consolidated financial statements and disclosures.

Fair Value Measurements

3 unchanged sentences

treasury securities which are classified as Level 1.

There were no Level 3 assets or liabilities as of June 30, 2025 and as of December 31, 2024.

Financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of June 30, 2025 and as of December 31, 2024 are presented in the following tables:

June 30, 2025

There were no Level 3 assets or liabilities as of September 30, 2025 and as of December 31, 2024.

Financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of September 30, 2025 and as of December 31, 2024 are presented in the following tables:

September 30, 2025

Level 1 Level 2 Level 3 Fair Value

6 unchanged sentences

agency securities — 43,371 — 43,371

Asset-backed securities — 9,747 — 9,747

Total financial assets $ 125,143 $ 145,777 $ — $ 270,920

12 unchanged sentences

Financial Instruments

The fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of June 30, 2025 and as of December 31, 2024 are presented in the following tables:

June 30, 2025

The fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of September 30, 2025 and as of December 31, 2024 are presented in the following tables:

September 30, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

5 unchanged sentences

agency securities 43,338 33 — 43,371

Asset-backed securities 9,746 1 — 9,747

Total cash equivalents and investments $ 270,685 $ 250 $ ( 15 ) $ 270,920

19 unchanged sentences

Total cash equivalents and investments $ 368,702

As of June 30, 2025, the remaining contractual maturities of available-for-sale securities were less than 3 years.

There were no significant realized losses on available-for-sale securities for the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025, unrealized losses on available-for-sale securities are not attributed to credit risk.

As of September 30, 2025, the remaining contractual maturities of available-for-sale securities were less than 3 years.

There were no significant realized losses on available-for-sale securities for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, unrealized losses on available-for-sale securities are not attributed to credit risk.

The Company believes that it is more likely than not that investments in an unrealized loss position will be held until maturity and all interest and principal will be received.

The Company believes that an allowance for credit losses is unnecessary because the unrealized losses on certain of the Company’s available-for-sale securities are due to market factors.

As of June 30, 2025 and December 31, 2024, no securities were in a continuous net unrealized loss position for more than 12 months.

As of September 30, 2025 and December 31, 2024, securities with a fair value of $ 2.5 million and zero , respectively, were in a continuous net unrealized loss position for more than 12 months.

To date, the Company has not recorded any impairment charges on available-for-sale securities.

The Company has made an accounting policy election not to recognize an allowance for credit losses for accrued interest receivable on available-for-sale securities.

As of June 30, 2025 and December 31, 2024, the Company recognized $ 1.7 million and $ 1.9 million, respectively, of accrued interest receivable from available-for-sale securities within prepaid expenses and other current assets on the condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the Company recognized $ 2.1 million and $ 1.9 million, respectively, of accrued interest receivable from available-for-sale securities within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Balance Sheet Components

1 unchanged sentence

Property and Equipment consist of the following:

September 30,

2025 December 31,

16 unchanged sentences

Based on this analysis, the Company concluded the fair value of the right-of-use asset and leasehold improvements of $ 2.5 million was lower than its net book value of $ 7.5 million.

The Company recognized a pre-tax long-lived asset impairment charge of $ 5.0 million on the right-of-use asset and leasehold improvements for the three and six months ended June 30, 2024.

The Company recognized a pre-tax long-lived asset impairment charge of $ 5.0 million on the right-of-use asset and leasehold improvements in June 30, 2024.

In September 2024, the Company identified an additional indicator that the carrying value of this to-be-sublet property asset group was not recoverable.

8 unchanged sentences

The Company updated its discounted cash flow analysis to estimate fair value of its right-of-use asset and leasehold improvements.

Based on this analysis, the resulting fair value was immaterial resulting in the write off the $ 0.9 million right-of-use asset and $ 0.1 million leasehold improvements as long-lived asset impairment charges for the three and six months ended June 30, 2025.

In addition, during the three and six months ended June 30, 2025, the Company recognized a non-cash equipment impairment charge of $ 1.3 million as a result of the Workforce Reduction, see the next section for further information.

Based on this analysis, the resulting fair value was immaterial resulting in the write off of the $ 0.9 million right-of-use asset and $ 0.1 million leasehold improvements as long-lived asset impairment charges for the nine months ended September 30, 2025.

Previously, in December 2023, the Company made a decision to sublease one of its other leased buildings in South San Francisco.

The Company had vacated and ceased occupancy of this building in December 2023 and in January 2025, the Company executed two subleases for the majority of the leased building.

During the three and nine months ended September 30, 2024, the Company revised its valuation based on terms with a subtenant for a portion of the building and new market data.

The expected sublease rental income based on the revised valuation was $ 4.7 million through March 31, 2032 and the annual discount rate of 9.00 %.

The Company concluded the fair value of the right-of-use asset of $ 3.1 million was lower than its book value of $ 12.6 million and recognized a long-lived asset impairment charge of $ 9.5 million on the right-of-use asset for the three and nine months ended September 30, 2024.

In addition, during the nine months ended September 30, 2025, the Company recognized a non-cash equipment impairment charge of $ 1.3 million as a result of the Workforce Reduction (refer to the Accrued and Other Current Liabilities section in Footnote 5 for further information).

Accrued and Other Current Liabilities

1 unchanged sentence

The Workforce Reduction included one-time severance payments and other employee benefits and impairment of equipment.

During the three and six months ended June 30, 2025, the Company recorded $ 3.1 million, $ 0.3 million, and $ 1.3 million in research and development expense, general and administrative expense, and equipment impairment, respectively, in the consolidated statement of operations and comprehensive loss.

As of June 30, 2025, $ 0.8 million of the severance and other employee benefits accrual was included in accrued and other current liabilities on the condensed consolidated balance sheets.

During the nine months ended September 30, 2025, the Company recorded $ 3.1 million, $ 0.3 million, and $ 1.3 million in research and development expense, general and administrative expense, and equipment impairment, respectively, in the consolidated statement of operations and comprehensive loss.

There were no such costs for the three months ended September 30, 2025.

As of September 30, 2025, $ 0.1 million of the severance and other employee benefits accrual was included in accrued and other current liabilities on the condensed consolidated balance sheets.

Costs associated with the Workforce Reduction consist of the following:

5 unchanged sentences

Non-cash adjustments ( 122 ) ( 1,340 ) ( 1,462 )

Balance at June 30, 2025 $ 834 $ — $ 834

Balance at September 30, 2025 $ 83 $ — $ 83

California Institute for Regenerative Medicine (CIRM) Award

On April 26, 2024, the Company was awarded up to $ 15.0 million from CIRM to support the clinical development of ALLO-316, an AlloCAR TTM investigational product targeting CD70 in development for the treatment of advanced or metastatic renal cell carcinoma (RCC).

On April 26, 2024, the Company was awarded up to $ 15.0 million from CIRM to support the clinical development of ALLO-316, an AlloCAR T TM investigational product targeting CD70 in development for the treatment of advanced or metastatic renal cell carcinoma (RCC).

Upon treatment of 20 patients, the Company met the primary study objectives of the ALLO-316 Phase 1b study plan supported by CIRM and was able to successfully complete the study plan on time and under budget without further enrollment.

11 unchanged sentences

The Company will not recognize a receivable of future awards until it is approved by CIRM.

The Company received $ 9.2 million from CIRM through June 30, 2025 and accounted for the proceeds as a liability within other long-term liabilities on the condensed consolidated balance sheets.

The Company recorded interest expense of $ 0.3 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2025, $ 0.6 million of accrued interest was included in other long-term liabilities.

The Company received $ 9.2 million from CIRM through September 30, 2025 and accounted for the proceeds as a liability within other long-term liabilities on the condensed consolidated balance sheets.

The Company recorded interest expense of $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1

million for the three and nine months ended September 30, 2024.

As of September 30, 2025, $ 0.9 million of accrued interest was included in other long-term liabilities.

License and Collaboration Agreements

3 unchanged sentences

The Company is required to make payments upon the achievement of certain sales and regulatory milestones and pay royalties on certain net sales pursuant to the Pfizer Agreement as further described in Note 6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 13, 2025 (Annual Report).

For the three and six months ended June 30, 2025 and 2024, no milestones were achieved and no royalty payments were made.

For the three and nine months ended September 30, 2025 and 2024, no milestones were achieved and no royalty payments were made.

Research Collaboration and License Agreement with Cellectis

3 unchanged sentences

The Company is required to make payments upon the achievement of certain development and sales milestones and pay royalties on certain net sales pursuant to the Cellectis Agreement as further described in Note 6 to the Company’s Annual Report.

For the three and six months ended June 30, 2025 and 2024, no milestones were achieved.

For the three and nine months ended September 30, 2025 and 2024, no milestones were achieved.

Exclusive License Agreement with Servier

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As amended by the Servier Amendment, all of the Company’s future milestone payments (regulatory and sales) under the Original Servier Agreement were modified to be the same as, and to coincide with, Servier’s milestone payments to Cellectis that are required under the Servier-Cellectis Agreement.

The Servier Agreement provides for aggregate potential milestone payments by the Company to Servier of up to € 75.0 million upon successful completion of various regulatory milestones and first commercial sale milestones in the United States, European Union and the United Kingdom for the initial indication of each licensed product, of which € 60.0 million remains for the initial indication for cema-cel, with additional payments of € 55.0 million, due for each subsequent indication, of which € 50.0 million remains for the first subsequent indication for cema-cel, and aggregate potential payments by the Company to Servier of up to € 80.0 million upon achievement of certain net sales milestones for each licensed product.

The Servier Agreement

provides for aggregate potential milestone payments by the Company to Servier of up to € 75.0 million upon successful completion of various regulatory milestones and first commercial sale milestones in the United States, European Union and the United Kingdom for the initial indication of each licensed product, of which € 60.0 million remains for the initial indication for cema-cel, with additional payments of € 55.0 million, due for each subsequent indication, of which € 50.0 million remains for the first subsequent indication for cema-cel, and aggregate potential payments by the Company to Servier of up to € 80.0 million upon achievement of certain net sales milestones for each licensed product.

Should Servier’s rights and obligations under the Servier-Cellectis Agreement be assigned to the Company, these milestone payments would terminate, and the Company would assume Servier’s milestone payment obligations to Cellectis.

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Food and Drug Administration or the European Medicines Agency, and such phase 2 clinical study is accepted for regulatory approval as a pivotal study, or (3) a final and definitive decision of a tribunal or court finding that under the Servier-Cellectis Agreement the milestone has occurred and the € 20.0 million payment is due to Cellectis.

As of June 30, 2025, the Company recorded € 20.0 million as deposit placed in escrow in the condensed consolidated balance sheets.

As of September 30, 2025, the Company recorded € 20.0 million as deposit placed in escrow in the condensed consolidated balance sheets.

The Company is obligated to pay to Servier royalties on annual net sales of any licensed products that are commercialized by the Company that are directed at CD19.

8 unchanged sentences

In the absence of any such assignment, Servier will remain responsible for making royalty payments that may be due to Cellectis under the Servier-Cellectis Agreement.

For the three and six months ended June 30, 2025, no milestones were achieved.

For the three and six months ended June 30, 2024, the Company recorded $ 5.4 million in research and development expenses upon achievement of a regulatory milestone.

For the three and nine months ended September 30, 2025, no milestones were achieved.

For the three and nine months ended September 30, 2024, the Company recorded zero and $ 5.4 million, respectively, in research and development expenses upon achievement of a regulatory milestone.

Research Collaboration and License Agreement with Notch Therapeutics

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Hoffmann-La Roche AG’s (Roche) acquisition of Notch.

Under the Second Amended Notch Agreement, the definitions of certain terms were clarified, certain time periods for completing the transfer of certain technology were extended, and the scope of Allogene’s exclusive rights were clarified.

The Company is required to make payments upon the achievement of certain research, development, regulatory and commercial milestones and pay royalties on certain sales pursuant to the Notch Agreement as further described in Note 6 to the Company’s Annual Report.

The Company’s total equity investment in Notch as of December 31, 2024 was zero .

For the quarter to date and year to date periods through May 17, 2024, the Company recognized its share of Notch’s net loss of $ 0.8 million and $ 1.7 million, respectively, under the other income and expense, net caption within the condensed consolidated statements of operations.

For the three and six months ended June 30, 2025 and 2024, no milestones were achieved.

For the year to date period through May 17, 2024, the Company recognized its share of Notch’s net loss of $ 1.7 million under the other income and expense, net caption within the condensed consolidated statements of operations.

For the three and nine months ended September 30, 2025 and 2024, no milestones were achieved.

Strategic Alliance with The University of Texas MD Anderson Cancer Center

On October 6, 2020, the Company entered into a strategic five-year collaboration agreement with The University of Texas MD Anderson Cancer Center (MD Anderson) for the preclinical and clinical investigation of allogeneic CAR T cell product candidates.

In August 2025 the Company extended the term of the agreement for an additional year.

The Company and MD Anderson are collaborating on the design and conduct of preclinical and clinical studies with oversight from a joint steering committee.

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Payment of this funding is contingent on mutual agreement to study orders in order for any study to be included under the alliance.

The Company is committed to make further payments to MD Anderson each year upon the anniversary of the agreement effective date through the duration of the agreement term, however, if MD

Anderson has sufficient funds to continue the agreed-upon research projects, the Company may defer the additional payment to a later date.

The Company is committed to make further payments to MD Anderson each year upon the anniversary of the agreement effective date through the duration of the agreement term, however, if MD Anderson has sufficient funds to continue the agreed-upon research projects, the Company may defer the additional payment to a later date.

These costs are expensed to research and development as MD Anderson renders the services under the strategic alliance.

Collaboration costs recorded as research and development expenses were $ 0.2 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.3 million for the three and six months ended June 30, 2024.

Collaboration costs recorded as research and development expenses were less than $ 0.1 million and $ 0.6 million for the three and nine months ended September 30, 2025, respectively, and $ 0.8 million and $ 1.1 million for the three and nine months ended September 30, 2024, respectively.

Investment in and License Agreement with Overland Therapeutics, Inc.

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Under the License Amendment, the Company continues to grant Allogene Overland PRC an exclusive license to develop, manufacture, and commercialize the Licensed Products in the JV Territory, with the Company retaining exclusive rights to the Licensed Products outside the JV Territory, and the royalty obligations to the Company were amended to a flat mid single-digit royalty on net sales in the JV Territory that are no longer subject to reductions.

The License Amendment also provides the Company with additional rights to terminate the License Agreement in its entirety or with respect to the relevant Overland Licensed Products if Allogene Overland PRC fails to initiate manufacturing technology transfer with respect to an Overland Licensed Product as agreed in the License Amendment, or if HBP commits a funding default or a material breach of its representations, warranties, or covenants under the Share Exchange Agreement.

respect to an Overland Licensed Product as agreed in the License Amendment, or if HBP commits a funding default or a material breach of its representations, warranties, or covenants under the Share Exchange Agreement.

The License Amendment also provides that the License Agreement will terminate automatically if the Company’s ownership in Allogene Overland falls below 7.5 % (other than due to the Company’s sale of the shares of Allogene Overland), unless at that time Allogene Overland PRC and the Company have mutually agreed on the manufacturing technology transfer plan for the Overland Licensed Products and Allogene Overland PRC elects to continue the license for such Overland Licensed Products with increased milestones and royalties.

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(Overland Therapeutics).

The Company determined that Overland Therapeutics is a variable interest entity as of June 30, 2025 and December 31, 2024.

The Company determined that Overland Therapeutics is a variable interest entity as of September 30, 2025 and December 31, 2024.

The Company does not have the power to direct the activities which most significantly affect Overland Therapeutics’ economic performance.

2 unchanged sentences

The Company concluded that it has significant influence over Overland Therapeutics and continued to account for its investment in Overland Therapeutics as an equity method investment.

In connection with the Organizational Restructuring in May 2024, the Company recorded an increase in its equity method investment in Overland Therapeutics and corresponding gain of $ 1.1 million under the other income and expense, net caption within the consolidated statements of operations.

The Company’s total equity investment in Overland Therapeutics as of

June 30, 2025 and December 31, 2024 was zero .

Collaboration revenue was zero for the three and six months ended June 30, 2025 and less than $ 0.1 million for the three and six months ended June 30, 2024.

As of June 30, 2025 and December 31, 2024, $ 4.6 million of deferred revenue was recorded in other long-term liabilities.

For the three months ended September 30, 2024, the Company recognized its share of Overland Therapeutics' net loss of $ 1.1 million under the other income and expense, net caption within the condensed consolidated statements of operations.

For the nine months ended September 30, 2024, in connection with the Organizational Restructuring, the Company recorded an increase in its equity method investment in Overland Therapeutics and corresponding gain of $ 1.1 million which was offset by its share of Overland Therapeutics' net loss of $ 1.1 million under the other income and expense, net caption within the condensed consolidated statement of operations.

The Company’s total equity investment in Overland Therapeutics as of September 30, 2025 and December 31, 2024 was zero .

Collaboration revenue was zero for the three and nine months ended September 30, 2025 and less than $ 0.1 million for the three and nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024, $ 4.6 million of deferred revenue was recorded in other long-term liabilities.

Collaboration and License Agreement with Antion

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The Company is required to make payments upon the achievement of certain development and regulatory milestones and pay royalties on certain sales pursuant to the Antion Collaboration and License Agreement as further described in Note 6 to the Company’s Annual Report.

As of June 30, 2025 and December 31, 2024, the Company’s total equity investment in Antion was zero .

As of September 30, 2025 and December 31, 2024, the Company’s total equity investment in Antion was zero .

Strategic Collaboration Agreement with Foresight Diagnostics

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Under the Foresight Agreement, the Company has agreed to fund approximately $ 26.2 million in MRD assay development costs, milestone payments for regulatory submissions and assay utilization to process clinical samples.

On February 19, 2025, the Company entered into an Amended and Restated Strategic Collaboration Agreement with Foresight Diagnostics which expands its collaboration to include the development of Foresight Diagnostics’ MRD assay for use with cema-cel as part of a possible EU and/or UK clinical development program, and as part of an expansion of ALPHA3 to Canadian and Australian clinical trial sites in support of the U.S.

with cema-cel as part of a possible EU and/or UK clinical development program, and as part of an expansion of ALPHA3 to Canadian and Australian clinical trial sites in support of the U.S.

clinical development program.

In total, the Company agreed to fund approximately $ 37.3 million in MRD assay development costs, milestone payments for U.S., and certain international regulatory submissions and assay utilization costs to process clinical samples, all in addition to the financial commitments under the Foresight Agreement.

Clinical trial milestones recorded as research and development expenses were $ 1.7 million and $ 3.2 million for the three and six months ended June 30, 2025, respectively, and $ 1.7 million and $ 2.2 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025 and December 31, 2024, $ 1.7 million and zero in research and development expenses, respectively, were recorded in accrued and other liabilities.

Clinical trial milestones recorded as research and development expenses were $ 1.2 million and $ 4.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 2.7 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025 and December 31, 2024, $ 1.2 million and zero in research and development expenses, respectively, were recorded in accrued and other liabilities.

Commitments and Contingencies

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The Company maintains letters of credit for the benefit of landlords which is disclosed as restricted cash in the condensed consolidated balance sheets.

Restricted cash related to letters of credit due to landlords was $ 6.0 million as of June 30, 2025 and December 31, 2024.

Restricted cash related to letters of credit due to landlords was $ 6.0 million as of September 30, 2025 and December 31, 2024.

The balance sheet classification of the Company’s lease liabilities were as follows (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Operating lease liabilities

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Total lease costs $ 3,073 $ 3,734 $ 9,144 $ 11,140

The undiscounted future non-cancellable lease payments under the Company’s operating leases as of June 30, 2025 were as follows:

The undiscounted future non-cancellable lease payments under the Company’s operating leases as of September 30, 2025 were as follows:

Year ending December 31:

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The weighted average discount rate used to determine the operating lease liability was 6.28 %.

As of June 30, 2025, the weighted average remaining lease term for the Company’s operating leases is 7.65 years.

As of September 30, 2025, the weighted average remaining lease term for the Company’s operating leases is 7.41 years.

In December 2024 and January 2025, the Company entered into non-cancelable agreements under which it subleased approximately 46,011 square feet of its HQ Lease to two unaffiliated companies.

In July 2025, the Company entered into a non-cancelable agreement under which it subleased one of its leased buildings in South San Francisco to one unaffiliated company.

This agreement’s expected sublease rental income triggered an additional indicator of impairment of the Company’s leased property and leasehold improvements, as described further in Note 5, which resulted in the recognition of a long-lived asset impairment charge of $ 1.0 million for the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2025, the Company recognized $ 0.8 million and $ 1.2 million, respectively, in sublease income under the interest and other income, net caption within the condensed consolidated statements of operations.

During the three and nine months ended September 30, 2025, the Company recognized $ 0.7 million and $ 1.9 million, respectively, in sublease income under the interest and other income, net caption within the condensed consolidated statements of operations.

Other Commitments

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Termination of the agreement by the Company will result in a termination payment due of approximately $ 4.3 million.

In connection with the agreement, the Company maintains a letter of credit for the benefit of the service provider in the amount of $ 4.3 million which is recorded as restricted cash in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The Company has entered into certain license agreements for intellectual property which is used as part of its development and manufacturing processes.

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These agreements require payment of annual license fees and may include conditional milestone payments for achievement of specific research, clinical and commercial events, and royalty payments.

The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of June 30, 2025.

The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of September 30, 2025.

Legal Proceedings

In the ordinary course of business, the Company or its business partners may be subject to legal claims and regulatory actions that could have a material adverse effect on its business or financial position.

The Company assesses its potential liability in such situations by analyzing the possible outcomes of various litigation, regulatory, and settlement strategies.

If the Company determines that a material loss is probable and its amount can be reasonably estimated, it will accrue an amount equal to the estimated loss.

As of September 30, 2025, the Company did not accrue any estimated losses related to its ongoing legal proceedings.

Stock-Based Compensation

As of June 30, 2025, there were 5,904,741 shares reserved by the Company under the 2018 Equity Incentive Plan (the 2018 Plan) for the future issuance of equity awards.

As of September 30, 2025, there were 6,828,227 shares reserved by the Company under the 2018 Equity Incentive Plan (the 2018 Plan) for the future issuance of equity awards.

Stock Option Activity

6 unchanged sentences

Options forfeited ( 2,492,581 ) 6.50

Balance as of June 30, 2025 31,291,497 6.50 7.53 $ 3

Exercisable as of June 30, 2025 19,654,961 8.82 6.57 $ —

Vested and expected to vest as of June 30, 2025 31,291,497 $ 6.50 7.53 $ —

Balance as of September 30, 2025 30,687,080 6.43 7.36 $ 43

Exercisable as of September 30, 2025 19,977,733 8.67 6.44 $ —

Vested and expected to vest as of September 30, 2025 30,687,080 $ 6.43 7.36 $ 43

Restricted Stock Unit Activity

8 unchanged sentences

Forfeited ( 3,417,526 ) 3.83

Unvested balance as of June 30, 2025 17,223,279 3.18 2.70 $ 19,462

Expected to vest, June 30, 2025 17,223,279 $ 3.18 2.70 $ 19,462

As of June 30, 2025, the Company had 4,710,441 outstanding performance-based restricted stock units, including 2,301,528 performance-based restricted stock units granted during the six months ended June 30, 2025.

Unvested balance as of September 30, 2025 16,632,670 3.11 2.54 $ 20,625

Expected to vest, September 30, 2025 16,632,670 $ 3.11 2.54 $ 20,625

As of September 30, 2025, the Company had 4,672,566 outstanding performance-based restricted stock units, including 2,301,528 performance-based restricted stock units granted during the nine months ended September 30, 2025.

These awards are subject to the holders’ continuous service to the Company through each applicable vesting event.

Through June 30, 2025, the Company believes that the achievement of the requisite performance conditions for these awards are not probable.

As a result, no compensation expense has been recognized related to the performance-based restricted stock units in the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025, the Company had 1,814,134 outstanding restricted stock units with a market condition to certain executive officers and other employees pursuant to the 2018 Plan.

Stock-based compensation expense recognized related to the restricted stock units with a market condition was less than $ 0.1 million for the three and six months ended June 30, 2025, and $ 0.7 million and $ 1.4 million for the three and six months ended June 30, 2024, respectively.

Through September 30, 2025, the Company believes that the achievement of the requisite performance conditions for these awards are not probable.

As a result, no compensation expense has been recognized related to the performance-based restricted stock units in the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the Company had 1,795,464 outstanding restricted stock units with a market condition to certain executive officers and other employees pursuant to the 2018 Plan.

Stock-based compensation expense recognized related to the restricted stock units with a market condition was zero and less than $ 0.1 million for the three and nine months ended September 30, 2025, respectively, and $ 0.7 million and $ 2.2 million for the three and nine months ended September 30, 2024, respectively.

Stock-based compensation expense

For the three and six months ended June 30, 2025 and 2024, the following table presents stock-based compensation expense related to stock options, restricted stock units and employee stock purchase plans that was recorded as research and development and general and administrative expense in its condensed consolidated statements of operations and comprehensive loss:

For the three and nine months ended September 30, 2025 and 2024, the following table presents stock-based compensation expense related to stock options, restricted stock units and employee stock purchase plans that was recorded as research and development and general and administrative expense in its condensed consolidated statements of operations and comprehensive loss:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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The sublease commenced on January 1, 2024.

The total right of use asset and associated lease liability recorded related to this related party lease were $ 2.1 million and $ 2.4 million, respectively, as of June 30, 2025.

The total right of use asset and associated lease liability recorded related to this related party lease were $ 2.1 million and $ 2.3 million, respectively, as of September 30, 2025.

The Company paid approximately $ 0.2 million towards its share of the security deposit.

Rent expense related to this sublease were $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

Rent expense related to this sublease were $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024, respectively.

Consulting Agreements

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Pursuant to the consulting agreement, Bellco provides certain services for the Company, which are performed by Dr.

Belldegrun, the Company’s executive chair, and inc lude without limitation, providing advice and analysis with respect to the Company’s business, business strategy and potential opportunities in the field of allogeneic CAR T cell therapy and any other aspect of the CAR T cell therapy business as

the Company may agree.

In consideration for these services, the Company paid Bellco $ 40,217 per month in arrears commencing January 2022.

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The Company also reimburses Bellco for out of pocket expenses incurred in performing the services.

The costs incurred for services provided, bonus, and out-of-pocket expenses incurred under this consulting agreement were $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively.

The costs incurred for services provided, bonus, and out-of-pocket expenses incurred under this consulting agreement were $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2025, respectively, and $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively.

The Company has a history of losses and expects to record a loss in 2025.

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The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect:

September 30,

Stock options to purchase common stock 30,687,080 23,955,369

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Primarily, all revenue generated and all long-lived assets are maintained in the United States.

Subsequent Events

On August 1, 2025, the Company announced that it has selected standard fludarabine and cyclophosphamide (FC) as the lymphodepletion regimen to be used in its ALPHA3 study evaluating cemacabtagene ansegedleucel (cema-cel) in first-line consolidation for large B-cell lymphoma (LBCL).

This lymphodepletion regimen selection was made in conjunction with the ALPHA3 Data and Safety Monitoring Board (DSMB) and Steering Committee and following consultation with the U.S.

Food and Drug Administration (FDA).

The arm testing FC plus ALLO-647 (FCA), is now closed to further enrollment.

This decision, made ahead of the scheduled futility analysis, was prompted by a Grade 5 adverse event in the FC plus ALLO-647 arm that has been attributed to the use of ALLO-647.

The event occurred on Day 54 post-infusion from hepatic failure, believed to have resulted from disseminated adenovirus infection in the setting of immune suppression.

This event was deemed unrelated to cema-cel.

Severe viral infections have been rare across the Company’s clinical trials.

However, when present, they have been attributed to immunosuppression due in part to ALLO-647.

There have been no cases of adenoviral infection or hepatic failure in any participant treated with only FC lymphodepletion across the Company’s trials.

Following the adoption of standard FC in the ALPHA3 trial, none of the Company’s trials open to enrollment or pipeline programs include ALLO-647.

Instead, the Company will advance its next-generation AlloCAR T product candidates using the proprietary Dagger® Platform Technology, which is designed to minimize or potentially eliminate the need for standard lymphodepletion.

The amended ALPHA3 trial now proceeds as a randomized study with two arms, comparing cema-cel after standard FC lymphodepletion to observation, the current standard of care.

Statistical design of the trial and the prespecified study conduct remain the same.

The next milestone will be the futility analysis comparing minimal residual disease (MRD) conversion and is expected to occur in the first half of 2026.

The Company expects to provide the rates of MRD conversion between the two arms at the time of this announcement.

To date, over 50 clinical sites are activated across the United States and Canada, including community cancer centers and major academic institutions.

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.

What changed 10-Q

Item 1. Financial Statements