What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-13 · 88 added, 86 removed, 285 unchanged (38% of the section changed)

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A trial-in-progress poster highlighting ALPHA3 was presented at the 2025 Annual Meeting of the American Society of Clinical Oncology (ASCO, June 1, 2025).

We now have over 50 activated trial sites in the United States and Canada, and are actively evaluating expansion of the trial to other regions around the world.

We now have over 50 activated trial sites in the United States and Canada.

Additional sites in Australia and South Korea are progressing toward activation and are expected to open in early 2026.

We have met with European Union (EU) regulatory authorities and have received scientific advice to assist us with finalizing our regulatory strategy for opening the trial in the EU, and we are now completing operational feasibility assessments for both the EU and United Kingdom (UK).

The ALPHA3 trial design expands on findings from our Phase 1 ALPHA2 study and incorporates an investigational diagnostic developed by Foresight Diagnostics, Inc.

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On August 1, 2025, we announced that we selected standard fludarabine and cyclophosphamide (FC) as the lymphodepletion regimen.

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.

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).

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

Instead, we 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.

Instead, we will advance our 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.

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Inclusion of an anti-CD70 CAR in ALLO-329 incorporates the Dagger® technology, which is designed to reduce or eliminate the need for standard chemotherapy by preventing premature rejection while targeting CD19+ B-cells and CD70+ activated T-cells, both of which play a role in AID.

In January 2025, we announced that the FDA had cleared our investigational new drug (IND) application for a Phase 1 rheumatology basket study of ALLO-329 (RESOLUTION trial) and we have now initiated the trial.

In January 2025, we announced that the FDA had cleared our investigational new drug (IND) application for a Phase 1 rheumatology basket study of ALLO-329 (RESOLUTION trial), which we initiated in the second quarter of 2025.

Our RESOLUTION trial will evaluate the safety and efficacy of ALLO-329 across multiple autoimmune diseases, including systemic lupus erythematosus (SLE) (including lupus nephritis), idiopathic inflammatory myopathies (IIM), and systemic sclerosis (SSc).

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We continue to explore opportunities to partner with collaborators on product candidates across our pipeline.

In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) under which we expanded the geographic territory for our CD19 license to include the European Union (EU) and the United Kingdom (UK).

The Servier Amendment also grants us an option to further expand the licensed territory to include China and Japan upon the

objective showing of sufficient resources to develop licensed products in those countries, which could be met through the Company entering into a strategic partnership covering those countries.

In the coming months, we plan to seek scientific advice from EU and UK regulatory authorities to assist us with finalizing our regulatory strategy for the EU and the UK.

In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) under which we expanded the geographic territory for our CD19 license to include the EU and the UK.

The Servier Amendment also grants us an option to further expand the licensed territory to include China and Japan upon the objective showing of sufficient resources to develop licensed products in those countries, which could be met through the Company entering into a strategic partnership covering those countries.

Additionally, in February 2025, we entered into an Amended and Restated Strategic Collaboration Agreement with Foresight Diagnostics which expands our collaboration to enable the development of Foresight Diagnostics’ MRD assay in the EU, UK, Canada and Australia in support of our clinical development of cema-cel.

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Since inception, we have had significant operating losses.

Our net loss was $50.9 million and $110.7 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2025, we had an accumulated deficit of $1.9 billion.

As of June 30, 2025, we had $302.6 million in cash and cash equivalents and investments and we expect our cash runway to fund operations into the second half of 2027.

Our net loss was $41.4 million and $152.1 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025, we had an accumulated deficit of $2.0 billion.

As of September 30, 2025, we had $277.1 million in cash and cash equivalents and investments and we expect our cash runway to fund operations into the second half of 2027.

We expect to continue to incur net losses for the foreseeable future, and we expect our research and development expenses and general and administrative expenses will continue to increase.

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In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) with Servier under which we:

(1) expanded our territory under the Original Servier Agreement to include the European Union and the United Kingdom, and provided for an option to further expand our territory to include China and Japan, (2) waived certain of our rights to elect to convert certain of our license rights to a worldwide license, (3) revised our future milestone payments to coincide with Servier’s milestone payments to Cellectis under the Servier-Cellectis Agreement, (4) agreed to pre-pay a future €20 million milestone payment into an escrow account, and (5) increased the United States tiered royalty rates to a range from the low tens to the mid teen percentages, and agreed to an ex-U.S.

million milestone payment into an escrow account, and (5) increased the United States tiered royalty rates to a range from the low tens to the mid teen percentages, and agreed to an ex-U.S.

royalty rate of 10%.

For more information, see “Risk Factors—

Servier’s discontinuation of its involvement in the development of CD19 Products and Servier's disputes with Cellectis, or future disputes with us, may have adverse consequences.

For more information, see “Risk Factors— Servier’s discontinuation of its involvement in the development of CD19 Products and Servier's disputes with Cellectis, or future disputes with us, may have adverse consequences.

Collaboration and License Agreement with Notch

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If Notch subsequently out-licenses any of the Released Targets (whether through an out-license, partnership, sale, or other transaction), we will be entitled to receive a percentage of upfront and/or milestone payments associated therewith up to a set cap of $30.0 million, and will be entitled to a low, single-digit royalty on net sales of products containing a Released Target.

In January 2025, Notch announced that securing additional investment and/or additional partners to take their research forward remains challenging, and therefore they significantly reduced their workforce to preserve cash and provide the time to explore alternate paths forward.

On March 31, 2025, we entered into a Second Amendment to Amended and Restated Collaboration and License Agreement (Second Amended Notch Agreement) with Notch in connection with F.

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.

Hoffmann-La Roche AG’s (Roche) acquisition of Notch, in March 2025, Notch was dissolved, and Roche became Notch’s successor in interest under our agreement.

In connection with such acquisition, on March 31, 2025 we entered into a Second Amendment to Amended and Restated Collaboration and License Agreement (Second Amended Notch Agreement) with Notch under which 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.

Strategic Alliance with The University of Texas MD Anderson Cancer Center

On October 6, 2020, we 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.

License Agreement with Overland Therapeutics, Inc.

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Components of Results of Operations

As of June 30, 2025, our revenue has been exclusively generated from the License Agreement with Overland Therapeutics.

As of September 30, 2025, our revenue has been exclusively generated from the License Agreement with Overland Therapeutics.

See Note 6 to our consolidated financial statements appearing in our Annual Report for more information related to our recognition of revenue and the License Agreement.

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To date, our research and development expenses have related primarily to discovery efforts, preclinical and clinical development, and manufacturing of our product candidates.

Research and development expenses for the three and six months ended June 30, 2025 included costs associated with our clinical and preclinical stage pipeline candidates and research into newer technologies.

Research and development expenses for the three and nine months ended September 30, 2025 included costs associated with our clinical and preclinical stage pipeline candidates and research into newer technologies.

The most significant research and development expenses for the year to date relate to costs incurred for the development of our most advanced product candidates and include:

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Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

The following sets forth our results of operations for the three months ended June 30, 2025 and 2024 (in thousands, except percentage amounts):

Three Months Ended June 30, Change

Comparison of the Three Months Ended September 30, 2025 and 2024

The following sets forth our results of operations for the three months ended September 30, 2025 and 2024 (in thousands, except percentage amounts):

Three Months Ended September 30, Change

2025 2024 $ %

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The following table shows the primary components of our research and development expenses for the periods presented:

Three Months Ended June 30,

Three Months Ended September 30,

2025 2024 Change

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Total research and development expenses $ 31,164 $ 44,713 $ (13,549)

Our research and development expenses included $20.4 million of internal expenses and $19.7 million of external expenses for the three months ended June 30, 2025.

Of the $19.7 million of external expenses for the three months ended June 30, 2025, $6.9 million was related to our cema-cel program.

Our research and development expenses included $22.1 million of internal expenses and $28.3 million of external expenses for the three months ended June 30, 2024.

Research and development expenses were $40.2 million and $50.4 million for the three months ended June 30, 2025 and 2024, respectively.

The decrease of $10.2 million was driven primarily by a decrease in development costs of $7.4 million related to the advancement of our product candidates and the timing of development activities and manufacturing runs, a decrease in personnel related costs of $1.5 million, including decreases in stock-based compensation expense of $3.0 million and salaries and benefits of $1.6 million partially offset by an increase of $3.1 million in severance expense related to the Workforce Reduction, and depreciation costs of $0.7 million attributable to the completion of useful life for certain machinery and equipment.

Our research and development expenses included $15.6 million of internal expenses and $15.6 million of external expenses for the three months ended September 30, 2025.

Of the $15.6 million of external expenses for the three months ended September 30, 2025, $6.1 million was related to our cema-cel program.

Our research and development expenses included $22.5 million of internal expenses and $22.2 million of external expenses for the three months ended September 30, 2024.

Research and development expenses were $31.2 million and $44.7 million for the three months ended September 30, 2025 and 2024, respectively.

The decrease of $13.5 million was driven primarily by a decrease in personnel related costs of $6.8 million, including a decrease in stock-based compensation expense of $2.8 million, a decrease in development costs of $4.5 million related to the advancement of our product candidates due to the timing of development activities and manufacturing runs, and facilities and depreciation costs of $1.5 million.

General and Administrative Expenses

General and administrative expenses were $14.3 million and $16.1 million for the three months ended June 30, 2025 and 2024, respectively.

The decrease of $1.8 million was primarily due to a decrease in personnel related costs of $2.4 million, including $1.0 million related to a decrease in stock-based compensation expense, partially offset by an increase in other expenses of $0.6 million.

General and administrative expenses were $13.7 million and $16.3 million for the three months ended September 30, 2025 and 2024, respectively.

The decrease of $2.6 million was primarily due to a decrease in personnel related costs of $2.4 million, including $1.9 million related to a decrease in stock-based compensation expense, and a decrease in other expenses of $0.2 million.

Impairment of long-lived asset

In June 2024, we made a decision to sublease one of our leased buildings in South San Francisco.

We vacated and ceased occupancy of this building in June 2024 and actively marketed the leased building for sublease.

We recorded long-lived asset impairment charge of $5.0 million for the three months ended June 30, 2024 based on the performed impairment analysis.

During the three months ended June 30, 2025, we recorded an additional long-lived asset impairment charge of $1.0 million related to this subleased building.

In addition, during three months ended June 30, 2025, we recorded equipment impairment of $1.3 million in conjunction with the Workforce Reduction.

In September 2024, we identified additional impairments as the carrying values of to-be-sublet property asset groups were not recoverable due to current market conditions.

We revised the valuations of the assets within these groups based on terms with a subtenant for a portion of one of the buildings within one of the asset groups and based on new market data for both asset groups.

For the three months ended September 30, 2024, we recorded long-lived asset impairment charge of $10.7 million.

No such expense was recorded for the three months ended September 30, 2025.

Interest and Other Income, Net

Interest and other income, net was $6.2 million and $5.0 million for the three months ended June 30, 2025 and 2024, respectively.

The increase of $1.2 million was due to net gain of foreign exchange and sublease income, partially offset by lower interest earned on our cash, cash equivalents and investments.

Interest and other income, net was $3.9 million and $6.7 million for the three months ended September 30, 2025 and 2024, respectively.

The decrease of $2.8 million was due to lower interest earned on our cash, cash equivalents and investments and net gain on foreign exchange translation, partially offset by sublease income.

Interest Expense

Interest expense was related to the CIRM award proceeds received for the three months ended June 30, 2025.

No such interest expense was recorded for the three months ended June 30, 2024.

Interest expense was related to the CIRM award proceeds received for the three months ended September 30, 2025 and 2024.

Other Income (Expenses), Net

For the three months ended June 30, 2025 and 2024, we recorded other expenses of less than of $0.1 million and other income of $0.1 million, respectively.

Other income during the three months ended June 30, 2024 consisted of a gain from the

Organizational Restructuring of Overland Therapeutics, partially offset by the share of net losses in our equity method investments.

Comparison of the Six Months Ended June 30, 2025 and 2024

The following sets forth our results of operations for the six months ended June 30, 2025 and 2024 (in thousands, except percentage amounts):

Six Months Ended

June 30, Change

For the three months ended September 30, 2025 and 2024, we recorded other expenses of less than $0.1 million and other expense of $1.1 million, respectively.

Other income during the three months ended September 30, 2024 consisted of the share of net losses in our equity method investments.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following sets forth our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands, except percentage amounts):

Nine Months Ended

September 30, Change

2025 2024 $ %

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Collaboration revenue - related party

Revenue recognized for the six months ended June 30, 2024 was mainly due to participation in the joint steering committee performance obligation related to the License Agreement entered into with Overland Therapeutics on December 14, 2020.

Revenue recognized for the nine months ended September 30, 2024 was mainly due to participation in the joint steering committee performance obligation related to the License Agreement entered into with Overland Therapeutics on December 14, 2020.

Research and Development Expenses

The following table shows the primary components of our research and development expenses for the periods presented:

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

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Total research and development expenses $ 121,520 $ 147,327 $ (25,807)

Our research and development expenses included $44.6 million of internal expenses and $45.8 million of external expenses for the six months ended June 30, 2025.

Of the $45.8 million of external expenses for the six months ended June 30, 2025, $13.1 million was related to our cema-cel program.

Our research and development expenses included $47.5 million of internal expenses and $55.1 million of external expenses for the six months ended June 30, 2024.

Research and development expenses were $90.4 million and $102.6 million for the six months ended June 30, 2025 and 2024, respectively.

The decrease of $12.3 million was driven primarily by a decrease in external costs of $7.1 million relating to the advancement of our product candidates due to the timing of development activities and manufacturing runs, a decrease in personnel related costs of $2.7 million, including decreases in salaries and benefits of $4.2 million and stock-based compensation expense of $1.6 million, partially offset by an increase in severance expense of $3.1 million related to the

Workforce Reduction, and facilities and depreciation costs of $1.5 million attributable to the completion of useful life for certain machinery and equipment.

Our research and development expenses included $60.1 million of internal expenses and $61.4 million of external expenses for the nine months ended September 30, 2025.

Of the $61.4 million of external expenses for the nine months ended September 30, 2025, $19.2 million was related to our cema-cel program.

Our research and development expenses included $70.1 million of internal expenses and $77.3 million of external expenses for the nine months ended September 30, 2024.

Research and development expenses were $121.5 million and $147.3 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease of $25.8 million was driven primarily by a decrease in development costs of $11.6 million relating to the advancement of our product candidates due to the timing of development activities and manufacturing runs, a decrease in personnel related costs of $9.5 million, including decreases in salaries and benefits of $8.2 million and stock-based compensation expense of $4.4 million, partially offset by an increase in severance expense of $3.1 million related to the Workforce Reduction, and facilities and depreciation costs of $3.0 million attributable to the completion of useful life for certain machinery and equipment.

General and Administrative Expenses

General and administrative expenses were $29.3 million and $33.4 million for the six months ended June 30, 2025 and 2024, respectively.

The decrease of $4.1 million was primarily due to a decrease in personnel related costs of $3.8 million, including $3.0 million related to a decrease in stock-based compensation expense, and other expenses of $0.3 million, attributable to decreases in legal and consulting expenses.

General and administrative expenses were $43.0 million and $49.7 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease of $6.7 million was primarily due to a decrease in personnel related costs of $6.1 million, including $4.9 million related to a decrease in stock-based compensation expense, and other expenses of $0.6 million.

Impairment of long-lived asset

In June 2024, we made a decision to sublease one of our leased buildings in South San Francisco.

We vacated and ceased occupancy of this building in June 2024 and actively marketed the leased building for sublease.

We recorded long-lived asset impairment charge of $5.0 million for the six months ended June 30, 2024 based on the performed impairment analysis.

During the six months ended June 30, 2025, we recorded an additional long-lived asset impairment charge of $1.0 million related to this subleased building.

In addition, during the six months ended June 30, 2025, we recorded equipment impairment of $1.3 million in conjunction with the Workforce Reduction.

During the nine months ended September 30, 2025, we recorded an additional long-lived asset impairment charge of $1.0 million related to one of our subleased buildings.

In addition, during the nine months ended September 30, 2025, we recorded equipment impairment of $1.3 million in conjunction with the Workforce Reduction.

In June 2024, we recorded long-lived asset impairment charges of $5.0 million.

In September 2024, we identified additional impairments as the carrying value of this to-be-sublet property asset group was not recoverable due to current market conditions.

We revised the valuation of this asset group based on new market data.

In September 30, 2024, we recorded an additional long-lived asset impairment charge of $1.2 million.

Previously, in December 2023, we made a decision to sublease one of our other leased buildings in South San Francisco.

In September 2024, we identified additional impairments as the carrying value of to-be-sublet property asset group was not recoverable due to the then-current market conditions.

We revised the valuations of this asset group based on a non-binding letter of intent with a potential subtenant for a portion of the building included in this asset group and based on new market data.

In the three months ended September 30, 2024, we recorded long-lived asset impairment charges of $9.5 million.

During the nine months ended September 30, 2024, we recognized total impairment charges of $15.7 million.

Interest and Other Income, Net

Interest and other income, net was $11.7 million and $10.4 million for the six months ended June 30, 2025 and 2024, respectively.

The increase of $1.3 million was due to net gain of foreign exchange and sublease income, partially offset by lower interest earned on our cash, cash equivalents and investments.

Interest and other income, net was $15.6 million and $17.1 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease of $1.5 million was due to lower interest earned on our cash, cash equivalents and investments, partially offset by gain on foreign exchange translation and sublease income.

Interest Expense

Interest expense was related to the CIRM award proceeds received for the six months ended June 30, 2025.

No such interest expense was recorded for the six months ended June 30, 2024.

Interest expense was related to the CIRM award proceeds received for the nine months ended September 30, 2025 and 2024.

Other Income (Expenses), Net

For the six months ended June 30, 2025 and 2024, we recorded other income of less than $0.1 million and other expense of $0.8 million, respectively.

The increase in other income (expenses), net of $0.9 million was primarily due to a decrease in the share of net losses in our equity method investments, partially offset by a gain from the Organizational Restructuring of Overland Therapeutics.

For the nine months ended September 30, 2025 and 2024, we recorded other expense of less than $0.1 million and $2.0 million, respectively.

Other income during the nine months ended September 30, 2024 consisted of the share of net losses in our equity method investments, partially offset by a gain from the Organizational Restructuring of Overland Therapeutics.

Liquidity and Capital Resources

To date, we have incurred significant net losses and negative cash flows from operations.

As of June 30, 2025, we had $302.6 million in cash, cash equivalents and investments.

As of September 30, 2025, we had $277.1 million in cash, cash equivalents and investments.

We believe that the aggregate of our current cash, cash equivalents and investments available for operations will be sufficient to fund our operations for at least the next 12 months from the date this Quarterly Report is filed with the SEC.

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In November 2019, we entered into a sales agreement with TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC) (TD Cowen), as amended on November 2, 2022 and November 2, 2023, under which we may from time to time issue and sell shares of our common stock through TD Cowen in ATM offerings.

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

During the nine months ended September 30, 2025, we sold an aggregate of 7,477,047 shares in ATM offerings resulting in net proceeds of $14.5 million.

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.

The following table summarizes our cash flows for the periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

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Operating Activities

During the six months ended June 30, 2025, cash used in operating activities of $92.0 million was attributable to a net loss of $110.7 million, a decrease of $10.5 million in our net operating assets and liabilities, partially offset by non-cash charges of $29.2 million.

The non-cash charges consisted primarily of stock-based compensation expense of $20.9 million, depreciation of $6.2 million, impairment of long-lived assets of $2.4 million and non-cash rent expense of $2.3 million, partially offset by net amortization and accretion on investment securities of $2.5 million.

The change in operating assets and liabilities was primarily due to a decrease in operating lease liabilities of $3.8 million, a decrease in accrued and other current liabilities of $3.5 million, an increase in deposit in escrow of $2.7 million and an increase in other long-term assets of $1.5 million, partially offset by a decrease in prepaid expense and other current assets of $1.2 million.

During the six months ended June 30, 2024, cash used in operating activities of $119.5 million was attributable to a net loss of $131.4 million and a decrease of $24.0 million in our net operating assets and liabilities, partially offset by non-cash charges of $35.9 million.

The non-cash charges consisted primarily of stock-based compensation expense of $25.5 million, depreciation of $7.2 million, impairment of long-lived assets of $5.0 million, non-cash rent expense of $2.7 million and our share of equity investments’ net losses for the period of $0.6 million, partially offset by net amortization and accretion on investment securities of $5.0 million.

The change in operating assets and liabilities was primarily due to a $21.4 million deposit placed in escrow related to the Servier Amendment, decrease in accrued and other current liabilities of $6.7 million, decrease in operating lease liabilities of $2.8 million and increase in prepaid expenses and other current assets of $2.0 million, partially offset by an increase in accounts payable of $6.7 million and decrease in other long-term assets of $2.1 million.

During the nine months ended September 30, 2025, cash used in operating activities of $121.6 million was attributable to a net loss of $152.1 million, a decrease of $10.7 million in our net operating assets and liabilities, partially offset by non-cash charges of $41.1 million.

The non-cash charges consisted primarily of stock-based compensation expense of $29.5 million, depreciation of $9.3 million, non-cash rent expense of $3.3 million, and impairment of long-lived assets of $2.4 million, partially offset by net amortization and accretion on investment securities of $3.4 million.

The change in operating assets and liabilities was primarily due to a decrease in operating lease liabilities of $5.6 million, an increase in deposit in escrow of $2.7 million, a decrease in accrued and other current liabilities of $2.4 million, a decrease in accounts payable of $1.8 million, an increase in other long-term assets of $1.2 million, partially offset by a decrease in prepaid expense and other current assets of $2.3 million and an increase in other long term liabilities of $0.8 million.

During the nine months ended September 30, 2024, cash used in operating activities of $163.6 million was attributable to a net loss of $197.7 million and a decrease of $30.1 million in our net operating assets and liabilities, partially offset by non-cash charges of $64.1 million.

The non-cash charges consisted primarily of stock-based compensation expense of $38.9 million, impairment of long-lived assets of 15.7 million, depreciation of $10.4 million, non-cash rent expense of $4.1 million, and our

share of equity investments’ net losses for the period of $1.7 million, partially offset by net amortization and accretion on investment securities of $6.7 million.

The change in operating assets and liabilities was primarily due to a deposit placed in escrow related to the Servier Amendment of $22.3 million, a decrease in operating lease liabilities of $4.5 million, a decrease in accrued and other current liabilities of $4.1 million, an increase in prepaid expenses and other current assets of $2.3 million, and a decrease in accounts payable of $0.5 million, partially offset by a decrease in other long-term assets of $3.6 million.

Investing Activities

During the six months ended June 30, 2025, net cash provided by investing activities of $50.0 million was related to cash provided by investment maturities of $110.3 million, partially offset by cash used in the purchase of investments of $60.1 million.

During the six months ended June 30, 2024, net cash provided by investing activities of $96.7 million was related to cash provided by investment maturities of $220.5 million, partially offset by cash used in the purchase of investments of $123.7 million.

During the nine months ended September 30, 2025, net cash provided by investing activities of $61.9 million was related to cash provided by investment maturities of $172.2 million, partially offset by cash used in the purchase of investments of $109.9 million.

During the nine months ended September 30, 2024, net cash provided by investing activities of $20.8 million was related to cash provided by investment maturities of $330.3 million and cash provided by investment sales of $5.4 million, partially offset by cash used in the purchase of investments of $314.5 million.

Financing Activities

During the six months ended June 30, 2025, cash provided by financing activities of $19.1 million was related to cash provided by net proceeds from the issuance of common stock through ATM transactions of $11.5 million, proceeds from the CIRM award of $6.9 million and the sale of common stock through our employee stock purchase plan of $0.6 million.

During the six months ended June 30, 2024, cash provided by financing activities of $110.3 million was related to $105.3 million in net proceeds from the issuance of common stock through our May 2024 registered offering, $1.0 million of net proceeds from the issuance of common stock through ATM transactions, $2.3 million of cash provided from the CIRM award, $0.9 million of cash provided by the sale of common stock through our employee stock purchase plan, and $0.8 million of cash provided by the issuance of common stock upon exercise of stock options.

During the nine months ended September 30, 2025, cash provided by financing activities of $22.3 million was related to cash provided by net proceeds from the issuance of common stock through ATM transactions of $14.5 million, proceeds from the CIRM award of $6.9 million and the sale of common stock through our employee stock purchase plan of $0.9 million.

During the nine months ended September 30, 2024, cash provided by financing activities of $110.9 million was related to $105.3 million in net proceeds from the issuance of common stock through our May 2024 registered offering, $2.3 million of cash provided from the CIRM award, $1.5 million of cash provided by the sale of common stock through our employee stock purchase plan, $1.0 million of net proceeds from the issuance of common stock through ATM transactions, and $0.8 million of cash provided by the issuance of common stock upon exercise of stock options.

Material Cash Commitments and Requirements

Our primary use of cash is for operating expenses, which consist primarily of clinical manufacturing and research and development expenditures related to our lead product candidates, other research efforts, and to a lesser extent, general and

administrative expenditures.

Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses and other current liabilities.

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The payment obligations under the license agreements are contingent upon future events such as our achievement of specified development, regulatory and/or commercial milestones and we will be required to make development milestone payments and royalty payments in connection with the sale of products developed under these agreements.

As of June 30, 2025, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales.

As of September 30, 2025, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales.

For additional information regarding our agreements, see Note 6 to our consolidated financial statements included in our Annual Report.

2 unchanged sentences

On October 6, 2020, we announced we entered into a strategic five-year collaboration agreement with MD Anderson for the preclinical and clinical investigation of allogeneic CAR T cell product candidates.

In August 2025 we extended the term

of the agreement for an additional year.

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

15 unchanged sentences

The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.

Our estimates are based on our 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.

Actual results may differ from these estimates under different assumptions or conditions.

5 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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis