What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-13 · 217 added, 261 removed, 876 unchanged (35% of the section changed)

30 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Long-Lived Assets

Description of the Matter As discussed in Note 5 to the consolidated financial statements, the Company’s long-lived assets are assessed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

When indicators of impairment exist, the Company compares the estimated future undiscounted net cash flows to the carrying amount of the asset group.

If the carrying amount of the asset group exceeds the future undiscounted cash flows, an impairment is measured based on the difference between the carrying amount of the asset group and its fair value.

Indicators of impairment were identified for the year ended December 31, 2024.

As a result the Company recorded an impairment charge of $15.7 million for its right-of-use asset and related leasehold improvements.

Auditing the Company’s impairment model was challenging due to the subjective assumption of market rental rates used as an input in determining the fair value of the right-of-use asset and related leasehold improvements.

How We Addressed the Matter in Our Audit To test the Company’s accounting for the impairment over the right-of-use asset and related leasehold improvements, our audit procedures included, among others, utilizing our valuation specialists to assist in evaluating the reasonableness of the Company’s valuation methodology and the market rental rate assumption, performing an evaluation of market rental rates by benchmarking to other properties of similar type and within the geographic area, and testing the completeness and accuracy of the significant inputs within the model.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

We determined that there are no critical audit matters.

/s/ Ernst & Young LLP

17 unchanged sentences

Other long-term assets 3,615 2,325

Equity method investments — 3,645

Total assets $ 415,905 $ 548,710

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

and 212,210,597 and 168,642,238 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

229,413,523 and 212,210,597 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 2,302,753 2,241,879

Accumulated deficit ( 2,010,709 ) ( 1,819,823 )

Accumulated other comprehensive loss ( 89 ) ( 955 )

Accumulated other comprehensive gain (loss) 269 ( 89 )

Total stockholders’ equity 292,542 422,179

15 unchanged sentences

Interest expense ( 1,075 ) ( 181 )

Other expenses, net

( 3,920 ) ( 17,835 )

Other income (expense), net 215 ( 3,920 )

Total other income (expense), net 18,429 16,052

20 unchanged sentences

Shares Amount

Balance — December 31, 2022 (As Restated) 144,438,304 $ 144 $ 1,911,632 $ ( 1,234,968 ) $ ( 9,926 ) $ 666,882

Balance — December 31, 2023 168,642,238 $ 169 $ 2,075,252 $ ( 1,562,233 ) $ ( 955 ) $ 512,233

Issuance of common stock from ATM offering, net of commissions and offering costs of $ 0.1 million

2,539,134 2 6,762 — — 6,764

Issuance of common stock from registered offering, net of commissions and offering costs of 4.7 million

37,931,035 38 105,245 — — 105,283

Issuance of common stock upon exercise of stock options and vesting of RSUs 2,569,680 2 811 — — 813

2 unchanged sentences

Employee stock purchase plan 528,510 1 1,534 — — 1,535

Net loss (As Restated)

— — — ( 257,590 ) — ( 257,590 )

3 unchanged sentences

13,430,193 14 22,340 — — 22,354

Issuance of common stock from registered offering, net of commissions and offering costs of $ 4.7 million

37,931,035 38 105,245 — — 105,283

Issuance of common stock upon exercise of stock options and vesting of RSUs 2,569,680 2 811 — — 813

Vesting of early exercised common stock

— — 532 — — 532

Issuance of common stock upon vesting of RSUs 3,123,885 2 ( 2 ) — — —

Stock-based compensation

41 unchanged sentences

Proceeds from issuance of common stock from public offering, net of commissions and issuance costs — 105,283

Proceeds from issuance of common stock and upon exercise of stock options 813 2,087

Proceeds from issuance of common stock upon exercise of stock options — 813

Proceeds from issuance of common stock under the employee stock purchase plan 895 1,535

1 unchanged sentence

Net cash provided by financing activities 30,157 116,675

Net increase (decrease) in cash, cash equivalents and restricted cash ( 7,937 ) 21,251

Net decrease in cash, cash equivalents and restricted cash ( 23,530 ) ( 7,937 )

Cash, cash equivalents and restricted cash — beginning of period 85,510 93,447

3 unchanged sentences

Property and equipment purchases in accounts payable and accrued and other current liabilities $ 107 $ 64

Non-cash deferred revenue and other long-term liabilities $ 3,079 $ 3,094

Supplemental disclosure:

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The aggregate compensation payable to Cowen as the Company's sales agent equals up to 3.0 % of the gross sales price of the shares sold through Cowen pursuant to the sales agreement.

During the year ended December 31, 2023, the Company sold an aggregate of 20,894,565 shares of common stock in ATM offerings resulting in net proceeds of $ 91.1 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.

During the year ended December 31, 2024, the Company sold an aggregate of 2,539,134 shares of common stock in ATM offerings resulting in net proceeds of $ 6.8 million.

During the years ended December 31, 2025 and 2024, the Company sold an aggregate of 13,430,193 and 2,539,134 shares of common stock in ATM offerings resulting in net proceeds of $ 22.4 million and $ 6.8 million, respectively.

Registered Offering

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In June 2020, the Company formed a wholly-owned, Netherlands-based subsidiary, Allogene Therapeutics, B.V., to help prepare for and assist with the Company's activities in Europe.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Allogene Therapeutics, B.V.

The consolidated financial statements include the accounts

of the Company and its wholly-owned subsidiary, Allogene Therapeutics, B.V.

All material intercompany balances and transactions have been eliminated during consolidation.

The subsidiary was dissolved on January 3, 2024.

Reclassification of Prior Period Balances

The deferred revenue was reclassified to be included in the accrued and other current liabilities in the balance sheet as of December 31, 2023 to conform to the consolidated balance sheet presentation at December 31, 2024.

The presentation of non-cash rent expense and operating lease liabilities in the consolidated statement of cash flow for the year ended December 31, 2023 were reclassified to conform with the consolidated statement of cash flow presentation for the year ended December 31, 2024.

These reclassifications have no effect on the reported net income for the years ended December 31, 2024 and 2023.

Use of Estimates

The preparation of 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 consolidated financial statements and the reported amounts of expenses during the reporting period.

Significant estimates and assumptions made in the accompanying 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.

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Investments with original maturities of less than three months at the date of purchase are classified as cash and cash equivalents.

Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the consolidated balance sheet date are classified as current.

with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the consolidated balance sheet date are classified as current.

Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive income.

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

See Note 5 below for more details.

Refer to Note 5 below for more details.

For its long-term operating leases, the Company recognizes a right-of-use asset and a lease liability on its consolidated balance sheets.

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The Company's proportionate share of the net income or loss of these companies is included in other expenses, net in the consolidated statement of operations.

Judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions and material purchase and sale transactions.

Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company's ownership interest, representation on the board of directors, participation in policy-making decisions and material purchase and sale transactions.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable.

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Variable Interest Entities

entity’s economic performance and having the obligation to absorb losses or the right to receive benefits from the variable interest entity.

For entities in which the Company has variable interests, the Company focuses on identifying if one of the entities is the primary beneficiary through having the power to direct the activities that most significantly impact the variable interest entity’s economic performance and having the obligation to absorb losses or the right to receive benefits from the variable interest entity.

If the Company is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in the Company’s consolidated financial statements.

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Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized.

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

A valuation allowance is provided when it is

more likely than not that some portion or all of a deferred tax asset will not be realized.

Due to the Company’s historical operating performance and net losses, the net deferred tax assets have been fully offset by a valuation allowance.

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Any impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the carrying amount of an individual asset shall not be reduced below its fair value.

The Company recorded long-lived assets impairment losses of $ 15.7 million and $ 13.2 million for the years ended December 31, 2024 and 2023, respectively (see Note 5).

The Company recorded long-lived asset impairment losses of $ 2.4 million and $ 15.7 million for the years ended December 31, 2025 and 2024, respectively (refer to Note 5).

Revenue Recognition

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For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of Topic 606, Revenue from Contracts with Customers (ASC 606).

For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to Topic 606.

For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606.

For elements of those arrangements that the Company determines should be accounted for under ASC 606, the Company assesses which activities in the collaboration agreements are performance obligations that should be accounted for separately and determines the transaction price of the arrangement, which includes the assessment of the probability of achievement of future milestones and other potential consideration.

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Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The Company adopted this standard effective January 1, 2024 and applied the disclosure requirements retrospectively to all prior periods presented in the consolidated financial statements.

Adoption of the new guidance had no significant impact on the Company's consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in the Company’s annual financial statements.

The Company adopted this standard effective January 1, 2025 and applied the disclosure requirements on a retrospective basis.

Adoption of the new guidance had no significant impact on the Company’s financial statements.

Refer to Note 12 for the revised disclosures consistent with the new guidance.

These reclassifications have no effect on the benefit for income taxes for the year ended December 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvement to income tax disclosures , which enhances the disclosures required for income taxes in the Company’s annual financial statements.

This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company does not plan to adopt this standard early.

The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption.

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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

7 unchanged sentences

There were no Level 3 assets or liabilities as of December 31, 2025 or 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 December 31, 2024 are presented in the following table:

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 December 31, 2025 and 2024 are presented in the following table:

December 31, 2025

7 unchanged sentences

agency securities — 33,999 — 33,999

Asset-backed securities — 9,700 — 9,700

Total financial assets $ 124,733 $ 130,408 $ — $ 255,141

¹ Included within cash and cash equivalents on the Company’s consolidated balance sheets

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 December 31, 2023 are presented in the following table:

December 31, 2024

3 unchanged sentences

Money market funds ¹ $ 65,780 $ — $ — $ 65,780

Commercial paper — 66,255 — 66,255

Corporate bonds — 82,725 — 82,725

1 unchanged sentence

agency securities — 58,514 — 58,514

Asset-backed securities — 9,700 — 9,700

Total financial assets $ 151,508 $ 217,194 $ — $ 368,702

13 unchanged sentences

agency securities 33,974 25 — 33,999

Asset-backed securities 9,695 5 — 9,700

Total cash equivalents and investments $ 254,872 $ 279 $ ( 10 ) $ 255,141

9 unchanged sentences

Money market funds $ 65,780 $ — $ — $ 65,780

Commercial paper 66,269 19 ( 34 ) 66,254

Corporate bonds 82,716 53 ( 45 ) 82,724

1 unchanged sentence

agency securities 58,566 20 ( 70 ) 58,516

Asset-backed securities 9,695 5 — 9,700

Total cash equivalents and investments $ 368,791 $ 151 $ ( 240 ) $ 368,702

11 unchanged sentences

Total cash equivalents and investments $ 255,141 $ 368,702

There were no significant realized losses on available-for-sale securities for the year ended December 31, 2024.

Realized losses on available-for-sale securities for the year ended December 31, 2023 were $ 1.0 million.

There were no significant realized losses on available-for-sale securities for the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, unrealized losses on available-for-sale securities are not attributed to credit risk.

2 unchanged sentences

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 December 31, 2024 and 2023, securities with a fair value of zero and $ 48.4 million, respectively, were in a continuous net unrealized loss position for more than 12 months.

As of December 31, 2025 and 2024, there were no securities 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.

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Depreciation expense for the years ended December 31, 2025, and 2024 was $ 12.4 million, and $ 13.6 million, respectively.

Disposals of property and equipment were $ 0.3 million and less than $ 0.1 million for the years ended December 31, 2024 and 2023, respectively.

Disposals of property and equipment were less than $ 0.1 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

The Company reviews for indicators of impairment on a quarterly basis which includes the change in how its property is being used.

During the year ended December 31, 2024, the Company made a decision to sublease one of its leased buildings in South San Francisco.

The Company vacated and ceased occupancy of this building and currently the Company is actively marketing the leased building for sublease.

The Company vacated and ceased occupancy of this building and began actively marketing the leased building for sublease in 2024.

The Company determined that the change in how this building is being used was an indicator of impairment.

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The Company recognized an aggregate long-lived asset impairment charge of $ 6.2 million on the right-of-use asset and leasehold improvements for the year ended December 31, 2024.

During the year ended December 31, 2025, the Company identified an additional indicator that the carrying value of this to-be-sublet property asset group was not recoverable.

The expected sublease rental income of $ 1.9 million as of December 31, 2024 had decreased to $ 0.7 million based on the sublease agreement executed in July 2025.

The risk-adjusted annual discount was 9.25 %.

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 of the $ 0.9 million right-of-use asset and $ 0.1 million leasehold improvements as long-lived asset impairment charges for the year ended December 31, 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.

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 year ended December 31, 2024, the Company recognized long-lived asset impairment charge of $ 9.5 million on the right-of-use asset by applying a discounted cash flow method to estimate fair value of its right-of-use asset.

The key inputs to this valuation were expected sublease rental income of $ 22.7 million through March 31, 2032 and annual discount rate of 9.0 %.

During the year ended December 31, 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 did not change.

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 an additional long-lived asset impairment charge of $ 9.5 million on the right-of-use asset for the year ended December 31, 2024.

The key inputs to this valuation were expected sublease rental income of $ 4.7 million through March 31, 2032 and an annual discount rate of 9.0 %.

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.

Total long-lived asset impairment charges recognized on the Company's right-of-use assets were $ 15.7 million for the year ended December 31, 2024.

In addition, during the year ended December 31, 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 Liabilities

3 unchanged sentences

Accrued research and development expenses 7,398 9,402

Accrued lease liability 7,509 6,775

Unvested shares liability — 532

Lease liability, current 8,208 7,509

Other 2,397 1,072

1 unchanged sentence

Accrued and Other Current Liabilities

On January 4, 2024, the Company’s Board of Directors approved a reduction in the Company’s workforce of approximately 22 % of the Company’s employees in connection with the Company’s pipeline prioritization and clinical development strategy.

The reduction in workforce was completed by June 30, 2024.

During the year ended December 31, 2024, the Company paid approximately $ 3.0 million for severance and other employee benefits.

On May 12, 2025, the Company’s Board of Directors approved an approximately 28 % reduction in the Company’s employee workforce (Workforce Reduction) in connection with a reduction in manufacturing operations and a reprioritization of resources to focus on the Company’s clinical programs.

The Workforce Reduction included one-time severance payments and other employee benefits and impairment of equipment of $ 4.7 million which comprised of $ 3.1 million in research and development expense, $ 1.3 million in equipment impairment expense, and $ 0.3 million in general and administrative expense in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2025.

As of December 31, 2025, less than $ 0.1 million of the severance and other employee benefits accrual was included in accrued and other current liabilities on the consolidated balance sheets.

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).

Costs associated with the Workforce Reduction consist of the following:

Severance and Employee Benefit Costs Impairment Costs Total

(in thousands)

Balance at December 31, 2024 $ — $ — $ —

Charges 3,406 1,340 4,746

Cash payments made ( 3,227 ) — ( 3,227 )

Non-cash adjustments ( 165 ) ( 1,340 ) ( 1,505 )

Balance at December 31, 2025 $ 14 $ — $ 14

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 T 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.

As a result, the Company updated the study plan and requested a reduction in its co-funding responsibility and adjustments to the remaining milestone payments to align with the updated research plan.

On April 28, 2025, the terms of the award were amended and the total award amount was adjusted to up to $ 9.2 million.

Pursuant to terms of the award, the disbursements are tied to the achievement of specified operational milestones.

In addition, the terms of the award include a co-funding requirement pursuant to which the Company is required to spend up to approximately $ 25.9 million of its own capital to fund the CIRM funded research project.

In addition, the terms of the award and amended award include a co-funding requirement pursuant to which the Company is

required to spend up to approximately $ 15.7 million of its own capital to fund the CIRM funded research project.

The award was made in accordance with the CIRM Grants Administration Policy for Clinical Stage Projects which may require the award to be repaid by the Company.

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

The Company received $ 2.3 million from CIRM through December 31, 2024 and accounted for the proceeds as a liability within other long-term liabilities on the consolidated balance sheets.

During the year ended December 31, 2024, the Company recorded interest expense of $ 0.2 million.

The Company received $ 6.9 million and $ 2.3 million from CIRM through December 31, 2025 and 2024, respectively, and accounted for the total $ 9.2 million proceeds as a liability within other long-term liabilities on the consolidated balance sheets.

The Company recorded interest expense of $ 1.1 million and $ 0.2 million for the year ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, $ 1.3 million of accrued interest was included in other long-term liabilities.

In February 2025, the Company met an additional operational milestone and received an additional award of $ 3.4 million from CIRM.

License and Collaboration Agreements

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In October 2019, the Territory was expanded to all countries in the world.

No milestone or royalty payments were made in the years ended December 31, 2024 and 2023.

No milestones were achieved and no royalty payments were made for the years ended December 31, 2025 and 2024, respectively.

Pfizer is also eligible to receive, on a product-by-product and country-by-country basis, royalties in single-digit percentages on annual net sales for products covered by the Pfizer Agreement.

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Pursuant to the Cellectis Agreement, Cellectis granted to the Company an exclusive, worldwide, royalty-bearing license, on a target-by-target basis, with sublicensing rights under certain conditions, under certain of Cellectis’s intellectual property, including its TALEN and electroporation technology, to make, use, sell, import, and otherwise exploit and commercialize CAR T products directed at certain targets, including BCMA, CD70, Claudin 18.2, DLL3 and FLT3 (the Allogene Targets), for human oncologic therapeutic, diagnostic, prophylactic and prognostic purposes.

In addition, certain Cellectis intellectual property rights granted by Cellectis to the Company and to Servier pursuant to the Exclusive License and Collaboration Agreement by and between Servier and Pfizer, dated October 30, 2016, which Pfizer assigned to the Company in April 2018, will survive the termination of the Original Cellectis Agreement.

In addition, certain Cellectis intellectual property rights granted by Cellectis to the Company and to Servier pursuant to the Exclusive License and

Collaboration Agreement by and between Servier and Pfizer, dated October 30, 2016, which Pfizer assigned to the Company in April 2018, will survive the termination of the Original Cellectis Agreement.

Pursuant to the Cellectis Agreement, the Company granted Cellectis a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license, with sublicensing rights under certain conditions, under certain of the Company's intellectual property, to make, use, sell, import and otherwise commercialize CAR T products directed at certain targets (the Cellectis Targets).

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The Cellectis Agreement may also be terminated by the Company upon written notice at any time in the event that Cellectis becomes bankrupt or insolvent or upon written notice within 60 days of a consummation of a change of control of Cellectis.

All costs the Company incurred in connection with this agreement were recognized as research and development expenses in the consolidated statement of operations.

For the years ended December 31, 2024 and 2023, no clinical development milestones were achieved.

No milestones were achieved for the years ended December 31, 2025 and 2024.

Exclusive License Agreement with Servier

1 unchanged sentence

In October 2019, the Company agreed to waive its rights to the one additional target.

Under the Original Servier Agreement, the Company has an exclusive license to develop, manufacture and commercialize licensed products directed against CD19, including UCART19, ALLO-501 and cemacabtagene ansegedleucel (cema-cel, previously ALLO-501A) (collectively, CD19 Products) in the field of anti-tumor adoptive immunotherapy in the United States, with an exclusive option to obtain the same rights for additional product candidates in the United States and, if Servier does not elect to pursue development or commercialization of those product candidates in certain markets outside of the United States pursuant to its license, outside of the United States as well.

The Company is not required to make any additional payments to Servier to exercise an option.

If the Company opts-in to another product candidate, Servier has the right to obtain rights to such product candidate outside the United States and to share development costs for such product candidate.

On May 10, 2024, the Company and Servier entered into an Amendment and Settlement Agreement (the Servier Amendment) which restructured the parties’ relationship under the Original Servier Agreement (as amended, the Servier Agreement).

1 unchanged sentence

The Company was also granted an option to further extend its 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, the Company agreed to waive certain of its rights under the Original Servier Agreement to elect a conversion of its license to the CD19 Products to a worldwide license.

Additionally, the Company agreed to waive certain of its rights under the Original Servier Agreement to elect a conversion of its license to the products directed against CD19, including

UCART19, ALLO-501 and cemacabtagene ansegedleucel (cema-cel, previously ALLO-501A) (collectively, CD19 Products) to a worldwide license.

Under the Servier Agreement, the Company is required to use commercially reasonable efforts to develop, manufacture and commercialize a CD19 Product.

Under the Servier Agreement, Servier sublicenses to the Company certain rights which Servier licenses from Cellectis pursuant to a License, Development and Commercialization Agreement by and between Cellectis and Servier, dated February 7, 2014, as amended by Amendment No.

1 to the License, Development and Commercialization Agreement, dated March 4, 2020

(as amended, the Servier-Cellectis Agreement).

1 to the License, Development and Commercialization Agreement, dated March 4, 2020 (as amended, the Servier-Cellectis Agreement).

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.

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As of December 31, 2025, the Company recorded € 20.0 million as deposit placed in escrow in the consolidated balance sheets.

On December 15, 2025, Cellectis publicly reported that an arbitral tribunal issued a decision providing for a partial termination of the Servier-Cellectis Agreement with respect to UCART19V1, which is the same as ALLO-501, a product candidate which the Company previously abandoned in favor of cema-cel (formerly known as ALLO-501A).

As a result of that decision, the Company's Servier license covering UCART19V1/ALLO-501 was automatically terminated.

The arbitration decision requires Cellectis, at the Company's request, to engage in good-faith discussions regarding the granting of a direct license to UCART19V1/ALLO-501 resulting in the € 20.0 million in escrow to be remitted to the Company pursuant to the terms of the Servier Amendment.

As of December 31, 2025, the Company maintained the € 20.0 million as deposit placed in escrow in the consolidated balance sheets and recognized $ 2.7 million gain on foreign currency in interest and other income, net for the year ended December 31, 2025.

On February 13, 2026, the € 20.0 million balance in escrow was remitted to the Company.

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.

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The parties agreed that co-development performed by the Company and Servier under the Servier Agreement, including all development performed by Servier and for product candidates that the Company was co-developing with Servier (for which specified development costs were split under the Original Servier Agreement with the Company responsible for 60 % and Servier responsible for 40 %), including the CD19 Products, ceased as of December 15, 2022, and that all development costs incurred by either party after that date shall be borne solely by such party.

The parties agreed to waive any and all outstanding claims that were asserted relating to alleged violations of the Original Servier Agreement, including all claims that such party was entitled to various payments or refunds from the other party under the Original Servier Agreement, and any and all claims that either party now has or may have in the future related to such outstanding claims, and mutual releases with respect to such claims were granted.

The Company will recognize expense related to the revised milestones and royalties when payments become probable.

There was no gain or loss related to the expanded license territories and ceased Servier co-development.

For the year ended December 31, 2024 and 2023, the Company recorded $ 5.4 million and zero in research and development expenses upon achievement of a regulatory milestone, respectively.

Research Collaboration and License Agreement with Notch Therapeutics

party under the Original Servier Agreement, and any and all claims that either party now has or may have in the future related to such outstanding claims, and mutual releases with respect to such claims were granted.

The Company recorded zero and $ 5.4 million in research and development expenses upon achievement of a regulatory milestone for the years ended December 31, 2025 and 2024, respectively.

Research Collaboration and License Agreement with Roche (formerly Notch Therapeutics)

On November 1, 2019, the Company entered into a Collaboration and License Agreement (the Notch Agreement) with Notch Therapeutics Inc.

(Notch), pursuant to which Notch granted to Allogene an exclusive, worldwide, royalty-bearing, sublicensable license under certain of Notch’s intellectual property to develop, make, use, sell, import, and otherwise commercialize therapeutic gene-edited T cell and/or natural killer (NK) cell products from induced pluripotent stem cells

directed at certain CAR targets for initial application in non-Hodgkin lymphoma, acute lymphoblastic leukemia and multiple myeloma.

In addition, Notch has granted Allogene an option to add certain specified targets to its exclusive license in exchange for an agreed per-target option fee.

The Notch Agreement includes a research collaboration to conduct research and pre-clinical development activities to generate engineered cells directed to Allogene’s exclusive targets, which will be conducted in accordance with an agreed research plan and budget under the oversight of a joint development committee.

Allogene will reimburse Notch’s costs incurred in accordance with such plan and budget.

Currently, there is no outstanding research plan or budget under the Notch Agreement.

The term of the research collaboration will expire upon the earlier of (i) the fifth anniversary of the date of the Notch Agreement, (ii) at Allogene’s election, following the joint development committee’s determination that for each exclusive target, Notch has met certain success criteria, or (iii) the joint development committee’s determination that the research collaboration cannot be reasonably pursued against any exclusive target due to technical infeasibility or safety issues.

In connection with the execution of the Notch Agreement, Allogene made an upfront payment to Notch of $ 10.0 million in return for a license to access Notch's technology in order to conduct research pursuant to the Notch Agreement.

In addition, Allogene made a $ 5.0 million investment in Notch’s series seed convertible preferred stock, resulting in Allogene having a 25 % ownership interest in Notch’s outstanding capital stock on a fully diluted basis immediately following the investment.

In connection with this investment, an Allogene representative served on the Notch Board of Directors.

In February 2021, the Company made an additional $ 15.9 million investment in Notch's Series A preferred stock.

In October 2021, the Company made an additional $ 1.8 million investment in Notch's common stock.

Immediately following this transaction, the Company's share in Notch was 23 % on a voting interest basis.

On May 17, 2024, Notch closed a Series B preferred stock financing with a combination of new and existing investors (Notch Series B Financing).

The Company did not participate in the Notch Series B Financing but received Series B preferred stock as part of its anti-dilution rights.

Immediately following this transaction, the Company’s share in Notch was 13 %.

In connection with the Notch Series B Financing, the Company waived its right to appoint one member of the Notch board of directors, but retained board observation rights.

The Company no longer has any significant influence over Notch and as a result of the decrease in ownership and influence, accounted for its investment in Notch as an equity investment measured at cost less any impairment effective May 17, 2024.

Under the Notch Agreement, Notch will be eligible to receive up to $ 7.3 million upon achieving certain agreed research milestones, up to $ 4.0 million per exclusive target upon achieving certain pre-clinical development milestones, and up to $ 283.0 million per exclusive target and cell type (i.e., T cell or NK cell) upon achieving certain clinical, regulatory and commercial milestones.

Notch is also entitled to receive tiered royalties in the mid to high single digit range on Allogene’s sales of licensed products, subject to certain reductions, for a term, on a country-by-country and product-by-product basis, commencing on first commercial sale of such product in such country and continuing until the latest of (i) the date upon which there is no valid claim of the licensed patents in such country of sale that covers such product, (ii) the expiration of applicable data or other regulatory exclusivity in such country of sale or (iii) a defined period from the first commercial sale of such product in such country.

The terms of the Notch Agreement will continue on a product-by-product and country-by-country basis until Allogene’s payment obligations with respect to such product in such country have expired.

Following such expiration, Allogene’s license with respect to such product and country shall be perpetual, irrevocable, fully paid up and royalty-free.

Allogene may terminate the Collaboration Agreement in whole or on a product-by-product basis upon ninety days ’ prior written notice to Notch.

Either party may also terminate the Collaboration Agreement with written notice upon material breach by the other party, if such breach has not been cured within a defined period of receiving such notice, or in the event of the other party’s insolvency.

On January 25, 2024, the Company entered into an Amended and Restated Collaboration and License Agreement (the Amended Notch Agreement) with Notch.

The Amended Notch Agreement amends and restates the Notch Agreement.

Under the Amended Notch Agreement, the Company has relinquished its exclusive rights to all original CAR targets (the Released Targets) except for one CAR target, and has agreed to limit its option right to only one additional CAR target.

If the option is exercised, the Company will have a minimum funding commitment for the overall development program.

If Notch subsequently out-licenses any of the Released Targets (whether through an out-license, partnership, sale, or other transaction), the Company 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 addition, with respect to the Company’s previous equity investment in Notch, the Amended Notch Agreement grants the Company certain anti-dilution protections up to certain limits for certain pre-IPO equity financings.

As of December 31, 2024, no Released Targets were out-licensed by Notch.

On May 17, 2024, in connection with the Notch Series B Financing the Company waived certain of its anti-dilution rights in exchange for a low single digit percentage reduction in the royalty rate for

the royalties the Company is obliged to pay to Notch under our Notch intellectual property license should the Company commercialize a licensed product.

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.

For the years ended December 31, 2024 and 2023, the Company recorded zero and $ 1.8 million, respectively, in collaboration costs as research and development expenses.

No milestones were achieved for the years ended December 31, 2024 and 2023.

For the year ended December 31, 2024, the Company recorded $ 2.0 million in other expenses, net as impairment loss on its equity investment in Notch.

For the year ended December 31, 2023, the Company recorded $ 3.0 million in other expenses, net as impairment loss on its equity method investment in Notch.

In connection with the Notch Agreement, the Company made a $ 10.0 million upfront payment and made equity investments in Notch, including a $ 5.0 million seed investment.

The Company made additional investments in Notch totaling $ 17.7 million in 2021.

Following these transactions, the Company's share in Notch was 23 % on a voting interest basis.

On January 25, 2024, the Company entered into an Amended and Restated Collaboration and License Agreement under which the Company has relinquished its exclusive rights to all original CAR targets except one, limited its option right to one additional CAR target and became entitled to a percentage of certain third party upfront and/or milestone payments (up oto a stated cap) and a low, single-digit royalty on net sales if Notch out-licenses any released targets.

On May 17, 2024, the Company entered into an Amendment No.

1 to Amended and Restated Collaboration and License Agreement in connection with Notch's Series B financing.

As a result of that financing and amendment, the Company's ownership increased to 13 %, the Company waived its right to appoint a member of the Notch's board of directors (retaining board observation rights), and the Company no longer has any significant influence over Notch.

Accordingly, effective May 17, 2024, the Company accounted for its investment in Notch as an equity investment measured at cost less any impairment.

On March 31, 2025, the Company entered into a Second Amendment to Amended and Restated Collaboration and License Agreement in connection with F.

Hoffmann-La Roche AG’s acquisition of Notch.

The amendment clarified defined certain terms, extended certain technology time periods, and clarified the scope of Allogene’s exclusive rights.

Notch dissolved on September 2, 2025 and final proceeds were distributed to the Company.

The only remaining elements of the Notch relationship is that the Company retains its rights for the one original CAR target that it did not relinquish, and may receive the above-mentioned contingent payments if any released target is further partnered or commercialized.

With respect to those rights, each party has standard rights to terminate for breach or insolvency, and the Company can also terminate unilaterally for any with prior notice.

For the period from January 1, 2024 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 consolidated statements of operations.

During the year ended December 31, 2024, the Company recognized $ 2.0 million of impairment loss under the other income and expense, net caption.

As of December 31, 2025 and 2024, the Company's equity investment in Notch was zero .

For the year ended December 31, 2025, the Company recorded $ 0.3 million in other income and expenses, net representing the final dissolution distribution of its equity investment in Notch.

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 on 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.

Under the terms of the agreement, the Company has committed up to $ 15.0 million of funding for the duration of the agreement.

Under the terms of the agreement, the Company has committed up to $ 15.0 million of funding for the duration of the agreement, of which $ 6.0 million remains.

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 made an upfront payment of $ 3.0 million to MD Anderson in the year ended December 31, 2020 and made an additional upfront payment of $ 3.0 million to MD Anderson in the year ended December 31, 2023.

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.

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Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically.

For the years ended December 31, 2024 and 2023, the Company recorded $ 1.6 million and $ 0.9 million, respectively, in collaboration costs under this agreement as research and development expenses.

Collaboration costs recorded as research and development expenses were $ 0.9 million and $ 1.6 million for the years ended December 31, 2025 and 2024, respectively.

Investment in and License Agreement with Overland Therapeutics, Inc.

Allogene Overland, later renamed Overland Therapeutics Inc.

Allogene Overland Biopharm (CY) Limited (Allogene Overland), later renamed Overland Therapeutics Inc.

(Overland Therapeutics), was initially established as a joint venture by the Company and Overland Pharmaceuticals (CY) Inc.

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Concurrently, on December 14, 2020, the Company entered into a License Agreement (License Agreement) with Allogene Overland for the purpose of developing, manufacturing and commercializing certain allogeneic CAR T cell therapies for patients in greater China, Taiwan, South Korea and Singapore (the JV Territory).

Pursuant to the Share Purchase Agreement, the Company acquired Seed Preferred Shares in Allogene Overland representing 49 % of Allogene Overland's outstanding stock as partial consideration for the License Agreement, and Overland acquired Seed Preferred Shares representing 51 % of Allogene Overland's outstanding stock for $ 117.0 million in upfront and certain quarterly cash payments, to support operations of Allogene Overland.

Pursuant to the Share Purchase Agreement, the Company and Overland acquired Seed Preferred Shares of Allogene Overland representing 49 % and 51 %, respectively, of Allogene Overland’s outstanding stock for $ 117.0 million in upfront and certain quarterly cash payments to support operations of Allogene Overland.

The Company received $ 40.0 million from Allogene Overland as partial consideration for the License Agreement.

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As consideration, the Company would also be entitled to additional regulatory milestone payments of up to $ 40.0 million and, subject to certain conditions, tiered low-to-mid single-digit sales royalties.

Subsequent to entering into the License Agreement, Allogene Overland assigned the License Agreement to a wholly-

owned subsidiary, Allogene Overland BioPharm (HK) Limited (Allogene Overland HK).

Subsequent to entering into the License Agreement, Allogene Overland assigned the License Agreement to a wholly-owned subsidiary, Allogene Overland BioPharm (HK) Limited (Allogene Overland HK).

On April 1, 2022, Allogene Overland HK assigned the License Agreement to Allogene Overland Biopharm (PRC) Co., Limited (Allogene Overland PRC).

On May 24, 2024, the Company, Overland, and Allogene Overland entered into a Share Exchange Agreement (Share Exchange Agreement) pursuant to which Overland’s cell therapy business merged into Allogene Overland (the Organizational Restructuring).

Under the Share Exchange Agreement, Allogene Overland acquired from Overland a 100 % equity interest in Overland Pharmaceuticals (US) Inc.

(Overland US).

Overland US includes certain research and development, clinical, and general and administrative staff, as well as select cell therapy assets, including its lead program, OL-101, an autologous GPRC5D-BCMA bispecific dual targeting CAR T for refractory multiple myeloma.

Upon completion of the closing of the share exchange, Overland US became a wholly owned subsidiary of Allogene Overland, Overland’s ownership increased to 82 % and the Company’s ownership decreased to 18 %.

Under the Share Exchange Agreement, Allogene Overland acquired from Overland a 100 % equity interest in Overland Pharmaceuticals (U.S.) Inc.

(Overland U.S.).

Overland U.S.

includes certain research and development, clinical, and general and administrative staff, as well as select cell therapy assets, including its lead program, OL-101, an autologous GPRC5D-BCMA bispecific dual targeting CAR T for refractory multiple myeloma.

Upon completion of the closing of the share exchange, Overland U.S.

became a wholly owned subsidiary of Allogene Overland, Overland’s ownership increased to 82 % and the Company’s ownership decreased to 18 %.

Under a separate agreement between Overland and HH BioPharma Holdings Ltd.

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(i) $ 1.9 million to the manufacturing license, related know-how and support, which will be recognized as services are delivered and (ii) $ 2.7 million to the know-how developed in future periods, which will be recognized as services are delivered.

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

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

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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, the Company recorded an increase in its equity method investment in Overland Therapeutics and corresponding gain of $ 1.1 million.

The Company’s total equity investment in Overland Therapeutics was zero as of December 31, 2024 and 2023 (see Note 8).

For the years ended December 31, 2024 and 2023, the Company recognized less than $ 0.1 million of collaboration revenue.

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 consolidated statement of operations.

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

Collaboration revenue was zero and less than $ 0.1 million for the years ended December 31, 2025 and 2024, respectively.

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

Collaboration and License Agreement with Antion

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Under the Antion Collaboration and License Agreement, Antion will be eligible to receive up to $ 35.3 million for four products upon achievement of certain development and regulatory milestones.

For each additional product, Antion will be

eligible to receive $ 2.0 million upon achievement of a regulatory milestone.

For each additional product, Antion will be eligible to receive $ 2.0 million upon achievement of a regulatory milestone.

Antion is also entitled to receive a low single-digit royalty on the Company’s sales of licensed products, subject to certain reductions.

For the years ended December 31, 2024 and 2023, the Company recorded zero and $ 1.8 million, respectively, in research and development expenses related to the upfront payment and collaboration costs.

For the years ended December 31, 2024 and 2023, the Company recorded zero and $ 0.4 million, respectively, in research and development expenses related to the achievement of a milestone under the Antion Collaboration and License Agreement.

For the years ended December 31, 2024 and 2023, the Company recorded zero and $ 4.0 million, respectively, in other expenses, net as impairment loss on its equity investment in Antion.

For the years ended December 31, 2025 and 2024, the Company recorded zero in research and development expenses related to the upfront payment and collaboration costs.

For the years ended December 31, 2025 and 2024, no milestones were achieved under the Antion Collaboration and License Agreement.

Strategic Collaboration Agreement with Foresight Diagnostics

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(Foresight Diagnostics) (the Foresight Agreement).

Pursuant to the Foresight Agreement, the parties have agreed to collaborate on a non-exclusive basis in the development of Foresight Diagnostics’ minimal residual disease (MRD) assay based on their PhasED-Seq Circulating Tumor DNA Platform as an in vitro diagnostic to identify the MRD+ patient population to be enrolled in the Company’s ALPHA3 trial of cema-cel, for treatment of large B cell lymphoma.

Under the Foresight Agreement, the Company has agreed to use its commercially reasonable efforts to obtain regulatory approval of cema-cel, and Foresight Diagnostics has agreed to use its commercially reasonable efforts to obtain regulatory approval of its MRD assay for use as an in vitro diagnostic with cema-cel.

Foresight Diagnostics was acquired by Natera, Inc.

(Natera) in December 2025 and continues to operate as a standalone subsidiary.

Pursuant to the Foresight Agreement, the parties have agreed to collaborate on a non-exclusive basis in the development of Foresight Diagnostics’ minimal residual disease (MRD) assay based on their PhasED-Seq Circulating Tumor DNA Platform as an in vitro diagnostic to identify the MRD+ patient population to be enrolled in the Company’s planned ALPHA3 trial of cema-cel, for treatment of large B-cell lymphoma (LBCL).

Under the Foresight Agreement, the Company has agreed to use its commercially reasonable efforts to obtain regulatory approval of cema-cel, and Foresight Diagnostics has agreed to use its commercially reasonable efforts to obtain regulatory approval of its CLARITY TM MRD assay for use as an in vitro diagnostic with cema-cel.

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 our collaboration to include the development of Foresight Diagnostics’ MRD assay as a companion diagnostic 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 our US clinical development program.

In total, we have 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.

For the year ended December 31, 2024, the Company recorded $ 3.5 million of research and development expenses related to clinical trials start readiness milestones.

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 as a companion diagnostic 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.

clinical development program.

In total, the Company has 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 $ 5.8 million and $ 3.5 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, $ 1.4 million and $ 1.0 million, respectively, were recorded in accrued and other liabilities.

Commitments and Contingencies

In August 2018, the Company entered into an operating lease agreement (HQ Lease) for office and laboratory space which consists of approximately 68,000 square feet located in South San Francisco, California.

The lease term was 127 months beginning August 2018 through February 2029 with an option to extend the term for seven years which was not reasonably assured of exercise.

The Company has made certain tenant improvements, including the addition of laboratory space, and has received $ 5.0 million of tenant improvement allowances through December 31, 2020.

The rent payments began on March 1, 2019 after an abatement period.

In December 2021, the Company amended its lease agreement to lease an additional 47,566 square feet of office and laboratory space in South San Francisco, California, as part of the same building as the Company’s current headquarters.

The lease term commenced in April 2022 and is for a period of 120 months.

The rent payments for the expansion premises began in August 2022 after an abatement period.

The lease term for the existing premises was also extended and the lease for both the existing and expansion premises will expire on March 31, 2032 with an option to extend the term for eight years which is not reasonably assured of exercise.

The lease term commenced in April

The rent payments for the expansion premises began in August 2022.

The lease term for both the existing and expansion premises will expire on March 31, 2032 with an option to extend the term for eight years which is not reasonably assured of exercise.

In October 2018, the Company entered into an operating lease agreement for office and laboratory space which consists of 14,943 square feet located in South San Francisco, California.

The lease term was 124 months beginning November 2018 through February 2029, with an option to extend the term for another seven years which was not reasonably assured of exercise.

The Company has made certain tenant improvements, including the upgrading of current office and laboratory space with a lease incentive allowance of $ 0.8 million.

Rent payments began in November 2018.

In December 2021, the Company amended its lease agreement to extend the term of the lease to be co-terminus with the HQ Lease.

The lease term will expire on March 31, 2032 with an option to extend the term for eight years which is not reasonably assured of exercise.

The lease term will expire March 31, 2032 with an option to extend the term for eight years which is not reasonably assured of exercise.

In February 2019, the Company entered into a lease agreement for approximately 118,000 square feet of space to develop a cell therapy manufacturing facility in Newark, California.

The lease term is 188 months and began in November 2020.

Upon certain conditions, the Company has two ten-year options to extend the lease, both of which are not reasonably assured of exercise.

The Company has received $ 3.0 million of tenant improvement allowances for costs related to the design and construction of certain Company improvements.

The lease term will expire on July 31, 2036 with two ten-year options to extend the lease, both of which are not reasonably assured of exercise.

In February 2023, the Company entered into a sublease with Bellco Capital Advisors Inc.

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

The balance sheet classification of our lease liabilities were as follows (in thousands):

The balance sheet classification of the Company's lease liabilities were as follows:

December 31, 2025 December 31, 2024

(in thousands)

Operating lease liabilities

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Total operating lease liabilities $ 83,253 $ 90,756

The components of lease costs for operating leases, which were recognized in operating expenses, were as follows (in thousands):

The components of lease costs for operating leases, which were recognized in operating expenses, were as follows:

Year Ended December 31,

(in thousands)

Operating lease cost $ 9,774 $ 11,468

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The weighted average discount rate used to determine the operating lease liability was 6.49 %.

As of December 31, 2024, the weighted average remaining lease term for our operating leases is 8.11 years.

The Company did no t incur any significant rent expense for short-term leases for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2025, the weighted average remaining lease term for the Company's operating leases is 7.17 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.

As a result of continued market deterioration there was a trigger of 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 and $ 15.7 million for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025 and 2024, the Company recognized $ 2.6 million and $ 0.1 million in sublease income, respectively, under the interest and other income, net caption within the condensed consolidated statements of operations.

Certain lease agreements require the Company to return designated areas of leased space to its original condition upon termination of the lease agreement.

At the inception of such leases, the Company records an asset retirement obligation and a

corresponding capital asset in an amount equal to the estimated fair value of the obligation.

At the inception of such leases, the Company records an asset retirement obligation and a corresponding capital asset in an amount equal to the estimated fair value of the obligation.

To determine the fair value of the obligation, the Company estimates the cost for a third-party to perform the restoration work.

In subsequent periods, for each asset retirement obligation, the Company records interest expense to accrete the asset retirement obligation liability to full value and depreciate each capitalized asset retirement obligation asset, both over the term of the associated lease agreement.

Asset retirement obligations were $ 0.7 million and $ 0.6 million as of December 31, 2024 and 2023, respectively.

Asset retirement obligations were $ 0.7 million as of December 31, 2025 and 2024.

Other Commitments

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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 December 31, 2024.

The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of December 31, 2025 and 2024.

Contingencies

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications.

The Company’s exposure under these agreements is unknown, because it involves claims that may be made against the Company in the future, but have not yet been made.

The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

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 December 31, 2025 and 2024, the Company did not accrue any estimated losses related to its ongoing legal proceedings.

Indemnification

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There have been no claims to date, and the Company has a directors and officers liability insurance policy that may enable it to recover a portion of any amounts paid for future claims.

Equity Investments and Equity Method Investments

Notch Therapeutics

In conjunction with the execution of the Notch Agreement (see Note 6), the Company also entered into a Share Purchase Agreement with the Company acquiring shares of Notch’s Series Seed convertible preferred stock for a total investment cost of $ 5.1 million which includes transaction costs of $ 0.1 million, resulting in a 25 % ownership interest in Notch.

In February 2021, the Company made a $ 15.9 million investment in Notch's Series A preferred stock.

Immediately following this transaction, the Company's share in Notch was 20.7 % on a voting interest basis.

In October 2021, the Company made an additional $ 1.8 million investment in Notch's common stock.

Immediately following this transaction, the Company's share in Notch was 23.0 % on a voting interest basis.

On May 17, 2024, Notch closed the Notch Series B Financing which caused the Company’s share in Notch to decrease to 13 % immediately following this transaction.

Accordingly, effective May 17, 2024, the Company started to account for its investment in Notch as an equity investment measured at cost less impairment.

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

The Company’s total equity investment in Notch as of December 31, 2023 was $ 3.6 million and the Company accounted for the investment using the equity method of accounting.

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 expenses, net caption within the consolidated statements of operations.

For the year ended December 31, 2023, the Company recognized its share of Notch’s net loss of $ 6.2 million under the other expenses, net caption within the consolidated statements of operations.

As of December 31, 2024, the Company's equity investment in Notch was categorized as Level 3 within the fair value hierarchy.

During the years ended December 31, 2024 and 2023, the Company recognized $ 2.0 million and $ 3.0 million, respectively, of impairment loss under the other expenses, net caption within the consolidated statements of operations.

Overland Therapeutics, Inc.

In conjunction with the execution of the License Agreement with Allogene Overland (see Note 6), the Company also entered into the Share Purchase Agreement and a Shareholders’ Agreement with the joint venture company acquiring shares of Allogene Overland’s Seed Preferred Shares representing a 49 % ownership interest in exchange for entering into a License Agreement.

Upon completion of the Organizational Restructuring, Overland’s ownership in Allogene Overland increased to 82 % and the Company’s ownership decreased to 18 %.

As part of the Organizational Restructuring, Overland distributed all Series Seed Preferred Shares of Allogene Overland held by Overland to HBP and Allogene Overland was renamed to Overland Therapeutics.

The Company's total equity investment in Overland Therapeutics as of December 31, 2024 and 2023 was zero and the Company accounted for the investment using the equity method of accounting.

For the year ended December 31, 2024, the Company recognized its gain from the Organizational Restructuring of $ 1.1 million which was offset by its share of Overland Therapeutics' net loss of $ 1.1 million under the other expenses, net caption within the consolidated statement of operations.

During the year ended December 31, 2023, the Company recognized its share of Overland Therapeutics' net loss of $ 4.5 million under the other expenses, net caption within the consolidated statement of operations.

Stockholders’ Equity

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Options shall not have an exercise price less than 100 % of the fair market value of the Company’s common stock on the grant date.

If the individual possesses more than 10 % of the combined voting power of all classes of stock of the Company, the exercise price

shall not be less than 110 % of the fair market value of a common share of stock on the date of grant.

If the individual possesses more than 10 % of the combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110 % of the fair market value of a common share of stock on the date of grant.

This requirement is applicable to incentive stock options only.

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(in years) (in thousands)

Balance, December 31, 2023 21,812,946 $ 9.93 7.53 $ 662

Balance as of December 31, 2024 24,184,884 $ 8.14 7.53 $ 1

Options granted 9,731,523 1.83 8.28

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Options forfeited ( 2,778,330 ) 6.51

Balance, December 31, 2024 24,184,884 $ 8.14 7.53 $ 1

Exercisable, December 31, 2024 17,673,060 $ 9.63 7.11 $ —

Vested and expected to vest, December 31, 2024 24,184,884 $ 8.14 7.53 $ —

Balance as of December 31, 2025 31,138,077 $ 6.31 7.17 $ 97

Exercisable as of December 31, 2025 20,293,071 $ 8.54 6.26 $ 6

Vested and expected to vest as of December 31, 2025 31,138,077 $ 6.31 7.17 $ 97

The aggregate intrinsic values of options exercised, outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing price of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2025.

The aggregate intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 0.6 million and $ 2.3 million, respectively.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was zero and $ 0.6 million, respectively.

During the years ended December 31, 2025 and 2024, the estimated weighted-average grant-date fair value of employee options granted was $ 1.26 per share and $ 2.05 per share, respectively.

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(in years) (in thousands)

Unvested December 31, 2023 12,180,471 $ 6.68 2.00 $ 39,099

Balance as of December 31, 2024 13,343,793 $ 4.87 1.58 $ 28,422

Granted 10,147,144 1.78 4.36

Vested ( 2,168,832 ) 9.48

Released ( 3,123,760 ) 6.13

Forfeited ( 3,838,951 ) 3.79

Unvested December 31, 2024 13,343,793 $ 4.87 1.58 $ 28,422

Vested and expected to vest, December 31, 2024 13,343,793 $ 4.87 1.58 $ 28,422

Balance as of December 31, 2025 16,528,226 $ 2.99 2.39 $ 22,644

Expected to vest as of December 31, 2025 16,528,226 $ 2.99 2.39 $ 22,644

Vested and unreleased as of December 31, 2025 238,500 $ 1.29 $ 327

For the year ended December 31, 2025, the Company granted 2,433,312 performance-based restricted stock units to certain executive officers and other employees pursuant to the 2018 Plan.

These awards are subject to the holders' continuous

service to the Company through each applicable vesting event.

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

Through December 31, 2025, the Company believes that the achievement of the requisite performance conditions for these awards are not probable.

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As of December 31, 2025 and 2024, there was $ 19.4 million and $ 33.7 million, respectively, of unrecognized stock-based compensation which is expected to be recognized over a weighted average period of 2.39 years and 2.10 years, respectively.

Awards granted to members of the Company’s Board of Directors includes restricted stock units.

Effective April 11, 2025, non-employee directors may elect to defer receipt of their vested restricted stock units.

Directors who make a deferral election will have no rights as stockholders of the Company with respect to amounts deferred.

The restricted stock units deferred will be released on the 30th day following the director's separation from service or on the date of a Section 409A Change of Control, which ever is earlier.

Certain members of the Board of Directors have elected to defer receipt of their awards and the total number of vested and unreleased deferred restricted stock units held by the non-employee directors was 238,500 as of December 31, 2025.

Employee Stock Purchase Plan

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Stock-based compensation expense

The following table presents stock-based compensation expense by award type that was recorded as research development and general and administrative expense in its consolidated statements of operations and comprehensive loss:

For the years ended December 31, 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 consolidated statements of operations and comprehensive loss:

Year Ended December 31,

Stock options $ 27,817 $ 34,350

Restricted stock units, performance based restricted stock units and restricted stock units with a market condition 21,997 28,497

Employee stock purchase plan 1,929 3,104

Total stock-based compensation expense $ 51,743 $ 65,951

(in thousands)

Research and development $ 12,908 $ 20,421

General and administrative 24,733 31,322

Total stock-based compensation $ 37,641 $ 51,743

Related Party Transactions

Collaboration Revenue and Equity Method Investment

In December 2020, the Company entered into the License Agreement with Overland Therapeutics, a corporate joint venture entity and related party (see Note 6).

In December 2020, the Company entered into the License Agreement with Overland Therapeutics, a corporate joint venture entity and related party (refer to Note 6).

The License Agreement was subsequently assigned to a wholly owned subsidiary of Allogene Overland, Allogene Overland HK.

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Consulting Agreements

In June 2018, the Company entered into a services agreement with Two River Consulting LLC (Two River) a firm affiliated with the Company’s President and Chief Executive Officer, the Company’s Executive Chair of the board of directors, and a director of the Company to provide various managerial, clinical development, administrative, accounting and financial services to the Company.

In December 2023, the service agreement between the Company and Two River was terminated.

The cost incurred for services provided under this agreement was $ 0.3 million for the year ended December 31, 2023.

In August 2018, the Company entered into a consulting agreement with Bellco Capital LLC (Bellco).

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The costs incurred for services provided, bonus and out-of-pocket expenses incurred under this consulting agreement were $ 0.8 million and $ 0.7 million for the years ended December 31, 2025 and 2024, respectively.

As of both December 31, 2024 and 2023, amount due to Bellco of $ 0.2 million was recorded in accrued and other current liabilities in the accompanying consolidated balance sheets.

As of December 31, 2025 and 2024, the amounts due to Bellco of $ 0.3 million and $ 0.2 million, respectively, were recorded in accrued and other current liabilities in the accompanying consolidated balance sheets.

Sublease Agreements

In December 2018, the Company entered into a sublease with Bellco Capital LLC for 1,293 square feet of office space in Los Angeles, California for a three year term.

On April 1, 2020, Bellco assumed all rights, title, interests and obligations under the sublease from Bellco Capital LLC.

In December 2018, the Company entered into a sublease with Bellco Capital LLC (Bellco) for 1,293 square feet of office space in Los Angeles, California for a three year term.

On April 1, 2020, Bellco assumed all rights, title, interests and obligations under the sublease from Bellco.

In November 2021, the sublease was extended to June 30, 2025.

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The sublease commenced on January 1, 2024.

The total right of use asset and associated liability recorded related to this related party lease was $ 2.2 million and $ 2.5 million, respectively, as of December 31, 2024.

The total right of use asset and associated liability recorded related to this related

party lease was $ 2.0 million and $ 2.3 million, respectively, as of December 31, 2025.

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

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The Company has incurred net operating losses for all the periods presented.

The Company has not reflected any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements.

The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets.

The Company has not recorded any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements.

Income (loss) before provision for income taxes for each of the fiscal periods presented is summarized as follows:

Year Ended December 31,

(in thousands)

Domestic $ ( 190,886 ) $ ( 257,147 )

Loss before provision for income taxes $ ( 190,886 ) $ ( 257,147 )

The Company's income tax expense consists of the following:

2 unchanged sentences

Federal $ — $ —

Federal — 443

Provision (benefit) for income taxes $ — $ 443

Reconciliation of the benefit for income taxes calculated at the statutory rate to our benefit for income taxes is as follows:

Reconciliation of the benefit for income taxes, upon retrospective adoption of ASU 2023-09, calculated at the statutory rate to the Company's benefit for income taxes is as follows:

Year Ended December 31,

(in thousands) 2025 2024

Amount Percentage Amount Percentage

Tax benefit at federal statutory rate $ ( 40,086 ) 21.00 % $ ( 54,001 ) 21.00 %

State taxes, net of federal benefit 1,954 ( 21,610 )

Stock-based compensation 9,413 11,442

Research tax credits ( 1,783 ) 0.93 % ( 2,793 ) 1.08 %

Change in valuation allowance 35,414 ( 18.55 ) % 47,172 ( 18.34 ) %

Nontaxable or nondeductible items:

Stock-based compensation 6,280 ( 3.29 ) % 9,413 ( 3.66 ) %

Other 175 ( 0.09 ) % 209 ( 0.08 ) %

Benefit for incomes taxes $ 443 $ —

Other adjustments — — % 443 ( 0.17 ) %

Benefit for income taxes $ — — % $ 443 ( 0.17 ) %

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

Significant components of our deferred tax assets and liabilities are as follows:

Significant components of the Company's deferred tax assets and liabilities are as follows:

Year Ended December 31,

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Investments 23,429 26,009

Capitalized R&D 89,090 73,492

Capitalized Research & Development 63,696 89,090

Other 10,577 2,396

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SB 167, which contains several tax measures, includes provisions that retroactively suspend California net operating losses (NOL) and limit the use of business tax credits for tax years beginning on and after January 1, 2024, and before January 1, 2027.

SB 175 states that for taxable years beginning on or after January 1, 2024, and before January 1, 2027, taxpayers can

receive a refundable credit equal to 20% of the qualified credits that could have been taken if the $5 million limitation under SB 167 had not been imposed.

SB 175 states that for taxable years beginning on or after January 1, 2024, and before January 1, 2027, taxpayers can receive a refundable credit equal to 20% of the qualified credits that could have been taken if the $5 million limitation under SB 167 had not been imposed.

The Company evaluated the impact of SB 167 and determined that the legislation did not materially impact the Company’s income tax provision for the year ended December 31, 2025.

We apply the provisions of ASC Topic 740 to account for uncertain income tax positions .

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.

Included in the legislation are provisions that allow for the immediate expensing of domestic research and development expenses and certain capital expenditures.

The Company will continue to evaluate the impact of the new legislation, however there has been no material impact on the Company’s financial statements for the year ended December 31, 2025.

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of interest and other income, net, as necessary.

As of December 31, 2025 and 2024, there were no accrued interest and penalties related to uncertain tax positions.

The reversal of the uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets.

Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business.

The Company applied the provisions of ASC 740 to account for uncertain income tax positions .

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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Balance at end of the year $ 24,220 $ 22,015

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of interest and other income, net, as necessary.

As of December 31, 2024 and 2023, there were no accrued interest and penalties related to uncertain tax positions.

The reversal of the uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a full valuation allowance against its deferred tax assets.

Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business.

We are subject to examination by U.S.

federal or state tax authorities for all years since inception.

Net Loss and Net Loss Per Share

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Stock options to purchase common stock 31,138,077 24,184,884

Restricted stock units subject to vesting 13,343,793 12,180,471

Restricted stock units outstanding (excluding vested but unreleased shares, which are included in weighted-average common shares outstanding ) 16,289,726 13,343,793

Expected shares purchased under Employee Stock Purchase Plan 1,548,757 1,913,748

Early exercised stock options subject to future vesting — 29,180

Total 48,976,560 39,442,425

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The segment derives its current revenues from research and development collaborations.

The CEO, as the CODM, manages and allocates resources for the Company's operations at a consolidated company basis by assessing how to best deploy available resources across functions and research and development projects.

The CEO, as the chief operating decision maker, manages and allocates resources for the Company’s operations at a consolidated company basis by assessing how to best deploy available resources across functions and research and development projects.

The CEO uses consolidated, single-segment financial information for purposes of evaluating performance, planning and forecasting future period financial results, and allocating resources.

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Supporting external spend includes professional services, research and development lab supplies and other supporting activities related to the research and development and other business operations.

Other operating expenses is primarily related to non-cash expenses such as stock-based compensation, impairment, and depreciation and amortization.

Other operating expenses are primarily related to non-cash expenses such as stock-based compensation, impairment, and depreciation and amortization.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

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

Subsequent Events

On December 13, 2024, the Company entered into a sublease agreement for approximately 21,793 square feet of office space in one of its leased buildings in South San Francisco.

The sublease commenced on January 1, 2025, and the sublease term is 24 months, which will expire on December 31, 2026.

The Company will receive approximately $ 0.7 million in base rent payments over the sublease term.

On January 1, 2025, the Company entered into an additional sublease agreement for approximately 24,218 square feet of office and laboratory space in one of its leased buildings in South San Francisco.

The sublease commenced on February 1, 2025, and the sublease term is 24 months, which will expire on January 31, 2027.

The Company will receive approximately $ 1.6 million in base rent payments over the sublease term.

As part of this amendment, we have 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.

On February 3, 2025, the Company received an additional award of $ 3.4 million from CIRM for achieving a specified operational milestone related to the clinical development of ALLO-316.

Subsequent to the year ended December 31, 2024, the Company sold an aggregate of 3,842,282 shares of common stock in ATM offerings resulting in net proceeds of $ 10.0 million.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data