What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-13 compared with 2025-11-06 · 174 added, 252 removed, 418 unchanged (50% of the section changed)

1 unchanged sentence

ALLOGENE THERAPEUTICS, INC.

Condensed Consolidated Balance Sheets

Condensed Balance Sheets

(In thousands, except share and per share amounts)

September 30,

2026 December 31,

22 unchanged sentences

Preferred stock, $ 0.001 par value:

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

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

10,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

no shares were issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value:

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

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

400,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

244,816,413 and 229,413,523 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,332,129 2,302,753

Accumulated deficit ( 2,053,316 ) ( 2,010,709 )

Accumulated other comprehensive loss 235 ( 89 )

Accumulated other comprehensive income (loss) ( 183 ) 269

Total stockholders’ equity 278,875 292,542

Total liabilities and stockholders’ equity $ 395,958 $ 415,905

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

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

ALLOGENE THERAPEUTICS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

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

2025 2024 2025 2024

Collaboration revenue - related party $ — $ — $ — $ 22

Three Months Ended March 31,

Operating expenses:

1 unchanged sentence

General and administrative 14,089 14,991

Impairment of long-lived assets — 10,728 2,382 15,717

Total operating expenses 46,092 65,191

Loss from operations ( 46,092 ) ( 65,191 )

Other income (expense), net:

Other income (expenses), net:

Interest and other income, net 3,573 5,516

1 unchanged sentence

Other income (expenses), net 212 92

Total other income (expense), net 3,501 5,481 14,835 15,058

Total other income (expenses), net 3,485 5,458

Net loss ( 42,607 ) ( 59,733 )

Other comprehensive loss:

Other comprehensive income (loss):

Net unrealized gain (loss) on available-for-sale investments ( 452 ) 132

2 unchanged sentences

Weighted-average number of shares used in computing net loss per share, basic and diluted 240,290,782 215,358,619

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

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

ALLOGENE THERAPEUTICS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Statements of Stockholders’ Equity

(In thousands, except share amounts)

2 unchanged sentences

Balance - December 31, 2025 229,413,523 $ 229 $ 2,302,753 $ ( 2,010,709 ) $ 269 $ 292,542

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

Issuance of common stock upon exercise of stock options and vesting of RSUs 2,476,547 2 2 — — 4

Issuance of common stock from ATM offering, net of commissions and offering costs of $ 0.3 million

3 unchanged sentences

Net loss — — — ( 42,607 ) — ( 42,607 )

Net unrealized gain on available-for-sale investments — — — — 132 132

Balance - March 31, 2025 218,598,262 219 2,264,687 ( 1,879,556 ) 43 385,393

Issuance of common stock upon exercise of stock options and vesting of RSUs

398,743 — — — — —

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

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

Net loss — — — ( 50,943 ) — ( 50,943 )

Net unrealized loss on available-for-sale investments — — — — ( 452 ) ( 452 )

— — — — ( 88 ) ( 88 )

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

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

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

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

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

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

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

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

Balance - March 31, 2026 244,816,413 $ 245 $ 2,332,129 $ ( 2,053,316 ) $ ( 183 ) $ 278,875

Common Stock Additional

7 unchanged sentences

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

Vesting of early exercised common stock — — 532 — — 532

Stock-based compensation — — 11,924 — — 11,924

Employee stock purchase plan 259,000 — 856 — — 856

Net loss — — — ( 65,000 ) — ( 65,000 )

Net unrealized gain on available-for-sale investments — — — — 28 28

Balance - March 31, 2024 170,452,967 170 2,089,357 ( 1,627,233 ) ( 927 ) 461,367

Issuance of common stock upon exercise of stock options and vesting of RSUs

415,483 1 18 — — 19

Stock-based compensation

— — 13,559 — — 13,559

Issuance of common stock from ATM offering 250,000 — 1,021 — — 1,021

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

Net loss — — — ( 66,358 ) — ( 66,358 )

Net unrealized gain on available-for-sale investments

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

3,842,282 4 9,998 — — 10,002

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

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

Stock-based compensation — — 12,175 — — 12,175

2 unchanged sentences

Net unrealized gain on available-for-sale investments — — — — 132 132

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

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

Balance - March 31, 2025 218,598,262 $ 219 $ 2,264,687 $ ( 1,879,556 ) $ 43 $ 385,393

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

ALLOGENE THERAPEUTICS, INC.

Condensed Consolidated Statements of Cash Flows

Condensed Statements of Cash Flows

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

4 unchanged sentences

Net amortization/accretion on investment securities ( 885 ) ( 1,306 )

Impairment of long-lived assets 2,382 15,717

Non-cash rent expense 1,069 1,130

Non-cash collaboration revenue - related party — ( 14 )

Share of loss from equity method investments — 1,688

Changes in operating assets and liabilities:

9 unchanged sentences

Purchases of property and equipment ( 9 ) ( 99 )

Proceeds from sales of investments — 5,398

Proceeds from maturities of investments 72,115 56,500

Purchase of investments ( 101,694 ) ( 50,225 )

Net cash provided by investing activities 61,946 20,754

Net cash provided by (used in) investing activities ( 29,588 ) 6,176

Cash flows from financing activities:

Proceeds from issuance of common stock from ATM offering, net of commissions and issuance costs 20,668 10,002

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

Proceeds from CIRM award (Note 5) — 3,350

6 unchanged sentences

Non-cash operating activities:

Right-of-use asset obtained in exchange for lease liability $ — $ 2,409

Property and equipment purchases in accounts payable and accrued liabilities $ 146 $ —

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

Supplemental disclosure:

Cash paid for amounts included in the measurement of lease liabilities $ ( 3,233 ) $ ( 3,227 )

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

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

ALLOGENE THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Notes to Condensed Financial Statements

Description of Business

6 unchanged sentences

Public Offerings

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

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

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

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

Registered Offering

On May 13, 2024, the Company entered into (i) an underwriting agreement (Underwriting Agreement) with Goldman Sachs & Co.

LLC (Underwriter) and (ii) a Securities Purchase Agreement (Securities Purchase Agreement) with certain members of the Company’s Board of Directors and executive officers or their respective affiliates (Purchasers), pursuant to which the Company sold and issued to the Underwriter and the Purchasers an aggregate of 37,931,035 shares of common stock of the Company at a purchase price of $ 2.90 per share, in a registered offering transaction (Registered Offering) for aggregate gross proceeds of $ 110.0 million, before deducting the underwriting discount and commissions and offering expenses paid by the Company.

The Registered Offering closed on May 16, 2024.

The aggregate fee paid by the Company to the Underwriter was $ 4.7 million, plus the reimbursement of certain expenses.

The Purchasers purchased an aggregate of 1,034,484 shares of common stock of the Company in the Registered Offering.

During the three months ended March 31, 2026, the Company sold an aggregate of 12,476,533 shares of common stock in ATM offerings resulting in net proceeds of $ 20.7 million.

On April 13, 2026, in connection with the Company’s April 2026 Public Offering as described in Notes 9 and 13, the Company suspended any further ATM offering under the TD Cowen sales agreement until a new prospectus or prospectus supplement is filed with the Securities and Exchange Commission (SEC).

Need for Additional Capital

1 unchanged sentence

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

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

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

The Company had cash, cash equivalents and investments of $ 266.9 million as of March 31, 2026.

Since inception through March 31, 2026, the Company has incurred cumulative net losses of $ 2,053.3 million.

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

The Company intends to raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan.

However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates.

The Company expects that its cash, cash equivalents and investments will be sufficient to fund its operations for at least the next 12 months from the date the accompanying unaudited condensed consolidated financial statements are filed with the Securities and Exchange Commission (SEC).

The Company may raise additional capital through the issuance of equity securities, debt financings, collaborations or other sources to further implement its business plan.

If additional financing is not available at adequate levels, the Company may need to reevaluate its operating plan and may be required to delay the development of its product candidates.

The Company expects that its cash, cash equivalents and investments as of March 31, 2026, together with the net proceeds from the April 2026 Public Offering as described in Notes 9 and 13, will be sufficient to fund its operations for at least the next 12 months from the date the accompanying unaudited condensed financial statements are filed with the SEC.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included.

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

The subsidiary was dissolved on January 3, 2024.

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

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

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

The condensed balance sheet as of March 31, 2026, the condensed statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025, the condensed statements of stockholders’ equity as of March 31, 2026 and 2025, the condensed statements of cash flows for the three months ended March 31, 2026 and 2025, and the financial data and other financial information disclosed in the notes to the condensed financial statements are unaudited.

The results of

operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any other future annual or interim period.

These condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2026 (Annual Report).

Use of Estimates

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

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

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

Significant estimates and assumptions made in the accompanying condensed 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 (as defined below) award liability, and certain accruals.

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

1 unchanged sentence

Significant Accounting Policies

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

There have been no significant changes to the accounting policies during the three months ended March 31, 2026, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report.

Recently Adopted Accounting Pronouncements

There have been no new accounting pronouncements issued or effective that are expected to have a material impact on the Company’s condensed consolidated financial statements.

There have been no new accounting pronouncements issued or effective that are expected to have a material impact on the Company’s condensed financial statements.

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.

3 unchanged sentences

However, retrospective application to any or all prior periods presented is permitted.

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

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

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

4 unchanged sentences

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.

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

Fair Value Measurements

3 unchanged sentences

treasury securities which are classified as Level 1.

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

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

September 30, 2025

There were no Level 3 assets or liabilities as of March 31, 2026 and as of December 31, 2025.

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 March 31, 2026 and as of December 31, 2025 are presented in the following tables:

March 31, 2026

Level 1 Level 2 Level 3 Fair Value

16 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 condensed consolidated balance sheets .

(1) Included within cash and cash equivalents on the Company’s condensed balance sheets.

Financial Instruments

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

September 30, 2025

The fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of March 31, 2026 and as of December 31, 2025 are presented in the following tables:

March 31, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

19 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

4 unchanged sentences

Total cash equivalents and investments $ 255,141

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

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

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

As of March 31, 2026, the remaining contractual maturities of available-for-sale securities were less than 1 year.

There were no significant realized losses on available-for-sale securities for the three months ended March 31, 2026 and 2025.

As of March 31, 2026, unrealized losses on available-for-sale securities are not attributed to credit risk.

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

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

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

As of March 31, 2026 and December 31, 2025, there were no securities in a continuous net unrealized loss position for more than 12 months.

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

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

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

As of March 31, 2026 and December 31, 2025, the Company recognized $ 1.3 million and $ 1.5 million, respectively, of accrued interest receivable from available-for-sale securities within prepaid expenses and other current assets on the condensed balance sheets.

Balance Sheet Components

1 unchanged sentence

Property and Equipment consist of the following:

September 30,

2026 December 31,

7 unchanged sentences

Total property and equipment, net $ 70,023 $ 72,839

In June 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 in June 2024 and the Company actively marketed the leased building for sublease.

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

The Company identified this to be sublet property as a separate asset group.

The Company concluded that the carrying value of this to be sublet property asset group was not recoverable and the estimated fair value of this asset group was below its carrying value.

The decrease in the fair value of this asset group was mainly due to the lower estimated sublease income based on current commercial rental market conditions compared to the lease payments in accordance with the initial operating lease agreement.

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

The key inputs to this valuation were expected sublease rental income of $ 4.0 million through March 2032 and the risk-adjusted annual discount rate of 9.00 %.

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

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

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

The expected sublease rental income of $ 4.0 million as of June 30, 2024 had decreased to $ 1.9 million as of September 30, 2024.

In addition, the risk-adjusted annual discount rate of 9.0 % as of June 30, 2024 had increased to 9.50 % as of September 30, 2024.

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 Company concluded the fair value of the right-of-use asset and leasehold improvements of $ 1.2 million was lower than its net book value of $ 2.4 million.

The Company recognized an additional long-lived asset impairment charge of $ 1.2 million on the right-of-use asset and leasehold improvements for the three months ended September 30, 2024 and recognized aggregate long-lived asset impairment charges of $ 6.2 million on the right-of-use asset and leasehold improvements for the year ended December 31, 2024.

In June 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 as of June 30, 2025 based on the sublease agreement executed in July 2025.

The risk-adjusted annual discount was 9.25 % as of June 30, 2025.

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 nine months ended September 30, 2025.

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

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

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

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

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

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

Accrued and Other Current Liabilities

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.

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

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

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

Costs associated with the Workforce Reduction consist of the following:

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 ( 3,201 ) — ( 3,201 )

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

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

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

During the year ended December 31, 2025, the Company

recorded $ 3.1 million, $ 0.3 million, and $ 1.3 million in research and development expense, general and administrative expense, and equipment impairment, respectively, in the statement of operations and comprehensive loss.

There were no such costs for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there were no remaining severance and other employee benefits accruals.

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 TM investigational product targeting CD70 in development for the treatment of advanced or metastatic renal cell carcinoma (RCC).

On April 26, 2024, the Company was awarded up to $ 15.0 million from CIRM to support the clinical development of ALLO-316, an AlloCAR T 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.

9 unchanged sentences

No income associated with the CIRM award will be recognized until it is confirmed with CIRM that the award does not require repayment.

Upon cash receipt, the CIRM award and accrued interest will be recognized as other long-term liabilities on the condensed consolidated balance sheets.

Upon cash receipt, the CIRM award and accrued interest will be recognized as other long-term liabilities on the condensed balance sheets.

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

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

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

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

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

The Company received $ 9.2 million from CIRM through March 31, 2026 and accounted for the proceeds as a liability within other long-term liabilities on the condensed balance sheets.

The Company recorded interest expense of $ 0.3 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, $ 1.6 million of accrued interest was included in other long-term liabilities.

License and Collaboration Agreements

2 unchanged sentences

(Cellectis) and Servier as described below, and other intellectual property for the development and administration of chimeric antigen receptor (CAR) T cells for the treatment of cancer.

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

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

For the three months ended March 31, 2026 and 2025, no milestones were achieved and no royalty payments were made.

Research Collaboration and License Agreement with Cellectis

1 unchanged sentence

On March 8, 2019, the Company entered into a License Agreement (the Cellectis Agreement) with Cellectis and terminated the Original Cellectis Agreement.

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 B-cell maturation antigen (BCMA), CD70, Claudin 18.2, DLL3 and FLT3 (the Allogene Targets), for human oncologic therapeutic, diagnostic, prophylactic and prognostic purposes.

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

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

commercialize CAR T products directed at certain targets, including B-cell maturation antigen (BCMA), CD70, Claudin 18.2, DLL3 and FLT3 (the Allogene Targets), for human oncologic therapeutic, diagnostic, prophylactic and prognostic purposes.

In April 2026, the Company received correspondence from Life Technologies Corporation (LTC), a subsidiary of Thermo Fisher Scientific, asserting that Cellectis had sublicensed to the Company or otherwise made available rights under certain patents licensed by LTC to Cellectis relating to TALEN technology, and that LTC had terminated its license agreements with Cellectis.

Cellectis separately informed the Company that LTC had purported to terminate certain license agreements with Cellectis and commenced an arbitration against Cellectis and Cellectis Bioresearch before the American Arbitration Association.

Cellectis also informed the Company that it disputes the purported termination and the claims asserted by LTC.

The Company is not a party to the arbitration and is evaluating the potential impact, if any, on its rights under the Cellectis Agreement and its other rights relating to product candidates that use TALEN technology.

For the three months ended March 31, 2026 and 2025, no milestones were achieved and no royalty payments were made.

Exclusive License Agreement with Servier

9 unchanged sentences

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

The Servier Agreement

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

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

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

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

The Company transferred € 20.0 million into an escrow account in connection with a potential future milestone payment, which is included in the remaining € 60.0 million in milestone payments referenced above for the initial indication for cema-cel.

Such milestone payment will be triggered, if at all, upon the occurrence of one of these events:

(1) the Company doses the first subject in its first phase 3 clinical study for a CD19 CAR T product that is a licensed product under the Servier Agreement, (2) the Company submits a phase 2 clinical study for a licensed product to the U.S.

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

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

The Company previously transferred € 20.0 million into an escrow account in connection with a potential future milestone payment, which is included in the remaining € 60.0 million in milestone payments referenced above for the initial indication for cema-cel.

The milestone would have been payable upon the occurrence of certain development, regulatory or adjudicative events.

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

As a result, the Company's Servier license covering UCART19V1/ALLO-501 was terminated and Cellectis was required, at the Company's request, to engage in good-faith discussions regarding a direct license.

On February 13, 2026, the € 20.0 million balance in escrow was remitted to the Company, resulting in net cash proceeds of $ 23.7 million.

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

8 unchanged sentences

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

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

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

Research Collaboration and License Agreement with Notch Therapeutics

The Company’s rights under the Servier Agreement with respect to CD19 Products, including cema-cel, depend in part on rights sublicensed by Servier from Cellectis.

Accordingly, the purported termination of certain license agreements between LTC and Cellectis described above under “Research Collaboration and License Agreement with Cellectis” could also affect the Company’s rights with respect to CD19 Products if LTC were successful in challenging Cellectis’ rights and if the affected rights are necessary for the development, manufacture or commercialization of such products.

The Company is not a party to the arbitration between LTC and Cellectis and is evaluating the potential impact, if any, on its rights under the Servier Agreement.

For the three months ended March 31, 2026 and 2025, no milestones were achieved and no royalty payments were made.

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.

Pursuant to the Notch Agreement, the Company made certain investments in Notch’s capital stock as further described in Note 6 to the Company’s Annual Report.

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.

On May 17, 2024, Notch closed its Series B financing which caused the Company’s share in Notch to decrease to 13.0 % immediately following the 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.

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

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

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

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

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

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

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

Pursuant to the Notch Agreement, the Company made certain investments in Notch’s capital stock as further described in Note 6 to the Annual Report.

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 to a stated cap) and a low, single-digit royalty on net sales if Notch out-licenses any released targets.

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

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

In connection with such acquisition, on March 31, 2025 the Company entered into a Second Amendment to Amended and Restated Collaboration and License Agreement (Second Amended Notch Agreement) with Notch under which the definitions of certain terms were clarified, certain time periods for completing the transfer of certain technology were extended, and the scope of Allogene’s exclusive rights were clarified.

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

The Company’s total equity investment in Notch as of March 31, 2026 and December 31, 2025 was zero .

For the three months ended March 31, 2026 and 2025, no milestones were achieved.

Strategic Alliance with The University of Texas MD Anderson Cancer Center

6 unchanged sentences

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

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

Collaboration costs recorded as research and development expenses were $ 0.1 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

Investment in and License Agreement with Overland Therapeutics, Inc.

15 unchanged sentences

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

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

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

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

2 unchanged sentences

(Overland Therapeutics).

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

The Company determined that Overland Therapeutics is a variable interest entity as of March 31, 2026 and December 31, 2025.

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

1 unchanged sentence

After the Organizational Restructuring, the Company has 20 % voting rights of Overland Therapeutics’ board of directors.

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.

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

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

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

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

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

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.

The Company’s total equity investment in Overland Therapeutics as of March 31, 2026 and December 31, 2025 was zero .

Collaboration revenue was zero for the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025, $ 4.6 million of deferred revenue was recorded in other long-term liabilities.

On May 12, 2026, the Company entered into a termination agreement with Overland Therapeutics (SH) Co.

and Overland Therapeutics Inc., pursuant to which the License Agreement was terminated in its entirety.

The parties also provided mutual releases of claims, and no termination payments were made in connection with the termination.

In connection with the termination and related transactions, the Company surrendered a portion of its equity interests in Overland Therapeutics, resulting in a reduction of its ownership interest to approximately 3 % on an as-converted and fully diluted basis.

The Company is assessing the impact of these transactions on its operations and financial statements.

Collaboration and License Agreement with Antion

4 unchanged sentences

Also, in lieu of the Company’s prior obligation to make a $ 3.0 million investment in Antion following the completion of certain milestones, the Company agreed to make a $ 2.0 million investment in Antion’s preferred stock and acquired warrants to purchase an additional $ 3.0 million of Antion’s preferred stock.

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

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

As of March 31, 2026 and December 31, 2025, the Company’s total equity investment in Antion was zero .

Strategic Collaboration Agreement with Foresight Diagnostics

1 unchanged sentence

(Foresight Diagnostics) (the Foresight Agreement).

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).

1 unchanged sentence

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.

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.

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

clinical development program.

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

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

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

Clinical trial milestones recorded as research and development expenses were $ 2.5 million and $ 1.3 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, $ 2.5 million and $ 1.4 million in research and development expenses, 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.

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.

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.

6 unchanged sentences

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

(Bellco) for 2,218 square feet of office space in Los Angeles, California.

(Bellco) for 2,218 square feet of office space in Los Angeles, California, which was subsequently reduced to 1,944 square feet in February 2026.

The sublease term is 115 months, subject to certain early termination rights.

The sublease commenced on January 1, 2024.

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

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

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

September 30, 2025 December 31, 2024

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

Restricted cash related to letters of credit due to landlords was $ 6.0 million as of March 31, 2026 and December 31, 2025.

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

2026 December 31,

Operating lease liabilities

Current portion included in accrued and other current liabilities $ 8,418 $ 8,208

Long-term portion of lease liabilities 77,134 83,247

Lease liability, noncurrent 72,633 75,045

Total operating lease liabilities $ 81,051 $ 83,253

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease cost $ 2,344 $ 2,525

1 unchanged sentence

Total lease costs $ 2,945 $ 3,081

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

The undiscounted future non-cancellable lease payments under the Company’s operating leases as of March 31, 2026 were as follows:

Year ending December 31:

8 unchanged sentences

The weighted average discount rate used to determine the operating lease liability was 6.50 %.

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

As of March 31, 2026, the weighted average remaining lease term for the Company’s operating leases is 6.94 years.

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

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

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

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

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.8 million and $ 0.3 million, respectively, in sublease income under the interest and other income, net caption within the condensed statements of operations.

Other Commitments

3 unchanged sentences

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

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

In connection with the agreement, the Company maintains a letter of credit for the benefit of the service provider in the amount of $ 4.3 million which is recorded as restricted cash in the condensed balance sheets as of March 31, 2026 and December 31, 2025.

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

1 unchanged sentence

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 September 30, 2025.

The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of March 31, 2026.

Legal Proceedings

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

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

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

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

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

As of March 31, 2026, the Company did not accrue any estimated losses related to its ongoing legal proceedings.

Stock-Based Compensation

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

As of March 31, 2026, there were 8,964,856 shares reserved by the Company under the 2018 Equity Incentive Plan (the 2018 Plan) for the future issuance of equity awards.

Stock Option Activity

5 unchanged sentences

Options granted 6,995,020 1.87

Options exercised ( 2,438 ) $ 1.94

Options forfeited ( 214,612 ) 4.81

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

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

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

Balance as of March 31, 2026 37,916,047 5.50 7.48 $ 9,302

Exercisable as of March 31, 2026 22,823,105 7.81 6.32 $ 1,282

Vested and expected to vest as of March 31, 2026 37,916,047 $ 5.50 7.48 $ 9,302

Restricted Stock Unit Activity

4 unchanged sentences

(in years) (in thousands)

Unvested balance as of 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

Granted 3,854,459 1.87

Vested ( 2,829,905 ) 6.18

Released ( 2,482,047 ) 3.69

Forfeited ( 1,941,228 ) 2.59

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

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

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

Balance as of March 31, 2026 15,959,410 2.66 2.81 $ 38,941

Expected to vest as of March 31, 2026 15,959,410 $ 2.66 2.81 $ 38,941

Vested and unreleased as of March 31, 2026 238,500 $ 1.29 $ 582

As of March 31, 2026, the Company had 4,689,631 outstanding performance-based restricted stock units.

No performance-based restricted stock units were granted during the three months ended March 31, 2026.

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

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

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

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

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

Through March 31, 2026, the Company believes that the achievement of the requisite performance conditions for these awards are not probable.

As a result, no compensation expense has been recognized related to the performance-based restricted stock units in the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Company had zero outstanding restricted stock units with a market condition to certain executive officers and other employees pursuant to the 2018 Plan.

Stock-based compensation expense recognized related to the restricted stock units with a market condition was zero and less than $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Stock-based compensation expense

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

For the three months ended March 31, 2026 and 2025, the following table presents stock-based compensation expense related to stock options, restricted stock units and employee stock purchase plans that was recorded as research and development and general and administrative expense in its condensed statements of operations and comprehensive loss:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Research and development $ 2,696 $ 5,040

7 unchanged sentences

On May 24, 2024, the License Agreement was amended.

On May 12, 2026, the License Agreement was terminated.

Sublease Agreement

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.

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.

1 unchanged sentence

In 2023, the Company exercised its early termination right under the sublease agreement and the sublease was terminated effective December 31, 2023.

In February 2023, the Company entered into a new sublease agreement with Bellco for 2,218 square feet of office space in Los Angeles, California.

In February 2023, the Company entered into a new sublease agreement with Bellco for 2,218 square feet of office space in Los Angeles, California, which was subsequently reduced to 1,944 square feet in February 2026.

The Company’s executive chairman, Arie Belldegrun, M.D., is a trustee of the Belldegrun Family Trust, which controls Bellco.

1 unchanged sentence

The sublease commenced on January 1, 2024.

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

The total right of use asset and associated lease liability recorded related to this related party lease were $ 2.0 million and $ 2.0 million, respectively, as of March 31, 2026.

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

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

Rent expense related to this sublease were $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Consulting Agreements

3 unchanged sentences

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

Effective January 2026, the monthly consulting service fee was increased by 2 % to $ 41,021 per month.

The Company may also, at its discretion, pay Bellco an annual performance award in an amount up to 60 % of the aggregate compensation payable to Bellco in a calendar year.

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

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

The costs incurred for services provided, bonus, and out-of-pocket expenses incurred under this consulting agreement were $ 0.2 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Co-Manager Agreement

On April 14, 2026, the Company entered into an underwriting agreement (Underwriting Agreement) with Goldman Sachs & Co.

LLC, Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein (Underwriters), relating to the issuance and sale in a public offering of shares of the Company’s common stock (April 2026 Public Offering).

On April 16, 2026, the Company sold 100,200,000 shares to the Underwriters.

The price to the public in the offering was $ 2.00 per share.

The underwriting discount was $ 0.12 per share.

TPG Capital BD, LLC served as an Underwriter for the offering and purchased an aggregate of 3,807,600 shares from the Company at a price of $ 1.88 per share, resulting in an aggregate underwriting discount to TPG Capital BD, LLC of approximately $ 0.5 million.

Todd Sisitsky, a member of the Company’s Board of Directors, has served as President and on the Board of Directors of TPG Inc., an affiliate of TPG Capital BD, LLC, since TPG Inc.’s inception.

The Company has a history of losses and expects to record a loss in 2026.

The Company continues to maintain a full valuation allowance against its net deferred tax assets.

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 it is not expected to have a material impact on the Company’s financial statements.

Net Loss Per Share

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

September 30,

Stock options to purchase common stock 37,916,047 31,532,800

Restricted stock units subject to vesting 16,632,670 13,275,517

Restricted stock units outstanding (Excluding vested but unreleased shares, which are included in weighted-average common shares outstanding) 15,720,910 18,079,422

Expected shares to be purchased under Employee Stock Purchase Plan 1,409,334 1,809,262

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Collaboration revenue - related party $ — $ — $ — $ 22

Significant operating expenses:

6 unchanged sentences

Total operating expenses 46,092 65,191

Other income (expense), net 3,501 5,481 14,835 15,058

Other income (expenses), net 3,485 5,458

Net loss ( 42,607 ) ( 59,733 )

2 unchanged sentences

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.

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

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 balance sheets as total assets.

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

Subsequent Events

Equity Financing

On April 16, 2026, the Company closed the April 2026 Public Offering in which it sold 100,200,000 shares of its common stock at a public offering price of $ 2.00 per share, including 12,700,000 additional shares sold pursuant to the Underwriters’ partial exercise of their option to purchase additional shares.

The aggregate gross proceeds were $ 200.4 million and the aggregate net proceeds were approximately $ 187.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Overland License Termination and Equity Restructuring

Subsequent to March 31, 2026, the Company entered into a termination agreement with Overland Therapeutics (SH) Co.

and Overland Therapeutics, Inc., pursuant to which the License Agreement, as defined in Note 6, was terminated in its entirety.

Refer to Note 6 for disclosure under the heading “Investment in and License Agreement with Overland Therapeutics, Inc.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements