What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-13 · 167 added, 107 removed, 485 unchanged (36% of the section changed)

27 unchanged sentences

Preferred stock, $ 0.001 par value:

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

10,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

no shares were issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value:

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

800,000,000 and 400,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively;

345,345,427 and 229,413,523 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,532,341 2,302,753

7 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended March 31,

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

2026 2025 2026 2025

Collaboration revenue - related party $ 4,640 $ — $ 4,640 $ —

Operating expenses:

1 unchanged sentence

General and administrative 20,839 14,281 34,928 29,272

Impairment of long-lived assets — 2,382 — 2,382

Total operating expenses 51,560 56,819 97,652 122,010

26 unchanged sentences

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

Issuance of common stock upon vesting of RSUs

329,014 — — — — —

Issuance of common stock from public offering, net of commissions and offering costs of $ 12.5 million

100,200,000 100 187,772 — — 187,872

Stock-based compensation — — 12,440 — — 12,440

Net loss — — — ( 42,677 ) — ( 42,677 )

Net unrealized loss on available-for-sale investments

— — — — ( 335 ) ( 335 )

Balance - June 30, 2026 345,345,427 $ 345 $ 2,532,341 $ ( 2,095,993 ) $ ( 518 ) $ 436,175

Common Stock Additional

6 unchanged sentences

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

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

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

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

5 unchanged sentences

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

Issuance of common stock upon vesting of RSUs

398,743 — — — — —

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

1,136,871 1 1,513 1,514

Stock-based compensation

— — 8,685 — — 8,685

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

Net unrealized loss on available-for-sale investments

— — — — ( 88 ) ( 88 )

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

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Net amortization/accretion on investment securities ( 2,198 ) ( 2,477 )

Impairment of long-lived assets — 2,382

Non-cash rent expense 2,149 2,277

Non-cash collaboration revenue - related party ( 4,640 ) —

Changes in operating assets and liabilities:

14 unchanged sentences

Proceeds from issuance of common stock from ATM offering, net of commissions and issuance costs 20,668 11,516

Proceeds from issuance of common stock from public offering, net of commissions and issuance costs 187,872 —

Proceeds from CIRM award (Note 5) — 6,908

22 unchanged sentences

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 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).

Although the sales agreement does not specify an aggregate dollar limit on sales, sales under the agreement may be made only pursuant to an effective registration statement and an applicable prospectus supplement.

On June 22, 2026, the Company filed a prospectus supplement under its effective shelf registration statement relating to the offer and sale of shares of its common stock having an aggregate offering price of up to $ 135.0 million pursuant to the sales agreement.

During the six months ended June 30, 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.

No shares were sold pursuant to the June 2026 prospectus supplement through June 30, 2026.

As of June 30, 2026, shares of common stock having an aggregate offering price of up to $ 135.0 million remained available for sale under the June 2026 prospectus supplement, subject to market conditions, the terms and conditions of the sales agreement and applicable law.

On April 14, 2026, the Company entered into an 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 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 offering expenses payable by the Company.

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 $ 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.

The Company had cash, cash equivalents and investments of $ 423.6 million as of June 30, 2026.

Since inception through June 30, 2026, the Company has incurred cumulative net losses of $ 2,096.0 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.

1 unchanged sentence

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.

The Company expects that its cash, cash equivalents and investments as of June 30, 2026 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

3 unchanged sentences

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 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.

The condensed balance sheet as of June 30, 2026, the condensed statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, the condensed statements of stockholders’ equity as of June 30, 2026 and 2025, the condensed statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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).

5 unchanged sentences

Significant Accounting Policies

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.

There have been no significant changes to the accounting policies during the three and six months ended June 30, 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

19 unchanged sentences

treasury securities which are classified as Level 1.

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

There were no Level 3 assets or liabilities as of June 30, 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 June 30, 2026 and as of December 31, 2025 are presented in the following tables:

June 30, 2026

Level 1 Level 2 Level 3 Fair Value

19 unchanged sentences

Financial Instruments

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

The fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of June 30, 2026 and as of December 31, 2025 are presented in the following tables:

June 30, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

25 unchanged sentences

Total cash equivalents and investments $ 255,141

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.

As of June 30, 2026, the amortized cost and fair value of cash equivalents and available-for-sale securities with remaining contractual maturities of less than 1 year were $ 328.5 million and $ 328.2 million, respectively, and the amortized cost and fair value of cash equivalents and for available-for-sale securities with remaining contractual maturities with maturities of 1 to 3 years were $ 91.2 million and $ 91.0 million, respectively.

There were no significant realized losses on available-for-sale securities for the three and six months ended June 30, 2026 and 2025.

As of June 30, 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 March 31, 2026 and December 31, 2025, there were no securities in a continuous net unrealized loss position for more than 12 months.

As of June 30, 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 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.

As of June 30, 2026 and December 31, 2025, the Company recognized $ 2.2 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

10 unchanged sentences

Total property and equipment, net $ 67,382 $ 72,839

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 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.

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 the fair value of its right-of-use asset and leasehold improvements.

The key inputs to this valuation were expected sublease rental income of $ 1.9 million through March 2032 and the risk-adjusted annual discount rate of 9.50 %.

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 $ 7.5 million.

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.

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 rate 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 three and six months ended June 30, 2025.

There were no such costs for the three and six months ended June 30, 2026.

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

Accrued and Other Current Liabilities

1 unchanged sentence

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.

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

There were no such costs for the three and six months ended June 30, 2026.

As of June 30, 2026, there were no remaining severance and other employee benefits accruals associated with the Workforce Reduction.

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.

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.

10 unchanged sentences

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

The Company received $ 9.2 million from CIRM through 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.

The Company received $ 9.2 million from CIRM through June 30, 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 $ 0.6 million for the three and six months ended June 30, 2026, respectively, and $ 0.3 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, $ 1.9 million of accrued interest was included in other long-term liabilities.

License and Collaboration Agreements

3 unchanged sentences

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

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

For the three and six months ended June 30, 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.

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.

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 Annual Report.

3 unchanged sentences

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.

For the three and six months ended June 30, 2026 and 2025, no milestones were achieved and no royalty payments were made.

Exclusive License Agreement with Servier

24 unchanged sentences

The net effect of the Servier Amendment is that the Company’s royalty rate in the United States for the first half of the first tier of net sales was increased by a low single digit percentage as compared to the Original Servier Agreement.

Should Servier’s rights and obligations under the Servier-Cellectis Agreement be assigned to the Company, each tier of royalty rates in the United States to Servier would be reduced by 10 %, the ex-U.S.

Should Servier’s rights and obligations under the

Servier-Cellectis Agreement be assigned to the Company, each tier of royalty rates in the United States to Servier would be reduced by 10 %, the ex-U.S.

royalties to Servier would terminate, and the Company would assume Servier’s royalty obligations to Cellectis.

3 unchanged sentences

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.

For the three and six months ended June 30, 2026 and 2025, no milestones were achieved and no royalty payments were made.

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

6 unchanged sentences

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.

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

The Company’s total equity investment in Notch as of June 30, 2026 and December 31, 2025 was zero .

For the three and six months ended June 30, 2026 and 2025, no milestones were achieved.

Strategic Alliance with The University of Texas MD Anderson Cancer Center

4 unchanged sentences

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

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

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

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

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

Collaboration costs recorded as research and development expenses were $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2026, respectively, and $ 0.2 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively.

Investment in and License Agreement with Overland Therapeutics, Inc.

14 unchanged sentences

In connection with the Organizational Restructuring, on May 24, 2024, the Company and Allogene Overland PRC, entered into a First Amendment to the License Agreement (the License Amendment) to amend and supplement certain provisions of the License Agreement.

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

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

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.

Under the License Amendment terms such increased milestones and royalties consist of up to $ 115.0 million in milestone payments for each Overland Licensed Product and tiered mid single-digit to low double-digit royalties on net sales in the JV Territory.

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

The License Amendment also provided 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 failed to initiate manufacturing technology transfer with respect to an Overland Licensed Product as agreed in the License Amendment, or if HBP committed a funding default or a material breach of its representations, warranties, or covenants under the Share Exchange Agreement.

The License Amendment also provided that the License Agreement would 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 had mutually agreed on the manufacturing technology transfer plan for the Overland Licensed Products and Allogene Overland PRC elected to continue the license for such Overland Licensed Products with increased milestones and royalties.

Under the terms of the License Amendment, such increased milestones and royalties consisted of up to $ 115.0 million in milestone payments for each Overland Licensed Product and tiered mid-single-digit to low-double-digit royalties on net sales in the JV Territory.

As part of the Organizational Restructuring, Allogene Overland was renamed Overland Therapeutics Inc.

(Overland Therapeutics).

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

(Overland Therapeutics) and the Company determined that Overland Therapeutics was a variable interest entity.

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

Accordingly, the Company did not consolidate Overland Therapeutics because the Company determined that it was not the primary beneficiary.

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.

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.

After the Organizational Restructuring, the Company had 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.

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

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.

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

In connection with the License Agreement Termination, the Company surrendered 40,353,951 shares of Overland Therapeutics for no consideration and the Company entered into the Second Amended and Restated Shareholders' Agreement among the Company, Overland Therapeutics and HBP.

Mutual releases were exchanged between the parties and no termination payments were made.

Following the License Agreement Termination, the Company’s ownership in Overland Therapeutics was reduced to approximately 3 % on an as-converted and fully diluted basis.

Upon termination of the License Agreement, the two remaining performance obligations were extinguished as of May 12, 2026:

i) $ 1.9 million for the manufacturing license, related know-how and support and (ii) $ 2.7 million to the know-how to be

developed in future periods.

The Company concluded that the associated consideration of $ 4.6 million that was recorded in other long-term liabilities was nonrefundable and was therefore recognized as collaboration revenue — related party in the condensed statements of operations for the three and six months ended June 30, 2026.

Following the License Agreement Termination, the Company’s ownership in Overland Therapeutics was reduced to approximately 3 % and the Company’s 20 % voting rights on Overland Therapeutics’ board of directors were eliminated.

The Company re-performed its variable interest entity analysis and concluded that Overland Therapeutics continues to be a VIE for which the Company is not the primary beneficiary.

The Company determined that it no longer has significant influence over Overland Therapeutics and, accordingly, prospectively reclassified its equity method investment to an equity security measured under the measurement alternative in accordance with ASC 321, Investments—Equity Securities, effective May 12, 2026.

The initial cost basis at reclassification was zero .

The Company retains approximately 3 % of Overland Therapeutics’ equity on an as-converted and fully diluted basis, carried at cost less any impairment, adjusted for observable price changes in orderly transactions.

Under the Second Amended and Restated Shareholders’ Agreement, the Company retains certain protective shareholder rights including a tag-along right (co-sale right if HBP proposes to transfer more than 25 % of its shares to a non-affiliate), preemptive rights (pro rata participation in future equity issuances) and registration rights.

These rights are protective in nature and do not constitute derivative instruments under ASC 815.

For the three and six months ended June 30, 2026, the Company recognized $ 4.6 million of collaboration revenue — related party.

Collaboration revenue was zero for the three and six months ended June 30, 2025.

As of June 30, 2026, no deferred revenue related to the License Agreement remains.

The Company’s total equity investment in Overland Therapeutics as of June 30, 2026 was zero .

Collaboration and License Agreement with Antion

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

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

As of June 30, 2026 and December 31, 2025, the Company’s total equity investment in Antion was zero .

Strategic Collaboration Agreement with Foresight Diagnostics

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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 $ 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.

In November 2025, the Company amended the agreement, effective as of August 5, 2025, to add a workplan supporting clinical trial readiness activities for the expansion of ALPHA3 into South Korea.

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 $ 0.9 million and $ 3.4 million for the three and six months ended June 30, 2026, respectively, and $ 1.7 million and $ 3.2 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026 and December 31, 2025, $ 0.9 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.

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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 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 Company maintains letters of credit for the benefit of landlords which are 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 June 30, 2026 and December 31, 2025.

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

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Operating lease cost $ 2,330 $ 2,512 $ 4,674 $ 5,037

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Total lease costs $ 3,099 $ 2,990 $ 6,044 $ 6,071

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

The undiscounted future non-cancellable lease payments under the Company’s operating leases as of June 30, 2026 were as follows:

Year ending December 31:

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The weighted average discount rate used to determine the operating lease liability was 6.51 %.

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

As of June 30, 2026, the weighted average remaining lease term for the Company’s operating leases is 6.70 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.

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.

The Company recognized $ 0.7 million and $ 1.5 million during the three and six months ended June 30, 2026, respectively, and $ 0.8 million and $ 1.2 million during the three and six months ended June 30, 2025, respectively, in sublease income under the interest and other income, net caption within the condensed statements of operations.

Other Commitments

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

In connection with the agreement, the Company maintains a letter of credit for the benefit of the service provider in the amount of $ 4.3 million which is recorded as restricted cash in the condensed 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.

Each of these respective agreements are generally cancellable by the Company.

Each of these respective agreements is generally cancellable by the Company.

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 March 31, 2026.

The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of June 30, 2026.

Legal Proceedings

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

As of June 30, 2026, the Company did not accrue any estimated losses related to its ongoing legal proceedings.

Stockholder’s Equity

On June 18, 2026, the Company’s stockholders approved an increase to the number of authorized shares of its common stock from 400,000,000 shares to 800,000,000 shares.

Stock-Based Compensation

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.

As of June 30, 2026, there were 9,188,231 shares reserved by the Company under the 2018 Equity Incentive Plan (the 2018 Plan) for the future issuance of equity awards.

Stock Option Activity

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Options forfeited ( 1,177,247 ) 4.80

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

Balance as of June 30, 2026 37,151,955 5.50 7.41 $ 3,562

Exercisable as of June 30, 2026 22,929,684 7.69 6.39 $ 566

Vested and expected to vest as of June 30, 2026 37,151,955 $ 5.50 7.41 $ 3,562

Restricted Stock Unit Activity

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Forfeited ( 2,112,821 ) 2.60

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.

Balance as of June 30, 2026 16,179,051 2.60 2.60 $ 33,652

Expected to vest as of June 30, 2026 16,179,051 $ 2.60 2.60 $ 33,652

Vested and unreleased as of June 30, 2026 477,000 $ 1.29 $ 992

As of June 30, 2026, the Company had 4,689,631 outstanding performance-based restricted stock units.

No performance-based restricted stock units were granted during the six months ended June 30, 2026.

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

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.

Through June 30, 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 and six months ended June 30, 2026 and 2025.

As of June 30, 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 and six months ended June 30, 2026 and 2025, respectively.

Stock-based compensation expense

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:

For the three and six months ended June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Research and development $ 2,124 $ 2,557 $ 4,820 $ 7,597

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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.

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 Capital Advisors Inc.

(Bellco) assumed all rights, title, interests and obligations under the sublease from Bellco Capital LLC.

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 lease liability recorded related to this related party lease were $ 2.0 million and $ 2.0 million, respectively, as of March 31, 2026.

The total right of use asset and associated lease liability recorded related to this related party lease were $ 1.9 million and $ 1.9 million, respectively, as of June 30, 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 $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Rent expense related to this sublease were $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively.

Consulting Agreements

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

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

The costs incurred for services provided, bonus, and out-of-pocket expenses incurred under this consulting agreement were $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2026, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 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 April 2026 Public Offering.

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

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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.

Todd Sisitsky, who was a member of the Company’s Board of Directors at the time of the offering, 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.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Collaboration revenue - related party $ 4,640 $ — $ 4,640 $ —

Significant operating expenses:

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

Subsequent Events

Equity Financing

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