What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-13 · 176 added, 94 removed, 475 unchanged (36% of the section changed)

27 unchanged sentences

Preferred stock, $ 0.001 par value:

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

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

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

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

Common stock, $ 0.001 par value:

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

218,598,262 and 212,210,597 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

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

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

Additional paid-in capital 2,274,885 2,241,879

Accumulated deficit ( 1,930,499 ) ( 1,819,823 )

Accumulated other comprehensive income (loss) 43 ( 89 )

Accumulated other comprehensive loss ( 45 ) ( 89 )

Total stockholders’ equity 344,561 422,179

4 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,

2025 2024 2025 2024

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

2 unchanged sentences

General and administrative 14,281 16,087 29,272 33,354

Impairment of long-lived assets 2,382 4,989 2,382 4,989

Total operating expenses 56,819 71,431 122,010 140,957

7 unchanged sentences

Other comprehensive loss:

Net unrealized gain on available-for-sale investments 132 28

Net unrealized gain (loss) on available-for-sale investments ( 88 ) 147 44 175

Net comprehensive loss $ ( 51,031 ) $ ( 66,211 ) $ ( 110,632 ) $ ( 131,183 )

8 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 exercise of stock

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

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

2 unchanged sentences

Employee stock purchase plan 386,861 1 637 — — 638

386,861 1 637 — — 638

Net loss — — — ( 59,733 ) — ( 59,733 )

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

— — — — 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, 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

Common Stock Additional

7 unchanged sentences

Issuance of common stock upon exercise of stock options and vesting of RSUs 1,551,729 1 793 — — 794

1,551,729 1 793 — — 794

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

1 unchanged sentence

— — 13,559 — — 13,559

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

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 )

1 unchanged sentence

— — — — 147 147

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

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

The accompanying notes are an integral part of these unaudited condensed consolidated 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 ( 2,477 ) ( 4,998 )

Impairment of long-lived assets 2,382 4,989

Non-cash rent expense 2,277 2,694

17 unchanged sentences

Proceeds from issuance of common stock from ATM offering, net of commissions and issuance costs 11,516 1,021

Proceeds from CIRM award 3,350 —

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

Proceeds from CIRM award (Note 5) 6,908 2,280

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

6 unchanged sentences

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

Property and equipment purchases in accounts payable and accrued liabilities $ 215 $ —

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

15 unchanged sentences

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

During the three months ended March 31, 2025, the Company sold an aggregate of 3,842,282 shares of common stock in ATM offerings resulting in net proceeds of $ 10.0 million.

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

Registered Offering

7 unchanged sentences

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

The Company had cash, cash equivalents and investments of $ 335.5 million as of March 31, 2025.

Since inception through March 31, 2025, the Company has incurred cumulative net losses of $ 1,879.6 million.

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

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

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

9 unchanged sentences

The subsidiary was dissolved on January 3, 2024.

The condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of stockholders’ equity as of March 31, 2025 and 2024, the condensed consolidated statements of cash flows for the three months ended March 31, 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 months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

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

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

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.

5 unchanged sentences

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three months ended March 31, 2025, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report.

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

Recently Adopted Accounting Pronouncements

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treasury securities which are classified as Level 1.

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

March 31, 2025

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

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

June 30, 2025

Level 1 Level 2 Level 3 Fair Value

21 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, 2025 and as of December 31, 2024 are presented in the following tables:

March 31, 2025

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

June 30, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

27 unchanged sentences

Total cash equivalents and investments $ 368,702

As of March 31, 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 months ended March 31, 2025 and 2024.

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

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

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

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

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

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

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

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, 2025 and December 31, 2024, the Company recognized $ 2.3 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 June 30, 2025 and December 31, 2024, the Company recognized $ 1.7 million and $ 1.9 million, respectively, of accrued interest receivable from available-for-sale securities within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Balance Sheet Components

10 unchanged sentences

Total property and equipment, net $ 78,858 $ 86,056

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 for the three and six months ended 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 the $ 0.9 million right-of-use asset and $ 0.1 million leasehold improvements as long-lived asset impairment charges for the three and six months ended June 30, 2025.

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

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

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

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 ( 2,572 ) — ( 2,572 )

Non-cash adjustments — ( 1,340 ) ( 1,340 )

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

California Institute for Regenerative Medicine (CIRM) Award

13 unchanged sentences

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

The Company received $ 5.6 million from CIRM through March 31, 2025 and accounted for the proceeds as a liability within other long-term liabilities on the condensed consolidated balance sheets.

During the three months ended March 31, 2025, the Company recorded interest expense of $ 0.2 million.

As of March 31, 2025, $ 0.3 million of accrued interest was included in other long-term liabilities.

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

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

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

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 our 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 months ended March 31, 2025 and 2024, no milestones were achieved and no royalty payments were made.

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

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

Research Collaboration and License Agreement with Cellectis

2 unchanged sentences

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 our Annual Report.

For the three months ended March 31, 2025 and 2024, no milestones were achieved.

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

Exclusive License Agreement with Servier

12 unchanged sentences

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

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

1 unchanged sentence

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 March 31, 2025, the Company recorded € 20.0 million as deposit placed in escrow in the condensed consolidated balance sheets.

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

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

8 unchanged sentences

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

For the three months ended March 31, 2025 and 2024, no milestones were achieved.

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

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

Research Collaboration and License Agreement with Notch Therapeutics

2 unchanged sentences

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 our Annual Report.

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.

1 unchanged sentence

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

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 clarified.

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

For the three months ended March 31, 2025 and 2024, the Company recognized its share of Notch’s net loss of zero and $ 0.9 million, respectively, under the other income (expense), net caption within the condensed consolidated statements of operations.

For the three months ended March 31, 2025 and 2024, no milestones were achieved.

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

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

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

Strategic Alliance with The University of Texas MD Anderson Cancer Center

2 unchanged sentences

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

Payment of this funding is contingent on mutual agreement to study orders in order

for any study to be included under the alliance.

The Company 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.

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.

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

For the three months ended March 31, 2025 and 2024, the Company recorded $ 0.4 million and less than $ 0.1 million, respectively, in collaboration costs as research and development expenses.

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

Investment in and License Agreement with Overland Therapeutics, Inc.

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(Overland Therapeutics).

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

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

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

Accordingly, the Company did not consolidate Overland Therapeutics because the Company determined that it

was not the primary beneficiary.

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.

In connection with the Organizational Restructuring in May 2024, the Company recorded an increase in its equity method investment in Overland Therapeutics and corresponding gain of $ 1.1 million.

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

For the three months ended March 31, 2025 and 2024, the Company recognized zero and less than $ 0.1 million of collaboration revenue, respectively.

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

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

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

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

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

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

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 our Annual Report.

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

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

Strategic Collaboration Agreement with Foresight Diagnostics

1 unchanged sentence

(Foresight Diagnostics) (the Foresight Agreement).

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

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

3 unchanged sentences

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.

For the three months ended March 31, 2025 and 2024, the Company recorded $ 1.3 million and $ 0.5 million, respectively, in clinical trials start readiness milestones as research and development expenses.

As of March 31, 2025 and December 31, 2024, $ 0.4 million and zero in research and development expenses, respectively, were recorded in accrued and other liabilities.

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

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

Commitments and Contingencies

13 unchanged sentences

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 March 31, 2025 and December 31, 2024.

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

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Operating lease liabilities

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Operating lease cost $ 2,513 $ 3,011 $ 5,037 $ 6,031

1 unchanged sentence

Total lease costs $ 2,991 $ 3,519 $ 6,071 $ 7,406

The undiscounted future non-cancellable lease payments under the Company’s operating leases as of March 31, 2025 were as follows:

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

Year ending December 31:

8 unchanged sentences

The weighted average discount rate used to determine the operating lease liability was 6.27 %.

As of March 31, 2025, the weighted average remaining lease term for the Company’s operating leases is 7.88 years.

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

During the three months ended March 31, 2025, the Company recognized $ 0.4 million in sublease income under the interest and other income, net caption within the condensed consolidated statements of operations.

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

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

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

Other Commitments

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

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

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

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

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

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

Stock-Based Compensation

As of March 31, 2025, there were 5,197,910 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, 2025, there were 5,904,741 shares reserved by the Company under the 2018 Equity Incentive Plan (the 2018 Plan) for the future issuance of equity awards.

Stock Option Activity

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(in years) (in thousands)

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

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

Options granted 8,703,701 1.89 9.10

Options forfeited ( 1,597,088 ) 6.16

Balance, March 31, 2025 31,532,800 $ 6.64 7.69 $ —

Exercisable, March 31, 2025 19,294,982 $ 9.05 6.72 $ —

Vested and expected to vest, March 31, 2025 31,532,800 $ 6.64 7.69 $ —

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

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

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

Restricted Stock Unit Activity

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(in years) (in thousands)

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

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

Granted 8,991,043 1.85 3.68

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Forfeited ( 2,553,192 ) 4.23

Unvested March 31, 2025 18,079,422 $ 3.46 2.86 $ 26,396

Vested and expected to vest, March 31, 2025 18,079,422 $ 3.46 2.86 $ 26,396

As of March 31, 2025, the Company had 4,710,441 outstanding performance-based restricted stock units, including 2,301,528 performance-based restricted stock units granted in the quarter ended March 31, 2025.

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

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

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

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

Through March 31, 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 quarters ended March 31, 2025 and 2024.

As of March 31, 2025, the Company had 1,814,134 outstanding restricted stock units with a market condition to certain executive officers and other employees pursuant to the 2018 Plan.

The Company recognized less than $ 0.1 million and $ 0.7 million in stock-based compensation expense related to the restricted stock units with a market condition for the three months ended March 31, 2025 and 2024, respectively.

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

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

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

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

Stock-based compensation expense

For the three months ended March 31, 2025 and 2024, the following table presents stock-based compensation expense related to stock options, restricted stock units and employee stock purchase plans that was recorded as research and development and general and administrative expense in its condensed consolidated statements of operations and comprehensive loss:

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

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Research and development $ 2,557 $ 5,348 $ 7,597 $ 9,182

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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 $ 2.2 million and $ 2.4 million, respectively, as of March 31, 2025.

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

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

For each of the three months ended March 31, 2025 and 2024, the Company recorded $ 0.1 million of rent expense related to this lease.

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

Consulting Agreements

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

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

the Company may agree.

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

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

The costs incurred for services provided, bonus, and out-of-pocket expenses incurred under this consulting agreement were $ 0.2 million for each of the three months ended March 31, 2025 and 2024.

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

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

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

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

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

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

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

The table below is the summary of the segment profit or loss information, including the significant segment expenses (in thousands):

Years Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

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

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Subsequent Events

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

We estimate that we will incur approximately $ 3.3 million in cash-based expenses related to employee severance payments, benefits and related costs in connection with the workforce reduction.

We anticipate that the majority of the workforce reduction charges will be incurred in the second quarter of 2025 and that the reduction in workforce will be substantially completed by the end of the second quarter of 2025.

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

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

Food and Drug Administration (FDA).

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

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

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

This event was deemed unrelated to cema-cel.

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

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

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

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

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

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

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

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

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

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

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

What changed 10-Q

Item 1. Financial Statements