What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-06 · 171 added, 299 removed, 384 unchanged (55% of the section changed)

4 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

2025 December 31,

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Operating lease liabilities, current

Deferred revenue ($ 2,487 from related party as of September 30, 2024, and December 31, 2023)

Deferred revenue ($ 2,487 from related party as of March 31, 2025, and December 31, 2024)

Total current liabilities 28,491 30,651

LONG-TERM LIABILITIES

Deferred revenue, net of current portion ($ 1,865 and $ 3,730 from related party as of September 30, 2024, and December 31, 2023, respectively)

Deferred revenue, net of current portion ($ 622 and $ 1,243 from related party as of March 31, 2025, and December 31, 2024, respectively)

MSKCC success payments liability 451 785

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STOCKHOLDERS’ EQUITY

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized at September 30, 2024, and December 31, 2023;

90,552,687 and 88,448,948 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized at March 31, 2025, and December 31, 2024;

93,004,602 and 92,378,577 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively

Additional paid-in-capital 705,427 701,077

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(in thousands, except share and per share amounts)

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

2024 2023 2024 2023

Licensing and collaboration revenue (including $ 622 and $ 3,488 for three and nine months ended September 30, 2024, respectively, and $ 622 and $ 1,772 for three and nine months ended September 30, 2023, respectively, from related parties)

Three Months Ended March 31,

Licensing and collaboration revenue (including $ 622 for each of the three-month periods ended March 31, 2025, and March 31, 2024, from related parties)

$ 2,353 $ 2,429

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Other income:

Change in fair value of equity securities ( 14 ) ( 4 ) ( 116 ) 3

Change in fair value of the MSKCC success payments liability 334 303

1 unchanged sentence

Total other income

3,554 4,631 14,126 11,052

Net loss ( 39,991 ) ( 41,234 )

Other comprehensive income:

Net unrealized gain on available-for-sale marketable securities, net of tax

1,108 155 759 537

Other comprehensive loss

Net unrealized loss on available-for-sale marketable securities, net of tax ( 88 ) ( 352 )

Net comprehensive loss $ ( 40,079 ) $ ( 41,586 )

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Common Stock Additional Paid-In

Capital Accumulated Other Comprehensive (Loss) Income

Capital Accumulated Other Comprehensive (Loss) Income Accumulated

Deficit Total Stockholders’ Equity

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Issuances of common stock under ESPP 408,282 — — 468 — — 468

122,035 — 667 — — 667

Issuances of common stock on exercises of options

134,347 — 489 — — 489

Issuances of common stock in connection with our ATM offering, net of offering expenses

1,594,171 1 11,329 — — 11,330

Issuances of common stock upon vesting of RSUs 217,743 — — — — —

15,000 — — — — —

Stock-based compensation expense — — 3,882 — — 3,882

2 unchanged sentences

BALANCE—March 31, 2025 93,004,602 $ 9 $ 705,427 $ 167 $ ( 488,381 ) $ 217,222

Issuances of common stock under ESPP

400 — 2 — — 2

Issuances of common stock on exercises of options

47,870 — 129 — — 129

Stock-based compensation expense — — 4,738 — — 4,738

Net loss — — — — ( 37,697 ) ( 37,697 )

Other comprehensive income — — — 3 — 3

BALANCE—June 30, 2024 90,362,771 $ 9 688,990 $ ( 319 ) $ ( 378,216 ) $ 310,464

Issuances of common stock under ESPP

138,743 — 246 — — 246

Issuances of common stock upon vesting of RSUs

51,173 — — — — —

Stock-based compensation expense — — 4,069 — — 4,069

Net loss — — — — ( 34,684 ) ( 34,684 )

Other comprehensive income — — — 1,108 — 1,108

BALANCE—September 30, 2024 90,552,687 $ 9 $ 693,305 $ 789 $ ( 412,900 ) $ 281,203

BALANCE—December 31, 2023 88,448,948 $ 8 $ 667,648 $ 30 $ ( 299,285 ) $ 368,401

Issuances of common stock under ESPP 122,035 — 667 — — 667

70,271 — 404 — — 404

Issuances of common stock on exercises of options 134,347 — 489 — — 489

55,433 — 115 — — 115

Issuances of common stock in connection with our ATM offering, net of offering expenses

168,635 — 1,007 — — 1,007

Stock-based compensation expense — — 3,131 — — 3,131

Net loss — — — — ( 28,044 ) ( 28,044 )

Other comprehensive income — — — 788 — 788

BALANCE—March 31, 2023 61,323,523 $ 6 $ 504,255 $ ( 730 ) $ ( 225,259 ) $ 278,272

Issuances of common stock on exercises of options

86,085 — 236 — — 236

Issuances of common stock pursuant to private placement with Pfizer

4,690,431 — 17,290 — — 17,290

Stock-based compensation expense — — 3,585 — — 3,585

Net loss — — — — ( 29,519 ) ( 29,519 )

Other comprehensive loss — — — ( 406 ) — ( 406 )

BALANCE—June 30, 2023 66,100,039 $ 6 $ 525,366 $ ( 1,136 ) $ ( 254,778 ) $ 269,458

Issuances of common stock under ESPP

68,183 — 382 — — 382

Issuances of common stock on exercises of options

83,407 — 372 — — 372

Issuances of common stock in connection with ATM offering, net of offering expenses 1,594,171 1 11,329 — — 11,330

Issuances of common stock upon vesting of RSUs 15,000 — — — —

63,596 — — — — —

Issuances of common stock in connection with follow-on public offering, net of offering expenses

22,115,384 2 134,423 — — 134,425

Stock-based compensation expense — — 3,988 — — 3,988

Net loss — — — — ( 41,234 ) ( 41,234 )

Other comprehensive income

— — — 155 — 155

BALANCE—September 30, 2023 88,430,609 $ 8 $ 664,021 $ ( 981 ) $ ( 264,780 ) $ 398,268

Other comprehensive loss — — — ( 352 ) — ( 352 )

BALANCE—March 31, 2024 90,314,501 $ 9 $ 684,121 $ ( 322 ) $ ( 340,519 ) $ 343,289

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

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(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Depreciation and amortization 1,165 710

Loss (gain) on disposal of fixed assets

Non-cash consideration for licensing and collaboration revenue ( 1,634 ) ( 61 )

Change in fair value of equity securities

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Accretion of discounts on investments in marketable securities, net ( 452 ) ( 1,539 )

( 3,708 ) ( 6,042 )

Non-cash lease expense 490 524

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sales and maturities of marketable securities

Proceeds from maturities of marketable securities

65,955 97,088

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Payments to acquire in-process research and development — ( 1,500 )

Net cash provided by (used in) investing activities 70,677 ( 36,709 )

Net cash provided by investing activities 49,381 22,956

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from public follow-on public offering, net of offering expenses

Proceeds from issuances of common stock pursuant to private placement with Pfizer

Proceeds from exercises of stock options

Proceeds from exercise of stock options

Proceeds from issuances of common stock under ESPP

Proceeds from issuances of common stock related to our ATM, net of offering expenses

Proceeds from issuances of common stock related to ATM, net of offering expenses — 11,329

Net cash provided by financing activities 468 12,485

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 19,192 ) 45,720

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 13,124 ( 1,762 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD 16,339 51,208

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$ 29,463 $ 49,446

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes $ — $ 170

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Purchases of property and equipment included in accounts payable and accrued expenses $ 115 $ 851

Offering costs included in accrued expenses $ — $ 113

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

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(“Company” or “we”) is a clinical-stage C lustered R egularly I nterspaced S hort P alindromic R epeats (“CRISPR”) genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases.

Our genome-editing platform, including our novel chRDNA ( C RISPR h ybrid R NA- DNA , or “chRDNA,” pronounced “chardonnay”) technology, enables more precise genome editing to develop cell therapies that are armored to improve activity against diseases.

We are advancing a pipeline of allogeneic, or off-the-shelf, cell therapies from our chimeric antigen receptor (“CAR”) T (“CAR-T”) cell platform as readily available therapeutic treatments for patients.

Our genome-editing platform, including our novel chRDNA ( C RISPR h ybrid R NA- DNA , or “chRDNA,” pronounced “chardonnay”) technology, enables more precise genome editing of allogeneic cell therapies.

Our allogeneic, or off-the-shelf, chimeric antigen receptor (“CAR”)-T (“CAR-T”) cell therapy candidates are manufactured in advance with cells from healthy donors, with the goal of enabling broad patient access, rapid patient treatment, and increased manufacturing scale.

We use our chRDNA technologies to armor our allogeneic CAR-T cell therapies through multiple genome-editing strategies, such as checkpoint disruption and immune cloaking, to enhance activity against devastating diseases.

We are advancing two clinical-stage allogeneic CAR-T cell therapies for the treatment of patients with hematologic malignancies.

We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California.

We have four wholly owned subsidiaries:

Antler Holdco, LLC, incorporated in Delaware in April 2019;

Microbe Holdco, LLC, incorporated in Delaware in June 2020;

Arboreal Holdco, LLC, incorporated in Delaware in November 2020;

and Biloba Holdco, LLC, incorporated in Delaware in April 2021.

Our wholly owned subsidiaries hold interests in our equity investments and do not have operating activities.

We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 412.9 million as of September 30, 2024.

During the nine months ended September 30, 2024, we incurred a net loss of $ 113.6 million and used $ 102.7 million of cash in operating activities.

We have four wholly owned subsidiaries that hold interests in our equity investments and do not have operating activities.

We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 488.4 million as of March 31, 2025.

During the three months ended March 31, 2025, we incurred a net loss of $ 40.0 million and used $ 36.7 million of cash in operating activities.

We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, regulatory approval, and commercialization of our product candidates and on our ability to generate sufficient revenue to support our cost structure.

We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital.

Our management expects that existing cash, cash equivalents, and marketable securities of $ 281.0 million as of September 30, 2024, will be sufficient to fund our current operating plan for at least the next 12 months from the date of this Quarterly Report on Form 10-Q (“Form 10-Q”).

Our management expects that existing cash, cash equivalents, and marketable securities of $ 212.5 million as of March 31, 2025, will be sufficient to fund our current operating plan for at least the next 12 months from the date this Quarterly Report on Form 10-Q (“Form 10-Q”) is filed.

Summary of Significant Accounting Policies

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and the reported amounts of revenue, income, and expenses during the applicable reporting period.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, operating lease right-of-use assets and liabilities, and income taxes.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued research and development expenses, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability under the Exclusive License Agreement, dated November 13, 2020, with MSKCC (as amended, “MSKCC Agreement”), and income taxes.

Our management bases its estimates on historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ materially from those estimates.

We operate and manage our business as one reportable operating segment, which is the business of developing a pipeline of allogeneic CAR-T cell therapies.

Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance.

All long-lived assets are maintained in the United States.

Concentrations of Credit Risk and Other Uncertainties

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Three Months Ended

Nine Months Ended As of

September 30,

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

34.9 % * 24.2 % * 68.5 % 47.5 %

* 90.8 % * 79.1 % * *

30.7 % * 23.6 % * * *

* * 20.5 % * * *

March 31, 2025 March 31, 2024

26.2 % 25.3 % * *

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We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if contract assets should be impaired.

No allowance for credit losses or contract asset impairment was recorded as of September 30, 2024, or December 31, 2023.

No allowance for credit losses or contract asset impairment was recorded as of March 31, 2025, or December 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

This ASU aligns the requirements in the Accounting Standards Codification (“ASC”) to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the U.S.

Securities and Exchange Commission (“SEC”).

The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective or June 30, 2027, if the SEC has not removed the requirements by that date.

Early adoption is prohibited.

We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-06 will have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate

reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements.

In March 2024, the FASB issued ASU No.

2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements.

The amendments in ASU 2024-02 clarify and simplify references to certain concept statements within U.S.

ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early application permitted.

We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (i) better understand the entity's performance, (ii) better assess the entity's prospects for future cash flows, and (iii) compare an entity's performance over time and with that of other entities.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2024-03.

Fair Value Measurements and Fair Value of Financial Instruments

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 —Quoted prices in active markets for identical assets or liabilities.

Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability.

Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments.

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We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs.

No such transfers occurred during the nine months ended September 30, 2024, and 2023.

No such transfers occurred during the three months ended March 31, 2025, and March 31, 2024.

Level 1 financial instruments are comprised of money market fund investments and U.S.

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The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

Fair Value Measurements as of September 30, 2024

Fair Value Measurements as of March 31, 2025

Total Level 1 Level 2 Level 3

Treasury bills ($ 5,596 included in cash and cash equivalents)

$ 193,812 $ 193,812 $ — $ —

government agency bonds ($ 3,973 included in cash and cash equivalents)

31,515 — 31,515 —

Treasury bills $ 133,571 $ 133,571 $ — $ —

Commercial paper ($ 13,044 included in cash and cash equivalents)

31,147 — 31,147 —

government agency bonds 28,861 28,861 —

Money market fund investments (included in cash and cash equivalents) 16,373 16,373 — —

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$ 169,615 $ 169,615 $ — $ —

Commercial paper ($ 9,759 included in cash and cash equivalents)

government agency bonds ($ 1,933 included in cash and cash equivalents)

33,482 — 33,482 —

government agency bonds

Commercial paper ($ 1,499 included in cash and cash equivalents)

26,283 — 26,283 —

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Total fair value of liabilities $ 785 $ — $ — $ 785

The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of September 30, 2024, and December 31, 2023, are presented in the following tables (in thousands):

As of September 30, 2024

Treasury bills ($ 5,596 included in cash and cash equivalents)

$ 193,198 $ 617 $ ( 3 ) $ 193,812

government agency bonds ($ 3,973 included in cash and cash equivalents)

31,380 136 ( 1 ) 31,515

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

As of March 31, 2025

Treasury bills $ 133,434 $ 158 $ ( 21 ) $ 133,571

Commercial paper ($ 13,044 included in cash and cash equivalents)

31,153 — ( 6 ) 31,147

Money market fund investments (included in cash equivalents)

government agency bonds 28,825 40 ( 4 ) 28,861

Money market fund investments (included in cash and cash equivalents)

16,373 — — 16,373

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$ 169,414 $ 268 $ ( 67 ) $ 169,615

Commercial paper ($ 9,759 included in cash and cash equivalents)

government agency bonds ($ 1,933 included in cash and cash equivalents)

33,440 53 ( 11 ) 33,482

government agency bonds

Commercial paper ($ 1,499 included in cash and cash equivalents)

26,274 11 ( 2 ) 26,283

Money market fund investments (included in cash equivalents)

Money market fund investments (included in cash and cash equivalents)

11,508 — — 11,508

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Total cash equivalents and marketable securities $ 249,386

We reviewed our impaired marketable securities as of March 31, 2025, and December 31, 2024, and concluded that the decline in fair value was not related to credit losses and is recoverable.

Accordingly, no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive income.

The following table presents the fair value of available-for-sale marketable securities by contractual maturities (in thousands):

September 30, 2024

March 31, 2025

Due in less than one year $ 179,048

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Change in fair value ( 334 )

Balance at September 30, 2024 $ 1,005

Balance at March 31, 2025 $ 451

Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income until the success payments liability is paid or expires.

We recorded a $ 0.2 million and $ 0.1 million change in the fair value of the MSKCC success payments liability as a loss in other income in our unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2024, and 2023, respectively.

We recorded a $ 1.9 million and $ 0.4 million change in the fair value of the MSKCC success payments liability as a gain in other income in our unaudited condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024, and 2023, respectively.

We recorded a $ 0.3 million change in the fair value of the MSKCC success payments liability as a gain in other income in our unaudited condensed consolidated statements of operations and comprehensive loss for each of the three-month periods ended March 31, 2025, and March 31, 2024.

The table below summarizes key assumptions used in the valuation of the MSKCC success payments liability:

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Expected term (years) 4.1 to 5.0

(1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, by certain multiples of value based on a comparison of the fair market value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (“Initial Share Price”).

(1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, by certain multiples of value based on a comparison of the fair value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (“Initial Share Price”).

For further information regarding our agreement with MSKCC, see Note 4 to the consolidated financial statements included in our Form 10-K.

The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and the historical and implied volatility of our stock.

The risk-free interest rate, expected volatility, and expected term assumptions depend on the time period from the initiation of our AMpLify phase 1 clinical trial for our CB-012 product candidate utilizing the know-how, biological materials, and intellectual property licensed under the Exclusive License Agreement, dated November 13, 2020, with MSKCC (“MSKCC Agreement”) until the estimated timing of marketing approval for this product candidate from the U.S.

Food and Drug Administration (“FDA”).

In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability.

As of September 30, 2024, we did not note any significant changes to the inputs used in the MSKCC success payments liability fair value calculation, other than a change in the fair value of our common stock to $ 1.96 per share.

As of March 31, 2025, we did not note any significant changes to the inputs used in the MSKCC success payments liability fair value calculation, other than a change in the fair value of our common stock to $ 0.91 per share.

On April 24, 2025, we announced the discontinuation of the AMpLify phase 1 clinical trial for our CB-012 product candidate.

Significant Agreements

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For further information regarding our significant agreements, see Note 4 to the consolidated financial statements included in our Form 10-K.

During the three months ended September 30, 2023, we recognized $ 21.5 million in revenue associated with the now-terminated Collaboration and License Agreement, dated February 9, 2021 (as amended, “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”).

During the nine months ended September 30, 2023, we recognized $ 24.5 million in revenue under the AbbVie Agreement.

No revenue was recognized under the AbbVie Agreement during each of the three- and nine-month periods ended September 30, 2024, as the AbbVie Agreement was terminated effective October 25, 2023.

As of September 30, 2024, and December 31, 2023, we had no amounts recorded in

accounts receivable, contract assets, or deferred revenue in our consolidated balance sheets related to the AbbVie Agreement.

Our significant agreements may include nonrefundable, upfront payments;

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Our obligation to make such payments is contingent upon milestones being achieved, licensed products being commercialized, and the agreements remaining in effect.

For the three months ended September 30, 2024, and 2023, we recorded $ 0.2 million and $ 0.4 million, respectively, as research and development expense in our unaudited condensed consolidated statements of operations and comprehensive loss related to our license agreements.

For the nine months ended September 30, 2024, and 2023, we recorded $ 1.8 million and $ 1.2 million, respectively, as research and development expense in our unaudited condensed consolidated statements of operations and comprehensive loss related to our significant agreements.

For the three months ended September 30, 2024, and 2023, we recorded $ 0.1 million and $ 0.4 million, respectively, as general and administrative expense for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $ 0.4 million and $ 0.1 million, respectively.

For the nine months ended September 30, 2024, and 2023, we recorded $ 0.5 million and $ 2.2 million, respectively, as general and administrative expense for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $ 0.9 million and $ 1.3 million, respectively.

As of September 30, 2024, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $ 159.9 million.

For the three months ended March 31, 2025, and March 31, 2024, we recorded $ 0.3 million and $ 1.3 million, respectively, as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to our license agreements.

For the three months ended March 31, 2025, and March 31, 2024, we recorded $ 0.2 million and $ 0.2 million, respectively, as general and administrative expenses for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $ 0.2 million and $ 0.1 million, respectively.

As of March 31, 2025, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $ 159.9 million.

Disaggregation of Revenue

We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators.

The following table is a summary of revenue by geographic location for the three and nine months ended September 30, 2024, and 2023 (in thousands):

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

2024 2023 2024 2023

The following table is a summary of revenue by geographic location for the three months ended March 31, 2025, and March 31, 2024 (in thousands):

Three Months Ended March 31,

United States $ 2,224 $ 2,269

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Total $ 2,353 $ 2,429

During the three months ended September 30, 2024, we recognized $ 1.4 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.6 million of revenue related to performance obligations satisfied over time.

During the three months ended September 30, 2023, we recognized $ 1.6 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 22.1 million of revenue related to performance obligations satisfied over time that included $ 21.5 million in licensing and collaboration revenue associated with the now-terminated AbbVie Agreement.

During the nine months ended September 30, 2024, we recognized $ 6.0 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 1.9 million of revenue related to performance obligations satisfied over time.

During the nine months ended September 30, 2023, we recognized $ 5.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 25.1 million of revenue related to performance obligations satisfied over time which included $ 24.5 million in licensing and collaboration revenue associated with the now-terminated AbbVie Agreement.

During each of the three-month periods ended March 31, 2025, and March 31, 2024, we recognized $ 1.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.6 million of revenue related to performance obligations satisfied over time.

Contract Balances

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Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees that precede our satisfaction of the associated performance obligations.

As of September 30, 2024, and December 31, 2023, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer Inc.

As of March 31, 2025, and December 31, 2024, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer Inc.

The remaining deferred revenue relates to upfront payments received under license agreements that also include nonrefundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time when annual license fees are paid by the licensees and the renewal periods begin.

The following table presents changes in our contract assets and liabilities during the nine months ended September 30, 2024 (in thousands):

The following table presents changes in our contract assets and liabilities during the three months ended March 31, 2025 (in thousands):

Balance as of

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Balance as of

September 30,

Accounts receivable $ 265 $ 1,704 $ ( 1,881 ) $ 88

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Deferred revenue, current and long-term $ 6,446 $ 665 $ ( 1,661 ) $ 5,450

During the nine months ended September 30, 2024, and 2023, we recognized $ 2.2 million and $ 23.2 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods.

During the three months ended March 31, 2025, and March 31, 2024, we recognized $ 1.0 million and $ 0.7 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods.

Transaction Prices Allocated to Remaining Performance Obligations

Remaining performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period.

The value of transaction prices allocated to remaining unsatisfied performance obligations as of September 30, 2024, was approximately $ 6.8 million.

The value of transaction prices allocated to remaining unsatisfied performance obligations as of March 31, 2025, and March 31, 2024, were approximately $ 5.4 million and $ 8.3 million, respectively.

We expect to recognize approximately $ 2.8 million of remaining performance obligations as revenue in the next 12 months and to recognize the remainder thereafter.

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Balance Sheet Items

Other receivables consisted of the following (in thousands):

September 30,

2024 December 31,

Patent cost reimbursements $ 936 $ 1,403

Accrued interest on marketable securities 747 702

Total $ 1,683 $ 2,286

Prepaid expenses and other current assets consisted of the following (in thousands):

September 30,

2025 December 31,

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Property and equipment, net, consisted of the following (in thousands):

September 30,

2025 December 31,

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Furniture and equipment 697 697

Construction in progress — 8,204

Total property and equipment, gross 32,569 32,166

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Property and equipment, net $ 18,519 $ 19,281

Depreciation and amortization expenses related to property and equipment were $ 1.1 million and $ 1.6 million for the three months ended September 30, 2024, and 2023, respectively.

Depreciation and amortization expenses related to property and equipment were $ 2.7 million and $ 2.8 million, for the nine months ended September 30, 2024, and 2023, respectively.

Depreciation and amortization expenses related to property and equipment were $ 1.2 million and $ 0.7 million for the three months ended March 31, 2025, and March 31, 2024, respectively.

Accrued expenses and other current liabilities consisted of the following (in thousands):

September 30,

2025 December 31,

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Accrued employee compensation and related expenses 4,518 8,560

Accrued securities litigation settlement

Accrued patent expenses 731 769

Accrued expenses related to sublicensing revenues 565 592

Credit card liability

Other 1,544 1,679

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Pfizer Investment

During the three months ended September 30, 2024, we recognized $ 0.6 million of revenue from our Information Rights Agreement with Pfizer, dated June 29, 2023, pursuant to which we had originally allocated $ 7.5 million as a contract with a customer under ASC Topic 606.

During the nine months ended September 30, 2024, we recognized $ 1.9 million of revenue from Pfizer.

During each of the three- and nine-month periods ended September 30, 2023, we recognized $ 0.6 million of revenue from Pfizer.

As of September 30, 2024, there was approximately $ 4.4 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 1.9 million included in long-term liabilities) related to our performance obligation to Pfizer.

During the three months ended March 31, 2025, we recognized $ 0.6 million of revenue from our Information Rights Agreement with Pfizer, dated June 29, 2023, pursuant to which we had originally allocated $ 7.5 million as a contract with a customer under Accounting Standards Codification (“ASC”) Topic 606.

During the three months ended March 31, 2024, we recognized $ 0.6 million of revenue from Pfizer.

As of March 31, 2025, there was approximately $ 3.1 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 0.6 million included in long-term liabilities) related to our performance obligation to Pfizer.

As of December 31, 2024, there was approximately $ 3.7 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 1.2 million included in long-term liabilities) related to our performance obligation to Pfizer.

Edge Animal Health

In June 2024, we received additional shares of convertible preferred stock pursuant to anti-dilution rights associated with the Exclusive License Agreement for Veterinary Therapeutics (as amended, “Edge chRDNA License Agreement”) with Edge Animal Health (“Edge”), a private company and related party.

Edge issued 1,623,275 shares of convertible preferred stock to us with an estimated fair value of $ 1.6 million, based on management’s best estimate and judgment.

The Edge chRDNA License Agreement is a contract with a customer under ASC 606.

We did no t recognize any revenue in connection with the Edge chRDNA License Agreement during the three months ended September 30, 2024.

We recognized $ 1.6 million as revenue during the nine months ended September 30, 2024.

We did no t recognize any revenue in connection with the Edge chRDNA License Agreement in 2023.

On May 16, 2023, we entered into an Exclusive License Agreement for Veterinary Therapeutics (CRISPR-Cas9) (“Edge Cas9 License Agreement”), under which we granted Edge an exclusive worldwide license to certain CRISPR-Cas9 intellectual property rights in the field of veterinary therapeutics.

Previously, on May 15, 2020, we entered into an Option for an Exclusive License under which Edge could exercise its option within three years upon payment of a total of $ 1.2 million, which option Edge exercised and paid $ 1.2 million, and we entered into the Edge Cas9 License Agreement.

We did no t recognize any revenue in connection with the Edge Cas9 License Agreement in 2024.

We did no t recognize any revenue in connection with the Edge Cas9 License Agreement during the three months ended September 30, 2023.

We recognized $ 1.2 million of revenue in connection with the Edge Cas9 License Agreement during the nine months ended September 30, 2023.

Operating Lease Obligations

As of September 30, 2024, we had operating leases for our laboratory and office spaces in Berkeley, California, consisting of approximately 75,000 square feet, with remaining lease terms up to 7.8 years.

Certain of our laboratory and office space lease agreements include options to extend the terms for a period of five years and also contain provisions for future rent increases.

In addition to base rent, we pay our share of operating expenses and taxes.

The components of lease costs, which are included in our unaudited condensed consolidated statements of operations and comprehensive loss, were as follows (in thousands):

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

2024 2023 2024 2023

Operating lease cost (1)

$ 1,950 $ 1,937 $ 5,822 $ 5,749

Short-term lease cost 63 63 188 188

Total lease cost $ 2,013 $ 2,000 $ 6,010 $ 5,937

(1) Includes $ 0.7 million of variable lease cost related to operating expenses and taxes for each of the three- month periods ended September 30, 2024, and September 30, 2023.

Includes $ 2.0 million and $ 1.9 million of variable lease cost related to operating expenses and taxes for the nine months ended September 30, 2024, and 2023, respectively.

Supplemental information related to our leases was as follows (in thousands):

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 2,624 $ 2,597

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for our corporate laboratory and office leases:

September 30,

2024 December 31,

Weighted-average remaining lease term (years) 6.7 7.4

Weighted-average discount rate 11.3 % 11.3 %

The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of September 30, 2024 (in thousands):

Remainder of 2024 (1)

Thereafter 15,993

Total future undiscounted lease payments

Less imputed interest ( 12,324 )

Total discounted lease payments 26,641

Less current portion of lease liability ( 1,178 )

Noncurrent portion of lease liability $ 25,463

(1) Reflects an offset of $ 0.3 million related to incentives expected to be received in 2024.

Commitments and Contingencies

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These agreements provide for termination by either party in certain circumstances, generally with less than one-year notice and are, therefore, cancellable contracts and, if cancelled, are not anticipated to have a material effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

Some of these agreements also include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us.

As of September 30, 2024, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated.

Some of these agreements include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us.

As of March 31, 2025, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated.

Guarantees and Indemnifications

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Our exposure under these agreements is unknown because claims may be made against us in the future.

As of September 30, 2024, and December 31, 2023, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities.

As of March 31, 2025, and December 31, 2024, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities.

From time to time, we may become involved in litigation arising in the ordinary course of business.

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District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Bergman v.

Caribou Biosciences, Inc., et al.

, Case Number 23-cv-01742 (“Bergman Case”).

The Bergman complaint challenged disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act of 1933, as amended (“Securities Act”), and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

On September 18, 2023, plaintiffs filed an amended complaint adding the initial public offering (“IPO”) underwriters as defendants and making substantially the same allegations as the original complaint.

Caribou Biosciences, Inc., et al., case number 3:23-cv-01742 (“Bergman Case”).

The Bergman Case complaint challenged disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the S ecurities Act of 1933, as amended (“Securities Act”), and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

On September 18, 2023, plaintiffs filed an amended complaint adding the IPO underwriters as defendants and making substantially the same allegations as the original complaint.

On November 14, 2023, we filed a motion to dismiss the amended complaint for failure to state a claim.

Motion to dismiss briefing was completed on February 21, 2024.

On April 22, 2024, we reached an agreement in principle with plaintiffs to settle the Bergman Case for $ 3.9 million, which was included in general and administrative expense for the three months ended March 31, 2024, in exchange for a full release of the putative class’s claims against us and all our current and former officers, current and former members of our board of directors, the IPO underwriters, and the other named defendant.

The parties filed a settlement agreement with the court on June 26, 2024, and, on October 15, 2024, the court issued an order preliminarily approving the settlement and setting a final settlement approval hearing for February 18, 2025.

On April 22, 2024, we reached an agreement in principle with plaintiffs to settle the Bergman Case for $ 3.9 million in exchange for a full release of the putative class’s claims against us and all our current and former officers, current and former members of our board of directors, the IPO underwriters, and the other named defendant.

On February 18, 2025, the court issued an order granting final approval of the settlement.

On December 24, 2024, a putative class action lawsuit was filed in the U.S.

District Court for the Northern District of California against our company and certain of our current and former officers, Saylor v.

Caribou Biosciences, Inc., et al., case number 3:24-cv-09413 (“Saylor Case”).

The alleged class period is July 14, 2023, to July 16, 2024.

The Saylor Case complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged safety, efficacy, and durability of CB-010, CB-010’s clinical results and commercial prospects, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Exchange Act.

On April 15, 2025, the lead plaintiff filed a motion to voluntarily dismiss the lawsuit and, on April 27, 2025, the court granted the motion, dismissing the lawsuit without prejudice.

On March 3, 2025, a shareholder derivative complaint was filed in the U.S.

District Court for the Northern District of California against our directors and certain of our current and former officers, Moisio, derivatively on behalf of Caribou Biosciences, Inc.

Haurwitz, et al., case number 4:25-cv-02199 (“First Derivative Case”), alleging, among other things, that the named directors and officers breached their fiduciary duties by causing our company to make the disclosures being challenged in the Saylor Case and seeking unspecified monetary damages from our company as well as that we make certain changes to our corporate governance.

On March 11, 2025, a second shareholder derivative complaint was filed in the U.S.

District Court for the Northern District of California against the same defendants as in the First Derivative Case, Allen, derivatively on behalf of Caribou Biosciences, Inc.

Braunstein, et al.

, case number 4:25-cv-02463 (“Second Derivative Case”), with the same allegations.

On April 1, 2025, the First Derivative Case and the Second Derivative Case were deemed related and assigned to the same judge and, on April 7, 2025, the First Derivative Case and the Second Derivative Case were consolidated into a single action, In re Caribou Biosciences, Inc.

Derivative Litigation , lead case number 4:25-cv-02199 (the “Consolidated Derivative Action”).

The Consolidated Derivative Action is at the preliminary stage of the proceedings.

Common stock reserved for future issuances consisted of the following:

September 30, 2024 As of

March 31, 2025 As of

December 31, 2024

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Stock options, authorized for future issuances

7,902,961 7,618,931

Stock available under ESPP

Unvested RSUs and PSUs 1,302,846 205,357

2,655,169 2,139,666

Unvested RSUs

2,217,789 1,297,327

Total common stock reserved for future issuances 26,798,184 21,838,027

Shelf Registration Statement

On August 9, 2022, we filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the SEC.

On August 9, 2022, we filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the U.S.

Securities and Exchange Commission (“SEC”).

The Shelf Registration Statement allows us to sell from time to time up to $ 400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination of these securities, for our own account in one or more offerings (including the $ 100.0 million of common stock reserved for our at-the-market equity offering program).

The SEC declared the Shelf Registration Statement effective on August 16, 2022.

The SEC declared the Shelf Registration Statement effective on August 16, 2022, and it will expire after three years on August 16, 2025.

The terms of any offering under the Shelf Registration Statement will be established at the time of such offering, as described in a prospectus supplement to the Shelf Registration Statement to be filed with the SEC prior to the completion of any such offering.

In July and August 2023, we issued and sold a total of 22,115,384 shares of our common stock in an underwritten follow-on public offering at a price to the public of $ 6.50 per share, which included the full exercise of the underwriters’ right to purchase 2,884,615 additional shares of our common stock.

The total gross proceeds from the offering were approximately $ 143.7 million ($ 134.4 million net of underwriting discounts and commissions and offering expenses).

The shares were issued pursuant to the Shelf Registration Statement.

At-the-Market Equity Offering Program

On August 9, 2022, we entered into an at-the-market Open Market Sale Agreement SM (“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which, through Jefferies as sales agent, we may from time to time, sell shares of our common stock having an aggregate offering price of up to $ 100.0 million in gross proceeds under the Shelf Registration Statement.

As of September 30, 2024, we have sold 1,762,806 shares of our common stock under the ATM Sales Agreement, at an average price per share of $ 7.32 for aggregate gross proceeds of $ 12.9 million ($ 12.3 million net of offering expenses).

During the three months ended March 31, 2025, we did not issue any shares of our common stock under the ATM Sales Agreement.

During the three months ended March 31, 2024, we issued 1,594,171 shares of our common stock, in a series of sales, at an average price of $ 7.33 per share, in accordance with the ATM Sales Agreement for aggregate gross proceeds of $ 11.7 million ($ 11.3 million net of offering expenses) .

Stock-Based Compensation

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In July 2021, our board of directors adopted, and our stockholders approved, the 2021 Equity Incentive Plan (“2021 Plan”) that became effective on July 22, 2021.

As of September 30, 2024, we had 6,827,620 shares available for issuance under the 2021 Plan.

The following table summarizes stock option activity under our equity incentive plans during the nine months ended September 30, 2024:

As of March 31, 2025, we had 7,902,961 shares available for issuance under the 2021 Plan.

The following table summarizes stock option activity under our equity incentive plans during the three months ended March 31, 2025:

Stock Options Weighted-

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Options cancelled or forfeited ( 95,726 ) 7.53

Outstanding at September 30, 2024 11,611,364 $ 7.44 7.4 $ 41

Exercisable at September 30, 2024 5,810,961 $ 8.03 6.1 $ 41

Vested and expected to vest at September 30, 2024 11,611,364 $ 7.44 7.4 $ 41

Outstanding at March 31, 2025 14,022,265 $ 6.04 8.0 $ 8

Exercisable at March 31, 2025 6,515,145 $ 8.14 6.9 $ 8

Vested and expected to vest at March 31, 2025 14,022,265 $ 6.04 8.0 $ 8

(1) The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above.

Grant Date Fair Value

During the three months ended September 30, 2024, and 2023, we granted 391,525 and 384,095 stock options to employees with a weighted average grant date fair value of $ 1.49 and $ 3.64 , respectively.

During the nine months ended September 30, 2024, and 2023, we granted 3,528,702 and 3,406,801 stock options to employees with a weighted average grant date fair value of $ 4.09 and $ 3.91 , respectively.

During the three months ended March 31, 2025, we granted 3,335,888 stock options to employees with a weighted average grant date fair value of $ 1.07 .

During the three months ended March 31, 2024, we granted 2,913,727 stock options to employees with a weighted average grant date fair value of $ 4.59 .

We estimated the fair value of each employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions:

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

2024 2023 2024 2023

Three Months Ended March 31,

Volatility 86.1 % to 89.7 %

75.7 % to 75.9 %

74.2 % to 75.0 %

Expected term (in years) 5.0 to 6.0

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4.0 % to 4.3 %

3.7 % to 4.5 %

3.5 % to 4.6 %

Expected dividend yield 0.0 % 0.0 %

As of September 30, 2024, there was $ 24.5 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.6 years.

As of March 31, 2025, there was $ 21.1 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.8 years.

Restricted Stock Units

During the nine months ended September 30, 2024, we granted 1,342,842 restricted stock units (“RSUs”) to employees, and we did not grant any performance-based RSUs (“PSUs”) to employees under the 2021 Plan.

A summary of the status of and change in unvested RSUs and PSUs as of September 30, 2024, was as follows:

Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU

During the three months ended March 31, 2025, we granted 1,148,685 restricted stock units (“RSUs”) to employees.

A summary of the status of and change in unvested RSUs as of March 31, 2025, was as follows:

Number of Shares Underlying Outstanding RSUs

Weighted-Average Grant Date Fair Value per RSU

Unvested, January 1, 2025 1,297,327 $ 5.37

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Forfeited ( 10,480 ) 5.57

Unvested, September 30, 2024 1,302,846 $ 5.73

On August 22, 2022, we granted PSUs to our executive officers, which will vest contingent upon the achievement of a clinical milestone for CB-010 during a performance period ending December 31, 2024, and the executive officer’s continued employment during the performance period.

As of September 30, 2024, the achievement of this milestone was not considered probable and, therefore, no stock-based compensation was recorded.

As of September 30, 2024, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 5.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.9 years.

As of September 30, 2024, there was approximately $ 0.4 million of unrecognized stock-based compensation expense related to unvested PSUs.

Unvested, March 31, 2025 2,217,789 $ 3.17

As of March 31, 2025, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 6.1 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.2 years.

Employee Stock Purchase Plan (“ESPP”)

In July 2021, our board of directors adopted, and our stockholders approved, the ESPP, which became effective on July 22, 2021.

We issued 468,745 shares of common stock under the ESPP as of September 30, 2024.

We recorded $ 0.1 million in accrued liabilities related to contributions withheld as of September 30, 2024.

We issued 877,027 shares of common stock under the ESPP as of March 31, 2025.

We recorded $ 0.2 million in accrued liabilities related to contributions withheld as of March 31, 2025.

Stock-Based Compensation Expense

We recorded stock-based compensation expense related to employee equity-based awards grants in our unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

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

2024 2023 2024 2023

Three Months Ended March 31,

Research and development $ 1,743 $ 1,617

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The above stock-based compensation expense related to the following equity-based awards (in thousands):

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

2024 2023 2024 2023

Three Months Ended March 31,

Stock options $ 3,175 $ 3,489

ESPP 80 96 309 427

RSUs 459 194 1,577 579

Total $ 3,882 $ 3,988

401(k) Savings Plan

In 2017, we established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Tax Code”).

Our 401(k) plan is available to all employees and allows participants to defer a portion of

their annual compensation on a pretax basis subject to applicable laws.

We also provide a 4 % match for employee contributions up to a certain limit.

During the nine months ended September 30, 2024, and 2023, we contributed $ 0.9 million and $ 0.8 million, respectively, to our 401(k) plan.

No income tax expense was recorded during each of the three- and nine-month periods ended September 30, 2024, and 2023 due to our operating losses.

No income tax expense was recorded during each of the three-month periods ended March 31, 2025, and March 31, 2024 due to our operating losses.

Net Loss Per Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net loss $ ( 39,991 ) $ ( 41,234 )

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Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

September 30,

Stock options outstanding 14,022,265 12,094,332

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16,749,781 13,331,311

Restructuring Charge

On July 16, 2024, we announced that we had discontinued preclinical research activities associated with our allogeneic CAR-NK platform and reduced our workforce by 21 positions, or approximately 12 %.

The workforce reduction was completed during the third quarter of 2024.

As a result, we recorded a total of $ 0.6 million in non-recurring restructuring charges during the three months ended September 30, 2024, consisting primarily of cash severance costs, continuation of benefits, and transition support services for impacted employees.

Segment Information

We operate and manage our business as one reportable segment and one operating segment, which is the business of developing allogeneic CAR-T cell therapies.

Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance;

the CODM is our president and chief executive officer.

Our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations.

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

All our material long-lived assets are located in the United States.

Our CODM uses consolidated net loss to evaluate our spend and monitor our budget versus actual results to assess performance of the segment and to allocate resources across our company.

Factors used in determining the reportable segment include the nature of our operating activities, our company’s organizational and reporting structures, and the type of information reviewed by our CODM to allocate resources and evaluate financial performance.

The following table presents reportable segment profit and loss, including significant expense categories, attributable to our reportable segment for the periods indicated:

Three Months Ended March 31,

Licensing and collaboration revenue $ 2,353 $ 2,429

Research and development:

External costs

21,859 20,963

Internal costs (1)

10,877 10,611

Total research and development

32,736 31,574

General and administrative (2)

Other segment items (3)

Other income, net

( 2,588 ) ( 4,465 )

Segment and consolidated net loss

$ ( 39,991 ) $ ( 41,234 )

(1) Research and development internal costs for the three months ended March 31, 2025, and March 31, 2024, exclude $ 1.7 million and $ 1.6 million of stock-based compensation expense, respectively, and $ 1.1 million and $ 0.6 million of depreciation and amortization expense, respectively.

(2) General and administrative expense for the three months ended March 31, 2025, and March 31, 2024, exclude $ 2.1 million and $ 2.4 million of stock-based compensation expense, respectively, and $ 0.1 million and $ 0.1 million of depreciation and amortization expense, respectively.

(3) Other segment items include stock-based compensation, change in fair value of the MSKCC success payments liability, and depreciation and amortization .

Subsequent Events

On April 24, 2025, we announced a strategic pipeline prioritization with workforce and cost reduction initiatives to focus resources on our CB-010 and CB-011 oncology programs.

At that time, we disclosed that we had discontinued our GALLOP phase 1 trial of CB-010 for the treatment of lupus prior to dosing the first patient;

our AMpLify phase 1 clinical trial of CB-012, an allogeneic anti-CLL-1 CAR-T cell therapy, for the treatment of relapsed or refractory acute myeloid leukemia, as additional data would be needed to advance this program;

and our preclinical research.

Additionally, we announced that our workforce was reduced by 47 employees, or approximately 32 % of our company.

In connection with the strategic pipeline prioritization and the workforce reduction, we currently estimate that expenses of approximately $ 2.5 million to $ 3.5 million in total will be incurred, consisting primarily of cash severance costs, benefits, and transition support services for impacted employees and costs to wind down our GALLOP phase 1 clinical trial and our AMpLify phase 1 clinical trial.

Of these amounts, workforce reduction costs are estimated to be $ 1.8 million to $ 2.0 million, which we expect to incur in the second quarter of 2025, and clinical trial wind-down costs are estimated to be $ 0.7 million to $ 1.5 million, which we expect to incur through the third quarter of 2025.

The charges that we expect to incur in connection with the foregoing are subject to a number of assumptions, and actual results may differ materially.

We may also incur costs not currently contemplated due to events that may occur as a result of, or that are associated with, our strategic pipeline prioritization with workforce and cost reduction initiatives.

On May 7, 2025, we received a deficiency letter (the “Nasdaq Notice”) from the Staff of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our shares of common stock had closed below $ 1.00 per share, which is the minimum bid price required to maintain continued listing on the Nasdaq Global Select Market.

The Nasdaq Notice has no immediate effect on the listing of our common stock.

We have an initial period of 180 calendar days (which expires on November 3, 2025) to regain compliance with Nasdaq minimum bid price requirement.

To regain compliance, in general, the closing bid price of our common stock must be at least $ 1.00 per share for a minimum of 10 consecutive business days during this 180 -calendar day period.

Failure to cure this deficiency could result in our common stock being delisted from Nasdaq.

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