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Item 1. Financial Statements

2025-08-12 compared with 2025-05-08 · 221 added, 150 removed, 405 unchanged (48% of the section changed)

25 unchanged sentences

Operating lease liabilities, current

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

Deferred revenue ($ 2,487 from related party as of June 30, 2025, and December 31, 2024)

Total current liabilities 28,887 30,651

LONG-TERM LIABILITIES

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

Deferred revenue, net of current portion ($ 0 and $ 1,243 from related party as of June 30, 2025, and December 31, 2024, respectively)

MSKCC success payments liability — 785

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STOCKHOLDERS’ EQUITY

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

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized as of June 30, 2025, and December 31, 2024;

93,123,239 and 92,378,577 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively

Additional paid-in-capital 708,562 701,077

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(in thousands, except share and per share amounts)

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)

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

2025 2024 2025 2024

Licensing and collaboration revenue (including $ 622 and $ 1,243 for the three and six months ended June 30, 2025, respectively, and $ 2,245 and $ 2,867 for the three and six months ended June 30, 2024, respectively, from related parties)

$ 2,667 $ 3,464 $ 5,020 $ 5,893

Operating expenses:

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General and administrative 10,403 11,485 20,138 26,128

Impairment charges

12,150 — 12,150 —

Total operating expenses 50,245 46,965 95,511 95,396

Loss from operations ( 47,578 ) ( 43,501 ) ( 90,491 ) ( 89,503 )

Other income:

Other income (expense):

Impairment of equity investment

( 9,158 ) — ( 9,158 ) —

Change in fair value of the MSKCC success payments liability 451 1,795 785 2,098

Other income, net 2,187 4,009 4,775 8,474

Total other income

Total other income (expense)

( 6,520 ) 5,804 ( 3,598 ) 10,572

Net loss ( 54,098 ) ( 37,697 ) ( 94,089 ) ( 78,931 )

Other comprehensive loss

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

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

( 127 ) 3 ( 215 ) ( 349 )

Net comprehensive loss $ ( 54,225 ) $ ( 37,694 ) $ ( 94,304 ) $ ( 79,280 )

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

Issuances of common stock on exercises of options

15,000 — 6 — — 6

Issuances of common stock upon vesting of RSUs 103,637 — — — — —

Stock-based compensation expense — — 3,129 — — 3,129

Net loss — — — — ( 54,098 ) ( 54,098 )

Other comprehensive loss — — — ( 127 ) — ( 127 )

BALANCE—June 30, 2025 93,123,239 $ 9 $ 708,562 $ 40 $ ( 542,479 ) $ 166,132

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

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

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

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

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(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Depreciation and amortization 2,332 1,566

Gain on disposal of fixed assets

Non-cash consideration for licensing and collaboration revenue

( 9 ) ( 1,634 )

Change in fair value of equity securities

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Accretion of discounts on investments in marketable securities, net ( 745 ) ( 2,485 )

Impairment charges 12,150 —

Impairment of equity investment

Non-cash lease expense 965 1,048

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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 have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 542.5 million as of June 30, 2025.

During the six months ended June 30, 2025, we incurred a net loss of $ 94.1 million and used $ 65.0 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 $ 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.

Our management expects that existing cash, cash equivalents, and marketable securities of $ 183.9 million as of June 30, 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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the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements;

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 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.

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

Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, estimates related to revenue recognition, impairment of long-lived assets, stock-based compensation expense, and accrued research and development expenses.

Our management evaluates its estimates and assumptions on an ongoing basis using 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.

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Substantially all our cash and cash equivalents are deposited in accounts at four financial institutions, and our account balances exceed federally insured limits.

We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of these financial institutions and issuers.

We mitigate the risks by investing only in high-grade instruments, limiting our exposure to any single issuer, and monitoring the ongoing creditworthiness of these financial institutions and issuers.

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows:

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Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended As of

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

* * 12.3 % 10.4 % * *

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23.3 % 17.9 % 24.8 % 21.1 % * *

* * * * 11.1 % *

37.5 % * 19.9 % * * *

* * * * 10.6 % *

Total 82.6 % 83.5 % 76.4 % 79.5 % 82.3 % 49.3 %

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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 March 31, 2025, or December 31, 2024.

No allowance for credit losses or contract asset impairment was recorded as of June 30, 2025, or December 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

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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 tax 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 and related disclosures.

We are currently evaluating the impact of the adoption of ASU 2023-09.

In November 2024, the FASB issued ASU No.

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Fair Value Measurements and Fair Value of Financial Instruments

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

We generally classify our marketable securities as Level 1 or Level 2.

Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used.

When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models.

These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs including, in approximate order of priority:

benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.

For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable.

Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security valuation on any given day.

We classify fair value-based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value.

This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair value are as follows:

Level 1, quoted market prices (unadjusted) in active markets for identical assets or liabilities;

Level 2, observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data;

and 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, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy.

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 three months ended March 31, 2025, and March 31, 2024.

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

Treasury bills.

Level 2 financial instruments are comprised of commercial paper, corporate debt securities, and U.S.

government agency bonds.

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable.

Level 3 financial instruments consist of the MSKCC success payments liability.

No such transfers occurred during the six months ended June 30, 2025, and June 30, 2024.

Recurring Measurements

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 March 31, 2025

Fair Value Measurements as of June 30, 2025

Total Level 1 Level 2 Level 3

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

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

Treasury bills ($ 3,374 included in cash and cash equivalents)

$ 122,717 $ 122,717 $ — $ —

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Money market fund investments (included in cash and cash equivalents) 15,843 15,843 — —

Corporate debt securities 2,500 — 2,500 —

Commercial paper ($ 5,984 included in cash and cash equivalents)

14,905 — 14,905 —

Total fair value of assets $ 183,948 $ 138,560 $ 45,388 $ —

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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 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)

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

As of June 30, 2025

Treasury bills ($ 3,374 included in cash and cash equivalents)

$ 122,681 $ 61 $ ( 25 ) $ 122,717

2 unchanged sentences

15,843 — — 15,843

Corporate debt securities 2,500 — — 2,500

Commercial paper ($ 5,984 included in cash and cash equivalents)

14,909 — ( 4 ) 14,905

Total cash equivalents and marketable securities $ 183,908 $ 76 $ ( 36 ) $ 183,948

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Marketable securities, short-term 158,747

Marketable securities, long-term 3,987

Total cash equivalents and marketable securities $ 183,948

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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.

We reviewed our impaired marketable securities as of June 30, 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):

March 31, 2025

Due in less than one year $ 179,048

Due in one to five years 3,987

Total $ 183,035

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”) 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.

On May 13, 2025, we provided notice of termination to MSKCC of the MSKCC Agreement, which termination was effective on August 11, 2025, due to the prior discontinuation of the AMpLify phase 1 clinical trial for our CB-012 product candidate, an allogeneic anti-CLL-1 CAR-T cell therapy for the treatment of relapsed or refractory acute myeloid leukemia.

Under the MSKCC Agreement, we had exclusively licensed from MSKCC know-how, biological materials, and related patent families to the single-chain variable fragment (“scFv”) used in our CB-012 product candidate.

As of June 30, 2025, we re-measured the fair value of the MSKCC success payments liability, updating inputs, such as the probability of achieving a multiple of a defined initial share price and the expected term, to reflect the pending termination of the MSKCC Agreement, and we estimated the fair value to be zero.

We recorded a $ 0.5 million and $ 1.8 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 three months ended June 30, 2025, and June 30, 2024, respectively.

We recorded a $ 0.8 million and $ 2.1 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 six months ended June 30, 2025, and June 30, 2024, respectively.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands):

MSKCC Success Payments

Balance at December 31, 2024 $ 785

Balance as of December 31, 2024 $ 785

Change in fair value ( 785 )

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 $ 0.3 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.

Balance as of June 30, 2025 $ —

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 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.

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.

(1) MSKCC was entitled to certain success payments if our common stock fair value increased, 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”).

See Note 4 to the consolidated financial statements included in our Form 10-K for additional information about our now-terminated MSKCC Agreement.

Nonrecurring Measurements

On May 15, 2020, we entered into an Exclusive License Agreement for Veterinary Therapeutics (as amended, “Edge chRDNA License Agreement”) with Edge Animal Health (“Edge”), a related party, private company, under which we granted Edge an exclusive worldwide license to chRDNA intellectual property and know-how in a defined field of veterinary therapeutics.

As consideration for this license agreement, we received 7,500,000 shares of convertible preferred stock (“Edge stock”) with an estimated fair value of $ 7.5 million , which was based on the price per share paid for similar shares by another investor, and which was an arm’s length transaction.

In June 2024, we received 1,623,275 additional shares of convertible preferred stock pursuant to anti-dilution rights of the Edge chRDNA License Agreement with an estimated fair value of $ 1.6 million , based on management’s best estimate and judgment.

We elected to apply the measurement alternative under ASC 321 for an equity security without a readily determinable fair value.

Accordingly, this investment is carried at its cost minus impairment, if any, and is classified within Level 3 of the fair value hierarchy.

If we identify observable price changes in orderly transactions for this investment or a similar investment, we will measure the investment at fair value as of the date that the observable transactions or events occurred.

As part of the preparation of the financial statements for each reporting period, we assess potential indicators of impairment of our Edge stock, which had a total carrying value of $ 9.2 million as of March 31, 2025.

As part of our assessment, we consider Edge’s planned operating cash flow requirements over the next 12 months from the date this form 10-Q is filed, available capital to fund those requirements, and ability to secure additional capital if needed as indicators of impairment.

Based on our assessment in connection with the preparation of the financial statements for the three and six months ended June 30, 2025 , we determined that impairment indicators exist, and the fair value of our Edge stock to be zero.

As a result, we recorded an impairment expense of $ 9.2 million for each of the three- and six-month periods ended June 30, 2025 .

This impairment expense was recorded within “impairment of equity investment” in our unaudited condensed consolidated statements of operations and comprehensive loss and as a reduction to the investment balance within investments in equity securities in our unaudited condensed consolidated balance sheets as of June 30, 2025 .

Significant Agreements

Since December 31, 2024, there have been no material changes to the key terms of our significant agreements.

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

Our significant agreements may include nonrefundable, upfront payments;

Since December 31, 2024, there have been no material changes to the key terms of our ongoing significant agreements.

See Note 4 to the consolidated financial statements included in our Form 10-K for additional information about our ongoing significant agreements.

Our ongoing significant agreements may include nonrefundable, upfront payments;

annual license maintenance fees;

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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 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.

For the three months ended June 30, 2025, and June 30, 2024, we recorded $ 0.4 million and $ 0.3 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 six months ended June 30, 2025, and June 30, 2024, we recorded $ 0.7 million and $ 1.6 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 June 30, 2025, and June 30, 2024, we recorded $ 0.1 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 $ 0.4 million and $ 0.4 million, respectively.

For the six months ended June 30, 2025, and June 30, 2024, we recorded $ 0.3 million and $ 0.4 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 $ 0.6 million and $ 0.5 million, respectively.

As of June 30, 2025, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $ 48.9 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 months ended March 31, 2025, and March 31, 2024 (in thousands):

Three Months Ended March 31,

The following table is a summary of revenue by geographic location for the three and six months ended June 30, 2025, and June 30, 2024 (in thousands):

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

2025 2024 2025 2024

United States $ 1,662 $ 3,444 $ 3,886 $ 5,713

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Total $ 2,667 $ 3,464 $ 5,020 $ 5,893

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.

For the three months ended June 30, 2025, we recognized $ 2.1 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.

For the three months ended June 30, 2024, we recognized $ 2.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.7 million of revenue related to performance obligations satisfied over time.

For the six months ended June 30, 2025, we recognized $ 3.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 1.2 million of revenue related to performance obligations satisfied over time.

For the six months ended June 30, 2024, we recognized $ 4.6 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 1.3 million of revenue related to performance obligations satisfied over time.

Contract Balances

Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration.

Our accounts receivable balances represent amounts that we billed to our licensees with invoices outstanding as of the end of a reporting period.

Our accounts receivable balances represent amounts we billed to our licensees with invoices outstanding as of the end of a reporting period.

Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time.

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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 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.

As of June 30, 2025, and December 31, 2024, our deferred revenue balance primarily resulted from the upfront payment received in 2023 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 three months ended March 31, 2025 (in thousands):

The following table presents changes in our contract assets and liabilities for the six months ended June 30, 2025 (in thousands):

Balance as of

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Deferred revenue, current and long-term $ 6,446 $ 665 $ ( 2,510 ) $ 4,601

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.

For the six months ended June 30, 2025, and June 30, 2024, we recognized $ 1.8 million and $ 1.6 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 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.

The value of transaction prices allocated to remaining unsatisfied performance obligations as of June 30, 2025, and June 30, 2024, were approximately $ 4.6 million and $ 7.4 million, respectively.

We expect to recognize approximately $ 2.8 million of remaining performance obligations as revenue in the next 12 months from June 30, 2025, and to recognize the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Costs

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Prepaid contract manufacturing and clinical costs $ 3,060 $ 3,919

Prepaid insurance 540 889

Other 2,718 2,670

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Property and equipment, net $ 8,179 $ 19,281

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.

Depreciation and amortization expenses related to property and equipment were $ 1.1 million and $ 0.9 million for the three months ended June 30, 2025, and June 30, 2024, respectively.

Depreciation and amortization expenses related to property and equipment were $ 2.3 million and $ 1.6 million for the six months ended June 30, 2025, and June 30, 2024, respectively.

As of June 30, 2025, certain property and equipment assets were deemed impaired.

See Note 13 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information.

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

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Since December 31, 2024, there have been no new related party transactions, except as set forth below.

For further information regarding our related parties, see Note 7 to the consolidated financial statements included in our Form 10-K.

See Note 7 to the consolidated financial statements included in our Form 10-K for additional information about our related parties.

Pfizer Investment

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.

For each of the three-month periods ended June 30, 2025, and June 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 Accounting Standards Codification (“ASC”) Topic 606.

For each of the six-month periods ended June 30, 2025, and June 30, 2024, we recognized $ 1.2 million of revenue from Pfizer.

As of June 30, 2025, there was approximately $ 2.5 million of related party deferred revenue included in current 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

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

Accordingly, we recognized $ 1.6 million as revenue for each of the three- and six-month periods ended June 30, 2024.

We did not recognize any revenue in connection with the Edge chRDNA License Agreement in 2025.

As of June 30, 2025 , our investment in Edge was deemed impaired.

See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information.

Commitments and Contingencies

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We enter into various agreements in the ordinary course of business, such as those with contract manufacturing organizations (“CMOs”), suppliers, clinical research organizations (“CROs”), clinical trial sites, licensors, assignors, and the like.

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.

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 in our unaudited condensed consolidated financial condition, results of operations, or cash flows.

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.

As of June 30, 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 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.

As of June 30, 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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Significant judgment by us is required to determine both probability and the estimated amount.

On April 11, 2023, 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 officers and current and former members of our board of directors, Bergman v.

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 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.

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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.

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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.

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

The plaintiffs in the Consolidated Derivative Action filed an amended complaint on July 7, 2025.

The amended complaint largely tracks the claims from the original complaints, but it also challenges additional disclosures as false or misleading.

The defendants intend to file a motion to dismiss the litigation.

Common stock reserved for future issuances consisted of the following:

March 31, 2025 As of

June 30, 2025 As of

December 31, 2024

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Total common stock reserved for future issuances 26,679,547 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 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, 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.

Shelf Registration Statements

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

Securities and Exchange Commission (“SEC”), which allowed 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 thereof (including the $ 100.0 million of common stock reserved under the 2022 Shelf Registration Statement for our at-the-market equity offering program described below).

The 2022 Shelf Registration Statement was declared effective by the SEC on August 16, 2022, and was scheduled to expire after three years from the date of effectiveness.

On May 8, 2025, in anticipation of the expiration of the 2022 Shelf Registration Statement, we filed a new shelf registration statement on Form S-3 (“2025 Shelf Registration Statement”).

Pursuant to the 2025 Shelf Registration Statement, we may, from time to time, sell up to $ 300.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination thereof (including the $ 100.0 million of common stock reserved under the 2025 Shelf Registration Statement for our at-the-market equity offering program described below).

The 2025 Shelf Registration Statement was declared effective by the SEC on May 14, 2025, and will expire after three years from the date of effectiveness.

Upon effectiveness of the 2025 Shelf Registration Statement, the offering of securities under the 2022 Shelf Registration Statement was deemed terminated.

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.

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) .

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, from time to time, we could have sold and issued shares of our common stock having an aggregate offering price of up to $ 100.0 million in gross proceeds under the 2022 Shelf Registration Statement.

With the effectiveness of the 2025 Shelf Registration Statement, we refreshed our at-the-market program under the ATM Sales Agreement.

We may, from time to time, sell and issue shares of our common stock, through Jefferies as sales agent under the ATM Sales Agreement, having an aggregate offering price of up to $ 100.0 million in gross proceeds under the 2025 Shelf Registration Statement.

We did not sell any shares of our common stock pursuant to the ATM Sales Agreement during each of the three- and six-month periods ended June 30, 2025, under either the 2022 Shelf Registration Statement or the 2025 Shelf Registration Statement.

We did not sell any shares of our common stock under the ATM Sales Agreement during the three months ended June 30, 2024.

During the six months ended June 30, 2024, we sold 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 and the 2022 Shelf Registration Statement 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 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:

As of June 30, 2025, we had 9,430,205 shares available for issuance under the 2021 Plan.

The following table summarizes stock option activity under our equity incentive plans for the six months ended June 30, 2025:

Stock Options Weighted-

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Intrinsic Value (in thousands) (1)

Outstanding at December 31, 2024 10,782,103 $ 7.47 7.7 $ 18

Outstanding as of December 31, 2024 10,782,103 $ 7.47 7.7 $ 18

Options granted 3,365,288 1.43

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Options cancelled or forfeited ( 1,222,557 ) 4.92

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.

Outstanding as of June 30, 2025 12,909,834 $ 6.15 7.0 $ 5

Exercisable as of June 30, 2025 7,054,231 $ 8.06 5.5 $ —

Vested and expected to vest as of June 30, 2025 12,909,834 $ 6.15 7.0 $ 5

(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 as of the end of each reporting period referenced above.

Grant Date Fair Value

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 .

During the three months ended June 30, 2025, and June 30, 2024, we granted 29,400 and 223,450 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $ 0.83 and $ 2.16 , respectively.

During the six months ended June 30, 2025, and June 30, 2024, we granted 3,365,288 and 3,137,177 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $ 1.07 and $ 4.42 , respectively.

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 March 31,

Volatility 86.1 % to 89.7 %

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

2025 2024 2025 2024

Volatility 88.4 %

86.1 % to 89.7 %

Expected term (in years) 5.0 to 6.0

Risk-free interest rate 4.3 % to 4.6 %

75.7 % to 75.9 %

Expected term (in years) 6.0

Risk-free interest rate 4.2 %

4.2 % to 4.6 %

4.0 % to 4.5 %

Expected dividend yield 0.0 % 0.0 % 0.0 %

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 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:

As of June 30, 2025, there was $ 14.9 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.7 years.

Restricted Stock Units (“RSUs”)

During the six months ended June 30, 2025, we granted 1,168,285 RSUs under the 2021 Plan to employees.

A summary of the status of and change in unvested RSUs as of June 30, 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

Unvested, December 31, 2024 1,297,327 $ 5.37

Granted 1,168,285 1.40

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Forfeited ( 459,893 ) 3.31

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.

Unvested, June 30, 2025 1,684,339 $ 3.01

As of June 30, 2025, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 4.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.1 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 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.

We issued 877,027 shares of common stock under the ESPP as of June 30, 2025.

We recorded $ 0.4 million in accrued liabilities related to contributions withheld as of June 30, 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 March 31,

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

2025 2024 2025 2024

Research and development $ 1,298 $ 1,994 $ 3,041 $ 3,610

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Stock options $ 2,645 $ 3,891 $ 5,820 $ 7,379

RSUs 383 690 968 1,118

ESPP 101 157 223 229

Total $ 3,129 $ 4,738 $ 7,011 $ 8,726

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

June 30, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 54,098 ) $ ( 37,697 ) $ ( 94,089 ) $ ( 78,931 )

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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.

Our CODM uses consolidated net loss to evaluate our spending 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,

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

2025 2024 2025 2025

Licensing and collaboration revenue $ 2,667 $ 3,464 $ 5,020 $ 5,893

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General and administrative (2)

8,463 8,644 15,947 20,802

Other segment items (3)

25,130 3,799 29,842 8,195

Other income, net

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$ ( 54,098 ) $ ( 37,697 ) $ ( 94,089 ) $ ( 78,931 )

(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 .

(1) Research and development internal costs for the three months ended June 30, 2025, and June 30, 2024, exclude $ 1.3 million and $ 2.0 million of stock-based compensation expense, respectively, and $ 1.0 million and $ 0.8 million of depreciation and amortization expense, respectively.

Research and development internal costs for the six months ended June 30, 2025, and June 30, 2024, exclude $ 3.0 million and $ 3.6 million of stock-based compensation expense, respectively, and $ 2.1 million and $ 1.4 million of depreciation and amortization expense, respectively.

(2) General and administrative expense for the three months ended June 30, 2025, and June 30, 2024, exclude $ 1.8 million and $ 2.7 million of stock-based compensation expense, respectively, and $ 0.1 million of depreciation and amortization expense for each of the three-month periods ended June 30, 2025, and June 30, 2024.

General and administrative expense for the six months ended June 30, 2025, and June 30, 2024, exclude $ 4.0 million and $ 5.1 million of stock-based compensation expense, respectively, and $ 0.2 million of depreciation and amortization expense for each of the six-month periods ended June 30, 2025, and June 30, 2024.

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

Restructuring Charges

Severance and Wind Down Costs

On April 24, 2025, we announced the discontinuation of preclinical research and two clinical programs:

CB-010, an allogeneic anti-CD19 CAR-T cell therapy being evaluated in patients with lupus in our GALLOP phase 1 trial prior to dosing the first patient, and CB-012, an allogeneic anti-CLL-1 CAR-T cell therapy being evaluated in patients with relapsed or refractory acute myeloid leukemia in our AMpLify phase 1 clinical trial as additional data would be needed to advance this program.

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

As a result, we recorded cash severance costs, benefits, and transition support services expenses of $ 1.8 million for each of the three- and six-month periods ended June 30, 2025, which we recorded as research and development expenses or general and administrative expenses in our unaudited condensed consolidated statements of operations and comprehensive loss.

For each of the three- and six-month periods ended June 30, 2025, we recorded wind down costs of $ 0.3 million as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to the discontinuation of our GALLOP phase 1 clinical trial and AMpLify phase 1 clinical trial.

Impairment Charges

As part of the preparation of the financial statements for each reporting period, we review our long-lived assets for impairment indicators.

As a result of the previously announced strategic pipeline prioritization, we identified certain triggering events, such as significant changes in our current and expected use of leased office and lab space, and lab equipment.

We determined the asset groups based on the lowest level of identifiable cash flows under the our strategic pipeline prioritization and assessed the impairment for each of the asset groups.

We have reduced the usage of our leased office and lab space, and we may sublease the unused space.

The leasehold improvements, right of use assets, and lab equipment related to the leased office and lab space were assessed as a single asset group and determined to not be recoverable.

Accordingly, in connection with the preparation of the financial statements for the three and six months ended June 30, 2025, we concluded that this asset group is impaired.

For asset groups where impairment is triggered, we use discounted cash flow models (an income approach) with Level 3 inputs to estimate the fair values of the asset groups.

The significant assumptions used in the discounted cash flow models include projected sublease income over the remaining lease term, expected downtime prior to the commencement of executed or future subleases, and discount rates that reflect a market participant's assumptions in valuing the asset groups.

As a result, we recognized impairment charges totaling $ 10.0 million for each of the three- and six-month periods ended June 30, 2025, of which $ 7.4 million and $ 2.6 million, respectively, were related to the tenant improvements and right of use asset associated with the underlying leased property.

We also identified certain laboratory equipment that we no longer plan to use.

This asset group, consisting of laboratory equipment that would no longer be used going forward, was also determined to not be recoverable.

As a result, this asset group was deemed impaired, resulting in a $ 2.2 million impairment charge for each of the three- and six-month periods ended June 30, 2025.

The fair value of the lab equipment is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs utilized, such as estimates provided by third-party vendors.

The following table summarizes the restructuring and impairment costs recognized in our unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025:

Severance Related Expenses Wind Down Costs Impairment Charges Total

Research and development $ 1,428 $ 311 $ — $ 1,739

General and administrative 350 — — 350

Impairment charges — — 12,150 12,150

Total $ 1,778 $ 311 $ 12,150 $ 14,239

Our strategic pipeline prioritization was substantially completed in the second quarter of 2025, and we currently do not expect to record additional material charges.

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.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States, which includes significant changes to federal tax law and other regulatory provisions that may impact us.

We are currently evaluating the potential impact of the new legislation, including implications for deferred taxes and related disclosures.

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