Caribou Biosciences, Inc. 10-Q

Item 1. Financial Statements. CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share amounts) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 11,144 $ 16,293 Marketable securities, short-term 136,115 193,244 Accounts receivable 242 265 Contract assets 860 1,158 Other receivables 1,828 1,828 Prepaid expenses and other current assets 5,317 6,589 Total current assets 155,506 219,377 NON-CURRENT ASSETS Investments in equity securities 143 9,276 Marketable securities, long-term 11,953 39,849 Property and equipment, net 7,598 19,281 Operating lease, right of use assets 16,004 20,009 Other assets 3,780 5,521 TOTAL ASSETS $ 194,984 $ 313,313 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 3,804 $ 2,476 Accrued expenses and other current liabilities 19,350 23,620 Operating lease liabilities, current 2,687 1,426 Deferred revenue ($ 1,865 and $ 2,487 from related party as of September 30, 2025, and December 31, 2024, respectively) 2,217 3,129 Total current liabilities 28,058 30,651 LONG-TERM LIABILITIES Deferred revenue, net of current portion ($ 0 and $ 1,243 from related party as of September 30, 2025, and December 31, 2024, respectively) 1,756 3,317 MSKCC success payments liability — 785 Operating lease liabilities, non-current 22,777 25,061 Deferred tax liabilities 548 548 Total liabilities 53,139 60,362 COMMITMENTS AND CONTINGENCIES (Note 8) STOCKHOLDERS’ EQUITY Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized as of September 30, 2025, and December 31, 2024; 93,468,038 and 92,378,577 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively 9 9 Additional paid-in-capital 711,770 701,077 Accumulated other comprehensive income 93 255 Accumulated deficit ( 570,027 ) ( 448,390 ) Total stockholders’ equity 141,845 252,951 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 194,984 $ 313,313 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Tabl e of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (in thousands, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Licensing and collaboration revenue (including $ 622 and $ 1,865 for the three and nine months ended September 30, 2025, respectively, and $ 622 and $ 3,488 for the three and nine months ended September 30, 2024, respectively, from related parties) $ 2,198 $ 2,024 $ 7,218 $ 7,917 Operating expenses: Research and development 22,401 30,421 85,624 99,689 General and administrative 9,197 9,841 29,335 35,969 Impairment charges — — 12,150 — Total operating expenses 31,598 40,262 127,109 135,658 Loss from operations ( 29,400 ) ( 38,238 ) ( 119,891 ) ( 127,741 ) Other income (expense): Impairment of equity investment — — ( 9,158 ) — Change in fair value of the MSKCC success payments liability — ( 164 ) 785 1,934 Other income, net 1,852 3,718 6,627 12,192 Total other income (expense) 1,852 3,554 ( 1,746 ) 14,126 Net loss ( 27,548 ) ( 34,684 ) ( 121,637 ) ( 113,615 ) Other comprehensive income (loss) Net unrealized gain (loss) on available-for-sale marketable securities, net of tax 53 1,108 ( 162 ) 759 Net comprehensive loss $ ( 27,495 ) $ ( 33,576 ) $ ( 121,799 ) $ ( 112,856 ) Net loss per share, basic and diluted $ ( 0.30 ) $ ( 0.38 ) $ ( 1.31 ) $ ( 1.26 ) Weighted-average common shares outstanding, basic and diluted 93,293,099 90,455,900 93,002,678 90,034,799 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Tabl e of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Shares Amount BALANCE—December 31, 2024 92,378,577 $ 9 $ 701,077 $ 255 $ ( 448,390 ) $ 252,951 Issuances of common stock under ESPP 408,282 — 468 — — 468 Issuances of common stock upon vesting of RSUs 217,743 — — — — — Stock-based compensation expense — — 3,882 — — 3,882 Net loss — — — — ( 39,991 ) ( 39,991 ) Other comprehensive loss — — — ( 88 ) — ( 88 ) 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 Issuances of common stock under ESPP 229,114 — 277 — — 277 Issuances of common stock upon vesting of RSUs 115,685 — — — — — Stock-based compensation expense — — 2,931 — — 2,931 Net loss — — — — ( 27,548 ) ( 27,548 ) Other comprehensive income — — — 53 — 53 BALANCE—September 30, 2025 93,468,038 $ 9 $ 711,770 $ 93 $ ( 570,027 ) $ 141,845 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 Issuances of common stock on exercises of options 134,347 — 489 — — 489 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 — — — — — Stock-based compensation expense — — 3,988 — — 3,988 Net loss — — — — ( 41,234 ) ( 41,234 ) Other comprehensive loss — — — ( 352 ) — ( 352 ) 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 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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Tabl e of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Nine Months Ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 121,637 ) $ ( 113,615 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,963 2,743 (Gain) loss on disposal of fixed assets ( 25 ) 4 Non-cash consideration for licensing and collaboration revenue ( 9 ) ( 1,634 ) Change in fair value of equity securities ( 16 ) 116 Stock-based compensation expense 9,942 12,795 Change in fair value of MSKCC success payments liability ( 785 ) ( 1,934 ) Acquired in-process research and development — 1,625 Accretion of discounts on investments in marketable securities, net ( 980 ) ( 3,708 ) Impairment charges 12,150 — Impairment of equity investment 9,158 — Non-cash lease expense 1,422 1,690 Changes in operating assets and liabilities: Accounts receivable 23 ( 36 ) Contract assets 298 628 Other receivables — 603 Prepaid expenses and other current assets 1,272 ( 428 ) Other assets 1,741 ( 3,155 ) Accounts payable 1,335 ( 125 ) Accrued expenses and other current liabilities ( 3,524 ) 4,341 Deferred revenue, current and long-term ( 2,472 ) ( 2,173 ) Operating lease liabilities ( 1,024 ) ( 467 ) Net cash used in operating activities ( 90,168 ) ( 102,730 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of marketable securities 191,042 325,553 Purchases of marketable securities ( 105,199 ) ( 248,889 ) Purchases of property and equipment ( 1,575 ) ( 4,362 ) Payments to acquire in-process research and development — ( 1,625 ) Net cash provided by investing activities 84,268 70,677 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 6 619 Proceeds from issuances of common stock under ESPP 745 913 Proceeds from issuances of common stock related to ATM, net of offering expenses — 11,329 Net cash provided by financing activities 751 12,861 NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 5,149 ) ( 19,192 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD 16,339 51,208 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD $ 11,190 $ 32,016 RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash and cash equivalents $ 11,144 $ 31,970 Restricted cash 46 46 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET $ 11,190 $ 32,016 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Purchases of property and equipment included in accounts payable and accrued expenses $ — $ 373 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Tabl e of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Description of the Business, Organization, and Liquidity Business and Organization Caribou Biosciences, Inc. (“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 , 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 hematologic malignancies. We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have four wholly owned subsidiaries that hold interests in our equity investments and do not have operating activities. Liquidity We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 570.0 million as of September 30, 2025. During the nine months ended September 30, 2025, we incurred a net loss of $ 121.6 million and used $ 90.2 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 $ 159.2 million as of September 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. 2. Summary of Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K (“Form 10-K”). Basis of Presentation and Principles of Consolidation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; 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 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. 5 Tabl e of Contents Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. 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 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: Revenue Revenue Accounts Receivable and Contract Assets Three Months Ended Nine Months Ended As of September 30, 2025 As of December 31, 2024 September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Licensee A 28.5 % 34.9 % 22.2 % 24.2 % 56.5 % 49.3 % Licensee B 28.3 % 30.7 % 25.8 % 23.6 % * * Licensee C * * * 20.5 % * * Licensee D 12.8 % 14.0 % * * * * Licensee E 10.3 % 11.2 % * * * * Licensee F * * 13.9 % * * * Licensee G * * * * 13.7 % * Total 79.9 % 90.8 % 61.9 % 68.3 % 70.2 % 49.3 % *Less than 10% 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, 2025, or December 31, 2024. Recent Accounting Pronouncements Not Yet Adopted 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 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 adoption of ASU 2023-09. 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. In September 2025, the FASB issued ASU No. 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages. This ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2025-06. 6 Tabl e of Contents 3. Fair Value Measurements and Fair Value of Financial Instruments 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 nine months ended September 30, 2025, and September 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 September 30, 2025 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills $ 108,661 $ 108,661 $ — $ — U.S. government agency bonds 28,458 — 28,458 — Commercial paper ($ 1,996 included in cash and cash equivalents) 11,962 — 11,962 — Money market fund investments (included in cash and cash equivalents) 9,148 9,148 — — Corporate debt securities 983 — 983 — Total fair value of assets $ 159,212 $ 117,809 $ 41,403 $ — Fair Value Measurements as of December 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($ 1,293 included in cash and cash equivalents) $ 169,615 $ 169,615 $ — $ — U.S. government agency bonds ($ 1,993 included in cash and cash equivalents) 33,482 — 33,482 — Commercial paper ($ 1,499 included in cash and cash equivalents) 26,283 — 26,283 — Money market fund investments (included in cash and cash equivalents) 11,508 11,508 — — Corporate debt securities 8,498 — 8,498 — Total fair value of assets $ 249,386 $ 181,123 $ 68,263 $ — Liabilities: MSKCC success payments liability $ 785 $ — $ — $ 785 Total fair value of liabilities $ 785 $ — $ — $ 785 7 Tabl e of Contents The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of September 30, 2025, and December 31, 2024, are presented in the following tables (in thousands): As of September 30, 2025 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills $ 108,583 $ 85 $ ( 7 ) $ 108,661 U.S. government agency bonds 28,442 19 ( 3 ) 28,458 Commercial paper ($ 1,996 included in cash and cash equivalents) 11,963 — ( 1 ) 11,962 Money market fund investments (included in cash and cash equivalents) 9,148 — — 9,148 Corporate debt securities 983 — — 983 Total cash equivalents and marketable securities $ 159,119 $ 104 $ ( 11 ) $ 159,212 Classified as: Cash and cash equivalents $ 11,144 Marketable securities, short-term 136,115 Marketable securities, long-term 11,953 Total cash equivalents and marketable securities 159,212 As of December 31, 2024 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury Bills ($ 1,293 included in cash and cash equivalents) $ 169,414 $ 268 $ ( 67 ) $ 169,615 U.S. government agency bonds ($ 1,993 included in cash and cash equivalents) 33,440 53 ( 11 ) 33,482 Commercial paper ($ 1,499 included in cash and cash equivalents) 26,274 11 ( 2 ) 26,283 Money market fund investments (included in cash and cash equivalents) 11,508 — — 11,508 Corporate debt securities 8,495 3 — 8,498 Total cash equivalents and marketable securities $ 249,131 $ 335 $ ( 80 ) $ 249,386 Classified as: Cash and cash equivalents $ 16,293 Marketable securities, short-term 193,244 Marketable securities, long-term 39,849 Total cash equivalents and marketable securities $ 249,386 We reviewed each of our marketable securities as of September 30, 2025, and December 31, 2024, and concluded that any decline in fair value was not related to credit losses and is recoverable. Accordingly, no allowance for credit losses was recorded and the unrealized losses are reported as a component of accumulated other comprehensive income. 8 Tabl e of Contents On May 13, 2025, we provided notice of termination to Memorial Sloan Kettering Cancer Center (“MSKCC”) of the Exclusive License Agreement, dated November 13, 2020, with MSKCC (as amended, “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. The MSKCC success payments liability under the MSKCC Agreement had been carried at fair value and changes were recognized as expense or income as part of other income. During the second quarter of 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. 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 Liability Balance as of December 31, 2024 $ 785 Change in fair value ( 785 ) Balance as of September 30, 2025 $ — 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 Accounting Standards Codification (“ASC”) Topic 321, Investments - Equity Securities (“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. During the second quarter of 2025, we determined that impairment indicators existed, and the fair value of our Edge Stock was zero, as a result, as of June 30, 2025, our Edge Stock was fully impaired and no balance remained. We recorded an impairment expense of $ 9.2 million for the nine months ended September 30, 2025. This i mpairment 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 September 30, 2025. 4. Significant Agreements 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; sublicensing fees; obligations to reimburse for patent prosecution and maintenance fees; success payments; regulatory clinical and commercial milestones; and royalty payments. Our obligation to make such payments is contingent on milestones being achieved, licensed products being commercialized, and the agreements remaining in effect. For the three months ended September 30, 2025, and September 30, 2024, we recorded $ 0.3 million and $ 0.2 million, respectively, as research and development expenses related to our license agreements. For the nine months 9 Tabl e of Contents ended September 30, 2025, and September 30, 2024, we recorded $ 1.0 million and $ 1.8 million, respectively. Patent prosecution and maintenance costs included in general and administrative expenses were $ 0.3 million and $ 0.1 million for the three months ended September 30, 2025, and September 30, 2024, respectively, and $ 0.6 million and $ 0.5 million for the nine months ended September 30, 2025, and September 30, 2024, respectively. These amounts include reimbursements of approximately $ 0.4 million for each of the three-month periods and $ 1.0 million and $ 0.9 million for the nine months ended September 30, 2025, and September 30, 2024, respectively. As of September 30, 2025, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $ 48.9 million. 5. Revenue 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, 2025, and September 30, 2024 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 United States $ 1,821 $ 1,657 $ 5,707 $ 7,370 Rest of world 377 367 1,511 547 Total $ 2,198 $ 2,024 $ 7,218 $ 7,917 For the three months ended September 30, 2025, we recognized $ 1.6 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 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. For the nine months ended September 30, 2025, we recognized $ 5.3 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. For 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. 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 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. Our contract asset balances represent royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period. 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, 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. (“Pfizer”). 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. 10 Tabl e of Contents The following table presents changes in our contract assets and liabilities for the nine months ended September 30, 2025 (in thousands): Balance as of December 31, 2024 Additions Deductions Balance as of September 30, 2025 Accounts receivable $ 265 $ 5,026 $ ( 5,049 ) $ 242 Contract assets: Unbilled accounts receivable $ 1,158 $ 2,421 $ ( 2,719 ) $ 860 Contract liabilities: Deferred revenue, current and long-term $ 6,446 $ 1,210 $ ( 3,683 ) $ 3,973 For the nine months ended September 30, 2025, and September 30, 2024, we recognized $ 2.5 million and $ 2.2 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, 2025, and September 30, 2024, were approximately $ 4.0 million and $ 6.8 million, respectively. We expect to recognize approximately $ 2.2 million of remaining performance obligations as revenue in the next 12 months from September 30, 2025, and to recognize the remainder thereafter. Capitalized Contract Acquisition Costs and Fulfillment Costs We did not incur any expenses to obtain our existing contracts, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period. 6. Balance Sheet Items Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2025 December 31, 2024 Prepaid contract manufacturing and clinical costs $ 1,927 $ 3,919 Other 3,390 2,670 Total $ 5,317 $ 6,589 Property and equipment, net, consisted of the following (in thousands): September 30, 2025 December 31, 2024 Lab equipment $ 15,881 $ 19,054 Leasehold improvements 3,016 11,518 Computer equipment 897 897 Furniture and equipment 697 697 Total property and equipment, gross 20,491 32,166 Less: accumulated depreciation and amortization ( 12,893 ) ( 12,885 ) Property and equipment, net $ 7,598 $ 19,281 11 Tabl e of Contents Depreciation and amortization expenses related to property and equipment were $ 0.6 million and $ 1.1 million for the three months ended September 30, 2025, and September 30, 2024, respectively. Depreciation and amortization expenses related to property and equipment were $ 2.9 million and $ 2.7 million for the nine months ended September 30, 2025, and September 30, 2024, respectively. For the nine months ended September 30, 2025, certain property and equipment assets were deemed impaired as of June 30, 2025. See Note 14 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): September 30, 2025 December 31, 2024 Accrued research and development expenses $ 9,641 $ 12,020 Accrued employee compensation and related expenses 6,515 8,560 Accrued patent expenses 878 769 Accrued expenses related to sublicensing revenues 458 592 Other 1,858 1,679 Total $ 19,350 $ 23,620 7 . Related Party Transactions Since December 31, 2024, there have been no new related party transactions, except as set forth below. See Note 7 to the consolidated financial statements included in our Form 10-K for additional information about our related parties. Pfizer Investment For each of the three-month periods ended September 30, 2025, and 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, Revenue from Contracts with Customers (“ASC 606”). For each of the nine-month periods ended September 30, 2025, and September 30, 2024, we recognized $ 1.9 million of revenue from Pfizer. As of September 30, 2025, there was approximately $ 1.9 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. We did not recognize any revenue in connection with the Edge chRDNA License Agreement in 2025. We did not recognize any revenue for the three months ended September 30, 2024. We recognized $ 1.6 million as revenue for the nine months ended September 30, 2024. As of June 30, 2025, our investment in Edge was deemed impaired, resulting in a zero balance as of September 30, 2025. See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information. 8. Commitments and Contingencies Research, Manufacturing, and License Agreements 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. 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 September 30, 2025, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated. 12 Tabl e of Contents Guarantees and Indemnifications In the ordinary course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. As of September 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. Litigation From time to time, we may become involved in litigation arising in the ordinary course of business. We record a liability for such litigation when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. 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 vispacabtagene regedleucel (“vispa-cel,” formerly CB-010), the clinical results and commercial prospects for vispa-cel, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“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. v. 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. v. 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 (“Consolidated Derivative Action”). The plaintiffs in the Consolidated Derivative Action filed an amended complaint on July 7, 2025. The amended complaint largely tracked the claims from the original complaints, but it also challenged additional disclosures as false or misleading. On August 21, 2025, the defendants filed a motion to dismiss the complaint. On October 16, 2025, the parties filed a stipulation to voluntarily dismiss the lawsuit without prejudice, which the court granted on October 17, 2025. 9. Common Stock Common stock reserved for future issuances consisted of the following: As of September 30, 2025 As of December 31, 2024 Stock options, issued and outstanding 12,707,838 10,782,103 Stock options, authorized for future issuances 8,971,224 7,618,931 Stock available under ESPP 2,426,055 2,139,666 Unvested RSUs 2,229,631 1,297,327 Total common stock reserved for future issuances 26,334,748 21,838,027 13 Tabl e of Contents 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). On May 8, 2025, in anticipation of the expiration of the 2022 Shelf Registration Statement on August 16, 2025, we filed a new shelf registration statement on Form S-3 (“2025 Shelf Registration Statement”), which was declared effective by the SEC on May 14, 2025. Upon the effectiveness of the 2025 Shelf Registration Statement, the offering of securities under the 2022 Shelf Registration Statement was deemed terminated. 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). As of September 30, 2025, we had the full amount available for sale under the 2025 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, 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 nine-month periods ended September 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 September 30, 2024. During the nine months ended September 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). As of September 30, 2025, $ 100.0 million of shares of our common stock remained available for sale under the 2025 Shelf Registration Statement pursuant to the ATM Sales Agreement. 10. Stock-Based Compensation Equity Incentive Plans 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, 2025, we had 8,971,224 shares available for issuance under the 2021 Plan. 14 Tabl e of Contents Stock Options The following table summarizes stock option activity, including performance-based stock options (“PBSOs”), under our equity incentive plans for the nine months ended September 30, 2025: Stock Options and Performance-Based Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding as of December 31, 2024 10,782,103 $ 7.47 7.7 $ 18 Options granted 4,598,353 1.59 Options exercised ( 15,000 ) 0.40 Options cancelled or forfeited ( 2,657,618 ) 6.78 Outstanding as of September 30, 2025 12,707,838 $ 5.50 7.7 $ 3,051 Exercisable as of September 30, 2025 6,250,064 $ 7.76 6.5 $ 214 Vested and expected to vest as of September 30, 2025 12,707,838 $ 5.50 7.7 $ 3,051 (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 of Stock Options During the three months ended September 30, 2025, and September 30, 2024, we granted 140,900 and 391,525 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $ 1.36 and $ 1.49 , respectively. During the nine months ended September 30, 2025, and September 30, 2024, we granted 3,506,188 and 3,528,702 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $ 1.08 and $ 4.09 , 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Volatility 89.0 % 75.8 % 86.1 % to 89.7 % 75.7 % to 75.9 % Expected term (in years) 6.0 6.0 5.0 to 6.0 5.0 to 6.0 Risk-free interest rate 3.9 % 3.7 % to 3.8 % 3.9 % to 4.6 % 3.7 % to 4.5 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % As of September 30, 2025, there was $ 12.6 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. Grant Date Fair Value of PBSOs On July 21, 2025, we granted 1,092,165 PBSOs under the 2021 Plan to each of our officers with a weighted average grant date fair value of $ 1.00 . We estimated the fair value of each PBSO on the grant date using the Black-Scholes option-pricing model based on a volatility of 88.7 %, expected term of 1.9 years, risk-free interest rate of 3.9 %, and expected dividend yield of 0.0 %. Vesting of the PBSOs is conditioned on achievement of certain clinical development milestones during a two-year performance period ending June 30, 2027, and contingent on each executive officer’s continued employment on the vesting dates. As of September 30, 2025 there were 1,092,165 PBSOs outstanding with a weighted average grant date fair value of $ 1.00 . As of September 30, 2025, we have concluded that it is not yet deemed probable, as required by ASC Topic 718 Compensation - Stock Compensation, that the clinical milestones will be achieved, and as such, no stock-based compensation expense has been recorded for PBSOs. As of September 30, 2025, there was $ 1.1 million of unrecognized stock-based compensation expense related to PBSOs, which will be recognized if the awards are deemed to be probable of vesting. 15 Tabl e of Contents Restricted Stock Units (“RSUs”) During the nine months ended September 30, 2025, we granted 1,897,085 RSUs under the 2021 Plan to employees. A summary of the status of and change in unvested RSUs as of September 30, 2025, was as follows: Number of Shares Underlying Outstanding RSUs Weighted-Average Grant Date Fair Value per RSU Unvested, December 31, 2024 1,297,327 $ 5.37 Granted 1,897,085 1.64 Vested ( 437,065 ) 5.22 Forfeited ( 527,716 ) 3.23 Unvested, September 30, 2025 2,229,631 $ 2.73 As of September 30, 2025, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 5.1 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 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 1,106,141 shares of common stock under the ESPP as of September 30, 2025. We recorded $ 0.1 million in accrued liabilities related to contributions withheld as of September 30, 2025. Stock-Based Compensation Expense We recorded stock-based compensation expense related to employee equity-based awards grants as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Research and development $ 1,212 $ 1,638 $ 4,253 $ 5,248 General and administrative 1,719 2,431 5,689 7,547 Total $ 2,931 $ 4,069 $ 9,942 $ 12,795 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, 2025 2024 2025 2024 Stock options $ 2,300 $ 3,530 $ 8,120 $ 10,909 RSUs 511 459 1,479 1,577 ESPP 120 80 343 309 Total $ 2,931 $ 4,069 $ 9,942 $ 12,795 11. Income Taxes No income tax expense was recorded during each of the three- and nine-month periods ended September 30, 2025, and September 30, 2024 due to our operating losses. 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, and do not expect that it will have a material impact on our consolidated financial statements. 16 Tabl e of Contents 12. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Numerator: Net loss $ ( 27,548 ) $ ( 34,684 ) $ ( 121,637 ) $ ( 113,615 ) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 93,293,099 90,455,900 93,002,678 90,034,799 Net loss per share, basic and diluted $ ( 0.30 ) $ ( 0.38 ) $ ( 1.31 ) $ ( 1.26 ) Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of September 30, 2025 As of September 30, 2024 Stock options outstanding 12,707,838 11,611,364 RSUs issued and outstanding 2,229,631 1,259,377 Shares committed under ESPP 356,910 304,434 15,294,379 13,175,175 13. 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 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. 17 Tabl e of Contents 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Licensing and collaboration revenue $ 2,198 $ 2,024 $ 7,218 $ 7,917 Less: Research and development: External costs 12,285 17,090 49,257 59,709 Internal costs (1) 8,364 10,639 29,487 32,321 Total research and development 20,649 27,729 78,744 92,030 General and administrative (2) 7,389 7,284 23,336 28,086 Other segment items (3) (4) 3,560 5,413 33,402 13,608 Other income, net ( 1,852 ) ( 3,718 ) ( 6,627 ) ( 12,192 ) Segment and consolidated net loss $ ( 27,548 ) $ ( 34,684 ) $ ( 121,637 ) $ ( 113,615 ) (1) Research and development internal costs for the three months ended September 30, 2025, and September 30, 2024, exclude $ 1.2 million and $ 1.6 million of stock-based compensation expense, respectively, and $ 0.5 million and $ 1.1 million of depreciation and amortization expense, respectively. Research and development internal costs for the nine months ended September 30, 2025, and September 30, 2024, exclude $ 4.3 million and $ 5.2 million of stock-based compensation expense, respectively, and $ 2.6 million and $ 2.4 million of depreciation and amortization expense, respectively. (2) General and administrative expense for the three months ended September 30, 2025, and September 30, 2024, exclude $ 1.7 million and $ 2.4 million of stock-based compensation expense, respectively, and $ 0.1 million of depreciation and amortization expense for each of the three-month periods ended September 30, 2025, and September 30, 2024. General and administrative expense for the nine months ended September 30, 2025, and September 30, 2024, exclude $ 5.7 million and $ 7.5 million of stock-based compensation expense, respectively, and $ 0.3 million of depreciation and amortization expense for each of the nine-month periods ended September 30, 2025, and September 30, 2024. (3) Other segment items for the three months ended September 30, 2025, include stock-based compensation and depreciation and amortization. Other segment items for the three months ended September 30, 2024, include stock-based compensation, change in fair value of the MSKCC success payments liability, and depreciation and amortization. (4) Other segment items for the nine months ended September 30, 2025, include impairment charges, impairment of equity investment, stock-based compensation, change in fair value of the MSKCC success payments liability, and depreciation and amortization. Other segment items for the nine months ended September 30, 2024, include stock-based compensation, change in fair value of the MSKCC success payments liability, and depreciation and amortization. 18 Tabl e of Contents 14. Restructuring Charges Severance and Wind Down Costs On April 24, 2025, we announced the discontinuation of preclinical research and two clinical programs: vispa-cel, 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 the nine months ended September 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 the nine months ended September 30, 2025, we recorded wind down costs of $ 0.4 million, as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to the discontinuation of our GALLOP and AMpLify phase 1 clinical trials. 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 during the second quarter of 2025, 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 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, for the second quarter of 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 the second quarter of 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 the second quarter of 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 nine months ended September 30, 2025: Severance Related Expenses Wind Down Costs Impairment Charges Total Research and development $ 1,478 $ 438 $ — $ 1,916 General and administrative 360 — — 360 Impairment charges — — 12,150 12,150 Total $ 1,838 $ 438 $ 12,150 $ 14,426 Our strategic pipeline prioritization was substantially completed in the second quarter of 2025, and we currently do not expect to record additional material charges. 19 Tabl e of Contents