What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-12 · 113 added, 311 removed, 366 unchanged (54% of the section changed)

4 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

2026 December 31,

8 unchanged sentences

NON-CURRENT ASSETS

Investments in equity securities 143 9,276

Marketable securities, long-term 1,001 3,505

8 unchanged sentences

Operating lease liabilities, current

Deferred revenue ($ 1,865 and $ 2,487 from related party as of September 30, 2025, and December 31, 2024, respectively)

Deferred revenue

Total current liabilities 19,673 25,414

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)

MSKCC success payments liability — 785

Deferred revenue, net of current portion

Operating lease liabilities, non-current

25,659 26,026

Deferred tax liabilities 548 548

Total liabilities 46,980 53,192

1 unchanged sentence

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

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized as of March 31, 2026, and December 31, 2025;

96,951,234 and 95,143,690 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

Additional paid-in-capital 723,631 718,578

Accumulated other comprehensive income 93 255

Accumulated other comprehensive (loss) income ( 23 ) 103

Accumulated deficit ( 621,600 ) ( 596,515 )

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

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CARIBOU BIOSCIENCES, INC.

2 unchanged sentences

(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)

Three Months Ended March 31,

Licensing and other third-party revenue (including zero and $ 622 from a related party for the three months ended March 31, 2026, and March 31, 2025, respectively)

$ 2,397 $ 2,353

2 unchanged sentences

General and administrative 8,066 9,735

Impairment charges

Total operating expenses 28,677 45,266

Loss from operations ( 26,280 ) ( 42,913 )

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 1,195 2,922

Total other income (expense)

1,852 3,554 ( 1,746 ) 14,126

Total other income 1,195 2,922

Net loss ( 25,085 ) ( 39,991 )

Other comprehensive income (loss)

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

53 1,108 ( 162 ) 759

Other comprehensive loss

Net unrealized loss on available-for-sale marketable securities, net of tax ( 126 ) ( 88 )

Net comprehensive loss $ ( 25,211 ) $ ( 40,079 )

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

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CARIBOU BIOSCIENCES, INC.

8 unchanged sentences

Issuances of common stock under ESPP 348,411 — 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

Issuances of common stock on exercise of options

6,200 — 9 — — 9

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

1,078,768 1 2,219 — — 2,220

Issuances of common stock upon vesting of RSUs 374,165 — — — — —

2 unchanged sentences

Other comprehensive loss — — — ( 126 ) — ( 126 )

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—March 31, 2026 96,951,234 $ 10 $ 723,631 $ ( 23 ) $ ( 621,600 ) $ 102,018

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 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 217,743 — — — — —

3 unchanged sentences

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

Issuances of common stock under ESPP 400 — 2 — — 2

Issuances of common stock on exercises of options 47,870 — 129 — — 129

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

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

Other comprehensive income — — — 3 — 3

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

Issuances of common stock under ESPP 138,743 — 246 — — 246

Issuances of common stock upon vesting of RSUs

51,173 — — — — —

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

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

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

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

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

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CARIBOU BIOSCIENCES, INC.

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(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Depreciation and amortization 649 1,165

(Gain) loss on disposal of fixed assets

Non-cash consideration for licensing and collaboration revenue

( 9 ) ( 1,634 )

Change in fair value of equity securities

Stock-based compensation expense 2,357 3,882

Change in fair value of MSKCC success payments liability ( 785 ) ( 1,934 )

Acquired in-process research and development — 1,625

Change in fair value of success payments liability

Accretion of discounts on investments in marketable securities, net ( 269 ) ( 452 )

Impairment charges 12,150 —

Impairment of equity investment

Non-cash lease expense 315 490

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Purchases of property and equipment ( 72 ) ( 1,042 )

Payments to acquire in-process research and development — ( 1,625 )

Net cash provided by investing activities 23,985 49,381

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Net cash provided by financing activities 2,696 468

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 5,149 ) ( 19,192 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 303 ) 13,124

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD 12,406 16,339

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

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CARIBOU BIOSCIENCES, INC.

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

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

Our genome-editing platform is based on our novel chRDNA ( C RISPR h ybrid R NA- DNA , pronounced “chardonnay”) technology, which 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.

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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 $ 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 have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 621.6 million as of March 31, 2026.

During the three months ended March 31, 2026, we incurred a net loss of $ 25.1 million and used $ 27.0 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 CAR-T cell therapy 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.

Our management expects that existing cash, cash equivalents, and marketable securities of $ 118.6 million as of March 31, 2026, 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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All intercompany accounts and transactions are eliminated in consolidation.

Certain prior period amounts in our consolidated financial statements have been reclassified to conform to current period presentation.

Use of Estimates

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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.

Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, estimates related to revenue recognition, 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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Concentrations of Credit Risk and Other Uncertainties

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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:

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

Accounts Receivable and

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Three Months Ended

Nine Months Ended As of

September 30,

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

28.5 % 34.9 % 22.2 % 24.2 % 56.5 % 49.3 %

28.3 % 30.7 % 25.8 % 23.6 % * *

* * * 20.5 % * *

12.8 % 14.0 % * * * *

March 31, 2026 March 31, 2025

25.9 % 26.4 % * *

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

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

No allowance for credit losses or contract asset impairment was recorded as of March 31, 2026, or December 31, 2025.

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.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

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

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We are currently evaluating the impact of the adoption of ASU 2025-06.

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In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments in ASU 2025-11 provide clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual financial reporting period.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-11.

Fair Value Measurements and Fair Value of Financial Instruments

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

No such transfers occurred during the nine months ended September 30, 2025, and September 30, 2024.

No such transfers occurred during the three months ended March 31, 2026, and March 31, 2025.

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

Fair Value Measurements as of March 31, 2026

Total Level 1 Level 2 Level 3

Treasury bills $ 63,405 $ 63,405 $ — $ —

$ 108,661 $ 108,661 $ — $ —

government agency bonds 28,498 — 28,498 —

Commercial paper ($ 1,996 included in cash and cash equivalents)

11,962 — 11,962 —

Money market fund investments (included in cash and cash equivalents) 12,057 12,057 — —

Corporate debt securities 7,685 — 7,685 —

Commercial paper 6,982 — 6,982 —

Total fair value of assets $ 118,627 $ 75,462 $ 43,165 $ —

1 unchanged sentence

Total Level 1 Level 2 Level 3

Treasury bills ($ 1,293 included in cash and cash equivalents)

$ 169,615 $ 169,615 $ — $ —

government agency bonds ($ 1,993 included in cash and cash equivalents)

Treasury bills

$ 86,964 $ 86,964 $ — $ —

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

government agency bonds

28,717 — 28,717 —

Money market fund investments (included in cash and cash equivalents) 11,361 11,361 — —

11,508 11,508 — —

Corporate debt securities 8,663 — 8,663 —

Commercial paper ($ 999 included in cash and cash equivalents)

7,140 — 7,140 —

Total fair value of assets $ 142,845 $ 98,325 $ 44,520 $ —

MSKCC success payments liability $ 785 $ — $ — $ 785

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

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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

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

As of March 31, 2026

Treasury bills $ 63,404 $ 18 $ ( 17 ) $ 63,405

$ 108,583 $ 85 $ ( 7 ) $ 108,661

government agency bonds 28,512 1 ( 15 ) 28,498

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)

1 unchanged sentence

Corporate debt securities 7,695 — ( 10 ) 7,685

Commercial paper 6,983 — ( 1 ) 6,982

Total cash equivalents and marketable securities $ 118,651 $ 19 $ ( 43 ) $ 118,627

5 unchanged sentences

As of December 31, 2025

Treasury Bills ($ 1,293 included in cash and cash equivalents)

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

government agency bonds ($ 1,993 included in cash and cash equivalents)

Treasury bills

$ 86,872 $ 92 $ — $ 86,964

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

government agency bonds

28,707 12 ( 2 ) 28,717

3 unchanged sentences

8,663 2 ( 2 ) 8,663

Commercial paper ($ 999 included in cash and cash equivalents)

7,139 1 — 7,140

Total cash equivalents and marketable securities $ 142,742 $ 107 $ ( 4 ) $ 142,845

4 unchanged sentences

Total cash equivalents and marketable securities $ 142,845

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.

We reviewed each of our marketable securities as of March 31, 2026, and December 31, 2025, 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.

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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

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.

Significant Agreements

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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

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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.

For each of the three-month periods ended March 31, 2026, and March 31, 2025, we recorded $ 0.3 million as research and development expenses related to our license agreements.

Patent prosecution and maintenance costs included in general and administrative expenses were $ 0.1 million and $ 0.2 million for the three months ended March 31, 2026, and March 31, 2025, respectively.

These amounts include reimbursements of approximately $ 0.3 million and $0.2 million for the three months ended March 31, 2026, and March 31, 2025, respectively.

As of March 31, 2026, 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 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

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

The following table is a summary of revenue by geographic location for the three months ended March 31, 2026, and March 31, 2025 (in thousands):

Three Months Ended March 31,

United States $ 2,257 $ 2,224

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Total $ 2,397 $ 2,353

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.

For each of the three-month periods ended March 31, 2026, and March 31, 2025, we recognized $ 1.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.6 million of revenue related to performance obligations satisfied over time.

Contract Balances

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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.

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

As of March 31, 2026, and December 31, 2025, 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.

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

The following table presents changes in our contract assets and liabilities for the three months ended March 31, 2026 (in thousands):

Balance as of

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Balance as of

September 30,

Accounts receivable $ 69 $ 1,709 $ ( 1,551 ) $ 227

3 unchanged sentences

Deferred revenue, current and long-term $ 3,647 $ 676 $ ( 1,681 ) $ 2,642

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.

For each of the three-month periods ended March 31, 2026, and March 31, 2025, we recognized $ 1.0 million of revenue, 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.

The value of transaction prices allocated to remaining unsatisfied performance obligations as of March 31, 2026, and December 31, 2025, were approximately $ 2.6 million and $ 3.6 million, respectively.

We expect to recognize approximately $ 1.0 million of remaining performance obligations as revenue in the next 12 months from March 31, 2026, and to recognize the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Costs

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Balance Sheet Items

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

September 30,

2025 December 31,

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,

2026 December 31,

6 unchanged sentences

Property and equipment, net $ 6,123 $ 6,760

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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.

Depreciation and amortization expenses related to property and equipment were $ 0.6 million and $ 1.2 million for the three months ended March 31, 2026, and March 31, 2025, respectively.

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

September 30,

2026 December 31,

1 unchanged sentence

Accrued employee compensation and related expenses 3,712 7,745

Accrued patent expenses 878 769

Accrued expenses related to sublicensing revenues

Accrued patent expenses 848 873

Other 732 816

1 unchanged sentence

Related Party Transactions

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

Since December 31, 2025, there have been no new related party transactions.

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.

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, Revenue from Contracts with Customers (“ASC 606”).

Pfizer ceased to be a related party as of December 31, 2025.

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.

We enter into various agreements in the ordinary course of business, such as those with contract manufacturing organizations (“CMOs”), suppliers, contract 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.

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As of March 31, 2026, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated.

Guarantees and Indemnifications

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

As of September 30, 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 March 31, 2026, and December 31, 2025, 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 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.

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

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

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

Braunstein, et al.

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

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

Derivative Litigation , lead case number 4:25-cv-02199 (“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.

Common stock reserved for future issuances consisted of the following:

September 30, 2025 As of

Shares of our c ommon stock reserved for future issuances consisted of the following:

March 31, 2026 As of

December 31, 2025

Stock options, issued and outstanding 15,895,762 12,511,072

Stock options, authorized for future issuances

Shares of common stock, authorized for future issuances

9,338,658 9,192,963

Stock available under ESPP

Shares committed under ESPP

3,029,080 2,426,055

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3,019,668 2,173,234

Total common stock reserved for future issuances 26,334,748 21,838,027

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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.

Total shares of common stock reserved for future issuances 31,283,168 26,303,324

Shelf Registration Statement

On May 8, 2025, we filed a shelf registration statement on Form S-3 (“2025 Shelf Registration Statement”), which was declared effective by the SEC on May 14, 2025.

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.

As of March 31, 2026, we had $ 293.4 million 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.

On August 9, 2022, we entered into an at-the-market Open Market Sale Agreement SM (“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”) in connection with a prior shelf registration statement.

With the effectiveness of the 2025 Shelf Registration Statement, we refreshed our at-the-market equity offering 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.

During the three months ended March 31, 2026, we sold 1,078,768 shares of our common stock at an average price of $ 2.11 per share, in accordance with the ATM Sales Agreement and the 2025 Shelf Registration Statement, for aggregate gross proceeds of $ 2.3 million ($ 2.2 million net of offering expenses).

We did not sell any shares of our common stock under the ATM Sales Agreement during the three months ended March 31, 2025.

As of March 31, 2026, $ 93.4 million of shares of our common stock remained available for sale under the 2025 Shelf Registration Statement pursuant to the ATM Sales Agreement.

Stock-Based Compensation

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

As of September 30, 2025, we had 8,971,224 shares available for issuance under the 2021 Plan.

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As of March 31, 2026, we had 9,338,658 shares available for issuance under the 2021 Plan.

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

The following table summarizes stock option activity, including performance-based stock options (“PBSOs”), under our equity incentive plans for the three months ended March 31, 2026:

Stock Options and PBSOs

Exercise Price Weighted-

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Options cancelled or forfeited ( 82,037 ) 5.39

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

Outstanding as of March 31, 2026 15,895,762 $ 4.68 7.9 $ 1,703

Exercisable as of March 31, 2026 7,606,050 $ 6.98 6.6 $ 475

Vested and expected to vest as of March 31, 2026 15,895,762 $ 4.68 7.9 $ 1,703

(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.

During the three months ended March 31, 2026, and March 31, 2025, we granted 3,472,927 and 3,335,888 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $ 1.36 and $ 1.07 , 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 %

86.1 % to 89.7 %

75.7 % to 75.9 %

Expected term (in years) 6.0

Risk-free interest rate 3.9 %

3.7 % to 3.8 %

Three Months Ended March 31,

Volatility 89.9 % to 90.6 %

86.1 % to 89.7 %

Expected term (in years) 5.0 to 6.0

Risk-free interest rate 3.7 % to 3.8 %

4.3 % to 4.6 %

Expected dividend yield 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.

As of March 31, 2026, there was $ 13.4 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.

Grant Date Fair Value of PBSOs

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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.

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As of March 31, 2026, there were 1,092,165 PBSOs outstanding with a weighted average grant date fair value of $ 1.00 .

As of March 31, 2026, 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 March 31, 2026, 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.

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:

During the three months ended March 31, 2026, we granted 1,220,599 RSUs under the 2021 Plan to employees.

A summary of the status of and change in unvested RSUs as of March 31, 2026, was as follows:

Number of Shares Underlying Outstanding RSUs

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Forfeited — —

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.

Unvested, March 31, 2026 3,019,668 $ 2.27

As of March 31, 2026, 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 2.9 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.

We issued 1,454,552 shares of common stock under the ESPP as of March 31, 2026.

We recorded $ 0.1 million in accrued liabilities related to contributions withheld as of March 31, 2026.

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

Three Months Ended March 31,

Research and development $ 1,125 $ 1,743

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Stock options $ 1,666 $ 3,175

RSUs 511 459 1,479 1,577

ESPP 120 80 343 309

Total $ 2,357 $ 3,882

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.

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No income tax expense was recorded during each of the three-month periods ended March 31, 2026, and March 31, 2025 due to our operating losses.

Net Loss Per Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net loss $ ( 25,085 ) $ ( 39,991 )

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

September 30,

Stock options outstanding 15,895,762 14,022,265

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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.

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

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

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

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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.

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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

Three Months Ended March 31,

Licensing and other third-party revenue $ 2,397 $ 2,353

Research and development:

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Internal costs (1)

8,364 10,639 29,487 32,321

Total research and development

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General and administrative (2)

7,389 7,284 23,336 28,086

Other segment items (3)

3,560 5,413 33,402 13,608

Other income, net

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$ ( 25,085 ) $ ( 39,991 )

(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.

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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.

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(1) Research and development internal costs for the three months ended March 31, 2026, and March 31, 2025, exclude $ 1.1 million and $ 1.7 million of stock-based compensation expense, respectively, and $ 0.6 million and $ 1.1 million of depreciation and amortization expense, respectively.

(2) General and administrative expense for the three months ended March 31, 2026, and March 31, 2025, exclude $ 1.2 million and $ 2.1 million of stock-based compensation expense, respectively, and less than $ 0.1 million and $ 0.1 million of depreciation and amortization expense, respectively.

(3) Other segment items for the three-month periods ended March 31, 2026, and March 31, 2025, include stock-based compensation and depreciation and amortization.

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