What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-07 · 175 added, 86 removed, 393 unchanged (40% of the section changed)

33 unchanged sentences

STOCKHOLDERS’ EQUITY

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

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized as of June 30, 2026, and December 31, 2025;

105,995,653 and 95,143,690 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Additional paid-in-capital 744,044 718,578

8 unchanged sentences

(in thousands, except share and per share amounts)

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)

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

2026 2025 2026 2025

Licensing and other third-party revenue (including zero from a related party for each of the three- and six-month periods ended June 30, 2026, and $ 622 and $ 1,243 from a related party for the three and six months ended June 30, 2025, respectively)

$ 1,499 $ 2,667 $ 3,896 $ 5,020

Operating expenses:

1 unchanged sentence

General and administrative 7,896 10,403 15,962 20,138

Impairment charges

— 12,150 — 12,150

Total operating expenses 26,838 50,245 55,515 95,511

Loss from operations ( 25,339 ) ( 47,578 ) ( 51,619 ) ( 90,491 )

Other income (expense)

Impairment of equity investment

— ( 9,158 ) — ( 9,158 )

Other income, net 1,057 2,638 2,252 5,560

Total other income 1,195 2,922

Total other income (expense) 1,057 ( 6,520 ) 2,252 ( 3,598 )

Net loss ( 24,282 ) ( 54,098 ) ( 49,367 ) ( 94,089 )

24 unchanged sentences

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

Issuances of common stock on exercise of options

9,256 — 12 — — 12

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

9,006,276 1 17,924 — — 17,925

Issuances of common stock upon vesting of RSUs 28,887 — — — — —

Stock-based compensation expense — — 2,477 — — 2,477

Net loss — — — — ( 24,282 ) ( 24,282 )

Other comprehensive loss — — — ( 48 ) — ( 48 )

BALANCE—June 30, 2026 105,995,653 $ 11 $ 744,044 $ ( 71 ) $ ( 645,882 ) $ 98,102

BALANCE—December 31, 2024 92,378,577 $ 9 $ 701,077 $ 255 $ ( 448,390 ) $ 252,951

5 unchanged sentences

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

Issuances of common stock on exercise 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

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

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Depreciation and amortization 1,274 2,332

Gain on disposal of fixed assets

Non-cash consideration for licensing and other third-party revenue

Change in fair value of equity securities

2 unchanged sentences

Accretion of discounts on investments in marketable securities, net ( 313 ) ( 745 )

Impairment charges

Impairment of equity investment

Non-cash lease expense 636 965

11 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of marketable securities

Proceeds from sales and maturities of marketable securities

85,587 122,628

7 unchanged sentences

Net cash provided by financing activities 20,632 474

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

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 13,788 8,908

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

16 unchanged sentences

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.

Our allogeneic, or off-the-shelf, chimeric antigen receptor (“CAR”)-T (“CAR-T”) cell therapy product 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.

1 unchanged sentence

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 $ 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 have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 645.9 million as of June 30, 2026.

During the six months ended June 30, 2026, we incurred a net loss of $ 49.4 million and used $ 49.8 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 $ 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.

Our management expects that existing cash, cash equivalents, and marketable securities of $ 113.8 million as of June 30, 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 with the Securities and Exchange Commission (“SEC”).

Summary of Significant Accounting Policies

10 unchanged sentences

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, 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, impairment of long-lived assets, impairment of equity investment, 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.

1 unchanged sentence

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.

Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents and investments in marketable 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.

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

Accounts Receivable and

Contract Assets

Third parties that represent 10% or more of our revenue were as follows:

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

41.5 % 23.3 % 31.9 % 24.8 %

1 unchanged sentence

* 37.5 % * 19.9 %

* * 15.8 % 12.3 %

Total 88.2 % 82.6 % 72.4 % 76.4 %

1 unchanged sentence

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

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

No allowance for credit losses or contract asset impairment was recorded as of June 30, 2026, or December 31, 2025.

Recent Accounting Pronouncements Not Yet Adopted

3 unchanged sentences

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.

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.

21 unchanged sentences

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

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

No such transfers occurred during the six months ended June 30, 2026, and June 30, 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 March 31, 2026

Fair Value Measurements as of June 30, 2026

Total Level 1 Level 2 Level 3

1 unchanged sentence

government agency bonds 25,680 — 25,680 —

Commercial paper ($ 11,964 included in cash and cash equivalents)

20,563 20,563 —

Money market fund investments (included in cash and cash equivalents) 14,230 14,230 —

Corporate debt securities 5,607 — 5,607 —

Commercial paper 6,982 — 6,982 —

Total fair value of assets $ 113,818 $ 61,968 $ 51,850 $ —

10 unchanged sentences

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

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

The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of June 30, 2026, and December 31, 2025, are presented in the following tables (in thousands):

As of June 30, 2026

Treasury bills $ 47,766 $ 4 $ ( 32 ) $ 47,738

government agency bonds 25,711 — ( 31 ) 25,680

Commercial paper ($ 11,964 included in cash and cash equivalents)

20,566 — ( 3 ) 20,563

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

1 unchanged sentence

Corporate debt securities 5,615 — ( 8 ) 5,607

Commercial paper 6,983 — ( 1 ) 6,982

Total cash equivalents and marketable securities $ 113,888 $ 4 $ ( 74 ) $ 113,818

21 unchanged sentences

Total cash equivalents and marketable securities $ 142,845

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.

We reviewed each of our marketable securities as of June 30, 2026, and December 31, 2025, and concluded that any decline in fair value was not related to credit losses and was recoverable.

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

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 our Cas9 and Cas12a 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 our financial statements for the second quarter of 2025, we assessed potential indicators of impairment of our Edge Stock.

As part of our assessment, we considered Edge’s planned operating cash flow requirements, 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 as “impairment of equity investment” in our unaudited condensed consolidated statements of operations and comprehensive loss for each of the three- and six-month periods ended June 30, 2025.

Significant Agreements

9 unchanged sentences

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

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.

As of June 30, 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 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,

The following table is a summary of revenue by geographic location for the three and six months ended June 30, 2026, and June 30, 2025 (in thousands):

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

2026 2025 2026 2025

United States $ 1,492 $ 1,662 $ 3,750 $ 3,886

1 unchanged sentence

Total $ 1,499 $ 2,667 $ 3,896 $ 5,020

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.

For the three months ended June 30, 2026, we recognized $ 0.9 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.6 million of revenue related to performance obligations satisfied over time.

For the three months ended June 30, 2025, we recognized $ 2.1 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.6 million of revenue related to performance obligations satisfied over time.

For the six months ended June 30, 2026, we recognized $ 2.7 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 1.2 million of revenue related to performance obligations satisfied over time.

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

Contract Balances

4 unchanged sentences

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.

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

As of June 30, 2026, and December 31, 2025, our deferred revenue balance primarily relates to upfront payments received under licensing and other third-party revenue agreements that also include nonrefundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time when annual license fees are paid by the licensees and the renewal periods begin.

The following table presents changes in our contract assets and liabilities for the six months ended June 30, 2026 (in thousands):

Balance as of

6 unchanged sentences

Deferred revenue, current and long-term $ 3,647 $ 675 $ ( 2,530 ) $ 1,792

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.

For the six months ended June 30, 2026, and June 30, 2025, we recognized $ 1.9 million and $ 1.8 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods.

Transaction Prices Allocated to Remaining Performance Obligations

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

The value of transaction prices allocated to remaining unsatisfied performance obligations as of March 31, 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.

The value of transaction prices allocated to remaining unsatisfied performance obligations as of June 30, 2026, and December 31, 2025, was approximately $ 1.8 million and $ 3.6 million, respectively.

We expect to recognize approximately $ 0.4 million of remaining performance obligations as revenue in the next 12 months from June 30, 2026, and to recognize the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Costs

11 unchanged sentences

Property and equipment, net $ 5,499 $ 6,760

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.

Depreciation and amortization expenses related to property and equipment were $ 0.7 million and $ 1.1 million for the three months ended June 30, 2026, and June 30, 2025, respectively.

Depreciation and amortization expenses related to property and equipment were $ 1.3 million and $ 2.3 million for the six months ended June 30, 2026, and June 30, 2025, respectively.

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

2 unchanged sentences

Accrued employee compensation and related expenses 5,378 7,745

Accrued expenses related to sublicensing revenues

Accrued patent expenses 848 873

Other 1,699 2,681

1 unchanged sentence

Related Party Transactions

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

Since December 31, 2025, there have been no 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

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”).

For the three and six months ended June 30, 2025, we recognized $ 0.6 million and $ 1.2 million of revenue, respectively, from our Information Rights Agreement with Pfizer, dated June 29, 2023, which agreement expired on June 29, 2026, 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”).

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

Edge Animal Health

As of June 30, 2025 , our investment in Edge was deemed fully impaired and no balance remained.

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

Commitments and Contingencies

3 unchanged sentences

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

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

As of June 30, 2026, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated.

Guarantees and Indemnifications

1 unchanged sentence

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

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.

As of June 30, 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.

1 unchanged sentence

Significant judgment by us is required to determine both probability and the estimated amount.

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

March 31, 2026 As of

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

June 30, 2026 As of

December 31, 2025

Stock options, issued and outstanding 15,794,333 12,511,072

Shares of common stock, authorized for future issuances

Shares available for future issuances under the 2021 Equity Incentive Plan

9,524,119 9,192,963

Shares committed under ESPP

Shares available for future issuances under the Employee Stock Purchase Plan

3,029,080 2,426,055

Unvested RSUs

Unvested restricted stock units

2,897,493 2,173,234

3 unchanged sentences

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 March 31, 2026, we had $ 293.4 million available for sale under the 2025 Shelf Registration Statement.

As of June 30, 2026, we had $ 275.2 million available for sale under the 2025 Shelf Registration Statement.

At-the-Market Equity Offering Program

2 unchanged sentences

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.

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.

During the three months ended June 30, 2026, we sold 9,006,276 shares of our common stock at an average price of $ 2.03 per share, in accordance with the ATM Sales Agreement and the 2025 Shelf Registration Statement, for aggregate gross proceeds of $ 18.3 million ($ 17.9 million net of offering expenses).

During the six months ended June 30, 2026, we sold 10,085,044 shares of our common stock at an average price of $ 2.04 per share, in accordance with the ATM Sales Agreement and the 2025 Shelf Registration Statement, for aggregate gross proceeds of $ 20.5 million ($ 20.1 million net of offering expenses).

We did not sell any shares of our common stock under the ATM Sales Agreement during each of the three- and six-month periods ended June 30, 2025.

As of June 30, 2026, $ 75.2 million of shares of our common stock remained available for sale under the ATM Sales Agreement.

Stock-Based Compensation

1 unchanged sentence

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

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

As of June 30, 2026, we had 9,524,119 shares available for future issuances 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 three months ended March 31, 2026:

The following table summarizes stock option activity, including performance-based stock options (“PBSOs”), under our equity incentive plans during the six months ended June 30, 2026:

Stock Options and PBSOs

6 unchanged sentences

Options cancelled or forfeited ( 174,210 ) 3.49

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

Outstanding as of June 30, 2026 15,794,333 $ 4.70 7.6 $ 913

Exercisable as of June 30, 2026 8,359,997 $ 6.66 6.5 $ 375

Vested and expected to vest as of June 30, 2026 15,794,333 $ 4.70 7.6 $ 913

(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 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.

During the three months ended June 30, 2026, we did not grant any stock options.

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

During the six months ended June 30, 2026, and June 30, 2025, we granted 3,472,927 and 3,365,288 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 March 31,

Volatility 89.9 % to 90.6 %

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

2026 2025 2026 2025

Volatility — 88.4 %

89.9 % to 90.6 %

Expected term (in years) 5.0 to 6.0

Risk-free interest rate 3.7 % to 3.8 %

86.1 % to 89.7 %

Expected term (in years) — 6.0

Risk-free interest rate — 4.2 %

3.7 % to 3.8 %

4.2 % to 4.6 %

Expected dividend yield — 0.0 % 0.0 %

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.

As of June 30, 2026, there was $ 11.5 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.6 years.

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 .

On July 21, 2025, we granted a total of 1,092,165 PBSOs under the 2021 Plan to 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 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.

As of June 30, 2026, there were 1,092,165 PBSOs outstanding with a weighted average grant date fair value of $ 1.00 .

As of June 30, 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 June 30, 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 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:

During the six months ended June 30, 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 June 30, 2026, was as follows:

Number of Shares Underlying Outstanding RSUs

4 unchanged sentences

Forfeited ( 93,288 ) 1.78

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.

Unvested, June 30, 2026 2,897,493 $ 2.28

As of June 30, 2026, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 5.4 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 1,454,552 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.

We issued 1,454,552 shares of common stock under the ESPP as of June 30, 2026.

We recorded $ 0.3 million in accrued liabilities related to contributions withheld as of June 30, 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 March 31,

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

2026 2025 2026 2025

Research and development $ 1,142 $ 1,298 $ 2,267 $ 3,041

2 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Stock options $ 1,779 $ 2,645 $ 3,445 $ 5,820

RSUs 604 383 1,178 968

ESPP 94 101 211 223

Total $ 2,477 $ 3,129 $ 4,834 $ 7,011

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

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net loss $ ( 24,282 ) $ ( 54,098 ) $ ( 49,367 ) $ ( 94,089 )

6 unchanged sentences

2,897,493 1,684,339

Shares committed under ESPP 324,132 509,727

ESPP shares pending purchase

324,132 509,727

19,015,958 15,103,900

Segment Information

8 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Licensing and other third-party revenue $ 1,499 $ 2,667 $ 3,896 $ 5,020

3 unchanged sentences

Internal costs (1)

7,641 10,246 15,820 21,123

Total research and development

1 unchanged sentence

General and administrative (2)

6,530 8,463 13,332 15,947

Other segment items (3)(4)

3,101 25,581 6,107 30,627

Other income, net

2 unchanged sentences

$ ( 24,282 ) $ ( 54,098 ) $ ( 49,367 ) $ ( 94,089 )

(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.

(1) Research and development internal costs for the three months ended June 30, 2026, and June 30, 2025, exclude $ 1.1 million and $ 1.3 million of stock-based compensation expense, respectively, and $ 0.6 million and $ 1.0 million of depreciation and amortization expenses, respectively.

Research and development internal costs for the six months ended June 30, 2026, and June 30, 2025, exclude $ 2.3 million and $ 3.0 million of stock-based compensation expense, respectively, and $ 1.2 million and $ 2.1 million of depreciation and amortization expenses, respectively.

(2) General and administrative expenses for the three months ended June 30, 2026, and June 30, 2025, excludes $ 1.3 million and $ 1.8 million of stock-based compensation expense, respectively, and less than $ 0.1 million and $ 0.1 million of depreciation and amortization expenses, respectively.

General and administrative expenses for the six months ended June 30, 2026, and June 30, 2025, excludes $ 2.6 million and $ 4.0 million of stock-based compensation expense, respectively, and $ 0.1 million and $ 0.2 million of depreciation and amortization expenses, respectively.

(3) Other segment items for the three and six months ended June 30, 2026, include stock-based compensation and depreciation and amortization.

(4) Other segment items for the three and six months ended June 30, 2025, include impairment charges, impairment of equity investment, stock-based compensation, and depreciation and amortization.

Restructuring Charge

Severance and Wind Down Costs

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

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

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

For each of the three- and six-month periods ended June 30, 2025, we recorded wind down costs of $ 0.4 million, as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to the discontinuation of our preclinical research and two clinical programs.

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 under one or both of our leases.

The leasehold improvements, right of use assets, and lab equipment related to the leased office and lab spaces 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 was triggered, we used 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 included projected sublease income over the remaining lease terms, expected downtime prior to the commencement of executed or future subleases, and discount rates that reflected 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 properties.

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 three and six months ended June 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.

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