What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-07 · 142 added, 82 removed, 200 unchanged (53% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included in Part I, Item 1, of this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (“Form 10-Q”) and with the audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K (“Form 10-K”) filed with the U.S.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included in Part I, Item 1, of this Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (“Form 10-Q”) and with the audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K (“Form 10-K”) filed with the U.S.

Securities and Exchange Commission (“SEC”) on March 5, 2026.

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expectations regarding the safety, efficacy, and potential advantages of our CAR-T cell therapy product candidates;

expectations about our future regulatory filings and interactions with regulatory authorities, including expectations about our phase 3 pivotal trial design for vispa-cel;

expectations about our future regulatory filings and interactions with regulatory authorities, including expectations about ANTLER-3, our planned pivotal phase 3 clinical trial for vispacabtagene regedleucel (“vispa-cel,” formerly CB-010);

our results of operations and financial position;

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

• Vispacabtagene regedleucel (“vispa-cel,” formerly CB-010):

an allogeneic anti-CD19 CAR-T cell therapy that has been evaluated in patients with relapsed or refractory B cell non-Hodgkin lymphoma (“r/r B-NHL”) in our ANTLER phase 1 clinical trial

an allogeneic anti-BCMA CAR-T cell therapy that is being evaluated in patients with relapsed or refractory multiple myeloma (“r/r MM”) in our CaMMouflage phase 1 clinical trial

an allogeneic anti-CD19 CAR-T cell therapy that has been evaluated in our multicenter, open-label ANTLER phase 1 clinical trial in patients with relapsed or refractory B cell non-Hodgkin lymphoma (“r/r B-NHL”)

an allogeneic anti-BCMA CAR-T cell therapy that is being evaluated in our multicenter, open-label CaMMouflage phase 1 clinical trial in patients with relapsed or refractory multiple myeloma (“r/r MM”)

Vispa-cel has received regenerative medicine advanced therapy (“RMAT”) designation for relapsed or refractory large B cell lymphoma (“r/r LBCL”), fast track designation for r/r B-NHL, and orphan drug designation for follicular lymphoma (“FL”) from the U.S.

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To our knowledge, vispa-cel is the first clinical-stage allogeneic CAR-T cell therapy with a genome-edited knockout of the PDCD1 gene to prevent PD-1 expression on the CAR-T cell surface.

On November 3, 2025, we announced that, as of the September 2, 2025, safety data cutoff date, 84 patients with r/r B-NHL had been enrolled in the ANTLER phase 1 clinical trial.

We selected a single dose of 80x10⁶ viable CAR-T cells following lymphodepletion (“LD”) with 60 mg/kg/day for two days of cyclophosphamide and 25 mg/m 2 /day for five days of fludarabine as the recommend phase 2 dose (“RP2D”).

By leveraging our allogeneic CAR-T cell therapy clinical data set of more than 140 patients dosed across multiple clinical trials, we identified key factors that we believe are linked to successful patient outcomes, and we have incorporated these learnings to develop an optimized vispa-cel profile.

Two of the key attributes of the optimized vispa-cel profile are donor age (young donors drive enhanced outcomes relative to older donors) and partial human leukocyte antigen (“HLA”) matching (matching two or more alleles correlates with enhanced patient outcomes).

As of the September 2, 2025, 84 patients had been treated in our ANTLER phase 1 clinical trial, of which 35 CD19-naïve LBCL patients received vispa-cel with the optimized profile.

As of the September 29, 2025 efficacy data cutoff, the results for the 35-patient optimized profile cohort included an 86% overall response rate (“ORR”), a 63% complete response (“CR”) rate, and 53% progression-free survival (“PFS”) at 12 months.

Median follow up for the optimized profile cohort was 11.8 months.

On May 7, 2026, we announced that we reached alignment with the FDA on the design of ANTLER-3, our planned pivotal phase 3 clinical trial for vispa-cel.

ANTLER-3 will be a randomized, controlled clinical trial expected to enroll approximately 250 CD19-naïve second-line (“2L”) large B cell lymphoma (“LBCL”) patients who are not eligible for transplant and not candidates or not eligible for autologous CAR-T cell therapy based on access challenges or medical criteria, including the urgent need for therapy.

Patients in the investigational arm will receive a single dose of 80x10 6 viable CAR-T cells following a lymphodepletion (“LD”) regimen of cyclophosphamide at 60 mg/kg/day for two days and fludarabine at 25 mg/m²/day for five days.

Patients in the comparator arm will be treated with an investigator’s choice of a standard-of-care regimen:

rituximab (“R”), gemcitabine, and oxaliplatin (“R-GemOx”);

polatuzumab vedotin (“Pola”) and R-GemOx (“Pola-RGO”);

or tafasitamab and lenalidomide.

Crossover to the vispa-cel arm will be permitted after progressive disease.

The primary endpoint will be progression-free survival (“PFS”).

Clinical trial sites will include both academic and sophisticated community centers in the United States and globally.

On June 11, 2026, we announced that 85 patients with r/r B-NHL were treated in the ANTLER phase 1 clinical trial.

As of the March 6, 2026, data cutoff date, 27 2L LBCL patients received a single dose of vispa-cel manufactured from a donor younger than 30 years old with at least two matched human leukocyte antigen (“HLA”) alleles between patient and donor.

This 27-patient subgroup best represents the treatment regimen and patient population for ANTLER-3.

The results for this subgroup included an 82% overall response rate (“ORR”), a 67% complete response (“CR”) rate, and 17.1-month median PFS.

Vispa-cel is generally well tolerated.

As of the September 2, 2025, safety data cutoff date, treatment emergent adverse events (“TEAEs”) at any grade in 25% or greater of all 84 patients who had received vispa-cel were thrombocytopenia (62%), cytokine release syndrome (“CRS”) (55%), anemia (52%), neutropenia (39%), hypokalemia (26%), and leukopenia (26%).

In the optimized profile cohort (N=35), there were no cases of graft versus host disease (“GvHD”) or grade 3 or greater immune effector cell-associated neurotoxicity syndrome (“ICANS”), 1% of patients experienced grade 3 or greater CRS, and 28% (out of 80 patients) experienced prolonged cytopenias.

We reached alignment with the FDA regarding our vispa-cel pivotal phase 3 clinical trial design following interactions to date with the agency enabled by the RMAT designation for vispa-cel.We plan to evaluate vispa-cel in the ANTLER-3 trial, a randomized, controlled pivotal phase 3 clinical trial in approximately 250 2L LBCL CD19-naïve patients who are not eligible for transplant and who are not candidates for, or who are not eligible for, autologous CAR-T cell therapy based on access challenges or medical criteria, including the need for urgent therapy.

Patients randomized to the study arm would receive a single dose of vispa-cel at the RP2D following LD and patients randomized to the comparator arm would be treated with the investigator’s choice of standard-of-care regimen, such as polatuzumab vedotin (“Pola”), bendamustine, rituximab (”R”)(“Pola-BR”);

R, gemcitabine, and oxaliplatin (“R-GemOx”);

Pola-R-GemOx (“Pola-RGO”);

or tafasitamab and lenalidomide, with crossover to the vispa-cel arm permitted after progressive disease.

The primary endpoint would be PFS.

Secondary endpoints would be ORR, overall survival (“OS”), event-free survival (“EFS”), duration of response (“DoR”), duration of CR, quality of life (“QoL”), and safety.

Clinical trial sites would include both academic and sophisticated community centers in the United States and globally.

To our knowledge, CB-011 is the first allogeneic CAR-T cell therapy incorporating an immune cloaking approach that includes both the removal of the endogenous beta-2 microglobulin (“B2M”) protein and insertion of a beta-2-microglobulin–human-leukocyte-antigen-E–peptide transgene (“B2M–HLA-E”).

On November 3, 2025, we announced results from the dose escalation portion of our ongoing CaMMouflage phase 1 trial evaluating CB-011 in r/r MM patients.

Forty-eight fourth-line or later (“4L+”) patients were enrolled in the dose escalation portion of the trial;

enrollment in dose escalation is completed.

Patients had been treated with three or more prior lines of therapy including a proteasome inhibitor, an immunomodulatory drug, and an anti-CD38 antibody.

Prior treatment with an autologous CAR-T cell therapy was not permitted and no BCMA-targeted therapy was permitted within the prior three months.

We evaluated two different LD regimens and multiple CAR-T cell dose levels.

Thirty-five patients were treated with an LD regimen of 500 mg/m 2 cyclophosphamide and 30 mg/m 2 fludarabine daily for three days (“the selected LD regimen”).

A single dose of CB-011 preceded by the selected LD regimen resulted in responses at all dose levels evaluated (150x10 6 viable CAR-T cells, N=6;

300x10 6 viable CAR-T cells, N=13;

450x10 6 viable CAR-T cells, N=13;

and 800x10 6 viable CAR-T cells, N=3).

CB-011 had a manageable safety profile across all dose levels and LD regimens (N=48), with no cases of GvHD, immune effector cell-associated enterocolitis (“IEC-EC”), parkinsonism, or cranial nerve palsies as of the September 24, 2025 data cutoff date.

TEAEs in 25% or greater of all patients treated with CB-011 following the selected LD regimen (N=35) were as follows:

neutropenia (80%), anemia (60%), thrombocytopenia (49%), infections (49%), dizziness (31%), CRS (31%), fatigue (31%), leukopenia (29%), decreased appetite (29%), constipation (26%), and pyrexia (26%).

Notable adverse events in the recommend dose for expansion (“RDE”) cohort as of the data cutoff date included one CB-011-related grade 5 immune effector cell-associated hematotoxicity (“ICAHT”) on day 90, one grade 5 pneumonia not related to CB-011 on day 50, and one grade 4 CB-011-related Guillain-Barré Syndrome on day 129, which is resolving.

In the cohort evaluating the 300x10 6 viable CAR-T cell dose level following the selected LD regimen, there was one grade 5

respiratory syncytial virus not related to CB-011 on day 73.

Prophylactic measures for cytopenias and infections and early intervention for certain immune effector cell disorders have been successfully implemented in our clinical protocol.

We also announced on November 3, 2025, that we have selected the 450x10 6 viable CAR-T cell dose with the selected LD regimen as our RDE.

As of the September 24, 2025, data cutoff date, the 12-patient, BCMA-naïve cohort treated with the selected LD regimen and a single dose of 450x10 6 viable CAR-T cells had the following outcomes:

an ORR of 92%, a CR/stringent CR (“sCR”) rate of 75%, and 91% of evaluable patients achieved minimal residual disease (“MRD”) negativity (≤10 -5 ).

Seven of the 12 patients remained on study as of the data cutoff date in very good partial response (“VGPR”) or better six months or longer following receipt of a single dose of CB-011.

In the 27-patient subgroup, there were no reports of graft-versus-host disease (“GvHD”) or grade 3 or higher immune effector cell-associated neurotoxicity syndrome (“ICANS”), and there was one (4%) grade 3 or higher cytokine release syndrome (“CRS”).

Other adverse events of special interest included six (22%) grade 3 or higher infections, five (21%;

5/24) grade 3 or higher prolonged cytopenias, and one (4%) grade 3 or higher immune effector cell-associated hemophagocytic lymphohistiocytosis-like syndrome (“IEC-HS”).

In the 27-patient subgroup, one vispa-cel-related death occurred due to IEC-HS and one possibly related death occurred due to progressive multifocal leukoencephalopathy.

To our knowledge, CB-011 is the first clinical-stage allogeneic CAR-T cell therapy incorporating an immune cloaking approach that includes both the removal of the endogenous beta-2-microglobulin (“B2M”) protein and insertion of a beta-2-microglobulin–human-leukocyte-antigen-E–peptide transgene (“B2M–HLA-E”).

Forty-eight fourth-line or later (“4L+”) patients were enrolled in the dose escalation portion of our CaMMouflage phase 1 clinical trial, which evaluated two different LD regimens and multiple CAR-T cell dose levels.

The eligibility criteria required that patients had been treated with three or more prior lines of therapy including a proteasome inhibitor, an immunomodulatory drug, and an anti-CD38 antibody.

Patients who received treatment with a BCMA-targeted therapy, but not an autologous CAR-T cell therapy, more than three months prior to enrollment in dose escalation were permitted.

The CB-011 recommended dose for expansion (“RDE”) is 450x10 6 viable CAR-T cells following an LD regimen of 500 mg/m 2 cyclophosphamide and 30 mg/m 2 fludarabine daily for three days.

In the dose escalation portion of our CaMMouflage phase 1 clinical trial, 12 patients were treated with the RDE.

On June 11, 2026, we announced longer follow-up data from the dose escalation portion of our CaMMouflage clinical trial.

As of the May 26, 2026, efficacy data cutoff date, the 12-patient, BCMA-naïve cohort treated with the RDE had the following outcomes:

an ORR of 92%, a complete response or stringent complete response (“ ≥ CR”) rate of 83%, and 91% of evaluable patients achieved minimal residual disease (“MRD”) negativity (≤10 -5 ).

Fifty percent of patients

were in ≥CR at 15 months.

The median follow-up for these 12 patients was 17.7 months.

We initiated the dose expansion portion of the CaMMouflage phase 1 clinical trial in late 2025, which includes enrollment of BCMA-naive and BCMA-exposed patient cohorts.

As of the April 20, 2026, safety data cutoff date, CB-011 showed a manageable safety profile across all patients with no cases of GvHD, immune effector cell-associated enterocolitis (“IEC-EC”), parkinsonism, or cranial nerve palsies (N=48).

In all patients treated with the selected LD regimen (N=35), there was one CB-011-related death due to immune effector cell-associated hematotoxicity and three unrelated deaths due to pneumonia, respiratory syncytial virus, and respiratory acidosis, respectively.

In the 12-patient BCMA-naïve RDE cohort, there were no reports of grade 3 or higher ICANS and one (8%) grade 3 or higher CRS.

Other adverse events of special interest in the RDE cohort included three (25%) grade 3 or higher infections, one (8%) grade 3 or higher IEC-HS, and five (42%;

5/12) grade 3 or higher prolonged cytopenias.

We initiated the dose expansion portion of the CaMMouflage phase 1 clinical trial in late 2025, which is ongoing and includes enrollment of BCMA-naive and BCMA-exposed patient cohorts.

Since our founding in 2011, we have devoted substantially all of our resources to organizing and staffing, business planning, raising capital, expanding our genome-editing platform technologies, developing our CAR-T cell therapy product candidates and building our pipeline, creating and maintaining our intellectual property portfolio, and establishing arrangements with third parties for the manufacture, testing, and clinical trial evaluations of our CAR-T cell therapy product candidates.

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(“Intellia”) common stock.

Our net losses for the three months ended March 31, 2026, and March 31, 2025, were $25.1 million and $40.0 million, respectively.

We had an accumulated deficit of $621.6 million as of March 31, 2026.

Our net losses for the three months ended June 30, 2026, and June 30, 2025, were $24.3 million and $54.1 million, respectively.

Our net losses for the six months ended June 30, 2026, and June 30, 2025, were $49.4 million and $94.1 million, respectively.

We had an accumulated deficit of $645.9 million as of June 30, 2026.

Our net losses and operating losses may fluctuate from quarter to quarter and year to year depending primarily on the timing of expenses associated with our clinical trials and development of our product candidates.

We anticipate that our expenses will increase substantially as we:

• progress our clinical trials for our vispa-cel and CB-011 CAR-T cell therapy product candidates, particularly as we advance vispa-cel in our planned pivotal phase 3 clinical trial;

• progress our clinical trials for our vispa-cel and CB-011 CAR-T cell therapy product candidates, particularly as we advance vispa-cel in ANTLER-3, our planned pivotal phase 3 clinical trial;

• hire additional personnel, as needed;

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Each of these payments results in licensing and other revenue.

Revenue under such agreements was $2.4 million for each of the three-month periods ended March 31, 2026, and March 31, 2025.

Revenue under such agreements was $1.5 million and $2.7 million for the three months ended June 30, 2026, and June 30, 2025, respectively, and $3.9 million and $5.0 million for the six months ended June 30, 2026, and June 30, 2025, respectively.

See Notes 5 and 7 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information.

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• data from our clinical trials that support an acceptable risk-benefit profile of our vispa-cel and CB-011 CAR-T cell therapy product candidates for the intended patient populations and that demonstrate safety and efficacy;

• entry into new collaborations to further the development of our CAR-T cell therapy product candidates;

• entry into new collaboration or other agreements to further the development of our CAR-T cell therapy product candidates;

• successful development of our internal process development and transfer to CMOs;

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The following table summarizes our research and development expenses for the periods indicated:

Three Months Ended March 31,

(in thousands)

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

2026 2025 2026 2025

(in thousands) (in thousands)

External costs:

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Services provided by CROs, CMOs, and third parties that conduct nonclinical studies and clinical trials on our behalf

7,131 10,425 15,053 26,068

Other research and development expenses 2,282 4,229 4,428 9,353

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We are entitled to receive reimbursement from third parties of a portion of the costs for filing, prosecuting, and maintaining certain patents and patent applications.

We accrue for these reimbursements as the respective expenses are incurred and classify such reimbursements as a reduction of general and administrative expenses.

We accrue for these reimbursements as the respective expenses are incurred and classify such reimbursements as a reduction in general and administrative expenses.

We expect that our general and administrative expenses will increase in the future if our clinical trials are successful and if we prepare for potential commercialization of our CAR-T cell therapy product candidates.

Other income consists primarily of interest income earned on cash and marketable securities.

Impairment Charges

Impairment charges consist of charges related to the strategic pipeline prioritization with workforce and cost reduction initiatives announced on April 24, 2025, and include impairment of our leasehold improvements, right of use assets, and lab equipment.

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

Other Income (Expense)

Other income (expense) consists primarily of impairment of an equity investment and interest income earned on cash and marketable securities.

Results of Operations

Comparison of the Three Months Ended March 31, 2026, and March 31, 2025

Comparison of the Three Months Ended June 30, 2026, and June 30, 2025

The following table summarizes our results of operations for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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General and administrative 7,896 10,403 (2,507)

Impairment charges

— 12,150 (12,150)

Total operating expenses 26,838 50,245 (23,407)

Loss from operations (25,339) (47,578) 22,239

Other income (expense)

Impairment of equity investment

— (9,158) 9,158

Other income, net 1,057 2,638 (1,581)

Total other income 1,195 2,922 (1,727)

Total other income (expense) 1,057 (6,520) 7,577

Net loss $ (24,282) $ (54,098) $ 29,816

Licensing and Other Third-party Revenue

Licensing and other third-party revenue increased by less than $0.1 million to $2.4 million for the three months ended March 31, 2026, from $2.4 million for the three months ended March 31, 2025.

Licensing and other third-party revenue decreased by $1.2 million to $1.5 million for the three months ended June 30, 2026, from $2.7 million for the three months ended June 30, 2025.

This decrease primarily relates to the recognition of a $1.0 million milestone payment under a license agreement for the three months ended June 30, 2025, with no comparable milestone revenue recognized for the three months ended June 30, 2026.

Research and Development Expenses

Research and development expenses decreased by $14.9 million to $20.6 million for the three months ended March 31, 2026, from $35.5 million for the three months ended March 31, 2025.

This decrease was primarily related to decreases of (i) $7.7 million in external CMO and CRO activities for our clinical CAR-T cell therapy product candidates, driven by decreases of (a) $4.5 million in CRO activities for our clinical trials and (b) $3.2 million due to timing of CMO activities, (ii) $3.0 million in other research and development expenses primarily related to the reduction in workforce and strategic pipeline prioritization, (iii) $2.8 million in personnel-related expenses related to the reduction in workforce and strategic pipeline prioritization, (iv) $0.9 million in other facilities and allocated expenses, and (v) $0.5 million in expenses related to licenses, sublicensing revenue, and milestones.

Research and development expenses decreased by $8.8 million to $18.9 million for the three months ended June 30, 2026, from $27.7 million for the three months ended June 30, 2025.

This decrease was primarily related to decreases of (i) $3.3 million in external CMO and CRO activities for our clinical CAR-T cell therapy product candidates, driven by decreases of (a) $2.4 million in CRO activities for our clinical trials and (b) $0.9 million due to CMO activities;

(ii) $2.6 million in personnel-related expenses related to the reduction in workforce and strategic pipeline prioritization;

(iii) $2.0 million in other research and development expenses primarily related to the reduction in workforce and strategic pipeline prioritization;

(iv) $0.6 million in other facilities and allocated expenses;

and (v) $0.3 million in expenses related to licenses, sublicensing revenue, and milestones.

General and Administrative Expenses

General and administrative expenses decreased by $1.7 million to $8.1 million for the three months ended March 31, 2026, from $9.7 million for the three months ended March 31, 2025.

This decrease was primarily related to a decrease of $1.2 million in personnel-related expenses related to the reduction in workforce and strategic pipeline prioritization and a decrease of $0.5 million in legal and other service-related expenses.

Total Other Income

Total other income decreased by $1.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

General and administrative expenses decreased by $2.5 million to $7.9 million for the three months ended June 30, 2026, from $10.4 million for the three months ended June 30, 2025.

This decrease was primarily related to decreases of (i) $0.9 million in personnel-related expenses related to the reduction in workforce and strategic pipeline prioritization;

(ii) $0.8 million in legal and other service-related expenses;

and (iii) $0.7 million in other facilities and allocated expenses.

Impairment Charges

Impairment charges were zero for the three months ended June 30, 2026, compared to $12.2 million for the three months ended June 30, 2025, in conjunction with the previously announced strategic pipeline prioritization.

These charges include $7.4 million related to tenant improvements, $2.6 million for the right-of-use asset, and $2.2 million for lab equipment.

Total Other Income (Expense)

Total other income (expense) increased by $7.6 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Impairment of equity investment was zero for the three months ended June 30, 2026, compared to $9.2 million related to our equity investment in Edge for the three months ended June 30, 2025.

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

Other income, net decreased by $1.6 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

This decrease was primarily related to a $1.1 million decrease in interest income earned from marketable securities.

Comparison of the Six Months Ended June 30, 2026, and June 30, 2025

The following table summarizes our results of operations for the periods indicated:

Six Months Ended June 30,

2026 2025 Change

(in thousands)

Licensing and other third-party revenue

$ 3,896 $ 5,020 $ (1,124)

Operating expenses:

Research and development 39,553 63,223 (23,670)

General and administrative 15,962 20,138 (4,176)

Impairment charges — 12,150 (12,150)

Total operating expenses 55,515 95,511 (39,996)

Loss from operations (51,619) (90,491) 38,872

Other income (expense)

Impairment of equity investment — (9,158) 9,158

Other income, net 2,252 5,560 (3,308)

Total other income (expense) 2,252 (3,598) 5,850

Net loss $ (49,367) $ (94,089) $ 44,722

Licensing and Other Third-party Revenue

Licensing and other third-party revenue decreased by $1.1 million to $3.9 million for the six months ended June 30, 2026, from $5.0 million for the six months ended June 30, 2025.

This decrease primarily relates to the recognition of a $1.0 million milestone payment under a license agreement for the six months ended June 30, 2025, with no comparable milestone revenue recognized for the six months ended June 30, 2026.

Research and Development Expenses

Research and development expenses decreased by $23.7 million to $39.6 million for the six months ended June 30, 2026, from $63.2 million for the six months ended June 30, 2025.

This decrease was primarily related to decreases of (i) $11.0 million in external CMO and CRO activities for our clinical CAR-T cell therapy product candidates, driven by decreases of (a) $6.8 million in CRO activities for our clinical trials and (b) $4.2 million due to CMO activities;

(ii) $5.4 million in personnel-related expenses related to the reduction in workforce and strategic pipeline prioritization;

(iii) $4.9 million in other research and development expenses primarily related to the reduction in workforce and strategic pipeline prioritization;

(iv) $1.6 million in other facilities and allocated expenses;

and (v) $0.8 million in expenses related to licenses, sublicensing revenue, and milestones.

General and Administrative Expenses

General and administrative expenses decreased by $4.2 million to $16.0 million for the six months ended June 30, 2026, from $20.1 million for the six months ended June 30, 2025.

This decrease was primarily related to decreases of (i) $2.1 million in personnel-related expenses related to the reduction in workforce and strategic pipeline prioritization;

(ii) $1.2 million in legal and other service-related expenses;

and (iii) $0.8 million in other facilities and allocated expenses.

Impairment Charges

Impairment charges were zero for the six months ended June 30, 2026, compared to $12.2 million for the six months ended June 30, 2025, in conjunction with the previously announced strategic pipeline prioritization.

These charges include $7.4 million related to tenant improvements, $2.6 million for the right-of-use asset, and $2.2 million for lab equipment.

Total Other Income (Expense)

Total other income (expense) increased by $5.9 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Impairment of equity investment was zero for the six months ended June 30, 2026, compared to $9.2 million for the six months ended June 30, 2025, related to our equity investment in Edge.

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

Other income, net decreased by $3.3 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

This decrease was primarily related to a $2.5 million decrease in interest income earned from marketable securities.

Liquidity, Capital Resources, and Capital Requirements

Sources of Liquidity

Since our inception through March 31, 2026, we have raised an aggregate net proceeds of $852.8 million to fund our operations through our initial public offering (“IPO”);

Since our inception through June 30, 2026, we have raised an aggregate net proceeds of $871.4 million to fund our operations through our initial public offering (“IPO”);

sales of convertible preferred stock;

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and government grants.

As of March 31, 2026, we had cash, cash equivalents, and marketable securities of $118.6 million.

As of June 30, 2026, we had cash, cash equivalents, and marketable securities of $113.8 million.

Shelf Registration Statement

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Funding Requirements

We expect that our existing cash, cash equivalents, and marketable securities will be sufficient to fund our operations for at least the next 12 months from the date this Form 10-Q is filed.

We expect that our existing cash, cash equivalents, and marketable securities will be sufficient to fund our operations for at least the next 12 months from the date this Form 10-Q is filed with the SEC.

We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business decisions.

We will continue to be dependent on equity financing, debt financing, licensing arrangements, and/or other forms of capital raises, including structured or other non-dilutive financings, to fund operating expenses, including to fully fund our planned vispa-cel pivotal phase 3 trial, at least until we are able to generate significant positive cash flows from our operations.

We will continue to be dependent on equity financing, debt financing, licensing arrangements, and/or other forms of capital raises, including structured or other non-dilutive financings, to fund operating expenses, including to fully fund ANTLER-3, our planned pivotal phase 3 trial for vispa-cel, at least until we are able to generate significant positive cash flows from our operations.

We have no current ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, except for our lease commitments and payments under certain of our license agreements as described in Notes 4 and 8 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

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• the potential impact of reductions in government spending and personnel;

• whether we enter into any collaboration agreements and the terms of any such agreements;

• whether we enter into any collaboration or other agreements and the terms of any such agreements;

• the cost of filing and prosecuting our patent applications, and maintaining and enforcing our patents and other intellectual property rights;

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If we raise additional funds through new collaborations or licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, or product candidates or grant licenses on terms that may not be favorable to us.

Disruptions and volatility in the global and domestic capital markets resulting from heightened inflation, tariffs, capital market volatility, interest rate and currency rate fluctuations, artificial intelligence (“AI”), political and geopolitical tensions, government agency changes, any potential economic slowdown or recession, including trade wars or civil or political unrest (such as the ongoing war between Ukraine and Russia, conflicts in the Middle East, including the recent hostilities involving Iran, tension between China and Taiwan, geopolitical tensions in Europe, South America, and elsewhere) may increase the cost of capital and limit our ability to access capital.

Disruptions and volatility in the global and domestic capital markets resulting from heightened inflation, tariffs, capital market volatility, interest rate and currency rate fluctuations, artificial intelligence (“AI”), political and geopolitical tensions, government agency changes, any potential economic slowdown or recession, including trade wars or civil or political unrest (such as the ongoing war between Ukraine and Russia, conflicts in the Middle East, including the hostilities involving Iran, tension between China and Taiwan, geopolitical tensions in Europe, South America, and elsewhere) may increase the cost of capital and limit our ability to access capital.

If we are unable to raise capital as and when needed or on attractive terms, we may have to significantly delay, reduce, or discontinue the development and commercialization of our CAR-T cell therapy product candidates or scale back or terminate our pursuit of new in-licenses and acquisitions.

Comparison of the Three Months Ended March 31, 2026, and March 31, 2025

Comparison of the Six Months Ended June 30, 2026, and June 30, 2025

The following table summarizes our cash flows for the periods indicated:

Three Months Ended March 31,

Six Months Ended June 30,

2026 2025 Change

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Cash provided by financing activities 20,632 474 20,158

Net (decrease) increase in cash, and cash equivalents, and restricted cash $ (303) $ 13,124 $ (13,427)

Net increase in cash, cash equivalents, and restricted cash $ 13,788 $ 8,908 $ 4,880

Cash Used in Operating Activities

Net cash used in operating activities was $27.0 million for the three months ended March 31, 2026, compared to $36.7 million for the three months ended March 31, 2025.

The decrease was primarily driven by a decrease in net loss for the three months ended March 31, 2026;

Net cash used in operating activities was $49.8 million for the six months ended June 30, 2026, compared to $65.0 million for the six months ended June 30, 2025.

The decrease was due to decreases in research and development expenses and general and administrative expenses, excluding the effect of non-cash items;

partially offset by a decrease in net changes in our operating assets and liabilities primarily related to a decrease in net changes in accounts payable.

Cash Provided by Investing Activities

Net cash provided by investing activities was $24.0 million for the three months ended March 31, 2026, compared to $49.4 million for the three months ended March 31, 2025.

The decrease was primarily driven by a decrease in proceeds from maturities of marketable securities and higher cash utilized for purchases of marketable securities.

Net cash provided by investing activities was $42.9 million for the six months ended June 30, 2026, compared to $73.4 million for the six months ended June 30, 2025.

The decrease was primarily driven by a decrease in proceeds from maturities of marketable securities.

Cash Provided by Financing Activities

Net cash provided by financing activities was $2.7 million for the three months ended March 31, 2026, compared to $0.5 million for the three months ended March 31, 2025.

The increase was primarily driven by proceeds from the issuance of common stock under the ATM Sales Agreement, net of offering expenses, during the three months ended March 31, 2026.

We did not sell any common stock pursuant to the ATM Sales Agreement during the three months ended March 31, 2025.

Net cash provided by financing activities was $20.6 million for the six months ended June 30, 2026, compared to $0.5 million for the six months ended June 30, 2025.

The increase was primarily driven by proceeds from the issuance of common stock under the ATM Sales Agreement, net of offering expenses, for the six months ended June 30, 2026.

We did not sell any common stock pursuant to the ATM Sales Agreement during the six months ended June 30, 2025.

Critical Accounting Policies and Significant Judgments and Estimates

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Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes to our market risk during the three months ended March 31, 2026.

There have been no material changes to our market risk during the six months ended June 30, 2026.

For a discussion of our exposure to market risk, refer to the section titled “Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K.

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 2. Management’s Discussion and Analysis