Caribou Biosciences, Inc. 10-Q

Item 1. Financial Statements. CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share amounts) June 30, 2026 December 31, 2025 ASSETS CURRENT ASSETS Cash and cash equivalents $ 26,194 $ 12,360 Marketable securities, short-term 86,120 126,980 Accounts receivable 203 69 Contract assets 603 1,006 Other receivables 1,135 1,904 Prepaid expenses and other current assets 2,340 2,913 Total current assets 116,595 145,232 NON-CURRENT ASSETS Marketable securities, long-term 1,504 3,505 Property and equipment, net 5,499 6,760 Operating lease, right of use assets 17,035 17,670 Other assets 2,141 2,200 TOTAL ASSETS $ 142,774 $ 175,367 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 3,080 $ 5,783 Accrued expenses and other current liabilities 13,145 16,535 Operating lease liabilities, current 1,377 1,201 Deferred revenue 372 1,895 Total current liabilities 17,974 25,414 LONG-TERM LIABILITIES Deferred revenue, net of current portion 1,420 1,752 Operating lease liabilities, non-current 25,278 26,026 Total liabilities 44,672 53,192 COMMITMENTS AND CONTINGENCIES (Note 8) STOCKHOLDERS’ EQUITY 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 11 9 Additional paid-in-capital 744,044 718,578 Accumulated other comprehensive (loss) income ( 71 ) 103 Accumulated deficit ( 645,882 ) ( 596,515 ) Total stockholders’ equity 98,102 122,175 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 142,774 $ 175,367 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (in thousands, except share and per share amounts) Three Months Ended 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: Research and development 18,942 27,692 39,553 63,223 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 (expense) 1,057 ( 6,520 ) 2,252 ( 3,598 ) Net loss ( 24,282 ) ( 54,098 ) ( 49,367 ) ( 94,089 ) Other comprehensive loss Net unrealized loss on available-for-sale marketable securities, net of tax ( 48 ) ( 127 ) ( 174 ) ( 215 ) Net comprehensive loss $ ( 24,330 ) $ ( 54,225 ) $ ( 49,541 ) $ ( 94,304 ) Net loss per share, basic and diluted $ ( 0.24 ) $ ( 0.58 ) $ ( 0.50 ) $ ( 1.01 ) Weighted-average common shares outstanding, basic and diluted 100,985,698 93,028,698 98,437,862 92,855,060 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Shares Amount BALANCE—December 31, 2025 95,143,690 $ 9 $ 718,578 $ 103 $ ( 596,515 ) $ 122,175 Issuances of common stock under ESPP 348,411 — 468 — — 468 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 — — — — — Stock-based compensation expense — — 2,357 — — 2,357 Net loss — — — — ( 25,085 ) ( 25,085 ) Other comprehensive loss — — — ( 126 ) — ( 126 ) 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 Issuances of common stock under ESPP 408,282 — 468 — — 468 Issuances of common stock upon vesting of RSUs 217,743 — — — — — Stock-based compensation expense — — 3,882 — — 3,882 Net loss — — — — ( 39,991 ) ( 39,991 ) Other comprehensive loss — — — ( 88 ) — ( 88 ) BALANCE—March 31, 2025 93,004,602 $ 9 $ 705,427 $ 167 $ ( 488,381 ) $ 217,222 Issuances of common stock on 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 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 49,367 ) $ ( 94,089 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,274 2,332 Gain on disposal of fixed assets — ( 25 ) Non-cash consideration for licensing and other third-party revenue — ( 9 ) Change in fair value of equity securities — ( 4 ) Stock-based compensation expense 4,834 7,011 Change in fair value of success payments liability — ( 785 ) Accretion of discounts on investments in marketable securities, net ( 313 ) ( 745 ) Impairment charges — 12,150 Impairment of equity investment — 9,158 Non-cash lease expense 636 965 Changes in operating assets and liabilities: Accounts receivable ( 134 ) 194 Contract assets 403 405 Other receivables 769 ( 129 ) Prepaid expenses and other current assets 574 811 Other assets 13 1,896 Accounts payable ( 2,643 ) 774 Accrued expenses and other current liabilities ( 3,390 ) ( 2,413 ) Deferred revenue, current and long-term ( 1,855 ) ( 1,845 ) Operating lease liabilities ( 572 ) ( 635 ) Net cash used in operating activities ( 49,771 ) ( 64,983 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales and maturities of marketable securities 85,587 122,628 Purchases of marketable securities ( 42,587 ) ( 47,751 ) Purchases of property and equipment ( 73 ) ( 1,460 ) Net cash provided by investing activities 42,927 73,417 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 21 6 Proceeds from issuances of common stock under ESPP 468 468 Proceeds from issuances of common stock related to ATM, net of offering expenses 20,143 — Net cash provided by financing activities 20,632 474 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 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD $ 26,194 $ 25,247 RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash and cash equivalents $ 26,194 $ 25,201 Restricted cash — 46 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET $ 26,194 $ 25,247 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Purchases of property and equipment included in accounts payable and accrued expenses $ — $ 67 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Description of the Business, Organization, and Liquidity Business and Organization Caribou Biosciences, Inc. (“Company” or “we”) is a clinical-stage C lustered R egularly I nterspaced S hort P alindromic R epeats (“CRISPR”) genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases. Our genome-editing platform 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 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. We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have four wholly owned subsidiaries that hold interests in our equity investments and do not have operating activities. Liquidity We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 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 $ 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”). 2. Summary of Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K (“Form 10-K”). Basis of Presentation and Principles of Consolidation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts in our consolidated financial statements have been reclassified to conform to current period presentation. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses for the applicable reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, estimates related to revenue recognition, impairment of long-lived assets, 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. Actual results may differ materially from those estimates. 5 Table of Contents Concentrations of Credit Risk and Other Uncertainties 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 were as follows: Revenue Revenue Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Party A 41.5 % 23.3 % 31.9 % 24.8 % Party B 31.5 % 21.8 % 24.7 % 19.4 % Party C 15.2 % * * * Party D * 37.5 % * 19.9 % Party E * * 15.8 % 12.3 % Party F * * * * Party G * * * * Party H * * * * Total 88.2 % 82.6 % 72.4 % 76.4 % *Less than 10% We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if contract assets should be impaired. No allowance for credit losses or contract asset impairment was recorded as of June 30, 2026, or December 31, 2025. Recent Accounting Pronouncements Not Yet Adopted 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): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (i) better understand the entity’s performance; (ii) better assess the entity’s prospects for future cash flows; and (iii) compare an entity’s performance over time and with that of other entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-03. In September 2025, the FASB issued ASU No. 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages. This ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2025-06. 6 Table of Contents 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. 3. Fair Value Measurements and Fair Value of Financial Instruments We classify fair value-based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1, quoted market prices (unadjusted) in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. No such transfers occurred during the 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 June 30, 2026 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills $ 47,738 $ 47,738 $ — $ — U.S. 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 — Total fair value of assets $ 113,818 $ 61,968 $ 51,850 $ — Fair Value Measurements as of December 31, 2025 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills $ 86,964 $ 86,964 $ — $ — U.S. government agency bonds 28,717 — 28,717 — Money market fund investments (included in cash and cash equivalents) 11,361 11,361 — — 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 $ — 7 Table of Contents 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 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills $ 47,766 $ 4 $ ( 32 ) $ 47,738 U.S. 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) 14,230 — — 14,230 Corporate debt securities 5,615 — ( 8 ) 5,607 Total cash equivalents and marketable securities $ 113,888 $ 4 $ ( 74 ) $ 113,818 Classified as: Cash and cash equivalents $ 26,194 Marketable securities, short-term 86,120 Marketable securities, long-term 1,504 Total cash equivalents and marketable securities $ 113,818 As of December 31, 2025 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills $ 86,872 $ 92 $ — $ 86,964 U.S. government agency bonds 28,707 12 ( 2 ) 28,717 Money market fund investments (included in cash and cash equivalents) 11,361 — — 11,361 Corporate debt securities 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 Classified as: Cash and cash equivalents $ 12,360 Marketable securities, short-term 126,980 Marketable securities, long-term 3,505 Total cash equivalents and marketable securities $ 142,845 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. 8 Table of Contents 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. 4. Significant Agreements Since December 31, 2025, there have been no material changes to the key terms of our ongoing significant agreements. See Note 4 to the consolidated financial statements included in our Form 10-K for additional information about our ongoing significant agreements. Our ongoing significant agreements may include nonrefundable, upfront payments; annual license maintenance fees; sublicensing fees; obligations to reimburse for patent prosecution and maintenance fees; success payments; regulatory clinical and commercial milestones; and royalty payments. Our obligation to make such payments is contingent on milestones being achieved, licensed products being commercialized, and the agreements remaining in effect. 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. 5. Revenue 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 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 Rest of world 7 1,005 146 1,134 Total $ 1,499 $ 2,667 $ 3,896 $ 5,020 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. 9 Table of Contents 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 Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts we billed to our licensees with invoices outstanding as of the end of a reporting period. Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. Our contract asset balances represent royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period. Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees and other third parties that precede our satisfaction of the associated performance obligations. 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 December 31, 2025 Additions Deductions Balance as of June 30, 2026 Accounts receivable $ 69 $ 2,435 $ ( 2,301 ) $ 203 Contract assets: Unbilled accounts receivable $ 1,006 $ 1,294 $ ( 1,697 ) $ 603 Contract liabilities: Deferred revenue, current and long-term $ 3,647 $ 675 $ ( 2,530 ) $ 1,792 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 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. 10 Table of Contents Capitalized Contract Acquisition Costs and Fulfillment Costs We did not incur any expenses to obtain our existing contracts, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period. 6. Balance Sheet Items Property and equipment, net, consisted of the following (in thousands): June 30, 2026 December 31, 2025 Lab equipment $ 15,649 $ 15,636 Leasehold improvements 3,057 3,057 Computer equipment 897 897 Furniture and equipment 697 697 Total property and equipment, gross 20,300 20,287 Less: accumulated depreciation and amortization ( 14,801 ) ( 13,527 ) Property and equipment, net $ 5,499 $ 6,760 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): June 30, 2026 December 31, 2025 Accrued research and development expenses $ 6,068 $ 6,109 Accrued employee compensation and related expenses 5,378 7,745 Other 1,699 2,681 Total $ 13,145 $ 16,535 7. 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 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. 11 Table of Contents 8. Commitments and Contingencies Research, Manufacturing, and License Agreements We enter into various agreements in the ordinary course of business, such as those with contract manufacturing organizations (“CMOs”), suppliers, 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 June 30, 2026, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated. Guarantees and Indemnifications In the ordinary course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. As of 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. Litigation From time to time, we may become involved in litigation arising in the ordinary course of business. We record a liability for such litigation when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. 9. Common Stock Shares of our common stock reserved for future issuances consisted of the following: As of June 30, 2026 As of December 31, 2025 Stock options, issued and outstanding 15,794,333 12,511,072 Shares available for future issuances under the 2021 Equity Incentive Plan 9,524,119 9,192,963 Shares available for future issuances under the Employee Stock Purchase Plan 3,029,080 2,426,055 Unvested restricted stock units 2,897,493 2,173,234 Total shares of common stock reserved for future issuances 31,245,025 26,303,324 12 Table of Contents 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 June 30, 2026, we had $ 275.2 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”) 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. 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. 10. Stock-Based Compensation Equity Incentive Plans In July 2021, our board of directors adopted, and our stockholders approved, the 2021 Equity Incentive Plan (“2021 Plan”) that became effective on July 22, 2021. As of June 30, 2026, we had 9,524,119 shares available for future issuances under the 2021 Plan. 13 Table of Contents Stock Options 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 Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding as of December 31, 2025 12,511,072 $ 5.49 7.6 $ 466 Options granted 3,472,927 1.80 Options exercised ( 15,456 ) 1.34 Options cancelled or forfeited ( 174,210 ) 3.49 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 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Volatility — 88.4 % 89.9 % to 90.6 % 86.1 % to 89.7 % Expected term (in years) — 6.0 5.0 to 6.0 5.0 to 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 % 0.0 % 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 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 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. 14 Table of Contents Restricted Stock Units (“RSUs”) 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 Weighted-Average Grant Date Fair Value per RSU Unvested, December 31, 2025 2,173,234 $ 2.74 Granted 1,220,599 1.80 Vested ( 403,052 ) 3.42 Forfeited ( 93,288 ) 1.78 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 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Research and development $ 1,142 $ 1,298 $ 2,267 $ 3,041 General and administrative 1,335 1,831 2,567 3,970 Total $ 2,477 $ 3,129 $ 4,834 $ 7,011 The above stock-based compensation expense related to the following equity-based awards (in thousands): 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 15 Table of Contents 11. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Numerator: Net loss $ ( 24,282 ) $ ( 54,098 ) $ ( 49,367 ) $ ( 94,089 ) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 100,985,698 93,028,698 98,437,862 92,855,060 Net loss per share, basic and diluted $ ( 0.24 ) $ ( 0.58 ) $ ( 0.50 ) $ ( 1.01 ) Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of June 30, 2026 As of June 30, 2025 Stock options outstanding 15,794,333 12,909,834 RSUs issued and outstanding 2,897,493 1,684,339 ESPP shares pending purchase 324,132 509,727 19,015,958 15,103,900 12. Segment Information We operate and manage our business as one reportable segment and one operating segment, which is the business of developing allogeneic CAR-T cell therapies. Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance; the CODM is our president and chief executive officer. Our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on 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. Our CODM uses consolidated net loss to evaluate our spending and monitor our budget versus actual results to assess performance of the segment and to allocate resources across our company. Factors used in determining the reportable segment include the nature of our operating activities, our company’s organizational and reporting structures, and the type of information reviewed by our CODM to allocate resources and evaluate financial performance. 16 Table of Contents The following table presents reportable segment profit and loss, including significant expense categories, attributable to our reportable segment for the periods indicated: Three Months Ended 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 Less: Research and development: External costs 9,566 15,113 20,256 36,972 Internal costs (1) 7,641 10,246 15,820 21,123 Total research and development 17,207 25,359 36,076 58,095 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 ( 1,057 ) ( 2,638 ) ( 2,252 ) ( 5,560 ) Segment and consolidated net loss $ ( 24,282 ) $ ( 54,098 ) $ ( 49,367 ) $ ( 94,089 ) (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. 13. 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. 17 Table of Contents 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. 18 Table of Contents