Vor Biopharma Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of the Business

Vor Biopharma Inc. (the “Company”) is a clinical-stage company advancing telitacicept, a novel, dual-target recombinant fusion protein that inhibits both BLyS (BAFF) and APRIL—two key cytokines involved in B cell survival and autoantibody production. This dual-target mechanism reduces autoreactive B cells and autoantibody production, key drivers of autoimmune pathology. The Company is headquartered in Boston, Massachusetts. The Company was incorporated on December 30, 2015.

Risks and Uncertainties

The Company is subject to a number of risks common to development stage companies in the biotechnology industry, including, but not limited to, risks of failure of clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, uncertainty of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, adverse macroeconomic conditions and the need to obtain additional financing.

Liquidity and Capital Resources

The Company expects that its existing cash, cash equivalents and marketable securities as of September 30, 2025 of$170.5 million, in addition to the $49.8 million in net proceeds from at-the-market sales during October 2025 and the approximately $93.7 million in net proceeds from the sale of common stock in an underwritten public offering that closed on November 12, 2025, will be sufficient to allow the Company to fund its current planned operations through at least a period of one year after the date the financial statements are issued.

As of September 30, 2025, the Company has an accumulated deficit of$2,875.8 million. The Company anticipates that it will continue to incur significant operating losses for the next several years as it continues to develop its product candidate. As a result, the Company's continued operations are dependent on its ability to raise additional funding. If the Company is unable to obtain additional funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue one or more of its planned research or development programs or be unable to expand its operations.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

September 2025 Reverse Stock Split

On August 25, 2025, the Company’s stockholders approved a proposal to authorize the Company’s board of directors to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split. The Board approved the reverse stock split on August 27, 2025 and, on September 18, 2025, the Company effected a 1-for-20 reverse stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the reverse stock split. All share and per share amounts for all periods presented in these condensed consolidated financial statements and the notes thereto have been adjusted retroactively, where applicable, to reflect the effect of this reverse stock split.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies in developing the estimates and assumptions that are used in the preparation of the condensed consolidated financial statements. Management must apply significant judgment in this process. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: accrued expenses, stock-based compensation expense, the fair value of financial instruments including warrants, and research and development expenses.

Unaudited Interim Financial Information

The condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements for the year ended December 31, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to GAAP or the rules and regulations of the SEC. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

Other than the policies listed below, there have been no material changes to the Company’s significant accounting policies as described in the 2024 Annual Report.

Warrants

The Company accounts for warrants to purchase its common stock based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the liability classification requirements pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants remain outstanding.

Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s condensed consolidated balance sheets and no further adjustments to their initial valuation will be subsequently made. Warrants classified as liabilities are recorded on the Company’s condensed consolidated balance sheets at their fair value on the date of issuance and are revalued at each subsequent balance sheet date until such instruments are exercised or expired, or meet the criteria to become equity-classified, with any changes in the fair value between reporting periods recorded as a component of other income (expense) on the condensed consolidated statement of operations and comprehensive loss.

As of September 30, 2025, the Company has both equity-classified and liability-classified warrants outstanding.

Restructuring Costs

Employee severance costs are recorded based on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going termination benefit arrangements, such as those arising from employment agreements, applicable regulations or past practices, in accordance with ASC 712, Compensation-Nonretirement Postemployment Benefits. Under ASC 712, liabilities for post-employment benefits are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations. One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service over a period extending past the minimum notification period, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred. See Note 12 for additional information on the severance expense that the Company recognized for employees terminated in connection with the Restructuring Plan (as defined below).

3. Marketable Securities

The amortized cost and estimated fair value of marketable securities, by remaining contractual maturity, are as follows:

The Company did not have any individual securities in an unrealized loss position as of either September 30, 2025 or December 31, 2024. Additionally, the Company didnot record any impairments to marketable securities or reserves for credit losses related to its marketable debt securities during the periods presented.

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

The fair value of the Company’s cash equivalents and restricted cash equivalents is determined based on quoted market prices in active markets withno valuation adjustment. The fair value of marketable securities and warrant liabilities is determined based on observable market inputs. There wereno transfers between levels during thenine months ended September 30, 2025.

Prepaid expenses, accounts payable and accrued expenses are stated at their respective historical carrying values, which approximate fair value due to their short-term nature.

5. Property and Equipment, Net

Property and equipment, net consisted of the following:

Depreciation expense for the nine months ended September 30, 2025 was $2.9 million. An immaterial amount of depreciation was recognized during the three months ended September 30, 2025. Depreciation expense for the three and nine months ended September 30, 2024 was $0.9 million and $2.7 million, respectively.

In connection with the Restructuring Plan, during the nine months ended September 30, 2025, the Company recognized a$3.3 million loss on disposal of certain long-lived assets including equipment and leasehold improvements which was recognized as research and development expense in the condensed consolidated statements of operations and comprehensive loss. Additionally, the Company abandoned certain long-lived assets, resulting in the acceleration of depreciation expense in the amount of approximately$1.5 million during thenine months ended September 30, 2025, of which approximately$1.2 million and$0.3 million was recorded as research and development expense and general and administrative expense, respectively, in the condensed consolidated statements of operations and comprehensive loss.

6. Accrued Liabilities

Accrued liabilities consisted of the following:

7. Stockholders' Equity and Warrants

2024 Private Placement

On December 27, 2024, the Company entered into a purchase agreement with certain institutional investors (collectively, the“2024 Purchasers”), pursuant to which the Company issued and sold to the 2024 Purchasers in a private placement an aggregate of (i)2,793,562 shares of the Company's common stock and (ii) warrants to purchase up to 3,491,953 shares of the Company's common stock (the “2024 Warrants”) at the closing of the private placement on December 30, 2024. Net proceeds from the private placement were $52.7 million, after deducting placement fees and issuance costs payable by the Company.

The 2024 Warrants have an exercise price of $16.76 per share and are immediately exercisable, subject to certain limitations on exercise set forth in the 2024 Warrants. The 2024 Warrants will terminate seven years from issuance on December 30, 2031.

The Company determined that the 2024 Warrants are freestanding instruments that do not meet the definition of a liability or derivative. The 2024 Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification.

Accordingly, the 2024 Warrants are classified as equity and accounted for as a component of additional paid-in capital at the time issued.

As of September 30, 2025, none of the 2024 Warrants have been exercised.

2025 Private Placement

On June 25, 2025, the Company entered into a purchase agreement with certain institutional investors (collectively, the “2025 Purchasers”), pursuant to which the Company issued and sold to the 2025 Purchasers in a private placement warrants to purchase up to an aggregate of 34,999,999 shares of the Company's common stock (the “2025 PIPE Warrants”) at the closing on June 27, 2025. Net proceeds from the private placement were $174.4 million, after deducting issuance costs payable by the Company. In addition to the 2025 PIPE Warrants, on June 25, 2025 the Company issued a warrant to purchase up to 16,000,000 shares of the Company’s common stock as partial consideration for the Telitacicept License Agreement (as defined below) to a subsidiary of RemeGen (“RemeGen Warrant”). Refer to Note 10 for additional information on the license arrangement. The 2025 PIPE Warrants and RemeGen Warrant are collectively referred to as the 2025 Warrants.

The 2025 Warrants have an exercise price of $0.002 per share and became exercisable upon stockholder approval of the issuance of the underlying shares and an amendment to the certificate of incorporation to increase the number of authorized shares, subject to certain limitations on exercise set forth in the 2025 Warrants. On August 25, 2025, the stockholders approved the issuance of the underlying shares and on September 17, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split, resulting in sufficient available authorized shares for warrant holders to exercise the 2025 Warrants. The 2025 Warrants do not expire.

Upon issuance, the 2025 Warrants were liability-classified as they are not considered indexed to the Company’s common stock. The 2025 Warrants are measured at fair value each period with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The valuation of the warrants is classified within Level 2 of the fair value hierarchy due to the use of observable market inputs, primarily the quoted price of the Company’s common stock underlying the warrants. The initial carrying value of the 2025 PIPE Warrants and the RemeGen Warrant at issuance was $175.0 million and $177.4 million, respectively. Issuance costs related to the 2025 PIPE Warrants were expensed as incurred.

The Company also determined that both the 2024 Warrants and 2025 Warrants should be included in the determination of diluted net loss per share if their impact is dilutive. However, they are not included within diluted net loss per share for the three and nine months ended September 30, 2025 as the effect would be antidilutive.

During the three and nine months ended September 30, 2025,2,145,829 of the 2025 Warrants were exercised for an immaterial amount of net proceeds. The remaining 48,854,170 outstanding 2025 Warrants have a fair value of $2,380.1 million as of September 30, 2025.

8. Stock-Based Compensation

2023 Inducement Plan

As of September 30, 2025, the Company had 1,893,219 shares of its common stock available for future issuance under the 2023 Inducement Plan.

Amended and Restated 2021 Equity Incentive Plan

As of September 30, 2025, the Company had 1,739,508 shares of its common stock available for future issuance under its Amended and Restated 2021 Equity Incentive Plan.

Stock Options

The Company’s stock options generally vest ratably over afour-year period and have a contractual term often years. The weighted-average assumptions used principally in determining the fair value of new options granted during the periods presented were as follows:

During the nine months ended September 30, 2025 and 2024, the Company granted new stock options to purchase 5,150,913 shares and 108,631 shares of its common stock, respectively, with a weighted-average grant-date fair value of$17.30 and$29.80 per share, respectively. As of September 30, 2025, total unrecognized compensation expense related to stock options was$82.3 million, which is expected to be recognized over a weighted-average period of 2.1 years. The intrinsic value of stock options exercised during the nine months ended September 30, 2025 was $0.8 million.

Option Repricing

On February 3, 2025, the Company's board of directors approved a stock option repricing (the “Option Repricing”) whereby the exercise price of certain outstanding options to purchase shares of the Company’s common stock was reduced to $26.80 per share. The repricing applied to options to purchase shares of the Company’s common stock held by continuing employees as of February 3, 2025 that had an exercise price per share greater than $26.80; provided that holders of repriced options must remain in continuous service with the Company through February 3, 2026 or, if earlier, a change in control of the Company or 30 days prior to the applicable repriced option’s original expiration date (the “Retention Period”). If any such repriced option is exercised prior to the end of the Retention Period, the exercise price per share will be the original exercise price per share, and not the repriced exercise price. The total number of shares underlying all repriced options was 337,809. The repriced options previously had exercise prices ranging from $27.20 to $899.20 per share. Management determined that the Option Repricing represents a modification of share-based awards and calculated incremental compensation cost of approximately $1.9 million resulting from the modification. However, as the conditions of the modified terms were not expected to be met as of June 30, 2025, the Company reversed any previously recognized incremental compensation cost associated with the modification during the quarter ended June 30, 2025. As of September 30, 2025, the Company still expects that the conditions of the modified terms will not be met.

Restricted Stock Units

During the nine months ended September 30, 2025 and 2024, the Company granted 919,133 restricted stock units and 59,723 restricted stock units, respectively, with a weighted-average grant date fair value of$47.67 and$45.81 per share, respectively. As of September 30, 2025, total unrecognized compensation expense related to restricted stock units was$40.1 million, which is expected to be recognized over a weighted-average period of 2.2 years.

Employee Stock Purchase Plan

As of September 30, 2025, the Company had 115,932 shares of its common stock available for issuance under its Employee Stock Purchase Plan (“ESPP”). During the nine months ended September 30, 2025, the Company issued 33,477 shares with a weighted-average purchase price of$2.91 under the ESPP, which resulted in an immaterial amount of compensation expense. During the nine months ended September 30, 2024, the Company issued 3,706 shares with a weighted-average purchase price of $29.58 under the ESPP, which resulted in an immaterial amount of compensation expense.

Equity Award Modification

In connection with the Restructuring Plan, the Company executed an equity award modification which accelerated the vesting of the former Chief Executive Officer’s restricted stock units and options as a part of his consulting and separation agreement. The modification additionally extended the period for which vested options can be exercised following the employee’s final day of employment. During the nine months ended September 30, 2025, the Company recognized $0.5 million of stock-based compensation expense related to the equity award modification as general and administrative expense within the condensed consolidated statement of operations and comprehensive loss.

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:

9. Leases

Cambridgepark Lease

In December 2019, the Company entered into a lease agreement for office and laboratory space (the “Cambridgepark Lease”) in Cambridge, Massachusetts with PPF Off 100 Cambridge Park Drive, LLC (the “Landlord”). During 2021 and 2022, the Company entered into various lease amendments with the Landlord to obtain additional leased space (the “Lease Amendments”).

In connection with the Restructuring Plan, the Company entered into an early termination agreement with the Landlord on June 20, 2025, pursuant to which the parties agreed to terminate the lease, effective August 4, 2025. Per the terms of such agreement, the Company made a non-refundable termination fee in the amount of $8.5 million to the Landlord. The early termination was treated as a lease modification for accounting purposes. As a result of the modification, the Company remeasured the lease liability and recognized a corresponding adjustment to the right-of-use asset as of the date of the modification. Additionally, as of June 30, 2025, the space was determined to be abandoned, thus the Company has accelerated amortization of the right-of-use asset and de-recognized any remaining balances during the quarter ended June 30, 2025.

In conjunction with the Cambridgepark Lease, the Company was required to execute an irrevocable standby letter of credit of $2.4 million for the benefit of the Landlord. The funds were released to the Company during the quarter ended September 30, 2025.

Boylston Lease

In August 2025, the Company entered into a lease agreement for office space (“Boylston Lease”) with 500 Boylston & 222 Berkeley Owner (DC) LLC (the “Boylston Landlord”). The commencement date of the lease was September 1, 2025, and the Boylston Lease will expire on August 31, 2031, unless terminated earlier in accordance with the lease agreement. The Company has theoption to extend the term for one additional five-year period.

Payments due associated with the Boylston Lease include both fixed and variable payments. Total fixed lease payments under the lease agreement are $3.8 million. Variable payments relate to the Company’s share of the Boylston Landlord’s operating costs associated with the underlying assets and are recognized when the event on which those payments are assessed occurs. The Boylston Lease does not contain a residual value guarantee.

In conjunction with the Boylston Lease, the Company was required to execute an irrevocable standby letter of credit of $0.2 million for the benefit of the Boylston Landlord. As of September 30, 2025, the funds securing the letter of credit were presented as restricted cash equivalents on the condensed consolidated balance sheets.

The elements of lease expense were as follows:

Amounts reported in the condensed consolidated balance sheets and the weighted-average lease term and discount rate information were as follows:

The following table represents other lease activity:

10. Significant Agreements

Telitacicept License Agreement

On June 25, 2025, the Company and RemeGen Co., Ltd. (“RemeGen”) entered into a license agreement (the “Telitacicept License Agreement”) granting the Company exclusive rights to develop and commercialize RemeGen’s proprietary fusion protein compound, telitacicept (the “Licensed Compound”), outside of the People’s Republic of China, Hong Kong, Macau and Taiwan (collectively, “Greater China”). RemeGen retains all rights to the Licensed Compound in Greater China. Under the License Agreement, the Company received an exclusive (even as to RemeGen) license under RemeGen’s patents and know-how to exploit, develop and commercialize the Licensed Compound in all territories other than Greater China, with the right to grant sublicenses. The Company also received a non-exclusive license to manufacture the Licensed Compound and any resulting licensed products (“Licensed Products”) worldwide solely for use in the licensed territory. The Company is responsible for all development, regulatory and commercialization activities and costs in the licensed territory, including the conduct of clinical trials and regulatory submissions. The Telitacicept License Agreement established a joint steering committee (“JSC”) to oversee the ongoing development and commercialization of telitacicept. The JSC comprises an equal number of senior-level executives from each party; however, final decision-making authority as it relates to the development and commercialization of the Licensed Compound outside Greater China lies with the Company.

As consideration for the rights granted, the Company agreed to make an upfront cash payment in the amount of $45.0 million and issued the RemeGen Warrant to a subsidiary of RemeGen, which were initially valued at $177.4 million. Refer to Note 7 for details on the terms of the RemeGen Warrant. The $45.0 million cash payment due to RemeGen was paid during the quarter ended September 30, 2025. The Company incurred $0.2 million in transaction costs related to the Telitacicept License Agreement during the nine months ended September 30, 2025.

The Company accounted for the Telitacicept License Agreement as an asset acquisition as substantially all of the value received was concentrated in the Licensed Compound which does not have an alternate future use as it is not yet approved for commercial sale in the licensed territory. Accordingly, the Company recognized a $222.6 million charge to research and development expense on the condensed consolidated statement of operations and comprehensive loss during the nine months ended September 30, 2025 associated with this asset acquisition. The Company’s accounting policy is to classify the cost of asset acquisitions as an operating cash outflow on the condensed consolidated statement of cash flows.

Pursuant to the terms of the Telitacicept License Agreement, RemeGen is eligible to receive up to $330 million in regulatory milestone payments and up to $3.775 billion in sales milestone payments. In addition, RemeGen is entitled to receive tiered royalties on net sales of the Licensed Products in the licensed territory, ranging from high single digit to mid-teen percentages of net sales, subject to customary reductions. If the Company enters into a sublicense or divests rights to the Licensed Products prior to a specified development event and other than in connection with a change of control, RemeGen is entitled to receive a single digit percentage of certain net proceeds from such transactions. The Telitacicept License Agreement also provides for technology transfer, mutual indemnification and confidentiality. As of September 30, 2025, no milestone or royalty payments have been accrued for as the consideration is not yet payable per the terms of the Agreement.

The Telitacicept License Agreement may be terminated, in its entirety or on a region-by-region basis, by either party for material breach (subject to cure periods and dispute resolution) or insolvency of the other party, by the Company for convenience with advance notice, or by RemeGen if the Company challenges the validity of licensed patents. Upon termination, all rights and licenses in the terminated region will revert to RemeGen, with a wind-down period for the Company to cease activities.

Sales of Intellectual Property

On August 8, 2025, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell certain intellectual property related to the antibody drug conjugate known as VADC45 to Regeneron Pharmaceuticals, Inc. for $3.0 million in cash consideration. Additionally, on September 22, 2025, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell certain intellectual property related to the Company’s previous product candidates trem-cel and VCAR33 to SyzygyMed Inc. for $1.1 million in cash consideration.

In connection with the aforementioned sales, the Company assigned certain license agreements to the buyers including the exclusive license agreement with The Trustees of Columbia University in the City of New York and patent license agreement with the

U.S. Department of Health and Human Services, as represented by National Cancer Institute of the National Institutes of Health as discussed within the 2024 Annual Report.

11. Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share for thethree and nine months ended September 30, 2025 and 2024:

The Company’s potentially dilutive securities were stock options, unvested restricted stock, restricted stock units, and warrants. Based on the amounts outstanding as of September 30, 2025 and 2024, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:

12. Restructuring Plan

On May 5, 2025, the Company’s board of directors approved the wind down of the Company’s then clinical and manufacturing operations and the initiation of a process to explore strategic alternatives to maximize shareholder value (the “Restructuring Plan”). The Company publicly announced this plan on May 8, 2025.

In conjunction with the Restructuring Plan, the Company announced a reduction of its workforce by 154 full-time employees, or approximately 99% of the Company’s then-current employee base. Total severance and benefit costs incurred as of September 30, 2025 were$13.1 million. These costs were recognized in accordance with either ASC 712 or ASC 420, depending on the agreements with impacted employees.

As discussed in Notes 5 and 9, in connection with the Restructuring Plan, the Company sold certain long-lived assets as well as abandoned a right-of-use asset and other property and equipment. The disposals and abandonments resulted in a loss on disposal of$3.3 million, accelerated depreciation of$1.5 million, and accelerated amortization of right-of-use assets of $11.2 million, all of which were incurred during the three months ended June 30, 2025. Management concluded that the disposals do not meet the criteria for discontinued operations as they do not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

Restructuring Costs

The Company incurred a total of$29.7 million of restructuring costs in the nine months ended September 30, 2025. During the three months ended September 30, 2025, the Company revised the total estimated severance and benefit costs incurred by $1.2 million as actual payments made to or on behalf of terminated employees differed from estimated costs, partially due to changes in benefits elections and coverage.

A summary of the restructuring costs recorded in the condensed consolidated statements of operations and comprehensive loss for both the three and nine months ended September 30, 2025 is as follows:

Restructuring Liability

The following table provides details of the severance and benefit costs with the remaining balance of the liability recorded in accrued liabilities on the condensed consolidated balance sheets as of September 30, 2025:

13. Segments

The Company operates and manages its business asone reportable and operating segment, centered around the commercial development of its product candidates. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”). On June 25, 2025, the Company appointed a new CEO who has taken over the role of CODM from the previous CEO.

The Company’s CODM reviews consolidated operating results, manages the business on a consolidated basis and utilizes consolidated net loss from the condensed consolidated statements of operations and comprehensive loss to make decisions about allocating resources and assessing performance for the entire Company. Consolidated net loss is also used to monitor budget to actual results. The CODM is additionally regularly provided with more detailed expense information at the program level. Beginning during the quarter ended September 30, 2025, such programs also included “Telitacicept - MG”, representing the Company’s external spend on the research and development of a new product candidate, acquired through the Telitacicept License Agreement as described in Note 10.

The following table is a summary of the segment profit or loss, including significant segment expenses:

(a) Includes only external research and development expenditures.

(b) Other segment items are primarily comprised of taxes, interest income on marketable securities and certain non-cash expenses such as change in fair value of warrant liabilities, stock-based compensation, depreciation expense, and non-cash lease expense.

The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The CODM additionally reviews cash, cash equivalents and marketable securities when reviewing segment assets. As of September 30, 2025, the Company’s cash, cash equivalents and marketable securities were$170.5 million. The Company does not provide its CODM with any more detailed segment asset information than what is included on the Company’s condensed consolidated balance sheets.

14. Related Party Transactions

2025 Private Placement

As discussed in Note 7, on June 25, 2025, the Company entered into a purchase agreement with certain institutional investors pursuant to which the Company issued and sold warrants to purchase the Company's common stock. RA Capital Healthcare Fund, L.P. purchased warrants to purchase up to 10,000,000 shares of the Company's common stock for gross proceeds of $50.0 million. RA Capital Healthcare Fund, L.P. and its affiliates beneficially own more than 5% of the Company’s common stock. Joshua Resnick, M.D., a member of the Company’s board of directors at the time of the transaction, is a managing director at RA Capital Management L. P., an affiliate of RA Capital Healthcare Fund, L.P. On August 25, 2025, Dr. Resnick resigned as a director, and on August 27, 2025, the Company’s board of directors appointed Sarah Reed to fill the vacancy created by the resignation of Dr. Resnick. Ms. Reed serves as general counsel of RA Capital Management, L.P. The terms of the warrants are further described in Note 7 andnone of the warrants have been exercised as of September 30, 2025.

Sale of Intellectual Property

On September 22, 2025, the Company entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell certain intellectual property related to the Company’s previous product candidates trem-cel and VCAR33 to SyzygyMed Inc. (“Syzygy”) for $1.1 million in cash consideration. Syzygy is wholly owned by Reprogrammed Interchange LLC, a beneficial owner of more than five percent of the Company’s common stock.

15. Subsequent Events

At-the-Market Sales Activity

During October 2025, the Company sold 1,370,111 shares of common stock under the existing at-the-market sales agreement with Stifel, Nicolaus & Company, Incorporated as the agent (the "Stifel ATM Facility"). The shares were soldat a weighted-average price per share of $36.73 for aggregate net proceeds of $49.8 million, after deducting commissions. Following these sales, $48.9 million remained available to be sold under the Stifel ATM Facility.

Underwritten Public Offering

On November 12, 2025, the Company issued and sold 10,000,000 shares of common stock in an underwritten public offering at a price to the public of $10.00 per share, for net proceeds of approximately $93.7 million, after deducting the underwriting discounts and commissions and estimated offering expenses. In addition, on November 12, 2025, the underwriters exercised in full their option to purchase 1,500,000 additional shares of common stock at the public offering price, less the underwriting discounts and commissions. The closing of the purchase of the additional shares is expected to occur on November 14, 2025, subject to satisfaction of customary closing conditions, for additional expected net proceeds of $14.1 million, after deducting the underwriting discounts and commissions.