Sana Biotechnology, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001193125-26-216769
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewComponents of operating resultsResults of operationsLiquidity, capital resources, and capital requirementsContractual obligations and commitmentsOff-balance sheet arrangementsJOBS Act accounting electionCritical accounting policies and significant judgments and estimatesCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342395
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewComponents of operating resultsResults of operationsLiquidity, capital resources, and capital requirementsContractual obligations and commitmentsOff-balance sheet arrangementsJOBS Act accounting electionCritical accounting policies and significant judgments and estimatesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 99 previous paragraphs and 116 current paragraphs.
74 unchanged; 23 reworded; 13 added; 1 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 5 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Impairment of long-lived assets recorded in the second quarter of 2025 consist of non-cash losses recognized for the impairment of the right-of-use (ROU) asset, construction in progress, and laboratory equipment for our manufacturing facility in Bothell, Washington, and the ROU asset, leasehold improvements, and laboratory equipment for certain office and laboratory space in Seattle, Washington. We also recognized additional non-cash impairment losses for other long-lived assets in the second quarter of 2025. The losses were recorded in operating expenses in the statement of operations. Refer to Note 11, Impairment of long-lived assets for further information.
Current report
Comparison of the three and six months ended June 30, 2026 and 2025
Current report
an increase of $2.4 million in research, laboratory, and clinical development costs related to the SC451 and SG293 programs; and
Current report
Research and development expenses were $59.4 million and $67.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease of $7.5 million was primarily due to:
Current report
a decrease of $0.8 million in third-party manufacturing costs at CDMOs primarily related to costs incurred in the six months ended June 30, 2025 for the suspended allogeneic CAR T programs that did not recur in 2026, partially offset by an increase in third-party manufacturing at CDMOs for SC451 and SG293.
Current report
These decreases were partially offset by an increase of $2.4 million in cost for research, laboratory, and clinical development for SC451 and SG293.
Current report
General and administrative expenses were $10.8 million and $22.2 million for the three and six months ended June 30, 2026, respectively, compared to $10.3 million and $21.8 million for the same periods in 2025, respectively.
Current report
The increases for each of the three and six months ended June 30, 2026 and 2025 were primarily due to increases in facility and other allocated costs.
Current report
Impairment of long-lived assets was $44.6 million for the three and six months ended June 30, 2025. There was no impairment of long-lived assets for the three and six months ended June 30, 2026. See Note 11, Impairment of long-lived assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
Current report
(1) Management is continuing to evaluate options to optimize its real estate footprint, which includes the potential amendment of a facility lease to reduce square footage. If finalized, we expect that this amendment would reduce each of our operating lease ROU assets and long-term lease liabilities by approximately $12.0 million and result in a one-time fee of approximately $3.8 million within the current fiscal year.
Removed paragraphs (1)
Previous report
General and administrative expenses were $11.5 million for the three months ended March 31, 2026, unchanged compared to the three months ended March 31, 2025. Legal fees increased $0.2 million offset by decreased personnel-related costs, including stock-based compensation, of $0.2 million compared to the three months ended March 31, 2025.
Reworded paragraphs (23)
Previous wording
Type 1 Diabetes: Almost ten million people suffer from type 1 diabetes (T1D) worldwide, and there has been limited progress in treatments for this disease since the advent of insulin injections over 100 years ago. We are developing SC451, a HIP-modified, stem cell-derived pancreatic islet cell therapy, for the treatment of T1D. The goal of this therapy is euglycemia, or normal blood glucose, without the need for exogenous insulin injections or immunosuppression. Through a first-in-human investigator-sponsored study (IST), we have shown that UP421, an allogeneic, primary islet cell therapy engineered with our HIP technology, can survive and function for 14 months post-transplant in a patient with T1D without the need for immunosuppression. We have incorporated this HIP technology into a more scalable manufacturing platform with SC451 and expect to file an investigational new drug application (IND) as well as begin a Phase 1 clinical trial for this therapy as early as this year.
Current wording
Type 1 Diabetes: Almost ten million people suffer from type 1 diabetes (T1D) worldwide, and there has been limited progress in treatments for this disease since the advent of insulin injections over 100 years ago. We are developing SC451, a HIP-modified, stem cell-derived pancreatic islet cell therapy, for the treatment of T1D. The goal of this therapy is euglycemia, or normal blood glucose, without the need for exogenous insulin injections or immunosuppression. Through a first-in-human investigator-sponsored study (IST), we have shown that UP421, an allogeneic, primary islet cell therapy engineered with our HIP technology, can survive and function for 14 months post-transplant in a patient with T1D without the need for immunosuppression. We have incorporated this HIP technology into a more scalable manufacturing platform with SC451 and expect to file an investigational new drug application (IND) as well as begin a Phase 1/2 clinical trial for this therapy as early as this year.
Previous wording
SG293 is a CD8-targeted fusosome that delivers genetic material to CD8+ T cells, which enables these cells to become CD19-targeting CAR T cells while avoiding potentially problematic delivery to tissues such as the liver and gonads. We plan to develop SG293 in a range of B cell cancers and B cell mediated autoimmune diseases and expect to generate initial clinical data as early as this year.
Current wording
SG293 is a CD8-targeted fusosome that delivers genetic material to CD8+ T cells, which enables these cells to become CD19-targeting CAR T cells while avoiding potentially problematic delivery to tissues such as the liver and gonads. We plan to develop SG293 in a range of B cell cancers and B cell mediated autoimmune diseases and expect to generate initial clinical data in patients with non-Hodgkin lymphoma as early as this year.
Previous wording
With respect to ourex vivo cell engineering efforts, in March 2026, we announced positive 14-month results from the UP421 IST. The study showed no drug product-related adverse events, and there was evidence of graft survival and function with detectable C-peptide production through 14 months following transplantation. C-peptide levels increased, as expected, during a mixed meal tolerance test, showing appropriate function of the transplanted islet cells. Immunological analysis revealed comprehensive immune evasion of HIP-modified pancreatic islet cells. In August 2025, The New England Journal of Medicine published a journal article titled "Survival of Transplanted Allogeneic Beta Cells with No Immunosuppression," which discusses the 12-week results of the trial. We continue preclinical development of SC451, which is currently completing nonclinical testing, manufacturing transfer, and clinical trial preparation.
Current wording
With respect to ourex vivo cell engineering efforts, in July 2026, The New England Journal of Medicine published a peer-reviewed Letter to the Editor highlighting 14-month follow-up data from the IST, which demonstrated in a patient the continued safety of the transplanted pancreatic beta cells, as well as continued survival and function of these cells as measured by the presence of circulating C-peptide, a biomarker indicating that transplanted beta cells are producing insulin. C-peptide levels also increased during a mixed meal tolerance test, showing appropriate function of the transplanted islet cells. We continue preclinical development of SC451, which is currently completing nonclinical testing, manufacturing transfer, and clinical trial preparation.
Previous wording
With respect to ourin vivo cell engineering research efforts, in January 2026, we shared data from a preclinical study using a surrogate for SG293 that delivers a CD20 CAR capable of targeting non-human primate (NHP) B cells incynomolgus macaques in the absence of lymphodepletion. A single intravenous injection of the SG293 surrogate to these NHPs resulted in robustin vivo generation of CAR T cells and deep B cell depletion in the peripheral blood and lymph nodes. The B cell depletion was further confirmed by lymph node biopsies showing clearance of B cells as well as by “reset” of the NHPs’ B cell repertoire toward naïve B cells. We believe that deep B cell depletion in this preclinical model is the most significant biomarker for potential efficacy in patients with B cell cancers and B cell mediated autoimmune diseases. Separately, in vitro studies using SG293 have shown selective gene delivery to CD8+ T cells with no detectable off-target transduction in tissues such as the liver and gonadal tissue, supporting the specificity of SG293. We are currently conducting nonclinical testing, manufacturing transfer to a contract manufacturer, and clinical trial preparation for SG293.
Current wording
With respect to ourin vivo cell engineering efforts, at the American Society of Gene & Cell Therapy (ASGCT) 2026 Annual Meeting in May 2026, we presented data from a preclinical study using a surrogate for SG293 that delivers a CD20 CAR capable of targeting non-human primate (NHP) B cells incynomolgus macaques in the absence of lymphodepletion. A single intravenous injection of the SG293 surrogate to these NHPs resulted in robustin vivo generation of CAR T cells and deep B cell depletion in the peripheral blood and lymph nodes. The B cell depletion was further confirmed by lymph node biopsies showing clearance of B cells as well as by “reset” of the NHPs’ B cell repertoire toward naïve B cells. We believe that deep B cell depletion in this preclinical model is the most significant biomarker for potential efficacy in patients with B cell cancers and B cell mediated autoimmune diseases. Separately, in vitro studies using SG293 have shown selective gene delivery to CD8+ T cells with no detectable off-target transduction in tissues such as the liver and gonadal tissue, supporting the specificity of SG293. We are currently completing nonclinical testing, manufacturing transfer, and clinical trial preparation for SG293.
Previous wording
Our operations to date have included developing ourex vivo andin vivo cell engineering platforms, identifying and developing potential product candidates, executing preclinical studies, establishing manufacturing capabilities, conducting clinical trials of our product candidates, supporting clinical trials of product candidates developed using our technologies, acquiring technologies, staffing the company, business planning, establishing and maintaining our intellectual property portfolio, raising capital, and providing general and administrative support for these operations. All of our programs are currently in the development stage, and we do not have any products approved for sale. We have incurred net losses each year since our inception. Our net losses for the three months ended March 31, 2026 and 2025 were $47.2 million and $49.4 million, respectively. As of March 31, 2026, we had an accumulated deficit of $1.9 billion. Our net losses resulted primarily from our research and development programs, and, to a lesser extent, general and administrative costs associated with our operations.
Current wording
Our operations to date have included developing ourex vivo andin vivo cell engineering platforms, identifying and developing potential product candidates, executing preclinical studies, establishing manufacturing capabilities, conducting clinical trials of our product candidates, supporting clinical trials of product candidates developed using our technologies, acquiring technologies, staffing the company, business planning, establishing and maintaining our intellectual property portfolio, raising capital, and providing general and administrative support for these operations. All of our programs are currently in the development stage, and we do not have any products approved for sale. We have incurred net losses each year since our inception. Our net losses for the six months ended June 30, 2026 and 2025 were $110.8 million and $143.2 million, respectively. As of June 30, 2026, we had an accumulated deficit of $2.0 billion. Our net losses resulted primarily from our research and development programs, and, to a lesser extent, general and administrative costs associated with our operations.
Previous wording
In April 2026, we entered into a stock purchase agreement with Mayo Clinic (Stock Purchase Agreement), pursuant to which we agreed to sell to Mayo Clinic, and Mayo Clinic agreed to purchase, (i) 7,507,507 shares (the Initial Shares) of our common stock at a price of $3.33 per share, for gross proceeds of approximately $25.0 million, and (ii) if elected by Mayo Clinic on or prior to August 31, 2026, an additional 7,507,507 shares (the Additional Shares) of common stock at a price of $3.33 per share, for additional gross proceeds of approximately $25.0 million. The closing of the purchase and sale of the Initial Shares occurred on April 15, 2026. As of the date of this Quarterly Report, Mayo Clinic has not elected to purchase the Additional Shares. Pursuant to the Stock Purchase Agreement, we agreed to use the net proceeds from the sale of the Initial Shares and, if applicable, the Additional Shares, for the development of products upon which an affiliate of Mayo Clinic has the right to receive royalties pursuant to a collaboration and license agreement, dated April 10, 2026, between the Company and such affiliate (the License Agreement), including SC451 and certain genetically modified stem-cell derived islet cell products, as set forth in the License Agreement.
Current wording
In April 2026, we entered into a stock purchase agreement (SPA) with Mayo Clinic pursuant to which Mayo Clinic purchased 7.5 million shares (the Initial Shares) of our common stock at a price of $3.33 per share for gross proceeds of approximately $25.0 million, and may elect, on or prior to August 31, 2026, to purchase an additional 7.5 million shares (the Additional Shares) of our common stock at a price of $3.33 per share for additional gross proceeds of approximately $25.0 million. As of the filing of this Quarterly Report, Mayo Clinic has not elected to purchase the Additional Shares. Pursuant to the SPA, we agreed to use the net proceeds from the sale of the Initial Shares and, if applicable, the Additional Shares, for the development of products upon which an affiliate of Mayo Clinic has the right to receive royalties pursuant to a collaboration and license agreement, dated April 10, 2026, between us and such affiliate (the License Agreement), including SC451 and certain genetically modified stem-cell derived islet cell products, as set forth in the License Agreement.
Previous wording
In March 2026, we entered into an amended and restated sales agreement (the Sales Agreement) with TD Securities (USA) LLC (TD Cowen), acting as sales agent, pursuant to which we may offer and sell through TD Cowen shares of our common stock from time to time in a series of one or more at the market equity offerings, and filed a prospectus supplement with the SEC pursuant to which we may offer and sell up to $150.0 million of shares of our common stock pursuant to the Sales Agreement (collectively, the ATM facility). The Sales Agreement amends and restates our prior sales agreement with TD Cowen entered into in May 2025 (the Prior Sales Agreement). During the quarter ended March 31, 2026, we did not sell any shares of our common stock under the Prior Sales Agreement or the Sales Agreement.
Current wording
In March 2026, we entered into an amended and restated sales agreement (the Sales Agreement) with TD Securities (USA) LLC (TD Cowen), acting as sales agent, pursuant to which we may offer and sell through TD Cowen shares of our common stock from time to time in a series of one or more at the market equity offerings, and filed a prospectus supplement with the SEC pursuant to which we may offer and sell up to $150.0 million of shares of our common stock pursuant to the Sales Agreement (collectively, the ATM facility). During the quarter ended June 30, 2026, we sold an aggregate of 21.6 million shares of common stock under the Sales Agreement for net proceeds of $68.6 million, after deducting commissions and expenses.
Previous wording
As of March 31, 2026, we had cash, cash equivalents, and marketable securities of $101.1 million. We will need to raise additional financing within the next 12 months and in the future to fund our operations, including conducting clinical trials and the commercialization of any approved product candidates. Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations with our existing cash, cash equivalents, and marketable securities, proceeds from any future equity or debt financings, and milestone, royalty, and other payments received under any future licenses, collaborations, or other arrangements. Additional capital may not be available on terms that are reasonable or acceptable to us, if at all. If we are unable to raise capital when needed or on attractive terms, our business, results of operations, and financial condition would be adversely affected.
Current wording
As of June 30, 2026, we had cash, cash equivalents, and marketable securities of $160.5 million. We will need to raise additional capital within the next 12 months and in the future to fund our operations, including conducting clinical trials and the commercialization of any approved product candidates. Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations with our existing cash, cash equivalents, and marketable securities, proceeds from any future equity or debt financings, and milestone, royalty, and other payments received under any future licenses, collaborations, or other arrangements. Additional capital may not be available on terms that are reasonable or acceptable to us, if at all. If we are unable to raise capital when needed or on attractive terms, our business, results of operations, and financial condition would be adversely affected.
Previous wording
Pursuant to the terms and conditions of the Cobalt acquisition agreement, we are obligated to pay to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration) of up to an aggregate of $500.0 million upon our achievement of certain specified development milestones and a success payment (Cobalt Success Payment) of up to $500.0 million, each of which is payable in cash or stock. The Cobalt Success Payment is payable if, at pre-determined valuation measurement dates, our market capitalization equals or exceeds $8.1 billion, and we are advancing a program based on the fusogen technology in a clinical trial pursuant to an IND, or have filed for, or received approval for, a biologics license application or new drug application for a product based on the fusogen technology. The Cobalt Success Payment can be achieved over a maximum of 20 years from the date of the acquisition, but this period could be shorter upon the occurrence of certain events. A valuation measurement date would also be triggered upon a change of control if at least one of our programs based on the fusogen technology is the subject of an active research program at the time of such change of control. If there is a change of control and our market capitalization is below $8.1 billion as of the date of such change of control, the amount of the potential Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase. As of March 31, 2026, a Cobalt Success Payment had not been triggered.
Current wording
Pursuant to the terms and conditions of the Cobalt acquisition agreement, we are obligated to pay to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration) of up to an aggregate of $500.0 million upon our achievement of certain specified development milestones and a success payment (Cobalt Success Payment) of up to $500.0 million, each of which is payable in cash or stock. The Cobalt Success Payment can become payable over a maximum of 20 years from the date of the acquisition, but this period could be shorter upon the occurrence of certain events. The Cobalt Success Payment is payable if our market capitalization equals or exceeds $8.1 billion, and we are advancing a product based on the fusogen technology in a clinical trial pursuant to an IND, or are in the process of filing or have filed for, or received approval for, a biologics license application or new drug application for a product based on the fusogen technology. The Cobalt Success Payment would alternatively be payable upon a change of control if at least one of our products based on the fusogen technology is the subject of an active research program at the time of such change of control. If our market capitalization is below $8.1 billion as of the date of such change of control, the amount of the potential Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase. As of June 30, 2026, the Cobalt Success Payment had not been triggered.
Previous wording
See Note 4, Acquisitions to our condensed consolidated financial statements included elsewhere in this Quarterly Report for details on the amount of the potential Cobalt Success Payment and potential Cobalt Contingent Consideration if there is a change of control based on various thresholds for our market capitalization on such change of control date. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations “—Critical accounting policies and significant judgments and estimates—Success payments” and “—Critical accounting policies and significant judgments and estimates—Contingent consideration” included in our 2025 Annual Report for more information on the accounting treatment of the Cobalt Success Payment and Cobalt Contingent Consideration.
Current wording
See Note 4, Acquisitions to our condensed consolidated financial statements included elsewhere in this Quarterly Report for details on the amount of the potential Cobalt Success Payment and potential Cobalt Contingent Consideration based on various thresholds for our market capitalization on the date of a change of control. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations “—Critical accounting policies and significant judgments and estimates—Success payments” and “—Critical accounting policies and significant judgments and estimates—Contingent consideration” included in our 2025 Annual Report for more information on the accounting treatment of the Cobalt Success Payment and Cobalt Contingent Consideration.
Previous wording
Research and development expenses were $28.7 million and $37.2 million for the three months ended March 31, 2026 and 2025, respectively. The decrease of $8.5 million was primarily due to:
Current wording
Research and development expenses were $30.7 million and $29.8 million for the three months ended June 30, 2026 and 2025, respectively. The increase of $0.9 million was primarily due to:
Previous wording
a decrease of $2.2 million in third-party manufacturing costs at CDMOs primarily related to the suspension of our allogeneic CAR T programs; and
Current wording
an increase of $1.4 million in third-party manufacturing costs at CDMOs for SC451 and SG293.
Previous wording
a decrease of $2.1 million in facility and other allocated costs primarily related to depreciation, allocated personnel, and other costs.
Current wording
a decrease of $1.1 million in facility and other allocated costs primarily related to depreciation, allocated personnel, and other allocated costs.
Previous wording
a decrease of $4.7 million in personnel-related expenses, including non-cash stock-based compensation, due to lower research and development headcount;
Current wording
a decrease of $6.9 million in personnel-related expenses, including non-cash stock-based compensation, primarily due to lower research and development headcount;
Previous wording
The gain related to the change in the estimated fair value of our Cobalt Success Payment was $1.8 million for the three months ended March 31, 2026, compared to an expense of $0.1 million for the same period in 2025. The changes in value were primarily due to changes in our market capitalization during the relevant periods. The gain related to the change in the estimated fair value of our Harvard Success Payments was $0.5 million for the three months ended March 31, 2026, compared to an immaterial gain for the same period in 2025. The changes in value were primarily due to changes in our common stock price during the relevant periods. The expense related to the change in the estimated fair value of our Cobalt Contingent Consideration was $10.7 million for the three months ended March 31, 2026 compared to $1.9 million for the same period in 2025, respectively. The changes in value were due primarily to changes in the timing and probability of the achievement of milestones during the relevant periods.
Current wording
The expense related to the change in the estimated fair value of our Cobalt Success Payment was $5.3 million for the six months ended June 30, 2026, compared to $3.7 million for the same period in 2025. The changes in value were primarily due to changes in our market capitalization during the relevant periods. The gain related to the change in the estimated fair value of our Harvard Success Payments was $0.1 million for the six months ended June 30, 2026, compared to an expense of $0.4 million for the same period in 2025. The changes in value were primarily due to changes in our common stock price during the relevant periods. The expense related to the change in the estimated fair value of our Cobalt Contingent Consideration was $27.1 million for the six months ended June 30, 2026 compared to $8.2 million for the same period in 2025. The changes in value were due primarily to changes in the timing and probability of the achievement of milestones during the relevant periods.
Previous wording
Interest income, net, was $1.0 million for the three months ended March 31, 2026, unchanged compared to the three months ended March 31, 2025, and consisted primarily of interest earned on our cash and marketable securities balances.
Current wording
Interest income, net, was $1.1 million and $2.1 million for the three and six months ended June 30, 2026, respectively, compared to $0.6 million and $1.6 million for the same periods in 2025, respectively, and consisted primarily of interest earned on our cash and marketable securities balances.
Previous wording
As of March 31, 2026, we had $101.1 million in cash, cash equivalents, and marketable securities. Since inception through March 31, 2026, we have raised an aggregate of approximately $1.7 billion in net proceeds from sales of our equity securities.
Current wording
As of June 30, 2026, we had $160.5 million in cash, cash equivalents, and marketable securities. Since inception through June 30, 2026, we have raised an aggregate of approximately $1.8 billion in net proceeds from sales of our equity securities.
Previous wording
In March 2026, we entered into the Sales Agreement with TD Cowen, acting as sales agent, and filed a prospectus supplement with the SEC, pursuant to which we may offer and sell up to $150.0 million of shares of our common stock from time to time under the ATM facility. The Sales Agreement amends and restates the Prior Sales Agreement. During the quarter ended March 31, 2026, we did not sell any shares of our common stock under the Prior Sales Agreement or the Sales Agreement.
Current wording
In March 2026, we entered into the Sales Agreement with TD Cowen, acting as sales agent, and filed a prospectus supplement with the SEC, pursuant to which we may offer and sell up to $150.0 million of shares of our common stock from time to time under the ATM facility. During the quarter ended June 30, 2026, we sold an aggregate of 21.6 million shares of common stock under the Sales Agreement for net proceeds of $68.6 million, after deducting commissions and expenses.
Previous wording
During the three months ended March 31, 2025, net cash used in operating activities was $48.7 million, consisting primarily of net loss of $49.4 million and the change in net operating assets and liabilities of $10.9 million, offset by non-cash adjustments of $11.6 million. The non-cash adjustments of $11.6 million consisted of $7.0 million of non-cash stock-based compensation, depreciation expense of $3.6 million, and expenses of $0.1 million and $1.9 million for the revaluation of our success payment liabilities and contingent consideration, respectively, partially offset by other non-cash adjustments of $1.0 million.
Current wording
During the six months ended June 30, 2026, net cash used in operating activities was $70.2 million, consisting primarily of net loss of $110.8 million and the change in net operating assets and liabilities of $5.4 million, offset by non-cash adjustments of $46.0 million. The non-cash adjustments of $46.0 million consisted of expenses of $27.1 million and $5.2 million for revaluation of our contingent consideration and success payment liabilities, respectively, $11.0 million of non-cash stock-based compensation, and depreciation expense of $4.6 million, partially offset by other non-cash adjustments of $1.9 million.
Previous wording
During the three months ended March 31, 2026, net cash used in operating activities was $37.4 million, consisting primarily of net loss of $47.2 million and the change in net operating assets and liabilities of $6.5 million, offset by non-cash adjustments of $16.3 million. The non-cash adjustments of $16.3 million consisted of an expense of $10.7 million for revaluation of our contingent consideration, $5.7 million of non-cash stock-based compensation, and depreciation expense of $2.4 million, partially offset by a gain of $2.3 million for revaluation of our success payment liabilities, and other non-cash adjustments of $0.2 million.
Current wording
During the six months ended June 30, 2025, net cash used in operating activities was $81.8 million, consisting primarily of net loss of $143.2 million and the change in net operating assets and liabilities of $14.2 million, offset by non-cash adjustments of $75.6 million. The non-cash adjustments of $75.6 million consisted of $44.6 million for impairment of long-lived assets, $13.7 million of non-cash stock-based compensation, expenses of $8.2 million and $4.1 million for the revaluation of our contingent consideration and success payment liabilities, respectively, and depreciation expense of $6.5 million, partially offset by other non-cash adjustments of $1.5 million.
Previous wording
Cash provided by investing activities was $49.4 million during the three months ended March 31, 2026, and $16.6 million during the three months ended March 31, 2025. For the three months ended March 31, 2026, this consisted primarily of net purchases and maturities of marketable securities of $49.5 million. For the three months ended March 31, 2025, this consisted of net purchases and maturities of marketable securities of $16.5 million and net sales of property and equipment of $0.1 million.
Current wording
Cash used in investing activities was $38.1 million during the six months ended June 30, 2026, and cash provided by investing activities was $24.3 million during the six months ended June 30, 2025. For the six months ended June 30, 2026, this consisted primarily of net purchases and maturities of marketable securities of $36.5 million and net purchases of property and equipment of $1.6 million. For the six months ended June 30, 2025, this consisted of net purchases and maturities of marketable securities of $23.7 million and net sales of property and equipment of $0.6 million.
Previous wording
During the three months ended March 31, 2026 and 2025, cash used in financing activities was $0.1 million and cash provided by financing activities was $1.0 million, respectively. During the three months ended March 31, 2025, financing activities consisted primarily of net proceeds from issuance of common stock.
Current wording
During the six months ended June 30, 2026 and 2025, cash provided by financing activities was $93.5 million and $1.5 million, respectively, and consisted primarily of net proceeds from issuance of common stock.
Previous wording
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in more detail in the notes to our condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, and are consistent with those discussed in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations “—Critical accounting policies and significant judgments and estimates” included in our 2025 Annual Report.
Current wording
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in more detail in the notes to our condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and are consistent with those discussed in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations “—Critical accounting policies and significant judgments and estimates” included in our 2025 Annual Report.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
a decrease of $2.2 million in personnel-related expenses, including non-cash stock-based compensation, primarily due to lower research and development headcount; and
Current report — wording carried from elsewhere
The following table summarizes the components of our research and development expenses for the periods presented:
Current report — wording carried from elsewhere
a decrease of $3.2 million in facility and other allocated costs primarily related to depreciation, allocated personnel, and other allocated costs; and
Current report — wording carried from elsewhere
The following table summarizes the expenses associated with research and development related success payments and contingent consideration for the periods presented:
Current report — wording carried from elsewhere
The expense related to the change in the estimated fair value of our Cobalt Success Payment was $7.2 million for the three months ended June 30, 2026, compared to $3.6 million for the same period in 2025. The changes in value were primarily due to changes in our market capitalization during the relevant periods. The expense related to the change in the estimated fair value of our Harvard Success Payments was $0.4 million for each of the three months ended June 30, 2026 and 2025. The changes in value were primarily due to changes in our common stock price during the relevant periods. The expense related to the change in the estimated fair value of our Cobalt Contingent Consideration was $16.4 million for the three months ended June 30, 2026 compared to $6.3 million for the same period in 2025. The changes in value were due primarily to changes in the timing and probability of the achievement of milestones during the relevant periods.
Current report — wording carried from elsewhere
In April 2026, we entered into the SPA with Mayo Clinic pursuant to which Mayo Clinic purchased the Initial Shares at a price of $3.33 per share for gross proceeds of approximately $25.0 million, and may elect, on or prior to August 31, 2026, to purchase the Additional Shares at a price of $3.33 per share for additional gross proceeds of approximately $25.0 million. As of the filing of this Quarterly Report, Mayo Clinic has not elected to purchase the Additional Shares. Pursuant to the SPA, we agreed to use the net proceeds from the sale of the Initial Shares and, if applicable, the Additional Shares, for the development of products upon which an affiliate of Mayo Clinic has the right to receive royalties pursuant to the License Agreement, including SC451 and certain genetically modified stem-cell derived islet cell products, as set forth in the License Agreement.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Comparison of the three months ended March 31, 2026 and 2025