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Allogene Therapeutics, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About 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.

Sep 30, 2025 · Filed Nov 6, 2025

ALLO$1.04-4.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001737287-25-000088

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001628280-25-050230

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 147 previous paragraphs and 147 current paragraphs.

109 unchanged; 33 reworded; 5 added; 2 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 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 (5)

Current report

In September 2024, we identified additional impairments as the carrying values of to-be-sublet property asset groups were not recoverable due to current market conditions. We revised the valuations of the assets within these groups based on terms with a subtenant for a portion of one of the buildings within one of the asset groups and based on new market data for both asset groups. For the three months ended September 30, 2024, we recorded long-lived asset impairment charge of $10.7 million. No such expense was recorded for the three months ended September 30, 2025.

Current report

Comparison of the Nine Months Ended September 30, 2025 and 2024

Current report

In June 2024, we recorded long-lived asset impairment charges of $5.0 million. In September 2024, we identified additional impairments as the carrying value of this to-be-sublet property asset group was not recoverable due to current market conditions. We revised the valuation of this asset group based on new market data. In September 30, 2024, we recorded an additional long-lived asset impairment charge of $1.2 million.

Current report

Previously, in December 2023, we made a decision to sublease one of our other leased buildings in South San Francisco. In September 2024, we identified additional impairments as the carrying value of to-be-sublet property asset group was not recoverable due to the then-current market conditions. We revised the valuations of this asset group based on a non-binding letter of intent with a potential subtenant for a portion of the building included in this asset group and based on new market data. In the three months ended September 30, 2024, we recorded long-lived asset impairment charges of $9.5 million.

Current report

During the nine months ended September 30, 2024, we recognized total impairment charges of $15.7 million.
Removed paragraphs (2)

Previous report

In June 2024, we made a decision to sublease one of our leased buildings in South San Francisco. We vacated and ceased occupancy of this building in June 2024 and actively marketed the leased building for sublease. We recorded long-lived asset impairment charge of $5.0 million for the six months ended June 30, 2024 based on the performed impairment analysis. During the six months ended June 30, 2025, we recorded an additional long-lived asset impairment charge of $1.0 million related to this subleased building. In addition, during the six months ended June 30, 2025, we recorded equipment impairment of $1.3 million in conjunction with the Workforce Reduction.
Reworded paragraphs (33)

Previous wording

In June 2024, we initiated a pivotal Phase 2 clinical trial (ALPHA3) evaluating cemacabtagene ansegedleucel (cema-cel, previously ALLO-501A) as part of a first-line (1L) consolidation treatment for patients newly diagnosed with large B-cell lymphoma (LBCL) who, despite initial treatment success, remain at high risk for relapse. A trial-in-progress poster highlighting ALPHA3 was presented at the 2025 Annual Meeting of the American Society of Clinical Oncology (ASCO, June 1, 2025). We now have over 50 activated trial sites in the United States and Canada, and are actively evaluating expansion of the trial to other regions around the world.

Current wording

In June 2024, we initiated a pivotal Phase 2 clinical trial (ALPHA3) evaluating cemacabtagene ansegedleucel (cema-cel, previously ALLO-501A) as part of a first-line (1L) consolidation treatment for patients newly diagnosed with large B-cell lymphoma (LBCL) who, despite initial treatment success, remain at high risk for relapse. A trial-in-progress poster highlighting ALPHA3 was presented at the 2025 Annual Meeting of the American Society of Clinical Oncology (ASCO, June 1, 2025). We now have over 50 activated trial sites in the United States and Canada. Additional sites in Australia and South Korea are progressing toward activation and are expected to open in early 2026. We have met with European Union (EU) regulatory authorities and have received scientific advice to assist us with finalizing our regulatory strategy for opening the trial in the EU, and we are now completing operational feasibility assessments for both the EU and United Kingdom (UK).

Previous wording

Following the adoption of standard FC in the ALPHA3 trial, none of our trials open to enrollment or pipeline programs include ALLO-647. Instead, we will advance its next-generation AlloCAR T product candidates using the proprietary Dagger® Platform Technology, which is designed to minimize or potentially eliminate the need for standard lymphodepletion.

Current wording

Following the adoption of standard FC in the ALPHA3 trial, none of our trials open to enrollment or pipeline programs include ALLO-647. Instead, we will advance our next-generation AlloCAR T product candidates using the proprietary Dagger® Platform Technology, which is designed to minimize or potentially eliminate the need for standard lymphodepletion.

Previous wording

We are developing ALLO-329, a next-generation allogeneic CAR T cell product candidate targeting both CD19 and CD70 for the treatment of certain autoimmune diseases (AID). Inclusion of an anti-CD70 CAR in ALLO-329 incorporates the Dagger® technology, which is designed to reduce or eliminate the need for standard chemotherapy by preventing premature rejection while targeting CD19+ B-cells and CD70+ activated T-cells, both of which play a role in AID. In January 2025, we announced that the FDA had cleared our investigational new drug (IND) application for a Phase 1 rheumatology basket study of ALLO-329 (RESOLUTION trial) and we have now initiated the trial. Our RESOLUTION trial will evaluate the safety and efficacy of ALLO-329 across multiple autoimmune diseases, including systemic lupus erythematosus (SLE) (including lupus nephritis), idiopathic inflammatory myopathies (IIM), and systemic sclerosis (SSc). We anticipate having proof-of-concept data by the first half of 2026, which we anticipate will include both biomarker and clinical data. On April 27, 2025, we announced that ALLO-329 had received three Fast Track Designations (FTD) from the FDA for the treatment of adult patients with SLE, IIM, and SSc.

Current wording

We are developing ALLO-329, a next-generation allogeneic CAR T cell product candidate targeting both CD19 and CD70 for the treatment of certain autoimmune diseases (AID). Inclusion of an anti-CD70 CAR in ALLO-329 incorporates the Dagger® technology, which is designed to reduce or eliminate the need for standard chemotherapy by preventing premature rejection while targeting CD19+ B-cells and CD70+ activated T-cells, both of which play a role in AID. In January 2025, we announced that the FDA had cleared our investigational new drug (IND) application for a Phase 1 rheumatology basket study of ALLO-329 (RESOLUTION trial), which we initiated in the second quarter of 2025. Our RESOLUTION trial will evaluate the safety and efficacy of ALLO-329 across multiple autoimmune diseases, including systemic lupus erythematosus (SLE) (including lupus nephritis), idiopathic inflammatory myopathies (IIM), and systemic sclerosis (SSc). We anticipate having proof-of-concept data by the first half of 2026, which we anticipate will include both biomarker and clinical data. On April 27, 2025, we announced that ALLO-329 had received three Fast Track Designations (FTD) from the FDA for the treatment of adult patients with SLE, IIM, and SSc.

Previous wording

In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) under which we expanded the geographic territory for our CD19 license to include the European Union (EU) and the United Kingdom (UK). The Servier Amendment also grants us an option to further expand the licensed territory to include China and Japan upon the objective showing of sufficient resources to develop licensed products in those countries, which could be met through the Company entering into a strategic partnership covering those countries. In the coming months, we plan to seek scientific advice from EU and UK regulatory authorities to assist us with finalizing our regulatory strategy for the EU and the UK. Additionally, in February 2025, we entered into an Amended and Restated Strategic Collaboration Agreement with Foresight Diagnostics which expands our collaboration to enable the development of Foresight Diagnostics’ MRD assay in the EU, UK, Canada and Australia in support of our clinical development of cema-cel.

Current wording

In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) under which we expanded the geographic territory for our CD19 license to include the EU and the UK. The Servier Amendment also grants us an option to further expand the licensed territory to include China and Japan upon the objective showing of sufficient resources to develop licensed products in those countries, which could be met through the Company entering into a strategic partnership covering those countries. Additionally, in February 2025, we entered into an Amended and Restated Strategic Collaboration Agreement with Foresight Diagnostics which expands our collaboration to enable the development of Foresight Diagnostics’ MRD assay in the EU, UK, Canada and Australia in support of our clinical development of cema-cel.

Previous wording

Since inception, we have had significant operating losses. Our net loss was $50.9 million and $110.7 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2025, we had an accumulated deficit of $1.9 billion. As of June 30, 2025, we had $302.6 million in cash and cash equivalents and investments and we expect our cash runway to fund operations into the second half of 2027. We expect to continue to incur net losses for the foreseeable future, and we expect our research and development expenses and general and administrative expenses will continue to increase.

Current wording

Since inception, we have had significant operating losses. Our net loss was $41.4 million and $152.1 million for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, we had an accumulated deficit of $2.0 billion. As of September 30, 2025, we had $277.1 million in cash and cash equivalents and investments and we expect our cash runway to fund operations into the second half of 2027. We expect to continue to incur net losses for the foreseeable future, and we expect our research and development expenses and general and administrative expenses will continue to increase.

Previous wording

In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) with Servier under which we: (1) expanded our territory under the Original Servier Agreement to include the European Union and the United Kingdom, and provided for an option to further expand our territory to include China and Japan, (2) waived certain of our rights to elect to convert certain of our license rights to a worldwide license, (3) revised our future milestone payments to coincide with Servier’s milestone payments to Cellectis under the Servier-Cellectis Agreement, (4) agreed to pre-pay a future €20 million milestone payment into an escrow account, and (5) increased the United States tiered royalty rates to a range from the low tens to the mid teen percentages, and agreed to an ex-U.S. royalty rate of 10%. For more information, see “Risk Factors—

Current wording

In May 2024, we entered into an Amendment and Settlement Agreement (the Servier Amendment) with Servier under which we: (1) expanded our territory under the Original Servier Agreement to include the European Union and the United Kingdom, and provided for an option to further expand our territory to include China and Japan, (2) waived certain of our rights to elect to convert certain of our license rights to a worldwide license, (3) revised our future milestone payments to coincide with Servier’s milestone payments to Cellectis under the Servier-Cellectis Agreement, (4) agreed to pre-pay a future €20 million milestone payment into an escrow account, and (5) increased the United States tiered royalty rates to a range from the low tens to the mid teen percentages, and agreed to an ex-U.S. royalty rate of 10%. For more information, see “Risk Factors—Servier’s discontinuation of its involvement in the development of CD19 Products and Servier's disputes with Cellectis, or future disputes with us, may have adverse consequences.”

Previous wording

In January 2025, Notch announced that securing additional investment and/or additional partners to take their research forward remains challenging, and therefore they significantly reduced their workforce to preserve cash and provide the time to explore alternate paths forward. On March 31, 2025, we entered into a Second Amendment to Amended and Restated Collaboration and License Agreement (Second Amended Notch Agreement) with Notch in connection with F. Hoffmann-La Roche AG’s (Roche) acquisition of Notch. Under the Second Amended Notch Agreement, the definitions of certain terms were clarified, certain time periods for completing the transfer of certain technology were extended, and the scope of Allogene’s exclusive rights were clarified.

Current wording

Following F. Hoffmann-La Roche AG’s (Roche) acquisition of Notch, in March 2025, Notch was dissolved, and Roche became Notch’s successor in interest under our agreement. In connection with such acquisition, on March 31, 2025 we entered into a Second Amendment to Amended and Restated Collaboration and License Agreement (Second Amended Notch Agreement) with Notch under which the definitions of certain terms were clarified, certain time periods for completing the transfer of certain technology were extended, and the scope of Allogene’s exclusive rights were clarified.

Previous wording

On October 6, 2020, we entered into a strategic five-year collaboration agreement with The University of Texas MD Anderson Cancer Center (MD Anderson) for the preclinical and clinical investigation of allogeneic CAR T cell product candidates.

Current wording

On October 6, 2020, we entered into a strategic five-year collaboration agreement with The University of Texas MD Anderson Cancer Center (MD Anderson) for the preclinical and clinical investigation of allogeneic CAR T cell product candidates. In August 2025 the Company extended the term of the agreement for an additional year.

Previous wording

To date, our research and development expenses have related primarily to discovery efforts, preclinical and clinical development, and manufacturing of our product candidates. Research and development expenses for the three and six months ended June 30, 2025 included costs associated with our clinical and preclinical stage pipeline candidates and research into newer technologies. The most significant research and development expenses for the year to date relate to costs incurred for the development of our most advanced product candidates and include:

Current wording

To date, our research and development expenses have related primarily to discovery efforts, preclinical and clinical development, and manufacturing of our product candidates. Research and development expenses for the three and nine months ended September 30, 2025 included costs associated with our clinical and preclinical stage pipeline candidates and research into newer technologies. The most significant research and development expenses for the year to date relate to costs incurred for the development of our most advanced product candidates and include:

Previous wording

Our research and development expenses included $20.4 million of internal expenses and $19.7 million of external expenses for the three months ended June 30, 2025. Of the $19.7 million of external expenses for the three months ended June 30, 2025, $6.9 million was related to our cema-cel program. Our research and development expenses included $22.1 million of internal expenses and $28.3 million of external expenses for the three months ended June 30, 2024.

Current wording

Our research and development expenses included $15.6 million of internal expenses and $15.6 million of external expenses for the three months ended September 30, 2025. Of the $15.6 million of external expenses for the three months ended September 30, 2025, $6.1 million was related to our cema-cel program. Our research and development expenses included $22.5 million of internal expenses and $22.2 million of external expenses for the three months ended September 30, 2024.

Previous wording

Research and development expenses were $90.4 million and $102.6 million for the six months ended June 30, 2025 and 2024, respectively. The decrease of $12.3 million was driven primarily by a decrease in external costs of $7.1 million relating to the advancement of our product candidates due to the timing of development activities and manufacturing runs, a decrease in personnel related costs of $2.7 million, including decreases in salaries and benefits of $4.2 million and stock-based compensation expense of $1.6 million, partially offset by an increase in severance expense of $3.1 million related to the

Current wording

Research and development expenses were $31.2 million and $44.7 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $13.5 million was driven primarily by a decrease in personnel related costs of $6.8 million, including a decrease in stock-based compensation expense of $2.8 million, a decrease in development costs of $4.5 million related to the advancement of our product candidates due to the timing of development activities and manufacturing runs, and facilities and depreciation costs of $1.5 million.

Previous wording

General and administrative expenses were $14.3 million and $16.1 million for the three months ended June 30, 2025 and 2024, respectively. The decrease of $1.8 million was primarily due to a decrease in personnel related costs of $2.4 million, including $1.0 million related to a decrease in stock-based compensation expense, partially offset by an increase in other expenses of $0.6 million.

Current wording

General and administrative expenses were $13.7 million and $16.3 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $2.6 million was primarily due to a decrease in personnel related costs of $2.4 million, including $1.9 million related to a decrease in stock-based compensation expense, and a decrease in other expenses of $0.2 million.

Previous wording

Interest and other income, net was $6.2 million and $5.0 million for the three months ended June 30, 2025 and 2024, respectively. The increase of $1.2 million was due to net gain of foreign exchange and sublease income, partially offset by lower interest earned on our cash, cash equivalents and investments.

Current wording

Interest and other income, net was $3.9 million and $6.7 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $2.8 million was due to lower interest earned on our cash, cash equivalents and investments and net gain on foreign exchange translation, partially offset by sublease income.

Previous wording

Interest expense was related to the CIRM award proceeds received for the three months ended June 30, 2025. No such interest expense was recorded for the three months ended June 30, 2024.

Current wording

Interest expense was related to the CIRM award proceeds received for the three months ended September 30, 2025 and 2024.

Previous wording

For the three months ended June 30, 2025 and 2024, we recorded other expenses of less than of $0.1 million and other income of $0.1 million, respectively. Other income during the three months ended June 30, 2024 consisted of a gain from the

Current wording

For the three months ended September 30, 2025 and 2024, we recorded other expenses of less than $0.1 million and other expense of $1.1 million, respectively. Other income during the three months ended September 30, 2024 consisted of the share of net losses in our equity method investments.

Previous wording

The following sets forth our results of operations for the six months ended June 30, 2025 and 2024 (in thousands, except percentage amounts):

Current wording

The following sets forth our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands, except percentage amounts):

Previous wording

Revenue recognized for the six months ended June 30, 2024 was mainly due to participation in the joint steering committee performance obligation related to the License Agreement entered into with Overland Therapeutics on December 14, 2020.

Current wording

Revenue recognized for the nine months ended September 30, 2024 was mainly due to participation in the joint steering committee performance obligation related to the License Agreement entered into with Overland Therapeutics on December 14, 2020.

Previous wording

Our research and development expenses included $44.6 million of internal expenses and $45.8 million of external expenses for the six months ended June 30, 2025. Of the $45.8 million of external expenses for the six months ended June 30, 2025, $13.1 million was related to our cema-cel program. Our research and development expenses included $47.5 million of internal expenses and $55.1 million of external expenses for the six months ended June 30, 2024.

Current wording

Our research and development expenses included $60.1 million of internal expenses and $61.4 million of external expenses for the nine months ended September 30, 2025. Of the $61.4 million of external expenses for the nine months ended September 30, 2025, $19.2 million was related to our cema-cel program. Our research and development expenses included $70.1 million of internal expenses and $77.3 million of external expenses for the nine months ended September 30, 2024.

Previous wording

Research and development expenses were $40.2 million and $50.4 million for the three months ended June 30, 2025 and 2024, respectively. The decrease of $10.2 million was driven primarily by a decrease in development costs of $7.4 million related to the advancement of our product candidates and the timing of development activities and manufacturing runs, a decrease in personnel related costs of $1.5 million, including decreases in stock-based compensation expense of $3.0 million and salaries and benefits of $1.6 million partially offset by an increase of $3.1 million in severance expense related to the Workforce Reduction, and depreciation costs of $0.7 million attributable to the completion of useful life for certain machinery and equipment.

Current wording

Research and development expenses were $121.5 million and $147.3 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of $25.8 million was driven primarily by a decrease in development costs of $11.6 million relating to the advancement of our product candidates due to the timing of development activities and manufacturing runs, a decrease in personnel related costs of $9.5 million, including decreases in salaries and benefits of $8.2 million and stock-based compensation expense of $4.4 million, partially offset by an increase in severance expense of $3.1 million related to the Workforce Reduction, and facilities and depreciation costs of $3.0 million attributable to the completion of useful life for certain machinery and equipment.

Previous wording

General and administrative expenses were $29.3 million and $33.4 million for the six months ended June 30, 2025 and 2024, respectively. The decrease of $4.1 million was primarily due to a decrease in personnel related costs of $3.8 million, including $3.0 million related to a decrease in stock-based compensation expense, and other expenses of $0.3 million, attributable to decreases in legal and consulting expenses.

Current wording

General and administrative expenses were $43.0 million and $49.7 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of $6.7 million was primarily due to a decrease in personnel related costs of $6.1 million, including $4.9 million related to a decrease in stock-based compensation expense, and other expenses of $0.6 million.

Previous wording

In June 2024, we made a decision to sublease one of our leased buildings in South San Francisco. We vacated and ceased occupancy of this building in June 2024 and actively marketed the leased building for sublease. We recorded long-lived asset impairment charge of $5.0 million for the three months ended June 30, 2024 based on the performed impairment analysis. During the three months ended June 30, 2025, we recorded an additional long-lived asset impairment charge of $1.0 million related to this subleased building. In addition, during three months ended June 30, 2025, we recorded equipment impairment of $1.3 million in conjunction with the Workforce Reduction.

Current wording

During the nine months ended September 30, 2025, we recorded an additional long-lived asset impairment charge of $1.0 million related to one of our subleased buildings. In addition, during the nine months ended September 30, 2025, we recorded equipment impairment of $1.3 million in conjunction with the Workforce Reduction.

Previous wording

Interest and other income, net was $11.7 million and $10.4 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $1.3 million was due to net gain of foreign exchange and sublease income, partially offset by lower interest earned on our cash, cash equivalents and investments.

Current wording

Interest and other income, net was $15.6 million and $17.1 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of $1.5 million was due to lower interest earned on our cash, cash equivalents and investments, partially offset by gain on foreign exchange translation and sublease income.

Previous wording

Interest expense was related to the CIRM award proceeds received for the six months ended June 30, 2025. No such interest expense was recorded for the six months ended June 30, 2024.

Current wording

Interest expense was related to the CIRM award proceeds received for the nine months ended September 30, 2025 and 2024.

Previous wording

For the six months ended June 30, 2025 and 2024, we recorded other income of less than $0.1 million and other expense of $0.8 million, respectively. The increase in other income (expenses), net of $0.9 million was primarily due to a decrease in the share of net losses in our equity method investments, partially offset by a gain from the Organizational Restructuring of Overland Therapeutics.

Current wording

For the nine months ended September 30, 2025 and 2024, we recorded other expense of less than $0.1 million and $2.0 million, respectively. Other income during the nine months ended September 30, 2024 consisted of the share of net losses in our equity method investments, partially offset by a gain from the Organizational Restructuring of Overland Therapeutics.

Previous wording

To date, we have incurred significant net losses and negative cash flows from operations. As of June 30, 2025, we had $302.6 million in cash, cash equivalents and investments. We believe that the aggregate of our current cash, cash equivalents and investments available for operations will be sufficient to fund our operations for at least the next 12 months from the date this Quarterly Report is filed with the SEC.

Current wording

To date, we have incurred significant net losses and negative cash flows from operations. As of September 30, 2025, we had $277.1 million in cash, cash equivalents and investments. We believe that the aggregate of our current cash, cash equivalents and investments available for operations will be sufficient to fund our operations for at least the next 12 months from the date this Quarterly Report is filed with the SEC.

Previous wording

Our operations have been financed primarily by net proceeds from the sale and issuance of our convertible preferred stock, the issuance of convertible promissory notes, net proceeds from our IPO, our at-the-market (ATM) offerings, our June 2020 underwritten public offering, upfront cash payment of $40.0 million received in December 2020 pursuant to our License Agreement with Overland Therapeutics, and our May 2024 registered offering. In May 2024, we completed a registered offering pursuant to which we issued and sold 37,931,035 shares of our common stock. We received net proceeds of $105.2 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In November 2019, we entered into a sales agreement with TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC) (TD Cowen), as amended on November 2, 2022 and November 2, 2023, under which we may from time to time issue and sell shares of our common stock through TD Cowen in ATM offerings. During the six months ended June 30, 2025, we sold an aggregate of 4,979,153 in ATM offerings resulting in net proceeds of $11.5 million. The specified dollar limit on the amount of common stock that may be sold under the sales agreement was removed pursuant to the November 2, 2023 amendment to the sales agreement.

Current wording

Our operations have been financed primarily by net proceeds from the sale and issuance of our convertible preferred stock, the issuance of convertible promissory notes, net proceeds from our IPO, our at-the-market (ATM) offerings, our June 2020 underwritten public offering, upfront cash payment of $40.0 million received in December 2020 pursuant to our License Agreement with Overland Therapeutics, and our May 2024 registered offering. In May 2024, we completed a registered offering pursuant to which we issued and sold 37,931,035 shares of our common stock. We received net proceeds of $105.2 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In November 2019, we entered into a sales agreement with TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC) (TD Cowen), as amended on November 2, 2022 and November 2, 2023, under which we may from time to time issue and sell shares of our common stock through TD Cowen in ATM offerings. During the nine months ended September 30, 2025, we sold an aggregate of 7,477,047 shares in ATM offerings resulting in net proceeds of $14.5 million. The specified dollar limit on the amount of common stock that may be sold under the sales agreement was removed pursuant to the November 2, 2023 amendment to the sales agreement.

Previous wording

During the six months ended June 30, 2025, cash used in operating activities of $92.0 million was attributable to a net loss of $110.7 million, a decrease of $10.5 million in our net operating assets and liabilities, partially offset by non-cash charges of $29.2 million. The non-cash charges consisted primarily of stock-based compensation expense of $20.9 million, depreciation of $6.2 million, impairment of long-lived assets of $2.4 million and non-cash rent expense of $2.3 million, partially offset by net amortization and accretion on investment securities of $2.5 million. The change in operating assets and liabilities was primarily due to a decrease in operating lease liabilities of $3.8 million, a decrease in accrued and other current liabilities of $3.5 million, an increase in deposit in escrow of $2.7 million and an increase in other long-term assets of $1.5 million, partially offset by a decrease in prepaid expense and other current assets of $1.2 million.

Current wording

During the nine months ended September 30, 2025, cash used in operating activities of $121.6 million was attributable to a net loss of $152.1 million, a decrease of $10.7 million in our net operating assets and liabilities, partially offset by non-cash charges of $41.1 million. The non-cash charges consisted primarily of stock-based compensation expense of $29.5 million, depreciation of $9.3 million, non-cash rent expense of $3.3 million, and impairment of long-lived assets of $2.4 million, partially offset by net amortization and accretion on investment securities of $3.4 million. The change in operating assets and liabilities was primarily due to a decrease in operating lease liabilities of $5.6 million, an increase in deposit in escrow of $2.7 million, a decrease in accrued and other current liabilities of $2.4 million, a decrease in accounts payable of $1.8 million, an increase in other long-term assets of $1.2 million, partially offset by a decrease in prepaid expense and other current assets of $2.3 million and an increase in other long term liabilities of $0.8 million.

Previous wording

During the six months ended June 30, 2024, cash used in operating activities of $119.5 million was attributable to a net loss of $131.4 million and a decrease of $24.0 million in our net operating assets and liabilities, partially offset by non-cash charges of $35.9 million. The non-cash charges consisted primarily of stock-based compensation expense of $25.5 million, depreciation of $7.2 million, impairment of long-lived assets of $5.0 million, non-cash rent expense of $2.7 million and our share of equity investments’ net losses for the period of $0.6 million, partially offset by net amortization and accretion on investment securities of $5.0 million. The change in operating assets and liabilities was primarily due to a $21.4 million deposit placed in escrow related to the Servier Amendment, decrease in accrued and other current liabilities of $6.7 million, decrease in operating lease liabilities of $2.8 million and increase in prepaid expenses and other current assets of $2.0 million, partially offset by an increase in accounts payable of $6.7 million and decrease in other long-term assets of $2.1 million.

Current wording

During the nine months ended September 30, 2024, cash used in operating activities of $163.6 million was attributable to a net loss of $197.7 million and a decrease of $30.1 million in our net operating assets and liabilities, partially offset by non-cash charges of $64.1 million. The non-cash charges consisted primarily of stock-based compensation expense of $38.9 million, impairment of long-lived assets of 15.7 million, depreciation of $10.4 million, non-cash rent expense of $4.1 million, and our share of equity investments’ net losses for the period of $1.7 million, partially offset by net amortization and accretion on investment securities of $6.7 million. The change in operating assets and liabilities was primarily due to a deposit placed in escrow related to the Servier Amendment of $22.3 million, a decrease in operating lease liabilities of $4.5 million, a decrease in accrued and other current liabilities of $4.1 million, an increase in prepaid expenses and other current assets of $2.3 million, and a decrease in accounts payable of $0.5 million, partially offset by a decrease in other long-term assets of $3.6 million.

Previous wording

During the six months ended June 30, 2025, net cash provided by investing activities of $50.0 million was related to cash provided by investment maturities of $110.3 million, partially offset by cash used in the purchase of investments of $60.1 million.

Current wording

During the nine months ended September 30, 2025, net cash provided by investing activities of $61.9 million was related to cash provided by investment maturities of $172.2 million, partially offset by cash used in the purchase of investments of $109.9 million.

Previous wording

During the six months ended June 30, 2024, net cash provided by investing activities of $96.7 million was related to cash provided by investment maturities of $220.5 million, partially offset by cash used in the purchase of investments of $123.7 million.

Current wording

During the nine months ended September 30, 2024, net cash provided by investing activities of $20.8 million was related to cash provided by investment maturities of $330.3 million and cash provided by investment sales of $5.4 million, partially offset by cash used in the purchase of investments of $314.5 million.

Previous wording

During the six months ended June 30, 2025, cash provided by financing activities of $19.1 million was related to cash provided by net proceeds from the issuance of common stock through ATM transactions of $11.5 million, proceeds from the CIRM award of $6.9 million and the sale of common stock through our employee stock purchase plan of $0.6 million.

Current wording

During the nine months ended September 30, 2025, cash provided by financing activities of $22.3 million was related to cash provided by net proceeds from the issuance of common stock through ATM transactions of $14.5 million, proceeds from the CIRM award of $6.9 million and the sale of common stock through our employee stock purchase plan of $0.9 million.

Previous wording

During the six months ended June 30, 2024, cash provided by financing activities of $110.3 million was related to $105.3 million in net proceeds from the issuance of common stock through our May 2024 registered offering, $1.0 million of net proceeds from the issuance of common stock through ATM transactions, $2.3 million of cash provided from the CIRM award, $0.9 million of cash provided by the sale of common stock through our employee stock purchase plan, and $0.8 million of cash provided by the issuance of common stock upon exercise of stock options.

Current wording

During the nine months ended September 30, 2024, cash provided by financing activities of $110.9 million was related to $105.3 million in net proceeds from the issuance of common stock through our May 2024 registered offering, $2.3 million of cash provided from the CIRM award, $1.5 million of cash provided by the sale of common stock through our employee stock purchase plan, $1.0 million of net proceeds from the issuance of common stock through ATM transactions, and $0.8 million of cash provided by the issuance of common stock upon exercise of stock options.

Previous wording

On October 6, 2020, we announced we entered into a strategic five-year collaboration agreement with MD Anderson for the preclinical and clinical investigation of allogeneic CAR T cell product candidates. We and MD Anderson are collaborating on the design and conduct of preclinical and clinical studies with oversight from a joint steering committee. Under the terms of the agreement, we have committed up to $15.0 million of funding for the duration of the agreement. Payment of this funding is contingent on mutual agreement to study orders in order for any study to be included under the alliance. We made an upfront payment of $3.0 million to MD Anderson in the year ended December 31, 2020 and made additional upfront payments of $3.0 million to MD Anderson in October 2023 and June 2025. We are committed to make further payments to MD Anderson each year upon the anniversary of the agreement effective date through the duration of the agreement term, however, if MD Anderson has sufficient funds to continue the agreed-upon research projects, we may defer the additional payment to a later date. The agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated for, among other things, material breach, health and safety concerns or where the institutional review board, the review board at the clinical site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically.

Current wording

On October 6, 2020, we announced we entered into a strategic five-year collaboration agreement with MD Anderson for the preclinical and clinical investigation of allogeneic CAR T cell product candidates. In August 2025 we extended the term of the agreement for an additional year. We and MD Anderson are collaborating on the design and conduct of preclinical and clinical studies with oversight from a joint steering committee. Under the terms of the agreement, we have committed up to $15.0 million of funding for the duration of the agreement. Payment of this funding is contingent on mutual agreement to study orders in order for any study to be included under the alliance. We made an upfront payment of $3.0 million to MD Anderson in the year ended December 31, 2020 and made additional upfront payments of $3.0 million to MD Anderson in October 2023 and June 2025. We are committed to make further payments to MD Anderson each year upon the anniversary of the agreement effective date through the duration of the agreement term, however, if MD Anderson has sufficient funds to continue the agreed-upon research projects, we may defer the additional payment to a later date. The agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated for, among other things, material breach, health and safety concerns or where the institutional review board, the review board at the clinical site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Servier’s discontinuation of its involvement in the development of CD19 Products and Servier's disputes with Cellectis, or future disputes with us, may have adverse consequences.”

Previous report — wording carried elsewhere

Organizational Restructuring of Overland Therapeutics, partially offset by the share of net losses in our equity method investments.

Previous report — wording carried elsewhere

Workforce Reduction, and facilities and depreciation costs of $1.5 million attributable to the completion of useful life for certain machinery and equipment.