AbCellera Biologics Inc.

1. Nature of operations

AbCellera Biologics Inc.’s (the “Company”) is a clinical-stage biotechnology company focused on discovering and developing antibody-based medicines in the areas of endocrinology, women’s health, immunology, and oncology. The Company aims to bring antibody therapeutics from target to clinic by combining expertise, technologies, and infrastructure to build our capabilities for antibody drug discovery and development. The Company uses its capabilities to develop its own pipeline of future antibody drugs and work with partners to build a large and diversified portfolio of royalty (and equivalent) stakes in future antibody drugs.

2. Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, the year-end condensed consolidated financial statement data was derived from audited financial statements and these financial statements do not include all the information and footnotes required for complete financial statements. These statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2024.

These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2024 and 2025 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2024.

All amounts expressed in these condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars.

3. Significant accounting policies

Use of estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, the fair value of contingent consideration payable, and the estimates associated with stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates.

Recent accounting pronouncements

The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company or have no material impact in the condensed consolidated financial statements as a result of their adoption.

4. Net loss per share

Basic and diluted net loss per share was calculated as follows:

The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2024 and June 30, 2025 as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding for the three and six months ended June 30, 2024 and June 30, 2025 used to calculate both basic and diluted net loss per share is the same.

The Company excluded 58,545,821 and 58,804,118, and 71,749,963 and 71,848,805 potential common shares for the three and six months ended June 30, 2024 and 2025, respectively, from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.

5. Property and equipment, net

Property and equipment, net consisted of the following:

As of December 31, 2024 and June 30, 2025, property and equipment includes leasehold improvements and construction in progress in the amount of $103.2 million and $116.0 million, respectively, and construction deposits of $14.4 million and $23.1 million, respectively, that have not commenced depreciation. Depreciation expense on property and equipment for the three and six months ended June 30, 2024 and 2025 was $3.4 million and $6.6 million, and $4.5 million and $9.0 million, respectively.

6. Intangible assets

Intangible assets consisted of the following:

Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended June 30:

7. Investments in equity accounted investees and other assets

The Company has entered intotwo separate 50% joint ventures, Dayhu JV and Beedie JV, as part of the construction of future office and laboratory headquarters. The Company recorded immaterial amounts of proportionate income or loss with respect to either venture in the three and six months ended June 30, 2024 and 2025.

Dayhu JV

As of December 31, 2024 and June 30, 2025, the equity investment balance was $41.0 million and $41.7 million, respectively. Substantially all the assets in the Dayhu JV are comprised of property and equipment. As of December 31, 2024 and June 30, 2025, the Company recorded a right-of-use asset of $48.5 million and $47.2 million, respectively, and an operating lease liability of $46.3 million and $48.1 million, respectively, associated with an office lease with the Dayhu JV. In the three and six months ended June 30, 2024 and 2025, the Company incurred lease expense of $1.3 million and $2.7 million, and $1.3 million and $2.5 million, respectively, to the Dayhu JV included within operating expenses.

At December 31, 2024 and June 30, 2025, the Company had a loan receivable balance of $32.0 million and $33.8 million, respectively, directly with our JV partner, Dayhu, included in other current assets.

Beedie JV

As of December 31, 2024 and June 30, 2025, the equity investment balance was$41.3 million and$48.7 million, respectively, of which substantially all the assets in the Beedie JV are comprised of property and equipment. In May 2025, the Company commenced a 20 year (and optionaltwo additional five year term extensions) lease for the office and laboratory space representing undiscounted future lease payments of $0.9 million for the remainder of 2025, approximately $5.4 million for each of the next four years, and $108.4 million for the remaining term thereafter. Upon lease commencement, the Company recognized a lease liability of$66.4 million, with a corresponding right-of-use asset of the same amount, using a 6.8% discount rate.

At December 31, 2024, the Company had a loan receivable balance of$29.6 million included in other long-term assets, and a loan receivable balance of$36.2 million at June 30, 2025 included within other current assets. The loan receivable is directly with our JV partner, Beedie, which relates to the land and construction loan.

8. Other current assets and liabilities

Other current assets

Current accounts payable and other current liabilities

9. Shareholders’ equity

The following table summarizes the Company’s stock option activity under the Pre-IPO Plan since December 31, 2024:

The following table summarizes the Company’s stock option activity under the 2020 Plan since December 31, 2024:

The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2024:

As of June 30, 2025, the number of shares available for issuance under the 2020 Plan was 31,412,204, which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020.

Stock-based compensation:

Stock-based compensation was classified in the condensed consolidated statements of loss and comprehensive loss as follows:

10. Revenue

The disaggregated revenue categories are presented on the face of the condensed consolidated statements of loss and comprehensive loss. Deferred revenue outstanding in each respective period is as follows:

During the three and six months ended June 30, 2024 and 2025, the Company recognized $4.4 million and $13.0 million, and $4.1 million and $4.3 million, respectively, that was included in deferred revenue at the end of the preceding periods.

11. Financial instruments

Fair Value Measurements

The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by U.S. GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market.

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, loans receivable, accounts payable and other liabilities, and contingent consideration payable. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and other liabilities, and loans receivable, approximate their fair values, and are primarily classified as Level 2.

Contingent consideration relates to potential earn-out and milestone payments from previous business acquisitions with fair value measurements being categorized as Level 3. There were no changes to the valuation technique and inputs used since acquisition. The fair value measurement was determined by estimating the expected future cash flows. The significant assumptions include the amount and timing of projected future cash flows, discounted at a credit adjusted risk free rate of 7.0%.

As of December 31, 2024, the contingent consideration balance was $8.1 million. As of March 31, 2025, it was $8.8 million, which was subsequently paid in its entirety in the second quarter of 2025.

At June 30, 2025, the Company also held non-marketable securities included in other long-term assets of $33.1 million (December 31, 2024 - $32.3 million). These non-marketable securities are measured at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Marketable Securities

As part of the Company’s cash management strategy, the Company holds high credit quality marketable securities that are available to support the Company’s current operations. As of June 30, 2025, our marketable securities were rated A- or higher (or its equivalent) by at least two of the major rating agencies with a weighted average life of approximately 0.6 years.

Level 2 marketable securities in the fair value hierarchy were based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no transfers between Level 1, Level 2 and Level 3 during the period.

The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values:

12. Commitments and contingencies

From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company does not have contingency reserves established for any litigation liabilities and any of the costs related to such legal proceedings are expensed as incurred.

The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include investments in collaborative arrangements, contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements.

Pursuant to the agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets. Immaterial amounts were expensed during the three and six months ended June 30, 2024 or June 30, 2025.

13. Government contributions

Government Contribution 1

In May of 2020, the Company received a funding commitment from the Government of Canada under Innovation, Science and Economic Development’s (ISED) Strategic Innovation Fund (SIF) for a total of CAD $175.6 million ($125.6 million), collectively “Government Contribution 1” which is intended to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody therapeutics against future pandemic threats. As of December 31, 2024, the Company had incurred the maximum expenditures under the agreement. Expenditures incurred under phase 1 are non-repayable, and repayment of CAD

$116.9 million ($88.5 million) under phase 2 of the funding is conditional on achieving certain revenue thresholds over a specified period of time as prescribed in the agreement.

Government Contribution 2

In May of 2023, the Company entered into multi-year contribution agreements with the Government of Canada and the Government of British Columbia for a total of CAD $300.0 million ($222.3 million), collectively “Government Contribution 2.” These investments are intended to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research.

The Government of Canada has committed up to CAD $225.0 million ($166.7 million) of which CAD $56.2 million ($41.6 million) is non-repayable, CAD $78.8 million ($58.4 million) is repayable and CAD $90.0 million ($66.7 million) is conditionally repayable. Both the repayable and conditionally repayable amounts are repayable starting in 2033. The repayable funding is payable over fifteen years and the conditionally repayable portion repaid is based on a computed percentage rate of the Company’s revenue over a period of up tofifteen years, at a factor of up to 1.4 times the original conditionally repayable grant. The agreement will expire on the later of April 30, 2047, or the date of the last repayment, unless earlier terminated. From inception to June 30, 2025, the Company has recorded CAD $102.8 million ($74.9 million) in respect of the funding.

The Government of British Columbia has committed up to CAD $75.0 million ($55.6 million) which includes partial reimbursement of certain eligible expenditures up to CAD $37.5 million ($27.8 million) towards eligible infrastructure investments paid over five years; and a CAD $37.5 million ($27.8 million) conditional portion paid upon achievement of certain defined milestones, including upon the Company’s undertaking of certain clinical trial activities in British Columbia. Up to a maximum of CAD $64.0 million ($48.0 million) may become payable starting in 2032, over up tofifteen years, conditional to the Company achieving revenue exceeding a given threshold. The agreement will expire on the earlier of 2047, or the date of the last payment, unless earlier terminated, as prescribed in the agreement. From inception to June 30, 2025, the Company has recorded CAD $37.5 million ($27.8 million) in respect of the funding commitment.

Impact to Consolidated Financial Statements

The Company recognized the following on the consolidated balance sheets:

1 Government Contributions are amortized into other income over the weighted average life of approximately 8 years.

2 No amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable.