Caribou Biosciences, Inc.

Notes to Condensed Consolidated Financial Statements

1. Description of the Business, Organization, and Liquidity

Business and Organization

Caribou Biosciences, Inc. (“Company” or “we”) is a clinical-stage Clustered Regularly Interspaced Short Palindromic Repeats (“CRISPR”) genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases. Our genome-editing platform, including our novel chRDNA (CRISPRh ybrid RNA-DNA, or “chRDNA,” pronounced “chardonnay”) technology, enables more precise genome editing of allogeneic cell therapies. Our allogeneic, or off-the-shelf, chimeric antigen receptor (“CAR”)-T (“CAR-T”) cell therapy candidates are manufactured in advance with cells from healthy donors, with the goal of enabling broad patient access, rapid patient treatment, and increased manufacturing scale. We use our chRDNA technologies to armor our allogeneic CAR-T cell therapies through multiple genome-editing strategies, such as checkpoint disruption and immune cloaking, to enhance activity against devastating diseases. We are advancing two clinical-stage allogeneic CAR-T cell therapies for the treatment of patients with hematologic malignancies.

We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have four wholly owned subsidiaries that hold interests in our equity investments and do not have operating activities.

Liquidity

We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $542.5 million as of June 30, 2025. During the six months ended June 30, 2025, we incurred a net loss of $94.1 million and used $65.0 million of cash in operating activities. We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, regulatory approval, and commercialization of our product candidates and on our ability to generate sufficient revenue to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital. Our management expects that existing cash, cash equivalents, and marketable securities of $183.9 million as of June 30, 2025, will be sufficient to fund our current operating plan for at least the next 12 months from the date this Quarterly Report on Form 10-Q (“Form 10-Q”) is filed.

2. Summary of Significant Accounting Policies

There have been no changes to the significant accounting policies disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K (“Form 10-K”).

Basis of Presentation and Principles of Consolidation

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses for the applicable reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, estimates related to revenue recognition, impairment of long-lived assets, stock-based compensation expense, and accrued research and development expenses. Our management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates.

Concentrations of Credit Risk and Other Uncertainties

Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all our cash and cash equivalents are deposited in accounts at four financial institutions, and our account balances exceed federally insured limits. We mitigate the risks by investing only in high-grade instruments, limiting our exposure to any single issuer, and monitoring the ongoing creditworthiness of these financial institutions and issuers.

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows:

*Less than 10%

We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if contract assets should be impaired. No allowance for credit losses or contract asset impairment was recorded as of June 30, 2025, or December 31, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (i) better understand the entity's performance, (ii) better assess the entity's prospects for future cash flows, and (iii) compare an entity's performance over time and with that of other entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-03.

3. Fair Value Measurements and Fair Value of Financial Instruments

We classify fair value-based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1, quoted market prices (unadjusted) in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. No such transfers occurred during the six months ended June 30, 2025, and June 30, 2024.

Recurring Measurements

The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of June 30, 2025, and December 31, 2024, are presented in the following tables (in thousands):

We reviewed our impaired marketable securities as of June 30, 2025, and December 31, 2024, and concluded that the decline in fair value was not related to credit losses and is recoverable. Accordingly, no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive income.

The Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability under the Exclusive License Agreement, dated November 13, 2020, with MSKCC (as amended, “MSKCC Agreement”) is carried at fair value and changes are recognized as expense or income as part of other income until the success payments liability is paid or expires. On May 13, 2025, we provided notice of termination to MSKCC of the MSKCC Agreement, which termination was effective on August 11, 2025, due to the prior discontinuation of the AMpLify phase 1 clinical trial for our CB-012 product candidate, an allogeneic anti-CLL-1 CAR-T cell therapy for the treatment of relapsed or refractory acute myeloid leukemia. Under the MSKCC Agreement, we had exclusively licensed from MSKCC know-how, biological materials, and related patent families to the single-chain variable fragment (“scFv”) used in our CB-012 product candidate. As of June 30, 2025, we re-measured the fair value of the MSKCC success payments liability, updating inputs, such as the probability of achieving a multiple of a defined initial share price and the expected term, to reflect the pending termination of the MSKCC Agreement, and we estimated the fair value to be zero.

We recorded a $0.5 million and $1.8 million change in the fair value of the MSKCC success payments liability as a gain in other income in our unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2025, and June 30, 2024, respectively. We recorded a $0.8 million and $2.1 million change in the fair value of the MSKCC success payments liability as a gain in other income in our unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2025, and June 30, 2024, respectively.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands):

The table below summarizes key assumptions used in the valuation of the MSKCC success payments liability:

(1)MSKCC was entitled to certain success payments if our common stock fair value increased, during a specified time period, by certain multiples of value based on a comparison of the fair value of our common stock to $5.1914 per share, adjusted for any future stock splits (“Initial Share Price”). See Note 4 to the consolidated financial statements included in our Form 10-K for additional information about our now-terminated MSKCC Agreement.

Nonrecurring Measurements

On May 15, 2020, we entered into an Exclusive License Agreement for Veterinary Therapeutics (as amended, “Edge chRDNA License Agreement”) with Edge Animal Health (“Edge”), a related party, private company, under which we granted Edge an exclusive worldwide license to chRDNA intellectual property and know-how in a defined field of veterinary therapeutics. As consideration for this license agreement, we received 7,500,000 shares of convertible preferred stock (“Edge stock”) with an estimated fair value of$7.5 million, which was based on the price per share paid for similar shares by another investor, and which was an arm’s length transaction. In June 2024, we received 1,623,275 additional shares of convertible preferred stock pursuant to anti-dilution rights of the Edge chRDNA License Agreement with an estimated fair value of$1.6 million, based on management’s best estimate and judgment. We elected to apply the measurement alternative under ASC 321 for an equity security without a readily determinable fair value. Accordingly, this investment is carried at its cost minus impairment, if any, and is classified within Level 3 of the fair value hierarchy. If we identify observable price changes in orderly transactions for this investment or a similar investment, we will measure the investment at fair value as of the date that the observable transactions or events occurred.

As part of the preparation of the financial statements for each reporting period, we assess potential indicators of impairment of our Edge stock, which had a total carrying value of$9.2 million as of March 31, 2025. As part of our assessment, we consider Edge’s planned operating cash flow requirements over the next 12 months from the date this form 10-Q is filed, available capital to fund those requirements, and ability to secure additional capital if needed as indicators of impairment. Based on our assessment in connection with the preparation of the financial statements for the three and six months ended June 30, 2025, we determined that impairment indicators exist, and the fair value of our Edge stock to be zero. As a result, we recorded an impairment expense of$9.2 million for each of the three- and six-month periods ended June 30, 2025. This impairment expense was recorded within “impairment of equity investment” in our unaudited condensed consolidated statements of operations and comprehensive loss and as a reduction to the investment balance within investments in equity securities in our unaudited condensed consolidated balance sheets as of June 30, 2025.

4. Significant Agreements

Since December 31, 2024, there have been no material changes to the key terms of our ongoing significant agreements. See Note 4 to the consolidated financial statements included in our Form 10-K for additional information about our ongoing significant agreements.

Our ongoing significant agreements may include nonrefundable, upfront payments; annual license maintenance fees; sublicensing fees; obligations to reimburse for patent prosecution and maintenance fees; success payments; regulatory clinical and commercial milestones; and royalty payments. Our obligation to make such payments is contingent upon milestones being achieved, licensed products being commercialized, and the agreements remaining in effect.

For the three months ended June 30, 2025, and June 30, 2024, we recorded $0.4 million and $0.3 million, respectively, as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to our license agreements. For the six months ended June 30, 2025, and June 30, 2024, we recorded $0.7 million and $1.6 million, respectively, as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to our license agreements. For the three months ended June 30, 2025, and June 30, 2024, we recorded $0.1 million and $0.2 million, respectively, as general and administrative expenses for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $0.4 million and $0.4 million, respectively. For the six months ended June 30, 2025, and June 30, 2024, we recorded $0.3 million and $0.4 million, respectively, as general and administrative expenses for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $0.6 million and $0.5 million, respectively.

As of June 30, 2025, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $48.9 million.

5. Revenue

Disaggregation of Revenue

We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators. The following table is a summary of revenue by geographic location for the three and six months ended June 30, 2025, and June 30, 2024 (in thousands):

For the three months ended June 30, 2025, we recognized $2.1 million of revenue related to performance obligations satisfied at a point in time, and we recognized $0.6 million of revenue related to performance obligations satisfied over time.

For the three months ended June 30, 2024, we recognized $2.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $0.7 million of revenue related to performance obligations satisfied over time.

For the six months ended June 30, 2025, we recognized $3.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $1.2 million of revenue related to performance obligations satisfied over time.

For the six months ended June 30, 2024, we recognized $4.6 million of revenue related to performance obligations satisfied at a point in time, and we recognized $1.3 million of revenue related to performance obligations satisfied over time.

Contract Balances

Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts we billed to our licensees with invoices outstanding as of the end of a reporting period.

Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. Our contract asset balances represent royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees that precede our satisfaction of the associated performance obligations. As of June 30, 2025, and December 31, 2024, our deferred revenue balance primarily resulted from the upfront payment received in 2023 relating to our performance obligation to Pfizer Inc. (“Pfizer”). The remaining deferred revenue relates to upfront payments received under license agreements that also include nonrefundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time when annual license fees are paid by the licensees and the renewal periods begin.

The following table presents changes in our contract assets and liabilities for the six months ended June 30, 2025 (in thousands):

For the six months ended June 30, 2025, and June 30, 2024, we recognized $1.8 million and $1.6 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods.

Transaction Prices Allocated to Remaining Performance Obligations

Remaining performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period. The value of transaction prices allocated to remaining unsatisfied performance obligations as of June 30, 2025, and June 30, 2024, were approximately $4.6 million and $7.4 million, respectively. We expect to recognize approximately $2.8 million of remaining performance obligations as revenue in the next 12 months from June 30, 2025, and to recognize the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Costs

We did not incur any expenses to obtain our existing contracts, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period.

6. Balance Sheet Items

Prepaid expenses and other current assets consisted of the following (in thousands):

Property and equipment, net, consisted of the following (in thousands):

Depreciation and amortization expenses related to property and equipment were $1.1 million and $0.9 million for the three months ended June 30, 2025, and June 30, 2024, respectively. Depreciation and amortization expenses related to property and equipment were $2.3 million and $1.6 million for the six months ended June 30, 2025, and June 30, 2024, respectively. As of June 30, 2025, certain property and equipment assets were deemed impaired. See Note 13 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information.

Accrued expenses and other current liabilities consisted of the following (in thousands):

7. Related Party Transactions

Since December 31, 2024, there have been no new related party transactions, except as set forth below. See Note 7 to the consolidated financial statements included in our Form 10-K for additional information about our related parties.

Pfizer Investment

For each of the three-month periods ended June 30, 2025, and June 30, 2024, we recognized $0.6 million of revenue from our Information Rights Agreement with Pfizer, dated June 29, 2023, pursuant to which we had originally allocated $7.5 million as a contract with a customer under Accounting Standards Codification (“ASC”) Topic 606. For each of the six-month periods ended June 30, 2025, and June 30, 2024, we recognized $1.2 million of revenue from Pfizer. As of June 30, 2025, there was approximately $2.5 million of related party deferred revenue included in current liabilities related to our performance obligation to Pfizer. As of December 31, 2024, there was approximately $3.7 million of related party deferred revenue ($2.5 million included in current liabilities and $1.2 million included in long-term liabilities) related to our performance obligation to Pfizer.

Edge Animal Health

The Edge chRDNA License Agreement is a contract with a customer under ASC 606. Accordingly, we recognized $1.6 million as revenue for each of the three- and six-month periods ended June 30, 2024. We did not recognize any revenue in connection with the Edge chRDNA License Agreement in 2025.

As of June 30, 2025, our investment in Edge was deemed impaired. See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information.

8. Commitments and Contingencies

Research, Manufacturing, and License Agreements

We enter into various agreements in the ordinary course of business, such as those with contract manufacturing organizations (“CMOs”), suppliers, clinical research organizations (“CROs”), clinical trial sites, licensors, assignors, and the like. These agreements provide for termination by either party in certain circumstances, generally with less than one-year notice and are, therefore, cancellable contracts and, if cancelled, are not anticipated to have a material effect in our unaudited condensed consolidated financial condition, results of operations, or cash flows. Some of these agreements include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us. As of June 30, 2025, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated.

Guarantees and Indemnifications

In the ordinary course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. As of June 30, 2025, and December 31, 2024, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities.

Litigation

From time to time, we may become involved in litigation arising in the ordinary course of business. We record a liability for such litigation when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount.

On December 24, 2024, a putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against our company and certain of our current and former officers, Saylor v. Caribou Biosciences, Inc., et al., case number 3:24-cv-09413 (“Saylor Case”). The alleged class period is July 14, 2023, to July 16, 2024. The Saylor Case complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged safety, efficacy, and durability of CB-010, CB-010’s clinical results and commercial prospects, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). On April 15, 2025, the lead plaintiff filed a motion to voluntarily dismiss the lawsuit and, on April 27, 2025, the court granted the motion, dismissing the lawsuit without prejudice.

On March 3, 2025, a shareholder derivative complaint was filed in the U.S. District Court for the Northern District of California against our directors and certain of our current and former officers, Moisio, derivatively on behalf of Caribou Biosciences, Inc. v. Haurwitz, et al., case number 4:25-cv-02199 (“First Derivative Case”), alleging, among other things, that the named directors and officers breached their fiduciary duties by causing our company to make the disclosures being challenged in the Saylor Case and seeking unspecified monetary damages from our company as well as that we make certain changes to our corporate governance. On March 11, 2025, a second shareholder derivative complaint was filed in the U.S. District Court for the Northern District of California against the same defendants as in the First Derivative Case, Allen, derivatively on behalf of Caribou Biosciences, Inc. v. Braunstein, et al., case number 4:25-cv-02463 (“Second Derivative Case”), with the same allegations. On April 1, 2025, the First Derivative Case and the Second Derivative Case were deemed related and assigned to the same judge and, on April 7, 2025, the First Derivative Case and the Second Derivative Case were consolidated into a single action, In re Caribou Biosciences, Inc. Derivative Litigation, lead case number 4:25-cv-02199 (“Consolidated Derivative Action”). The plaintiffs in the Consolidated Derivative Action filed an amended complaint on July 7, 2025. The amended complaint largely tracks the claims from the original complaints, but it also challenges additional disclosures as false or misleading. The defendants intend to file a motion to dismiss the litigation.

9. Common Stock

Common stock reserved for future issuances consisted of the following:

Shelf Registration Statements

On August 9, 2022, we filed a universal shelf registration statement on Form S-3 (“2022 Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which allowed us to sell, from time to time, up to $400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination thereof (including the $100.0 million of common stock reserved under the 2022 Shelf Registration Statement for our at-the-market equity offering program described below). The 2022 Shelf Registration Statement was declared effective by the SEC on August 16, 2022, and was scheduled to expire after three years from the date of effectiveness.

On May 8, 2025, in anticipation of the expiration of the 2022 Shelf Registration Statement, we filed a new shelf registration statement on Form S-3 (“2025 Shelf Registration Statement”). Pursuant to the 2025 Shelf Registration Statement, we may, from time to time, sell up to $300.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination thereof (including the $100.0 million of common stock reserved under the 2025 Shelf Registration Statement for our at-the-market equity offering program described below). The 2025 Shelf Registration Statement was declared effective by the SEC on May 14, 2025, and will expire after three years from the date of effectiveness. Upon effectiveness of the 2025 Shelf Registration Statement, the offering of securities under the 2022 Shelf Registration Statement was deemed terminated.

At-the-Market Equity Offering Program

On August 9, 2022, we entered into an at-the-market Open Market Sale Agreement SM(“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which, through Jefferies as sales agent, from time to time, we could have sold and issued shares of our common stock having an aggregate offering price of up to $100.0 million in gross proceeds under the 2022 Shelf Registration Statement.

With the effectiveness of the 2025 Shelf Registration Statement, we refreshed our at-the-market program under the ATM Sales Agreement. We may, from time to time, sell and issue shares of our common stock, through Jefferies as sales agent under the ATM Sales Agreement, having an aggregate offering price of up to $100.0 million in gross proceeds under the 2025 Shelf Registration Statement.

We did not sell any shares of our common stock pursuant to the ATM Sales Agreement during each of the three- and six-month periods ended June 30, 2025, under either the 2022 Shelf Registration Statement or the 2025 Shelf Registration Statement.

We didnot sell any shares of our common stock under the ATM Sales Agreement during the three months ended June 30, 2024. During the six months ended June 30, 2024, we sold 1,594,171 shares of our common stock, in a series of sales, at an average price of $7.33 per share, in accordance with the ATM Sales Agreement and the 2022 Shelf Registration Statement for aggregate gross proceeds of $11.7 million ($11.3 million net of offering expenses).

10. Stock-Based Compensation

Equity Incentive Plans

In July 2021, our board of directors adopted, and our stockholders approved, the 2021 Equity Incentive Plan (“2021 Plan”) that became effective on July 22, 2021. As of June 30, 2025, we had 9,430,205 shares available for issuance under the 2021 Plan.

The following table summarizes stock option activity under our equity incentive plans for the six months ended June 30, 2025:

(1)The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock as of the end of each reporting period referenced above.

Grant Date Fair Value

During the three months ended June 30, 2025, and June 30, 2024, we granted 29,400 and 223,450 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $0.83 and $2.16, respectively.

During the six months ended June 30, 2025, and June 30, 2024, we granted 3,365,288 and 3,137,177 stock options, respectively, under the 2021 Plan to employees with a weighted average grant date fair value of $1.07 and $4.42, respectively.

We estimated the fair value of each employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions:

As of June 30, 2025, there was $14.9 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.7 years.

Restricted Stock Units (“RSUs”)

During the six months ended June 30, 2025, we granted 1,168,285 RSUs under the 2021 Plan to employees. A summary of the status of and change in unvested RSUs as of June 30, 2025, was as follows:

As of June 30, 2025, the total unrecognized stock-based compensation expense related to unvested RSUs was $4.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.1 years.

Employee Stock Purchase Plan (“ESPP”)

In July 2021, our board of directors adopted, and our stockholders approved, the ESPP, which became effective on July 22, 2021. We issued 877,027 shares of common stock under the ESPP as of June 30, 2025. We recorded $0.4 million in accrued liabilities related to contributions withheld as of June 30, 2025.

Stock-Based Compensation Expense

We recorded stock-based compensation expense related to employee equity-based awards grants in our unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

The above stock-based compensation expense related to the following equity-based awards (in thousands):

11. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):

Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

12. Segment Information

We operate and manage our business asone reportable segment andone operating segment, which is the business of developing allogeneic CAR-T cell therapies. Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance; the CODM is our president and chief executive officer. Our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. All our material long-lived assets are located in the United States. Our CODM uses consolidated net loss to evaluate our spending and monitor our budget versus actual results to assess performance of the segment and to allocate resources across our company. Factors used in determining the reportable segment include the nature of our operating activities, our company’s organizational and reporting structures, and the type of information reviewed by our CODM to allocate resources and evaluate financial performance.

The following table presents reportable segment profit and loss, including significant expense categories, attributable to our reportable segment for the periods indicated:

(1)Research and development internal costs for the three months ended June 30, 2025, and June 30, 2024, exclude $1.3 million and $2.0 million of stock-based compensation expense, respectively, and $1.0 million and $0.8 million of depreciation and amortization expense, respectively. Research and development internal costs for the six months ended June 30, 2025, and June 30, 2024, exclude $3.0 million and $3.6 million of stock-based compensation expense, respectively, and $2.1 million and $1.4 million of depreciation and amortization expense, respectively.

(2)General and administrative expense for the three months ended June 30, 2025, and June 30, 2024, exclude $1.8 million and $2.7 million of stock-based compensation expense, respectively, and $0.1 million of depreciation and amortization expense for each of the three-month periods ended June 30, 2025, and June 30, 2024. General and administrative expense for the six months ended June 30, 2025, and June 30, 2024, exclude $4.0 million and $5.1 million of stock-based compensation expense, respectively, and $0.2 million of depreciation and amortization expense for each of the six-month periods ended June 30, 2025, and June 30, 2024.

(3)Other segment items include impairment charges, impairment of equity investment, stock-based compensation, change in fair value of the MSKCC success payments liability, and depreciation and amortization.

13. Restructuring Charges

Severance and Wind Down Costs

On April 24, 2025, we announced the discontinuation of preclinical research and two clinical programs: CB-010, an allogeneic anti-CD19 CAR-T cell therapy being evaluated in patients with lupus in our GALLOP phase 1 trial prior to dosing the first patient, and CB-012, an allogeneic anti-CLL-1 CAR-T cell therapy being evaluated in patients with relapsed or refractory acute myeloid leukemia in our AMpLify phase 1 clinical trial as additional data would be needed to advance this program. Additionally, we announced that our workforce was reduced by 47 employees, or approximately 32% of our workforce. As a result, we recorded cash severance costs, benefits, and transition support services expenses of $1.8 million for each of the three- and six-month periods ended June 30, 2025, which we recorded as research and development expenses or general and administrative expenses in our unaudited condensed consolidated statements of operations and comprehensive loss. For each of the three- and six-month periods ended June 30, 2025, we recorded wind down costs of $0.3 million as research and development expenses in our unaudited condensed consolidated statements of operations and comprehensive loss related to the discontinuation of our GALLOP phase 1 clinical trial and AMpLify phase 1 clinical trial.

As part of the preparation of the financial statements for each reporting period, we review our long-lived assets for impairment indicators. As a result of the previously announced strategic pipeline prioritization, we identified certain triggering events, such as significant changes in our current and expected use of leased office and lab space, and lab equipment. We determined the asset groups based on the lowest level of identifiable cash flows under the our strategic pipeline prioritization and assessed the impairment for each of the asset groups.

We have reduced the usage of our leased office and lab space, and we may sublease the unused space. The leasehold improvements, right of use assets, and lab equipment related to the leased office and lab space were assessed as a single asset group and determined to not be recoverable. Accordingly, in connection with the preparation of the financial statements for the three and six months ended June 30, 2025, we concluded that this asset group is impaired. For asset groups where impairment is triggered, we use discounted cash flow models (an income approach) with Level 3 inputs to estimate the fair values of the asset groups. The significant assumptions used in the discounted cash flow models include projected sublease income over the remaining lease term, expected downtime prior to the commencement of executed or future subleases, and discount rates that reflect a market participant's assumptions in valuing the asset groups. As a result, we recognized impairment charges totaling $10.0 million for each of the three- and six-month periods ended June 30, 2025, of which $7.4 million and $2.6 million, respectively, were related to the tenant improvements and right of use asset associated with the underlying leased property.

We also identified certain laboratory equipment that we no longer plan to use. This asset group, consisting of laboratory equipment that would no longer be used going forward, was also determined to not be recoverable. As a result, this asset group was deemed impaired, resulting in a $2.2 million impairment charge for each of the three- and six-month periods ended June 30, 2025. The fair value of the lab equipment is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs utilized, such as estimates provided by third-party vendors.

The following table summarizes the restructuring and impairment costs recognized in our unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025:

Our strategic pipeline prioritization was substantially completed in the second quarter of 2025, and we currently do not expect to record additional material charges.

14. Subsequent Events

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States, which includes significant changes to federal tax law and other regulatory provisions that may impact us. We are currently evaluating the potential impact of the new legislation, including implications for deferred taxes and related disclosures.