UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-39376

Poseida Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	47-2846548
(State or Other Jurisdiction ofIncorporation or Organization)	(I.R.S. EmployerIdentification No.)
9390 Towne Centre Drive, Suite 200, San Diego, California	92121
(Address of Principal Executive Offices)	(Zip Code)

(858) 779-3100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PSTX	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~November 301, 2024, the registrant had 97,~~120~~465,~~175~~024 shares of common stock, $0.0001 par value per share, outstanding.

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POSEIDA THERAPEUTICS, INC.

Index

PART I. FINANCIAL INFORMATION		Page
Item 1. Financial Statements (Unaudited)		4
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023		4
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023		4
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023		5
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023		5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023		6
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023		6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023		7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023		7
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures about Market Risk		38
Item 4. Controls and Procedures		38
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		3940
Item 1A. Risk Factors		3940
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		8990
Item 3. Defaults Upon Senior Securities		8990
Item 4. Mine Safety Disclosures		8990
Item 5. Other Information		8990
Item 6. Exhibits		9091
Signatures		9192

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q including statements regarding our future results of operations or financial condition, business strategy, plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•

our expectations regarding the timing, scope and results of our development activities, including our ongoing and planned clinical trials;

•

the timing of and plans for regulatory filings;

•

our plans to obtain and maintain regulatory approvals of our product candidates in any of the indications for which we plan to develop them, and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;

•

the potential benefits of our product candidates and technologies;

•

our expectations regarding the use of our platform technologies to generate novel product candidates;

•

the market opportunities for our product candidates and our ability to maximize those opportunities;

•

our business strategies and goals;

•

estimates of our expenses, capital requirements, any future revenue, and need for additional financing;

•

our expectations regarding manufacturing capabilities and plans, including the operation of our clinical manufacturing facility;

•

the performance of our third-party suppliers and manufacturers;

•

our ability to attract and/or retain new and existing collaborators with development, regulatory, manufacturing and commercialization expertise and our expectations regarding the potential benefits to be derived from such collaborations;

•

our expectations regarding our ability to obtain and maintain intellectual property protection for our platform technologies and product candidates and our ability to operate our business without infringing on the intellectual property rights of others;

•

our expectations regarding developments and projections relating to our competitors, competing therapies that are or become available, and our industry;

•

acts of terrorism, war and global conflicts, such as the Russia and Ukraine conflict, and the conflict in the Middle East, and the potential impact they may have on supply chains, the availability, and prices, of commodities, inflationary pressure and the overall U.S. and global financial markets;

•

financial conditions within the banking industry, liquidity levels, and responses by the Federal Reserve, Department of the Treasury, and the Federal Deposit Insurance Corporation to address these issues;

•

future changes in or impact of law and regulations in the United States and foreign countries; and

•

the sufficiency of our existing cash, cash equivalents and short-term investments to fund our operations.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives and financial needs.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

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You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, advancements, discoveries, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

Unless the context otherwise indicates, references in this Quarterly Report on Form 10-Q to the terms “Poseida”, “the Company,” “we,” “our” and “us” refer to Poseida Therapeutics, Inc.

We regularly make material business and financial information available to our investors using our investor relations website (https://investors.poseida.com). We therefore encourage investors and others interested in Poseida to review the information that we make available on our website, in addition to following our filings with the Securities and Exchange Commission, or the SEC, press releases and conference calls.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

POSEIDA THERAPEUTICS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and par value amounts)

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3049,~~545~~340		$	44,472
Short-term investments		~~207~~181,~~267~~512			167,730
Accounts receivable		1214,~~427~~749			9,010
Prepaid expenses and other current assets		45,~~097~~103			5,263
Total current assets		~~254~~250,~~336~~704			226,475
Property and equipment, net		17,~~759~~366			19,055
Operating lease right-of-use assets		19,~~962~~054			21,726
Intangible assets, net		1,320			1,320
Goodwill		4,228			4,228
Other long-term assets		~~1,081~~905			1,081
Total assets	$	~~298~~293,~~686~~577		$	273,885
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	25,~~990~~197		$	3,267
Accrued expenses and other liabilities		3029,~~116~~714			31,092
Operating lease liabilities, current		6,~~039~~085			5,951
Deferred revenue, current		6337,~~289~~273			31,008
Total current liabilities		~~102~~78,~~434~~269			71,318
Term debt		58,~~796~~908			58,590
Deferred revenue, non-current		5448,~~924~~402			16,780
Operating lease liabilities, non-current		1817,~~818~~734			20,882
Other long-term liabilities		23,~~897~~053			2,614
Total liabilities		~~237~~206,~~869~~366			170,184
Commitments and Contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.0001 par value: 250,000,000 shares authorized at June 30, 2024 and December 31, 2023; 97,080,817 and 95,636,553 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		10			10
Common stock, $0.0001 par value: 250,000,000 shares authorized at September 30, 2024 and December 31, 2023; 97,411,571 and 95,636,553 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		10			10
Additional paid-in capital		~~710~~716,~~825~~526			697,856
Accumulated other comprehensive income (loss)		(82	)		126
Accumulated other comprehensive income		376			126
Accumulated deficit		(~~649~~629,~~936~~701	)		(594,291	)
Total stockholders’ equity		6087,~~817~~211			103,701
Total liabilities and stockholders’ equity	$	~~298~~293,~~686~~577		$	273,885

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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POSEIDA THERAPEUTICS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2024			2023			2024			2023
Revenue:
Collaboration revenue	$	2571,~~973~~748		$	209,~~013~~352		$	54125,~~115~~863		$	3039,~~356~~708
Total revenue		2571,~~973~~748			209,~~013~~352			54125,~~115~~863			3039,~~356~~708
Operating expenses:
Research and development		4541,~~547~~914			3937,~~192~~482			88130,~~468~~382			77114,~~244~~727
General and administrative		1210,~~182~~092			8,~~676~~092			2132,~~980~~072			2028,~~483~~576
Total operating expenses		5752,~~729~~006			4745,~~868~~574			~~110~~162,~~448~~454			97143,~~727~~303
Loss from operations		(31,756	)		(27,855	)		(56,333	)		(67,371	)
Income (loss) from operations		19,742			(36,222	)		(36,591	)		(103,595	)
Other income (expense):
Interest expense		(2,~~259~~295	)		(2,~~141~~236	)		(46,~~512~~807	)		(46,~~169~~404	)
Other income, net		2,~~644~~831			26,~~540~~787			58,~~200~~031			512,~~237~~025
Net loss	$	(31,371	)	$	(27,456	)	$	(55,645	)	$	(66,303	)
Net income (loss) before income tax	$	20,278			(31,671	)		(35,367	)		(97,974	)
Other comprehensive loss:
Income tax expense		(43	)		(107	)		(43	)		(107	)
Unrealized loss on short-term investments		(35	)		(282	)		(208	)		(131	)
Net income (loss)	$	20,235		$	(31,778	)	$	(35,410	)	$	(98,081	)
Comprehensive loss	$	(31,406	)	$	(27,738	)	$	(55,853	)	$	(66,434	)
Other comprehensive income (loss):
Net loss per share attributable to common stockholders, basic and diluted	$	(0.32	)	$	(0.32	)	$	(0.58	)	$	(0.77	)
Unrealized gain (loss) on short-term investments		458			80			250			(51	)
Weighted-average number of shares outstanding, basic and diluted		96,965,025			86,794,697			96,492,301			86,531,422
Comprehensive income (loss)	$	20,693		$	(31,698	)	$	(35,160	)	$	(98,132	)
Net income (loss) per share attributable to common stockholders, basic and diluted	$	0.21		$	(0.35	)	$	(0.37	)	$	(1.11	)
Weighted-average number of shares outstanding, basic		97,160,467			91,898,347			96,716,649			88,321,943
Weighted-average number of shares outstanding, diluted		98,219,947			91,898,347			96,716,649			88,321,943

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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POSEIDA THERAPEUTICS, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)

	CommonStock				AdditionalPaid-In			AccumulatedOtherComprehensive			Accumulated			TotalStockholders’
	Shares		Amount		Capital			Income (Loss)			Deficit			Equity
Balance at December 31, 2023		95,636,553	$	10	$	697,856		$	126		$	(594,291	)	$	103,701
Issuance of common stock under employee stock compensation plans, net of tax withholdings		1,161,456		—		(43	)		—			—			(43	)
Stock-based compensation expense		—		—		5,383			—			—			5,383
Unrealized loss on available-for-sale securities		—		—		—			(173	)		—			(173	)
Net loss		—		—		—			—			(24,274	)		(24,274	)
Balance at March 31, 2024		96,798,009	$	10	$	703,196		$	(47	)	$	(618,565	)	$	84,594
Issuance of common stock under employee stock compensation plans, net of tax withholdings		282,808		—		—			—			—			—
Stock-based compensation expense		—		—		7,629			—			—			7,629
Unrealized loss on available-for-sale securities		—		—		—			(35	)		—			(35	)
Net loss		—		—		—			—			(31,371	)		(31,371	)
Balance at June 30, 2024		97,080,817	$	10	$	710,825		$	(82	)	$	(649,936	)	$	60,817
Issuance of common stock under employee stock compensation plans, net of tax withholdings		330,754		—		742			—			—			742
Stock-based compensation expense		—		—		4,959			—			—			4,959
Unrealized gain on available-for-sale securities		—		—		—			458			—			458
Net income		—		—		—			—			20,235			20,235
Balance at September 30, 2024		97,411,571	$	10	$	716,526		$	376		$	(629,701	)	$	87,211

	CommonStock				AdditionalPaid-In		AccumulatedOtherComprehensive			Accumulated			TotalStockholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balance at December 31, 2022		85,964,161	$	9	$	658,596	$	(149	)	$	(470,861	)	$	187,595
Issuance of common stock under employee stock compensation plans, net of tax withholdings		675,726		—		258		—			—			258
Issuance of common stock through ATM, net of issuance costs		119,000		—		928		—			—			928
Stock-based compensation expense		—		—		7,480		—			—			7,480
Unrealized gain on available-for-sale securities		—		—		—		151			—			151
Net loss		—		—		—		—			(38,847	)		(38,847	)
Balance at March 31, 2023		86,758,887	$	9	$	667,262	$	2		$	(509,708	)	$	157,565
Issuance of common stock under employee stock compensation plans, net of tax withholdings		119,454		—		—		—			—			—
Stock-based compensation expense		—		—		5,474		—			—			5,474
Unrealized loss on available-for-sale securities		—		—		—		(282	)		—			(282	)
Net loss		—		—		—		—			(27,456	)		(27,456	)
Balance at June 30, 2023		86,878,341	$	9	$	672,736	$	(280	)	$	(537,164	)	$	135,301
Issuance of common stock under employee stock compensation plans, net of tax withholdings		361,852		—		523		—			—			523
Issuance of common stock through private placement		8,333,333		1		14,416		—			—			14,417
Stock-based compensation expense		—		—		5,117		—			—			5,117
Unrealized gain on available-for-sale securities		—		—		—		80			—			80
Net loss		—		—		—		—			(31,778	)		(31,778	)
Balance at September 30, 2023		95,573,526	$	10	$	692,792	$	(200	)	$	(568,942	)	$	123,660

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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POSEIDA THERAPEUTICS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024			2023
Operating Activities:
Net loss	$	(5535,~~645~~410	)	$	(6698,~~303~~081	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		24,~~729~~048			24,~~735~~179
Stock-based compensation		1317,~~012~~971			1218,~~954~~071
Accretion of discount on issued term debt		~~489~~757			~~361~~575
Accretion of discount on short-term investments, net		(35,~~476~~455	)		(46,~~244~~218	)
Write off of deferred CIRM grant liability		—			(3,992	)
Changes in operating assets and liabilities:
Accounts receivable		(35,~~416~~739	)		~~(2,818~~415	)
Prepaid expenses and other current assets		~~946~~(159	)		31,~~207~~596
Operating lease right-of-use assets		12,~~764~~672			12,~~679~~514
Accounts payable		(277	)		(131	)
Other long-term assets		176			(30	)
Accrued expenses and other liabilities		(1,260	)		(4,565	)
Accounts payable		1,930			302
Operating lease liabilities		(1,976	)		(1,823	)
Accrued expenses and other liabilities		(1,943	)		(2,563	)
Deferred revenue		70,425			(12,363	)
Operating lease liabilities		(3,014	)		(2,732	)
Net cash provided by (used in) operating activities		23,315			(71,311	)
Deferred revenue		37,887			22,541
Net cash provided by (used in) operating activities		13,721			(63,423	)
Investing Activities:
Purchases of property and equipment		(1,~~149~~794	)		(12,~~968~~757	)
Purchases of short-term investments		(~~156~~187,~~050~~758	)		(~~109~~215,~~374~~822	)
Proceeds from maturities of short-term investments		~~120~~180,000			~~150~~210,000
Net cash provided by (used in) investing activities		(37,199	)		38,658
Net cash used in investing activities		(9,552	)		(8,579	)
Financing Activities:
Proceeds from issuance of common stock under employee stock compensation plans		~~549~~1,291			~~752~~1,276
Payment of taxes related to net share settlement of equity awards		(592	)		(494	)
Proceeds from issuance of common stock through ATM offering, net of issuance costs		—			928
Net cash provided by (used in) financing activities		(43	)		1,186
Proceeds from private placement of common stock		—			14,417
Net decrease in cash and cash equivalents		(13,927	)		(31,467	)
Net cash provided by financing activities		699			16,127
Net increase (decrease) in cash and cash equivalents		4,868			(55,875	)
Cash and cash equivalents at beginning of period		44,472			81,378
Cash and cash equivalents at end of period	$	3049,~~545~~340		$	4925,~~911~~503
Non-cash operating, investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued liabilities	$	~~284~~585		$	~~193~~220
Supplemental disclosure of cash flow information:
Interest paid	$	46,~~045~~079		$	35,~~775~~786

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Note 1. Nature of Business and Basis of Presentation

Nature of Operations

Poseida Therapeutics, Inc. (the “Company” or “Poseida”) is a clinical-stage cell therapy and genetic medicines company advancing a new class of treatments for patients with cancer and rare diseases. The Company has discovered and is developing a broad portfolio of product candidates in a variety of indications based on its core proprietary platforms, including its non-viral, ~~piggyBac~~transposon-based DNA ~~Delivery~~delivery ~~System~~system, Cas-CLOVER Site-specific Gene Editing System and nanoparticle-based gene delivery technologies.

The Company is subject to risks and uncertainties common to development-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s therapeutic development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Liquidity and Capital Resources

The Company has experienced net losses and negative cash flows from operations since its inception and has relied on its ability to fund its operations primarily through equity and debt financings and strategic collaborations. For the ~~six~~nine months ended ~~June~~September 30, 2024, the Company incurred a net loss of $5535.64 million and positive cash flows from operations of $2313.37 million. The Company expects it will continue to incur net losses and will incur negative cash flows from operations for at least the next several years. As of ~~June~~September 30, 2024, the Company had an accumulated deficit of $~~649~~629.97 million.

The Company expects that its cash, cash equivalents and short-term investments as of ~~June~~September 30, 2024 of $~~237~~230.89 million will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. In the long term, the Company will need additional financing to support its continuing operations and pursue its business strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so.

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements reflect the Company’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles in the United States of America (“GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated financial statements include the accounts of Poseida Therapeutics, Inc. and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated. These unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly state the financial position and the results of its operations and cash flows for interim periods presented. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 7, 2024 from which the Company derived its condensed consolidated balance sheet as of December 31, 2023. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation.

Risk and Uncertainties

Global events such as the conflict in the Middle East, Russia’s invasion of Ukraine and the retaliatory measures that have been taken, or could be taken in the future, by the United States, NATO, and other countries have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could disrupt the Company’s supply chain and adversely affect its ability to conduct ongoing and future clinical trials of the Company’s product candidates. The extent to which any such ongoing or future conflict ultimately impacts the Company’s business is highly uncertain and cannot be predicted with confidence at this time.

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Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, which include, but are not limited to, estimates related to revenue, accrued expenses, research and development expenses, stock-based compensation expense and deferred tax valuation allowances. The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.

Cash, Cash Equivalents and Short-term Investments

The Company considers all highly liquid investments purchased with original final maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of deposits with financial institutions and marketable securities. Investments with a remaining maturity when purchased of greater than three months are classified as short-term investments in the consolidated balance sheet and consist primarily of U.S. Treasury and other government agency obligations. As the Company’s entire investment portfolio is considered available for use in current operations, the Company classifies all investments as available-for-sale and as current assets, even though the stated maturity date may be one year or more beyond the current consolidated balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary.

Concentration of Business Risk

The Company operates in one reportable business segment and has two customers. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and materials for its development programs. These programs could be adversely affected by a significant interruption in these manufacturing services.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to a significant concentration of credit risk, consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits and investments are held. The Company invests exclusively in securities issued by the U.S. government or U.S. government agencies, or in money-market funds. The Company maintains an investment policy with investment objectives to preserve principal, achieve liquidity requirements, and safeguard funds. For these reasons, management believes that the Company is not exposed to significant credit risk.

Revenue Recognition

The Company’s revenues to date have been generated primarily through collaboration and license agreements. The Company’s collaboration and license agreements may contain multiple elements including intellectual property licenses and research, and development services. Consideration the Company receives under these arrangements may include upfront payments, research and development funding, cost reimbursements, research, development, regulatory and commercial milestone payments, and royalty payments.

The Company applies Accounting Standard Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), issued by the Financial Accounting Standards Board (“FASB”) to account for its contracts with customers. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. The Company analyzes the nature of these performance obligations in the context of individual collaboration and license agreements in order to assess the distinct performance obligations. The Company evaluates its contracts with customers for proper classification in the consolidated statements of operations and comprehensive loss based on the nature of the underlying activity. Transactions with customers recorded in the Company’s consolidated statements of operations and comprehensive loss are recorded on either a gross or net basis, depending on the characteristics of the collaborative relationship.

To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v)

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recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company allocates the transaction price to individual performance obligations on their relative standalone selling price basis. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services.

For each agreement entered into, including licenses granted upon the exercise of license options, the Company determines the contract term for purposes of applying the requirements of ASC 606. Generally, the Company’s agreements are terminable at the option of the licensee with advance notice. The Company evaluates these termination rights to determine the contract term and whether a substantive termination penalty would be incurred by the licensee upon termination. If the licensee incurs a substantive termination penalty upon termination, the contract term for revenue recognition purposes is generally equal to the stated term of the agreement, which many times is equal to the research term. Alternatively, if the licensee does not incur a substantive termination penalty upon termination, the contract term for revenue recognition purposes may be shorter than the stated term of the agreement, in which case the termination rights may be accounted for as contract renewal options. The determination of whether a substantive termination penalty is associated with the termination rights requires significant judgment. In making this determination, the Company considers, among other things, the nature of the rights that would be returned to the Company upon termination, exclusivity rights, stage of development of the licensed products, payment terms, including the amount and timing of non-refundable or guaranteed payments, and the business purpose of the termination rights granted.

If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer.

The Company receives payments from its collaborators based on terms established in each contract. Upfront payments and other payments may require deferral of revenue recognition to a future period until the Company satisfies its performance obligations under the contract.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on short-term investments. Comprehensive gains (losses) have been reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

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~~may~~Note ~~not~~3. beComposition ~~comparable to companies that comply with the new or revised accounting pronouncements as~~ of ~~public~~Certain ~~company~~Balance ~~effective~~Sheet ~~dates.~~Components

~~Note~~Property 3.and ~~Composition~~equipment, ~~of Certain Balance Sheet Components~~net

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


	September 30,			December 31,
	2024			2023
Laboratory equipment	$	23,487		$	21,271
Leasehold improvements		14,172			14,113
Computer equipment and software		1,355			1,355
Furniture and fixtures		1,204			1,125
Total property and equipment		40,218			37,864
Less: Accumulated depreciation and amortization		(22,852	)		(18,809	)
Total property and equipment, net	$	17,366		$	19,055

	June 30,			December 31,
	2024			2023
Laboratory equipment	$	22,589		$	21,271
Leasehold improvements		14,172			14,113
Computer equipment and software		1,355			1,355
Furniture and fixtures		1,181			1,125
Total property and equipment		39,297			37,864
Less: Accumulated depreciation and amortization		(21,538	)		(18,809	)
Total property and equipment, net	$	17,759		$	19,055

Depreciation and amortization expense associated with property and equipment was $1.3 million and $4.0 million for the three and nine months ended September 30, 2024, respectively, and $1.4 million and $4.2 million for the three and nine months ended September 30, 2023, respectively.

~~Depreciation~~Accrued ~~and~~expenses ~~amortization expense associated with property~~ and ~~equipment~~other ~~was $1.3 million and $2.7 million for the three and six months ended June 30, 2024, respectively, and $1.4 million and $2.7 million for the three and six months ended June 30, 2023, respectively.~~liabilities

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


	September 30,		December 31,
	2024		2023
Contract research services	$	16,054	$	14,621
Payroll and related expense		9,320		13,076
Other		4,340		3,395
Total accrued expenses and other liabilities	$	29,714	$	31,092

	June 30,		December 31,
	2024		2023
Contract research services	$	17,941	$	14,621
Payroll and related expense		7,876		13,076
Other		4,299		3,395
Total accrued expenses and other liabilities	$	30,116	$	31,092

Note 4. Financial Instruments

~~Note~~The 4.following ~~Financial~~table ~~Instruments~~summarizes the amortized cost and fair value of available-for-sale securities (in thousands):

The following table summarizes the amortized cost and fair value of available-for-sale securities (in thousands):


	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
At September 30, 2024:
Money market funds	1 year or less	$	46,605	$	—	$	—		$	46,605
U.S. government agency securities and treasuries	1 year or less		181,136		377		(1	)		181,512
Total		$	227,741	$	377	$	(1	)	$	228,117

At December 31, 2023:
Money market funds	1 year or less	$	37,590	$	—	$	—		$	37,590
U.S. government agency securities and treasuries	1 year or less		167,604		158		(32	)		167,730
Total		$	205,194	$	158	$	(32	)	$	205,320

	Maturity	AmortizedCost		UnrealizedGains		UnrealizedLosses			Fair Value
At June 30, 2024:
Money market funds	1 year or less	$	25,053	$	—	$	—		$	25,053
U.S. government agency securities and treasuries	1 year or less		207,349		2		(84	)		207,267
Total		$	232,402	$	2	$	(84	)	$	232,320
At December 31, 2023:
Money market funds	1 year or less	$	37,590	$	—	$	—		$	37,590
U.S. government agency securities and treasuries	1 year or less		167,604		158		(32	)		167,730
Total		$	205,194	$	158	$	(32	)	$	205,320

The Company has classified all of its short-term investments as available-for-sale as the sale of such securities may be required prior to maturity to implement management strategies, and therefore, they are carried at fair value. No available-for-sale debt securities held as of September 30, 2024 and December 31, 2023, had remaining maturities greater than one year. Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. As of September 30, 2024, none of the Company’s securities were in material unrealized loss positions.

The Company ~~has~~reviews ~~classified~~its ~~all~~investment ofholdings ~~its~~at ~~short-term~~the ~~investments~~end asof ~~available-for-sale~~each asreporting ~~the~~period ~~sale~~and ofevaluates ~~such~~any ~~securities~~unrealized ~~may~~losses beusing ~~required~~the ~~prior~~expected tocredit ~~maturity~~loss model to ~~implement~~determine ~~management~~if ~~strategies,~~the ~~and~~unrealized ~~therefore,~~loss ~~they~~is ~~are~~a ~~carried~~result atof ~~fair~~a ~~value.~~credit Noloss ~~available-for-sale~~or ~~debt~~other ~~securities~~factors. ~~held~~The asCompany ofalso ~~June~~evaluates ~~30,~~its ~~2024~~investment ~~and~~holdings ~~December~~for ~~31,~~impairment ~~2023,~~using ~~had~~a ~~remaining~~variety ~~maturities~~of ~~greater~~factors ~~than~~including ~~one~~the ~~year.~~Company’s ~~Unrealized~~intent ~~gains~~to ~~and~~sell ~~losses~~the onunderlying ~~available-for-sale~~ securities ~~are~~prior ~~included~~to asmaturity aand ~~component~~whether ofit ~~comprehensive~~is ~~loss.~~more Aslikely ofthan ~~June~~not ~~30,~~that ~~2024,~~the ~~none~~Company ofwould ~~the~~be ~~Company’s~~required to sell the securities ~~were~~before inthe ~~material~~recovery ~~unrealized~~of ~~loss~~their ~~positions.~~

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The Company reviews its investment holdings at the end of each reporting period and evaluates any unrealized losses using the expected credit loss model to determine if the unrealized loss is a result of a credit loss or other factors. The Company also evaluates its investment holdings for impairment using a variety of factors including the Company’s intent to sell the underlying securities prior to maturity and whether it is more likely than not that the Company would be required to sell the securities before the recovery of their amortized basis. As of ~~June~~September 30, 2024, none of the available-for-sale securities have been in an unrealized loss position for greater than 12 months. During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company did not recognize any impairment or realized gains or losses on sales of investments, and the Company did not record an allowance for, or recognize, any expected credit losses.

Note 5. Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

•

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

•

Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

•

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity)

The Company classifies its money market funds and U.S. treasury securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy.

The following table summarizes the Company’s valuation hierarchy for its financial assets and liabilities measured at fair value on a recurring basis (in thousands):

	Level 1		Level 2		Level 3
At June 30, 2024:
At September 30, 2024:
Assets:
Money market funds	$	2546,~~053~~605	$	—	$	—
U.S. government agency securities and treasuries		~~207~~181,~~267~~512		—		—
Total	$	~~232~~228,~~320~~117	$	—	$	—
At December 31, 2023:
Assets:
Money market funds	$	37,590	$	—	$	—
U.S. government agency securities and treasuries		167,730		—		—
Total	$	205,320	$	—	$	—

Note 6. Strategic Investment

Astellas

Terms of the Agreement

On August 4, 2023 (the “Signing Date”), the Company entered into a series of agreements (collectively, the “Astellas Strategic Agreements”) with Astellas US, LLC (“Astellas”) as described below.

Securities Purchase and Registration Rights Agreement

Pursuant to a securities purchase agreement (the “Securities Purchase Agreement”), the Company agreed to issue and sell to Astellas in a private placement (the “Private Placement”) an aggregate of 8,333,333 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, at a purchase price of $3.00 per Share, for aggregate gross proceeds of $25.0 million. The Private Placement closed on August 7, 2023 (the “Closing Date”).

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~~$0.0001~~The ~~per~~Company ~~share,~~also ofentered into a registration rights agreement with Astellas (the ~~Company~~“Registration Rights Agreement”), atpursuant ato ~~purchase~~which ~~price~~the ofCompany ~~$3.00~~agreed ~~per~~to ~~Share,~~register ~~for~~the ~~aggregate~~resale ~~gross~~by ~~proceeds~~Astellas of ~~$25.0~~the ~~million.~~Shares ~~The~~no ~~Private~~later ~~Placement~~than ~~closed~~the on250th ~~August~~day 7,after ~~2023 (~~the “Closing Date”).

~~The~~Strategic ~~Company also entered into a registration rights agreement with Astellas (the “Registration~~ Rights ~~Agreement”),~~Letter ~~pursuant to which the Company agreed to register the resale by Astellas of the Shares no later than the 250th day after the Closing Date.~~ Agreement

On the Signing Date, the Company also entered into a strategic rights letter agreement (the “Astellas Strategic Rights Letter”) ~~Agreement~~with Astellas, pursuant to which, the Company agreed to the following: (i) grant Astellas the right to an observer seat on the Company’s board of directors, any committee of the Company’s board of directors, and the Company’s scientific advisory board; (ii) for a period of 18 months, grant Astellas a right of notification with respect to a Change in Control (as defined in the Astellas Strategic Rights Letter); (iii) during the period beginning on the Closing Date and ending on the 12-month anniversary of the Closing Date (the “Exclusivity Period”), not to (1) solicit, knowingly encourage, negotiate or otherwise enter into bona fide discussions about a Program Transaction (as defined below) with any third party, (2) provide access to any confidential information of the Company relating to P-MUC1C-ALLO1, the Company’s fully allogeneic CAR-T product candidate for multiple solid tumor indications (the “Program”), for purposes of knowingly facilitating a Program Transaction, or (3) enter into any letter of intent, contract or other commitment for a Program Transaction (a “Program Transaction” being an exclusive or co-exclusive license or co-promote or co-marketing arrangement or granting of commercial rights to sell, promote or market one or more products of the Program for any indication in the world); (iv) provide notice to Astellas (1) if the Company receives a bona fide proposal for a Change in Control transaction from a third party, unless such proposal is rejected by the Company’s board of directors, or (2) of the commencement of a process approved by the Company’s board of directors for a Change in Control, (3) if the Company receives a bona fide proposal for a Program Transaction from a third party unless the proposal is rejected by the Company’s board of directors (a “Program Transaction Proposal”) or, (4) following the Exclusivity Period, the commencement of substantive discussions for a Program Transaction with a third party in connection with a process approved by the Company’s board of directors for a Program Transaction (a “Program Process”). In connection with a notice related to (x) a Program Transaction Proposal, Astellas shall have a right of first refusal to provide a competing proposal that is in aggregate more favorable to the Company than the Program Transaction Proposal, and thereby have a right to negotiate exclusively a possible Program Transaction for a specified period and (y) a Program Process, Astellas shall have a right of first offer to negotiate a Program Transaction for a specified period before the Company engages with any third party in meaningful substantive discussions, in each case, in accordance with the procedures and subject to the conditions set forth in the Astellas Strategic Rights Letter.

OnAs ~~the~~partial ~~Signing~~consideration ~~Date,~~for the ~~Company~~rights ~~also~~granted ~~entered~~to ~~into~~Astellas aunder ~~strategic rights letter agreement (~~the “Astellas Strategic Rights Letter~~”) with Astellas~~, ~~pursuant to which, the Company agreed to the following: (i) grant~~ Astellas ~~the~~paid ~~right to an observer seat on~~ the Company’s ~~board of directors, any committee of the Company’s board of directors, and the Company’s scientific advisory board; (ii) for~~ a ~~period~~one-time ofpayment ~~18 months, grant Astellas a right of notification with respect to a Change~~ in ~~Control (as defined in~~ the ~~Astellas~~amount ~~Strategic Rights Letter); (iii) during the period beginning on the Closing Date and ending on the 12-month anniversary~~ of ~~the~~$25.0 ~~Closing~~million ~~Date~~ (the “~~Exclusivity~~Upfront ~~Period~~Payment”),. ~~not~~In toconnection ~~(1) solicit, knowingly encourage, negotiate or otherwise enter into bona fide discussions about a Program Transaction (as defined below)~~ with any third party, (2) provide access to any confidential information of the Company relating to P-MUC1C-ALLO1, the Company’s fully allogeneic CAR-T product candidate for multiple solid tumor indications (the “Program”), for purposes of knowingly facilitating a Program Transaction, or (3) enter into any letter of intent, contract or other commitment for a Program Transaction (a “Program Transaction” being an exclusive or co-exclusive license or co-promote or co-marketing arrangement or granting of commercial rights to sell, promote or market one or more products of the Program for any indication in the world); (iv) provide notice to Astellas (1) if the Company receives a bona fide proposal for a Change in Control transaction ~~from a third party, unless such proposal is rejected by the Company’s board of directors,~~ or ~~(2) of the commencement of a process approved by the Company’s board of directors for a Change in Control, (3) if the Company receives a bona fide proposal for a~~ Program Transaction ~~from~~between ~~a third party unless~~ the ~~proposal is rejected by the~~ Company’s ~~board~~and ofAstellas, ~~directors~~some, (aall ~~“Program Transaction Proposal”)~~ or, ~~(4)~~none ~~following~~of the ~~Exclusivity~~Upfront ~~Period,~~Payment ~~the~~may ~~commencement~~be ofoffset ~~substantive~~against ~~discussions~~payments ~~for~~owed ~~a Program Transaction with a third party in connection with a process approved~~ by ~~the Company’s board of directors for a Program Transaction (a “Program Process”). In connection with a notice related to (x) a Program Transaction Proposal,~~ Astellas ~~shall have a right of first refusal to provide a competing proposal that is~~ in ~~aggregate more favorable to the Company than the Program Transaction Proposal, and thereby have~~ a ~~right~~tiered tobasis ~~negotiate exclusively a possible Program Transaction for a specified period and (y) a Program Process, Astellas shall have a right of first offer~~ to ~~negotiate a Program Transaction for a specified period before~~ the Company ~~engages~~dependent ~~with~~on ~~any~~certain ~~third~~factors ~~party in meaningful substantive discussions, in each case, in accordance with the procedures and subject to the conditions~~ set forth in the Astellas Strategic Rights Letter.

AsThe ~~partial consideration for the rights granted to~~ Astellas ~~under the Astellas~~ Strategic Rights Letter, ~~Astellas~~shall ~~paid~~terminate upon the ~~Company~~earliest ato ~~one-time~~occur ~~payment in the amount~~ of ~~$25.0 million~~ (~~the “Upfront Payment”~~i). Inthe ~~connection~~18-month ~~with~~anniversary aof ~~Change~~the inClosing ~~Control~~Date, ~~transaction~~(ii) orsuch ~~Program~~time ~~Transaction~~that ~~between~~Astellas ~~the~~owns ~~Company~~fewer ~~and~~than ~~Astellas~~8, ~~some~~000,000 ~~all~~shares ~~or none~~ of ~~the~~common ~~Upfront~~stock ~~Payment~~(subject ~~may~~to beadjustment ~~offset~~for ~~against~~any ~~payments~~stock ~~owed~~splits, bystock ~~Astellas~~dividends inor arecapitalizations) ~~tiered~~and ~~basis~~(iii) to the ~~Company~~consummation ~~dependent~~of ona ~~certain~~Change ~~factors set forth~~ in ~~the Astellas Strategic Rights Letter~~Control.

~~The~~Revenue Astellas Strategic Rights Letter shall terminate upon the earliest to occur of (i) the 18-month anniversary of the Closing Date, (ii) such time that Astellas owns fewer than 8,000,000 shares of common stock (subject to adjustment for any stock splits, stock dividends or recapitalizations) and (iii) the consummation of a Change in Control.Recognition

~~Revenue~~The ~~Recognition~~Securities Purchase Agreement and the Registration Rights Agreement are not within the scope of ASC 606 and were accounted for as an equity issuance with the deemed fair value of the shares issued scoped out of the transaction price. See Note 10 for further detail of the equity issuance. The rights granted under the Astellas Strategic Rights Letter were assessed under ASC 606, as the agreement represents a contract with a customer. The rights were deemed to not transfer any control to Astellas but give Astellas a right in the future, as all or a portion of the Upfront Payment of $25.0 million is creditable to Astellas towards a future potential transaction within the restrictions and time frames specified in the letter. Therefore, the full amount allocated to the rights is treated as a non-refundable payment.

The ~~Securities~~Company ~~Purchase~~recorded ~~Agreement~~the ~~and~~issuance ~~the~~of ~~Registration~~common ~~Rights~~stock ~~Agreement~~at ~~are~~its ~~not~~estimated ~~within~~fair value on the ~~scope~~date of ~~ASC~~issuance ~~606~~of ~~and~~$14.4 ~~were~~million, ~~accounted~~which ~~for~~reflects asa andiscount ~~equity~~for ~~issuance with~~ the ~~deemed~~lack ~~fair value~~ of ~~the~~marketability ~~shares~~(“DLOM”) ~~issued scoped out~~ of the ~~transaction price~~shares. ~~See~~The ~~Note~~DLOM 10was ~~for~~applied ~~further~~due ~~detail~~to of the ~~equity~~inability ~~issuance.~~to ~~The~~trade ~~rights granted under~~ the ~~Astellas~~shares ~~Strategic~~until ~~Rights~~they ~~Letter~~are ~~were~~registered. ~~assessed~~The ~~under~~$10.6 ~~ASC~~million ~~606,~~difference asbetween the ~~agreement~~$25.0 ~~represents~~million apaid ~~contract~~by ~~with~~Astellas afor ~~customer.~~the ~~The~~Securities ~~rights~~Purchase ~~were~~Agreement ~~deemed~~and tothe ~~not~~fair ~~transfer~~market ~~any~~value ~~control~~of toshares ~~Astellas~~issued ~~but~~was ~~give~~allocated ~~Astellas~~to athe ~~right~~rights ingranted under the ~~future,~~Astellas asStrategic ~~all~~Rights orLetter for a ~~portion~~total ofamount ~~the~~allocable ~~Upfront Payment~~ of $2535.06 million. isThe ~~creditable~~amount towill ~~Astellas~~be ~~towards~~recognized awhen ~~future potential transaction within~~ the ~~restrictions~~likelihood ~~and~~of ~~time~~Astellas ~~frames~~exercising ~~specified~~its inremaining ~~the~~rights ~~letter.~~becomes ~~Therefore~~remote, or when the ~~full~~proportionate amount ~~allocated~~of to the ~~rights~~tiered iscreditable ~~treated~~amounts ~~as a non-refundable payment~~expire.

The Company ~~recorded~~recognized ~~the~~$11.9 ~~issuance~~million ofand ~~common stock at its estimated fair value on the date of issuance of~~ $1423.47 million, ~~which reflects a discount for the lack~~ of ~~marketability~~revenue ~~(“DLOM”)~~from of the ~~shares.~~Astellas ~~The~~Strategic ~~DLOM~~Agreements ~~was~~for ~~applied due to~~ the ~~inability~~three toand ~~trade~~nine ~~the~~months ~~shares~~ended ~~until~~September ~~they~~30, ~~are~~2024, ~~registered~~respectively. The ~~$10.6~~Company ~~million~~has ~~difference between the~~ $2511.09 million ~~paid~~of bydeferred ~~Astellas~~revenue ~~for~~on ~~the~~its ~~Securities~~condensed ~~Purchase~~consolidated ~~Agreement~~balance ~~and~~sheet ~~the~~as ~~fair market value~~ of ~~shares~~September ~~issued~~30, ~~was~~2024, ~~allocated~~expected to ~~the rights granted under the Astellas Strategic Rights Letter for a total amount allocable of $35.6 million. The amount will~~ be recognized ~~when~~by ~~the~~February ~~likelihood of Astellas exercising its remaining rights becomes remote, or when the proportionate amount of the tiered creditable amounts expire~~2025.

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~~The~~Note ~~Company recognized $11~~7.9 ~~million~~Collaboration ofand ~~revenue~~License ~~from the Astellas Strategic~~ Agreements for the six months ended June 30, 2024. The Company has $23.7 million of deferred revenue on its condensed consolidated balance sheet as of June 30, 2024, expected to be recognized in tiered amounts by February 2025.

~~Note 7. Collaboration and License Agreements~~Roche

~~Roche~~Terms of the Agreement

~~Terms~~In July 2022, the Company entered into a collaboration and license agreement (the “Roche Collaboration Agreement”) with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (collectively, “Roche”), pursuant to which the Company granted to Roche: (i) an exclusive, worldwide license under certain Company intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from each of the Company’s existing P-BCMA-ALLO1 and P-CD19CD20-ALLO1 programs (each a “Tier 1 Program”); (ii) an exclusive option to acquire an exclusive, worldwide license under certain Company intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from each of the Company’s existing P-BCMACD19-ALLO1 and P-CD70-ALLO1 programs (each, a “Tier 2 Program”); (iii) an exclusive license under certain Company intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from the up to six Collaboration Programs (as defined below) designated by Roche; (iv) an option for a non-exclusive, commercial license under certain limited Company intellectual property to develop, manufacture and commercialize certain Roche proprietary cell therapy products for up to three solid tumor targets to be identified by Roche (“Licensed Products”); and (v) the right of first offer for two (2) early-stage existing programs within hematologic malignancies. The Roche Collaboration Agreement became effective in September 2022 upon expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

InFor ~~July~~each ~~2022~~Tier 1 Program, the Company ~~entered~~will ~~into~~perform adevelopment ~~collaboration~~activities ~~and~~through ~~license~~a ~~agreement~~Phase ~~(the~~1 ~~“Roche~~dose ~~Collaboration~~escalation ~~Agreement”)~~clinical ~~with~~trial, ~~F. Hoffmann-La Roche Ltd~~ and ~~Hoffmann-La~~ Roche ~~Inc.~~is ~~(collectively,~~obligated ~~“Roche”), pursuant~~ to ~~which~~reimburse ~~the~~a ~~Company~~specified ~~granted~~percentage toof ~~Roche:~~certain ~~(i)~~costs anincurred ~~exclusive,~~by ~~worldwide~~the ~~license~~Company ~~under~~in ~~certain~~its ~~Company~~performance ~~intellectual~~of ~~property~~such ~~to develop~~activities, ~~manufacture~~up ~~and~~to ~~commercialize~~a ~~allogeneic~~specified ~~CAR-T~~reimbursement ~~cell~~cap ~~therapy~~for ~~products from~~ each ofTier ~~the~~1 ~~Company’s~~Program. ~~existing~~For ~~P-BCMA-ALLO1 and P-CD19CD20-ALLO1 programs (each a “~~Tier 1 Program~~”);~~ ~~(ii)~~activities anbeyond ~~exclusive~~the ~~option~~specified toreimbursement ~~acquire an exclusive~~cap, ~~worldwide~~Roche ~~license~~is ~~under~~obligated ~~certain Company intellectual property~~ to ~~develop,~~reimburse ~~manufacture~~all ~~and~~costs ~~commercialize~~incurred ~~allogeneic~~for ~~CAR-T cell therapy products from each of~~ the ~~Company’s~~program. ~~existing~~For ~~P-BCMACD19-ALLO1 and P-CD70-ALLO1 programs (~~each, ~~a “~~Tier 2 Program~~”);~~, ~~(iii)~~the ~~an exclusive license under certain~~ Company ~~intellectual~~will ~~property~~perform toresearch ~~develop, manufacture~~ and ~~commercialize~~development ~~allogeneic~~activities ~~CAR-T~~either ~~cell~~through ~~therapy~~selection ~~products~~of ~~from~~a ~~the~~development upcandidate tofor ~~six~~Investigational ~~Collaboration~~New ~~Programs~~Drug ~~(as~~Application ~~defined below) designated by Roche;~~ (iv“IND”)-enabling anstudies ~~option for a non-exclusive~~or, ~~commercial~~subject ~~license~~to ~~under~~Roche’s ~~certain~~election ~~limited~~and ~~Company~~payment ~~intellectual~~of ~~property~~an tooption ~~develop~~maintenance fee, ~~manufacture~~through ~~and~~completion ~~commercialize~~of ~~certain~~a ~~Roche~~Phase ~~proprietary~~1 ~~cell~~dose ~~therapy~~escalation ~~products~~clinical ~~for~~trial. upIn toaddition, ~~three~~for ~~solid~~each ~~tumor~~Tier ~~targets~~2 toProgram befor ~~identified~~which by Roche ~~(“Licensed~~exercises ~~Products”);~~its ~~and~~option ~~(v)~~for ~~the~~an ~~right~~exclusive oflicense, ~~first~~Roche ~~offer~~is ~~for~~obligated ~~two~~to ~~(2)~~pay ~~early-stage~~an ~~existing~~option ~~programs~~exercise ~~within hematologic malignancies~~fee. ~~The~~For ~~Roche~~each ~~Collaboration~~Tier ~~Agreement~~1 ~~became~~Program ~~effective~~and inTier ~~September~~2 ~~2022~~Program, ~~upon~~the ~~expiration~~Company ofwill ~~the~~perform ~~applicable~~manufacturing ~~waiting~~activities ~~period~~until ~~under~~ the ~~Hart-Scott-Rodino~~completion ~~Antitrust~~of ~~Improvements~~a ~~Act~~technology oftransfer ~~1976,~~to ~~as amended~~Roche.

~~For~~The ~~each~~parties ~~Tier~~are 1conducting ~~Program,~~an ~~the~~initial ~~Company~~two-year ~~will~~research ~~perform~~program ~~development~~to ~~activities~~explore ~~through~~and preclinically test a ~~Phase~~specified 1number ~~dose~~of ~~escalation~~agreed-upon ~~clinical~~next ~~trial,~~generation ~~and~~therapeutic ~~Roche~~concepts isrelating ~~obligated~~to allogeneic CAR-T cell therapies. Subject to ~~reimburse~~Roche’s election and payment of a specified ~~percentage~~fee, the parties would subsequently conduct a second research program of ~~certain~~18 ~~costs~~months ~~incurred~~under bywhich the ~~Company~~parties incould ~~its~~extend ~~performance~~the ofexisting ~~such~~work ~~activities,~~being upperformed tounder athe ~~specified~~initial ~~reimbursement~~term, ~~cap~~and/or ~~for~~would ~~each~~explore ~~Tier~~and 1preclinically ~~Program.~~test ~~For~~a ~~Tier~~specified 1number ~~Program~~of ~~activities~~additional ~~beyond~~agreed-upon ~~the~~next ~~Phase~~generation 1therapeutic ~~dose~~concepts ~~escalation,~~relating to allogeneic CAR-T therapies. Roche ismay ~~obligated~~designate up to ~~reimburse~~six ~~all~~heme ~~costs~~malignancy-directed, ~~incurred~~allogeneic ~~for~~CAR-T programs from the ~~program.~~two ~~For~~research ~~each~~programs, ~~Tier~~for 2each ~~Program,~~of which the Company will perform research and development activities ~~either~~ through selection of a development candidate for ~~Investigational~~IND-enabling ~~New~~activities ~~Drug~~(each, ~~Application~~a (“~~IND~~Collaboration Program”)~~-enabling~~. ~~studies~~Upon orits designation of each Collaboration Program, ~~subject~~Roche is obligated to ~~Roche~~pay a designation fee. After the Company’s ~~election~~completion ~~and~~of lead optimization activities for a Collaboration Program, Roche may elect to transition such program to Roche with a payment ofto anthe ~~option~~Company ~~maintenance~~or ~~fee~~terminate it. Alternatively, Roche may elect, for a limited number of Collaboration Programs, to have the Company conduct certain additional development and manufacturing activities through the completion of a Phase 1 dose escalation clinical trial., Inin ~~addition,~~which ~~for~~case ~~each~~Roche ~~Tier~~will 2pay ~~Program~~certain ~~for~~milestones ~~which~~and ~~Roche~~reimburse ~~exercises~~a ~~its~~specified ~~option~~percentage ~~for~~of anthe ~~exclusive~~Company’s ~~license,~~costs ~~Roche~~incurred isin ~~obligated~~connection towith ~~pay~~such andevelopment ~~option~~and ~~exercise~~manufacturing ~~fee~~activities. For each ~~Tier~~Collaboration 1 Program ~~and Tier 2 Program~~, the Company will perform manufacturing activities until the completion of a technology transfer to Roche.

~~The~~In ~~parties~~consideration ~~are~~for ~~conducting~~the anrights ~~initial~~granted ~~two-year research program~~ to ~~explore~~Roche ~~and~~under ~~preclinically~~the ~~test~~Roche aCollaboration ~~specified~~Agreement, ~~number~~the ofCompany ~~agreed-upon~~received ~~next~~an ~~generation~~upfront ~~therapeutic~~payment ~~concepts~~of ~~relating~~$110.0 tomillion. ~~allogeneic~~In ~~CAR-T~~addition, ~~cell~~subject ~~therapies. Subject~~ to Roche’s ~~election~~exercising ~~and~~its ~~payment~~Tier of2 aProgram ~~specified fee~~options, ~~the~~designating ~~parties~~Collaboration ~~would~~Programs, ~~subsequently~~and ~~conduct~~exercising aits ~~second~~option ~~research~~for ~~program of 18 months under which~~ the ~~parties~~Licensed ~~could~~Products ~~extend~~commercial ~~the~~license ~~existing~~and ~~work~~further ~~being~~contingent ~~performed~~on, ~~under~~among ~~the~~other ~~initial term~~things, ~~and/or~~achieving ~~would explore and preclinically test a~~ specified ~~number~~objectives, ofthe ~~additional~~Company ~~agreed-upon~~is ~~next~~eligible ~~generation~~to ~~therapeutic~~receive ~~concepts~~up ~~relating~~ to ~~allogeneic~~(i) ~~CAR-T therapies~~$1.5 ~~Roche~~billion ~~may~~in ~~designate~~aggregate uppayments tofor ~~six~~Tier ~~heme~~1 ~~malignancy-directed,~~Programs ~~allogeneic~~comprised ~~CAR-T~~of ~~programs from the two~~ research ~~programs~~funding, ~~for~~feasibility ~~each~~fees ~~of which the Company will perform research~~ and ~~development~~$1.4 ~~activities~~billion ~~through~~in ~~selection of a~~ development, ~~candidate~~regulatory ~~for~~and ~~IND-enabling~~net ~~activities~~sales ~~(each~~milestones, ~~a “Collaboration Program”~~(ii). ~~Upon its designation of each Collaboration Program, Roche is obligated to pay a designation fee~~$1.1 ~~After~~billion ~~the~~in ~~Company’s~~aggregate ~~completion~~payments ~~of lead optimization activities~~ for aTier ~~Collaboration~~2 ~~Program,~~Programs ~~Roche~~comprised ~~may~~of ~~elect~~option toexercise ~~transition~~and ~~such~~maintenance ~~program~~fees toand ~~Roche~~$1.0 ~~with~~billion ain ~~payment~~development, toregulatory ~~the~~and ~~Company~~net orsales ~~terminate~~milestones, it(iii) $2.9 ~~Alternatively,~~billion ~~Roche~~in ~~may~~aggregate ~~elect,~~payments for athe ~~limited number of~~ Collaboration Programs, tocomprised ~~have~~of ~~the Company conduct~~ certain ~~additional development and manufacturing activities through the completion of a Phase 1 dose escalation clinical trial~~reimbursements, infees ~~which case Roche will pay certain milestones~~ and ~~reimburse~~milestone apayments; ~~specified percentage of the Company’s costs incurred in connection with such development~~ and ~~manufacturing~~(iv) ~~activities~~$415.0 ~~For~~million ~~each~~in ~~Collaboration~~payments ~~Program,~~for the ~~Company~~Licensed ~~will~~Products ~~perform~~comprised ~~manufacturing activities until the completion~~ of acertain ~~technology~~reimbursements, ~~transfer~~fees toand ~~Roche~~milestone payments.

InThe ~~consideration~~Company ~~for~~is ~~the~~further ~~rights~~entitled ~~granted~~ to ~~Roche under the Roche Collaboration Agreement~~receive, ~~the~~on ~~Company~~a ~~received~~product-by-product ~~an upfront payment of $110.0 million. In addition~~basis, ~~subject~~tiered toroyalty ~~Roche~~payments ~~exercising~~in ~~its Tier 2 Program options, designating Collaboration Programs, and exercising its option for~~ the ~~Licensed~~mid-single ~~Products~~to ~~commercial~~low ~~license~~double ~~and~~digits ~~further contingent~~ on, ~~among~~net ~~other~~sales ~~things,~~of ~~achieving~~products ~~specified~~from ~~objectives,~~ the ~~Company~~Tier ~~is eligible to receive up to (i) $~~1.5 ~~billion~~Programs, inoptioned ~~aggregate payments for~~ Tier 12 Programs ~~comprised~~and ofCollaboration ~~research~~Programs ~~funding, feasibility fees~~ and ~~$1.4~~in ~~billion~~the inlow ~~development,~~to ~~regulatory~~mid-single ~~and~~digits ~~net~~for ~~sales~~Licensed ~~milestones~~Products, ~~(ii) $1.1 billion~~ in ~~aggregate~~each ~~payments~~case, ~~for~~subject ~~Tier~~to 2certain ~~Programs~~customary ~~comprised~~reductions ~~of option exercise~~ and ~~maintenance~~offsets. ~~fees~~Royalties ~~and~~will ~~$1.0~~be ~~billion~~payable, inon ~~development,~~a ~~regulatory~~product-by-product and ~~net~~country-by-country ~~sales milestones~~basis, ~~(iii)~~until ~~$2.9~~the ~~billion~~latest inof ~~aggregate payments for~~ the ~~Collaboration~~expiration ~~Programs comprised~~ of ~~certain~~the ~~reimbursements,~~licensed ~~fees~~patents ~~and~~covering ~~milestone~~such ~~payments;~~product ~~and~~in ~~(iv)~~such ~~$415.0~~country ~~million~~or inten ~~payments~~years ~~for~~from ~~the~~first ~~Licensed~~commercial ~~Products~~sale ~~comprised~~ of ~~certain~~such ~~reimbursements,~~product ~~fees~~in ~~and~~such ~~milestone payments~~country.

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The ~~Company~~Roche isCollaboration ~~further~~Agreement ~~entitled~~will tocontinue ~~receive,~~in effect on a product-by-product ~~basis,~~and ~~tiered royalty payments in the mid~~country-~~single~~ to-country ~~low~~basis ~~double~~until ~~digits~~there onis ~~net~~no ~~sales~~remaining ofroyalty ~~products~~or ~~from~~other ~~the~~payment ~~Tier~~obligations. 1The ~~Programs,~~Roche ~~optioned Tier 2 Programs and~~ Collaboration ~~Programs~~Agreement ~~and~~includes instandard ~~the~~termination ~~low~~provisions, toincluding ~~mid-single digits~~ for ~~Licensed~~material ~~Products,~~breach inor ~~each~~insolvency ~~case,~~and ~~subject~~for toRoche’s ~~certain~~convenience. ~~customary~~Certain ~~reductions~~of ~~and~~these ~~offsets.~~termination ~~Royalties~~rights ~~will~~can be ~~payable,~~exercised onwith arespect ~~product-by-product~~to ~~and~~a ~~country-by-country~~particular ~~basis, until the latest of the expiration of the licensed patents covering such~~ product ~~in such country~~ or ~~ten~~license, ~~years~~as ~~from~~well ~~first~~as ~~commercial~~with ~~sale~~respect ofto ~~such~~the ~~product~~entire inRoche ~~such~~Collaboration ~~country~~Agreement.

~~The~~Effective November 7, 2023, the Roche Collaboration Agreement ~~will~~was ~~continue~~amended into, ~~effect~~among onother athings: ~~product~~(i) reallocate certain existing manufacturing-related fees payable to the Company by~~-product~~ ~~and~~Roche ~~country-~~to~~-country~~ ~~basis~~add ~~until~~new ~~there~~manufacturing isprocess nodevelopment ~~remaining~~and ~~royalty~~implementation ortransfer ~~other~~fees ~~payment~~for ~~obligations.~~each ~~The~~of ~~Roche~~our ~~Collaboration~~existing ~~Agreement~~Tier ~~includes~~1 ~~standard~~Programs; ~~termination~~and ~~provisions,~~(ii) ~~including~~reallocate ~~for~~amounts ~~material~~in ~~breach~~certain ordevelopment ~~insolvency~~milestone ~~and~~payments ~~for~~payable to us by Roche’s ~~convenience~~at market rates for each Tier 1 Program. ~~Certain~~The ofamendment ~~these~~also ~~termination~~provided ~~rights~~for ~~can~~the beability ~~exercised~~for ~~with~~the ~~respect~~existing totwo-year aresearch ~~particular~~program ~~product~~to orbe ~~license,~~extended asfor ~~well~~an asadditional ~~with~~18 ~~respect~~months towith the ~~entire~~payment ~~Roche~~of ~~Collaboration~~a ~~Agreement~~$15.0 million milestone.

Effective ~~November~~August 714, ~~2023~~2024, the Roche Collaboration Agreement was amended to, ~~among~~include ~~other~~additional ~~things:~~activities ~~(i) reallocate certain existing manufacturing-related fees payable~~ to usbe conducted by ~~Roche~~the toCompany. ~~add~~The ~~new~~additional ~~manufacturing~~activities ~~process~~will ~~development~~be ~~and~~funded ~~implementation~~by ~~transfer~~Roche ~~fees~~with ~~for~~an ~~each~~initial ofscope ~~our~~that ~~existing~~covers ~~Tier~~expanded ~~1 Programs; and (ii) reallocate amounts in certain development milestone payments payable to us by Roche for each~~ Tier 1 Program activities. ~~The~~In ~~amendment~~addition, ~~also provided for~~ the ~~ability~~consideration ~~for~~of ~~the~~certain ~~existing~~of ~~two-year research program to be extended for an additional 18 months with~~ the ~~payment~~Company’s ofexisting ~~a $15.0 million milestone. All~~ performance obligations ~~and~~related ~~payment~~to ~~terms under~~ the ~~Roche~~Tier ~~Collaboration~~1 ~~Agreement~~Programs ~~otherwise~~were ~~remained unchanged~~modified.

Revenue Recognition

At contract inception, the Company has identified six performance obligations under the Roche Collaboration Agreement: (i) licenses associated with the Tier 1 Programs, (ii) research and development efforts for the Tier 1 Programs, (iii) clinical drug supply for the Tier 1 Programs, (iv) manufacturing process development program for the Tier 1 Programs, (v) research and development efforts for the Tier 2 Programs, and (vi) research and development efforts for the Collaboration Programs. The Company concluded that Roche’s options within the Roche Collaboration Agreement do not represent material rights and are not considered performance obligations as they do not contain a significant and incremental discount. The licenses associated with the Tier 1 Programs were delivered at the beginning of the agreement term and deemed capable of being distinct as the Company concluded that Roche has the knowledge and capabilities to continue development work and fully utilize the licenses without the Company’s involvement.

In order to determine the transaction price, the Company evaluated all the payments to be received during the term of the Roche Collaboration Agreement. Certain milestones and additional fees were considered variable consideration, which were not included in the initial transaction price based on the most likely amount method. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that the transaction price at the inception of the Roche Collaboration Agreement was $185.0 million, which consists of the upfront payment of $110.0 million, future research funding for the Tier 1 Programs of $40.0 million and a $35.0 million milestone achieved in September 2022 for the Tier 1 Programs. ~~The~~In addition, the Company achieved incremental developmental milestones ofaggregating to $3065.0 million inthrough ~~the~~September ~~fourth~~30, ~~quarter~~2024, of ~~2023~~which, ~~and~~ $1520.0 million was achieved in the ~~second~~third quarter of 2024. In accordance with ASC 606, the Company determined that the achieved ~~milestone~~milestones represented an increase in the initial transaction price ~~for its manufacturing process development program for the Tier 1 Programs~~ in the form of the receipt of variable consideration that was previously constrained. The Company recognized revenue associated with ~~the~~these ~~milestone~~milestones in an amount equal to the proportional percentage of the actual costs incurred under the ~~manufacturing~~related ~~process~~program ~~development programs~~ since its inception as a percentage of the total costs expected to be incurred over the expected term of ~~conduct of~~ the ~~manufacturing process development~~ program. The remaining unrecognized revenue associated with ~~the~~these ~~milestone~~milestones is included within deferred revenue and is being recognized as revenue over the expected term of ~~conduct of~~ the ~~manufacturing~~related ~~process development~~ program. All other future potential milestone payments were excluded from the estimated total transaction price as they were considered constrained until the underlying event is attained. The Company also earns variable consideration attributed to development cost reimbursement associated with some of the Company’s research and development efforts. Variable consideration related to development cost reimbursement increases the transaction price for the associated performance obligations and is recognized as the underlying services are provided.

The performance obligation associated with the licenses for the Tier 1 Programs was satisfied as of the effective date of the Roche Collaboration Agreement. All other performance obligations will be recognized on a proportional basis as the underlying services are provided based on actual costs incurred as a percentage of total estimated costs. The Company determined that the cost-based input method most faithfully depicts the pattern in which these performance obligations are satisfied. Any cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. This approach requires the Company to use significant judgment and make estimates of future expenditures. If the Company’s estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue that it recognizes in the current and future periods. In connection with the August 14, 2024 amendment to the Roche Collaboration Agreement, the Company adjusted the transaction price based on estimated variable consideration of the performance obligations to account for a change in pricing associated with one component of the Tier 1 Program activities. This resulted in an increase in proportional cumulative performance of the underlying performance obligation and recognition of an additional $15.2 million in revenue in the third quarter of 2024.

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Astellas

Terms of the Agreement

In April 2024, the Company and Xyphos Biosciences, Inc. (“Xyphos”), a wholly-owned subsidiary of Astellas Pharma Inc., entered into a collaboration and license agreement (the “Astellas Collaboration Agreement”), pursuant to which the Company granted to Xyphos (i) an exclusive license under certain Company intellectual property to conduct activities under two research plans, to create one Company-developed CAR-T construct to form the basis of two convertibleCAR® product candidates targeting solid tumors, which will be generated by using both parties’ platform technology (each a “Research Product”), where each Research Product will bind to a human tumor-associated antigen, and may also bind to a human antigen associated with a tumor microenvironment, (ii) an exclusive license under certain Company intellectual property after certain conditions are satisfied to develop, and commercialize up to two Research Products that have been designated as licensed products following receipt of the applicable IND-enabling data package, and (iii) after certain conditions are satisfied, an exclusive license under certain Company intellectual property to manufacture the products once manufacturing technology transfer has been completed.

For each research plan, the Company will perform research and development activities through the generation of an IND-enabling data package and Xyphos is obligated to fully reimburse the Company for full-time equivalent costs and expenses incurred by the Company in its performance of certain activities, up to an agreed annual cap. Xyphos may request that the Company transfer the manufacturing process for a product to Xyphos, or that, subject to the payment of a fee, the Company manufacture the Allo-T Cells forming part of such product for use in the first Phase 1 trial of such product.

In consideration for the rights granted to Xyphos under the Astellas Collaboration Agreement, the Company received an upfront payment of $50.0 million, $6.0 million of which was advanced for the Company’s costs and expenses for its research and development activities. In addition, the Company could also receive up to $550.0 million in potential development and sales milestone payments and contingency payments. The Company is further entitled to receive, on a product-by-product basis, tiered royalty payments up to the low teens as a percentage of net sales of licensed products. Royalties will be payable, on a product-by-product basis, during the period commencing on the first commercial sale of a product in a country until the latest of (a) the expiration of the licensed patents covering such product in such country, (b) the expiration of regulatory exclusivity for such product in such country and (c) a certain period of time following such first commercial sale of such product in such country.

The Astellas Collaboration Agreement will continue in effect on a product-by-product basis until there are no remaining royalty or other payment obligations for each such product. The Astellas Collaboration Agreement includes standard termination provisions, including for material breach or insolvency and for Xyphos’s convenience. Certain of these termination rights can be exercised with respect to a particular country, licensed product, or research program, as well as with respect to the entire Astellas Collaboration Agreement.

Revenue Recognition

At contract inception, the Company has identified six distinct performance obligations under the Astellas Collaboration Agreement: (i) a material right for the option to obtain a commercial license for the first product candidate, (ii) a material right for the option to obtain a commercial license for the second product candidate, (iii) research and development efforts for the first product candidate, (iv) research and development efforts for the second product candidate, (v) process development and other target agnostic activities to support production of cell manufacturing, and (vi) manufacturing of both product candidates during the research term.

In order to determine the transaction price, the Company evaluated all the payments to be received during the term of the Astellas Collaboration Agreement. The development and sales milestone payments and certain payments were considered variable consideration and were not included in the initial transaction price based on the most likely amount method. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that the transaction price at the inception of the Astellas Collaboration Agreement was $63.8 million, which consists of the upfront payment of $50.0 million, which includes the $6.0 million advanced for the Company's costs and expenses for its research and development activities, as well as estimated incremental research and development costs over the duration of the research term of $13.8 million to be reimbursed by Astellas. As a practical alternative to estimating the standalone selling price when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocated the total amount of variable consideration expected to be received from the customer to the total goods or services expected to be provided to the customer.

In assessing whether the options under the Astellas Collaboration Agreement represent material rights, the Company considered if there was additional consideration the Company would be entitled to upon the option exercise and the standalone selling price of the underlying goods and services. For the material rights identified as performance obligations above, the Company concluded that each

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of the options to obtain commercial licenses provided Astellas with a discount that it otherwise would not have received without entering into the Astellas Collaboration Agreement.

The material rights for the commercial licenses will be recognized upon the first to occur: once the licenses are exercised or once the rights expire, which is estimated to occur at the end of the research term. The remaining performance obligations will be recognized on a proportionate basis as the underlying services are provided based on actual costs incurred as a percentage of total estimated costs. The Company determined that the cost-based input method for these performance obligations most faithfully depicts the pattern in which these performance obligations are satisfied. Any cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. This approach requires the Company to use significant judgment and make estimates of future expenditures. If the Company’s estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue that it recognizes in the current and future periods.

Takeda

In October 2021, the Company entered into a collaboration and license agreement (the “Takeda Collaboration Agreement”) with Takeda Pharmaceuticals USA, Inc. (“Takeda”), pursuant to which the Company granted to Takeda a worldwide exclusive license under the Company’s certain platform technologies including ~~piggyBac~~transposon-based, Cas-CLOVER, biodegradable DNA and RNA nanoparticle delivery technology and other proprietary genetic engineering platforms to research, develop, manufacture and commercialize gene therapy products for certain indications. Under the Takeda Collaboration Agreement, the Company received an upfront payment of $45.0 million and R&D reimbursement payments during the term of the agreement.

On May 31, 2023, the Company received written notice from Takeda of its election to terminate the Takeda Collaboration Agreement, effective July 30, 2023 (the “Termination Date”). Until the Termination Date, the parties performed their respective obligations under the Collaboration Agreement and upon the Termination Date, the Company’s exclusivity obligations under the Collaboration Agreement terminated. In addition, the licenses granted to Takeda by the Company, and the licenses granted to the Company by Takeda to perform research activities under the Collaboration Agreement terminated.

Deferred Revenue Reconciliation

While the Company’s entry into the Astellas Strategic Rights Letter was a strategic investment, for purposes of recognizing the remaining amount, it has been determined to be revenue, and as such, reference to remaining deferred revenue for these agreements is included in the following table. There were no contract assets as of ~~June~~September 30, 2024 related to the Roche Collaboration Agreement, Takeda Collaboration Agreement, Astellas Strategic Rights Letter, or Astellas Collaboration Agreement. A contract asset of $30.0 million for the Roche Collaboration Agreement was netted against deferred revenue for the year ended December 31, 2023. There were no contract assets as of December 31, 2023 related to the Takeda Collaboration Agreement or Astellas Strategic Rights Letter.

A reconciliation of the closing balance of deferred revenue related to the agreements is as follows (in thousands):

	Roche Collaboration Agreement			Takeda Collaboration Agreement			Astellas Strategic Rights Letter			Astellas Collaboration Agreement			Total
Balance as of December 31, 2022	$	31,749		$	9,307		$	—		$	—		$	41,056
Amounts received/invoiced		30,741			5,111			35,583			—			71,435
Revenue recognized		(50,285	)		(14,418	)		—			—			(64,703	)
Balance as of December 31, 2023	$	12,205		$	—		$	35,583		$	—		$	47,788
Amounts received/invoiced		74113,~~540~~750			—			—			50,000			~~124~~163,~~540~~750
Revenue recognized		(42100,~~198~~975	)		—			(1123,~~861~~722	)		(561,166	)		(54125,~~115~~863	)
Balance as of June 30, 2024	$	44,547		$	—		$	23,722		$	49,944		$	118,213
Balance as of September 30, 2024	$	24,980		$	—		$	11,861		$	48,834		$	85,675

Note 8. California Institute of Regenerative Medicine Award

The Company has been awarded funding from the California Institute of Regenerative Medicine (“CIRM”) to develop certain internal programs. Under the terms of the funding, both CIRM and the Company have co-funded specified programs, under which funding is provided in developmental milestones determined as a part of the award. The Company is obligated to share potential future revenues for the related programs with CIRM. The percentage of revenues due to CIRM in the future is dependent on the amount of ~~the award received and whether revenue is generated from product sales or through license fees. The maximum revenue sharing~~

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the award received and whether revenue is generated from product sales or through license fees. The maximum revenue sharing amount the Company may be required to pay to CIRM is equal to nine times the total amount awarded and paid to the Company. As an alternative to revenue sharing, the Company has the option to convert any award to a loan, which such option the Company must exercise on or before ten business days after the U.S. Food and Drug Administration (“FDA”) notifies the Company that it has accepted the Company’s application for marketing authorization. In the event the Company exercises its right to convert any award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts due to CIRM vary dependent on when the award is converted to a loan, ranging from 60% of the award granted to the full amount received plus interest at the rate of the three-month LIBOR rate plus 10% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company accounts for this award as a liability as the Company’s intention is to convert the award into a loan. Given the uncertainty in amounts due upon repayment, the Company has recorded amounts received without any discount or interest recorded, upon determination of amounts that would become due, the Company will adjust accordingly.

In September 2018, the Company was granted an award in the amount of $4.0 million from CIRM to support the Company’s preclinical studies for its P-PSMA-101 program. The Company received the full amount of the award based on achievement of specific developmental milestones. In the third quarter of 2023, the Company decided not to pursue additional clinical or other development activities of the P-PSMA-101 program, which resulted in write off of the amount previously included in the deferred CIRM grant liability as the Company no longer intends to repay the award and which amount is included in other income in the accompanying consolidated statement of operations and comprehensive loss.

Note 9. Term Debt

In 2017, the Company entered into a loan and security agreement with Oxford Finance LLC (“Oxford”), which was subsequently amended (“Amended Loan Agreement”), pursuant to which the Company borrowed a total amount of $30.0 million.

In February 2022, the Company entered into a new Loan and Security Agreement (“2022 Loan Agreement”) with Oxford. Pursuant to the terms of the 2022 Loan Agreement, the Company borrowed $60.0 million in term loans (the “Term Loans”), of which $31.6 million was used to repay the balance outstanding under the Amended Loan Agreement, including $0.2 million of accrued interest. Under the 2022 Loan Agreement the initial interest-only period was through April 1, 2025, followed by 23 equal monthly payments of principal and applicable interest. In September 2022, a qualifying equity event, as defined in the 2022 Loan Agreement, was achieved which extended the interest-only period through April 1, 2026, followed by 11 equal monthly payments of principal and applicable interest. As a result, all amounts outstanding under the 2022 Loan Agreement will mature on February 1, 2027 (the “Maturity Date”). In connection with the repayment of the balance outstanding under the Amended Loan Agreement, the Company incurred amendment and final payment fees of $1.5 million previously due on the earlier of (i) the maturity date, (ii) acceleration of any Amended Loan Agreement loans, or (iii) the prepayment of any Amended Loan Agreement loans.

The Company accounted for this amendment as debt modification in accordance with ASC Topic 470, Debt because the modification was not considered substantial.

The balance outstanding under the 2022 Loan Agreement initially bore interest at a floating per annum rate equal to 7.83% plus the greater of (a) the 30-day U.S. Dollar (USD) LIBOR rate and (b) 0.11%. The 2022 Loan Agreement included a provision addressing replacement of LIBOR with an alternate benchmark rate, when LIBOR was phased out in June 2023. Effective July 1, 2023, the balance outstanding under the 2022 Loan Agreement bears interest at a floating per annum rate equal to the greater of (a) 7.94% and (b) the sum of (i) the 1-Month CME Term Secured Overnight Financing Rate (“SOFR”) on the last business day of the month that immediately precedes the month in which the interest will accrue, (ii) 0.10% and (iii) 7.83%. The interest rate applicable to the Term Loans as of ~~June~~September 30, 2024 was 13.2613% per annum. The Company is required to make a final payment fee of 7.5% of the principal balance outstanding, payable on the earlier of (i) the Maturity Date, (ii) acceleration of any Term Loan, or (iii) the prepayment of the Term Loan. As of ~~June~~September 30, 2024, there was $60.0 million of the principal balance outstanding under the Term Loans. In connection with the Amended Loan Agreement, the Company previously incurred debt issuance costs of $1.5 million, which have been recorded as a debt discount and are being accreted to interest expense over the term of the Term Loans. Interest on the Term Loans, consisting of the stated interest rate, final payment fee and amortization of the discount, is being recognized under the effective interest method using a rate of 14.7561%. As of ~~June~~September 30, 2024, the balance of the unamortized debt discount was $1.21 million. The balance of the accrued final payment fee was $23.80 million as of ~~June~~September 30, 2024 and is presented within other long-term liabilities in the accompanying condensed consolidated balance sheet.

The Company has an option to repay the outstanding debt under the 2022 Loan Agreement at any time in increments of $5.0 million, with no prepayment penalty.

The Company may use the proceeds from the Term Loans solely for its working capital requirements and to fund its general business operations. The Company’s obligations under the 2022 Loan Agreement are secured by a first priority security interest in ~~substantially all of its current and future assets, other than its intellectual property. In addition, the Company has also agreed not to~~

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substantially all of its current and future assets, other than its intellectual property. In addition, the Company has also agreed not to encumber its intellectual property assets, except as permitted by the 2022 Loan Agreement. While any amounts are outstanding under the 2022 Loan Agreement, the Company is subject to a number of affirmative and restrictive covenants, including covenants regarding dispositions of property, business combinations or acquisitions, among other customary covenants. The Company is also restricted from declaring dividends or making other distributions or payments on its capital stock in excess of $0.3 million per calendar year, subject to limited exceptions. As of ~~June~~September 30, 2024, the Company was in compliance with all covenants under the 2022 Loan Agreement.

Note 10. Stockholders’ Equity

Authorized Shares

In connection with the completion of the Company’s initial public offering in July 2020, the Company amended its certificate of incorporation to authorize 250,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time by the Company’s board of directors in one or more series. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors. Since the Company’s inception, there have been no dividends declared.

Warrants

Pursuant to the Amended Loan Agreement, the Company issued Oxford (i) in 2017, a warrant to purchase 93,518 shares of common stock at an exercise price of $4.28 per share, which will expire in 2027 unless earlier exercised and (ii) in 2018 and 2019, warrants to purchase an aggregate of 27,604 shares of common stock at an exercise price of $7.25 per share, which will expire in 2028 and 2029, respectively, unless earlier exercised.

Sale of Common Stock

On August 4, 2023, the Company entered into the Securities Purchase Agreement with Astellas, pursuant to which the Company agreed to issue and sell to Astellas in the Private Placement an aggregate of 8,333,333 shares of common stock at a purchase price of $3.00 per Share, for aggregate gross proceeds of $25.0 million. The Private Placement closed on August 7, 2023. The Company recorded the issuance of common stock at its estimated fair value on the date of issuance of $14.4 million, which reflects a DLOM of the shares. The DLOM was applied due to the inability to trade the shares until they are registered. The issuance of the equity shares was recorded upon the delivery of the underlying shares, with the associated fair value recorded within equity on the Company’s condensed consolidated balance sheets.

At the Market Facility

In August 2021, the Company entered into a Controlled Equity OfferingSM Sales Agreement, which was amended and restated in August 2024 (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) to sell shares of common stock, from time to time, through an “at the market offering” program having an aggregate offering price of up to $85.0 million through which Cantor would act as sales agent. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company did not issue any shares of common stock under the “at the market offering” program. During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company issued and sold an aggregate of 119,000 shares of common stock under the “at the market offering” program at a weighted average price of $8.04 per share for net proceeds of approximately $0.9 million.

Note 11. Stock-Based Compensation

In July 2020, the Company’s board of directors and stockholders approved and adopted the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). Under the 2020 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash-based awards to individuals who are current employees, officers, directors or consultants of the Company. A total of 11,183,476 shares of common stock were approved to be initially reserved for issuance under the 2020 Plan. The number of shares that remained available for issuance under the Company’s previous equity incentive plan as of the effective date of the 2020 Plan and shares subject to outstanding awards under the Company’s previous equity incentive plan as of the effective date of the 2020 Plan that are subsequently canceled, forfeited or repurchased by the Company are added to the shares reserved under the 2020 Plan. The number of shares of common stock available for issuance under the 2020 Plan is automatically increased on the first day of each calendar year during the ten-year term of the 2020 Plan, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors.

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In February 2022, the Company’s board of directors approved and adopted the 2022 Inducement Plan (the “Inducement Plan”). Under the Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other awards to individuals not previously employees or non-employee directors of the Company, as an inducement toward entering into employment with the Company. Under the Inducement Plan approved in February 2022, the maximum number of shares of common stock initially approved to be issued was 2,000,000 shares. In December 2023, the Compensation Committee of the Company’s board of directors approved an amendment to the Inducement Plan which increased the pool to a maximum of 3,517,105 shares.

Stock Options

The following is a summary of the Company’s stock option activity for the ~~six~~nine months ended ~~June~~September 30, 2024:

	Shares			WeightedAverageExercisePrice		WeightedAverageRemainingContractualTerm(Years)		AggregateIntrinsicValue(thousands)
Balance at January 1, 2024		14,909,912		$	6.84
Granted		3,~~720~~910,~~292~~132			3.8480
Exercised		(1239,~~823~~476	)		2.4974
Forfeited/Cancelled		(~~695~~1,~~931~~259,350	)		45.9446
Balance at June 30, 2024		17,921,450		$	6.30		7.53	$	823
Balance at September 30, 2024		17,521,218		$	6.27		7.12	$	696
Options vested and expected to vest as of June 30, 2024		17,921,450		$	6.30		7.53	$	823
Options vested and expected to vest as of September 30, 2024		17,521,218		$	6.27		7.12	$	696
Options vested and exercisable as of June 30, 2024		9,611,809		$	7.69		6.48	$	551
Options vested and exercisable as of September 30, 2024		10,312,322		$	7.55		6.08	$	500

The weighted-average grant date fair value of options granted during the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 was $2.7875 and $3.4442, respectively. The aggregate intrinsic value of options exercised was $1335 thousand and $220.1 ~~thousand~~million during each of the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively, determined as of the date of exercise. The Company received $~~32 thousand and $~~0.1 million in cash from options exercised during each of the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023~~, respectively~~.

As of ~~June~~September 30, 2024, total unrecognized compensation cost related to stock options was $2320.01 million, and the weighted-average period over which this cost is expected to be recognized was approximately 2.65 years.

The fair value of options granted is estimated at the date of grant using the Black-Scholes option pricing model. Forfeitures are accounted for as incurred as a reversal of any share-based compensation expense related to options that will not vest. The assumptions that the Company used to determine the fair value of options granted to employees, non-employees and directors were as follows:

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2024	2023
Risk-free interest rate	4.0%	4.0%
Expected volatility	80.58%	82.6%
Expected term (years)	5.7	6.0
Dividend yield	—	—

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Restricted Stock Units

The following is a summary of the Company’s restricted stock unit (“RSU”) activity for the ~~six~~nine months ended ~~June~~September 30, 2024:

	Shares			WeightedAverageGrant DateFair Value
Balance at January 1, 2024		4,555,099		$	4.35
Granted		2,~~674~~808,~~001~~838			3.5451
Vested		(1,~~272~~318,~~842~~974	)		4.3630
Forfeited/Cancelled		(~~428~~471,~~852~~434	)		4.1211
Balance at June 30, 2024		5,527,406		$	3.98
Balance at September 30, 2024		5,573,529		$	3.96

RSU awards are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. The RSUs granted to employees and non-employee directors vest up to four years from the grant date. The grant-date fair value is recognized as compensation expense over the vesting period. As of ~~June~~September 30, 2024, total unrecognized compensation cost related to RSUs was $1816.28 million, and the weighted-average period over which this cost is expected to be recognized was approximately 32.07 years.

2020 Employee Stock Purchase Plan

In July 2020, the Company’s board of directors and stockholders approved and adopted the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective as of the pricing of the Company’s initial public offering. A total of 615,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP is automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to the lessor of (i) 1% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year, (ii) 1,230,000 shares of common stock or (iii) such lesser amount as determined by the Company’s board of directors. Under the 2020 ESPP, substantially all employees can elect to have up to 15% of their annual compensation withheld to purchase up to 3,000 shares of common stock per purchase period, subject to certain limitations. The shares of common stock can be purchased over an offering period of six months and at a price of 85% of the fair market value per share of common stock on the first trading day of the applicable offering period or on the exercise date of the applicable offering period, whichever is less. Under applicable accounting guidance, the 2020 ESPP is classified as a compensatory plan. During the ~~six~~nine months ended ~~June~~September 30, 2024, a total of ~~310~~568,~~054~~023 shares were purchased by the Company’s employees under the 2020 ESPP resulting in net proceeds of $01.52 million.

The Company uses the Black-Scholes pricing model to estimate the fair value of the purchase rights issued under the ESPP on each offering date. The assumptions that the Company used to determine the fair value of the purchase rights issued to employees were as follows:

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2024	2023
Risk-free interest rate	5.4.9%	5.03%
Expected volatility	9591.30%	7387.21%
Expected term (years)	0.5	0.5
Dividend yield	—	—

The Company recorded total stock-based compensation expense related to stock options, RSUs and the ESPP in the following expense categories of the accompanying condensed consolidated statements of operations and comprehensive income (loss) (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2024

2023

2024

2023

Research and development

3,~~161~~160

3,~~412~~097

69,~~168~~327

69,~~161~~258

General and administrative

41,~~468~~799

2,~~062~~020

68,~~844~~644

68,~~793~~813

Total stock-based compensation expense

74,~~629~~959

5,~~474~~117

1317,~~012~~971

1218,~~954~~071

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Note 12. Commitments and Contingencies

Operating Leases

As of ~~June~~September 30, 2024, the Company had operating leases consisting of approximately 110,000 square feet of manufacturing, laboratory and office space in San Diego, California, including 87,000 square feet under a lease that expires on December 31, 2029, which contains a clinical manufacturing facility adjacent to office and laboratory space. The lease agreements include two options to extend the term for a period of 5 years each.

In October 2021, the Company entered into a sublease agreement for a facility in San Diego, California consisting of approximately 23,000 square feet to be used for research and administrative activities. The lease term commenced in March 2022 and will expire on December 31, 2025.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the Company recognized $24.93 million ofand ~~operating~~$4.4 ~~lease~~million, ~~expense~~respectively, ~~for each~~ of ~~the~~operating ~~periods~~lease expense. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company paid $34.16 million for its operating leases. As of ~~June~~September 30, 2024, the weighted-average remaining lease term and weighted-average discount rate for operating leases were 5.20 years and 8.9%, respectively.

As of ~~June~~September 30, 2024, maturities of lease liabilities were as follows (in thousands):

Year ending December 31,
2024 (remaining six months)	$	3,121
2024 (remaining three months)	$	1,564
2025		6,374
2026		5,107
2027		5,260
2028		5,418
Thereafter		5,581
Total future lease payments		3029,~~861~~304
Imputed interest		(65,~~004~~485	)
Total lease liability balance		2423,~~857~~819
Less current portion of lease liability		6,~~039~~085
Lease liability, net of current portion	$	1817,~~818~~734

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising from breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and certain of its executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.

Legal Contingencies

In the ordinary course of business, the Company may face claims brought by third parties against the Company. The Company believes that there are currently no lawsuits, threats of litigation, or asserted or unasserted claims pending that could, individually or in the aggregate, have a material adverse effect on the Company’s results of operations or financial condition.

Note 13. Net Income (Loss) Per Share

Basic net ~~loss~~income (~~income~~loss) per share is computed by dividing net ~~loss~~income (~~income~~loss) attributable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net ~~loss~~income (~~income~~loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options and from purchases under the ESPP, as well as from the possible exercise of the outstanding warrants.

The Company’s potentially dilutive securities, which include warrants to purchase common stock, common stock options, restricted stock units and common stock from the ESPP, have been excluded from the computation of diluted net loss per share as the 22

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~~Table~~The Company’s potentially dilutive securities, which include warrants to purchase common stock, common stock options, restricted stock units and common stock from the ESPP, have been excluded from the computation of ~~Contents~~diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net income (loss) per share attributable to common stockholders is the same.

~~effect~~The ~~would~~following betable tosets ~~reduce~~forth the ~~net~~computation ~~loss per share. Therefore, the weighted-average number~~ of ~~shares of common stock outstanding used to calculate both~~ basic and diluted net income (loss) per share ~~attributable~~(in tothousands, ~~common~~except ~~stockholders~~share isand ~~the~~per ~~same.~~share data):

The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Numerator:
Net income (loss)	$	20,235	$	(31,778	)	$	(35,410	)	$	(98,081	)
Net income (loss) attributable to common stockholders	$	20,235	$	(31,778	)	$	(35,410	)	$	(98,081	)
Denominator:
Denominator for basic net income (loss) per share - weighted-average common stock outstanding		97,160,467		91,898,347			96,716,649			88,321,943
Effect of dilutive securities:
Common stock options		194,627		—			—			—
RSUs		847,279		—			—			—
ESPP shares		17,574		—			—			—
Denominator for diluted net income (loss) per share - adjusted weighted-average common stock outstanding		98,219,947		91,898,347			96,716,649			88,321,943
Basic net income (loss) per share	$	0.21	$	(0.35	)	$	(0.37	)	$	(1.11	)
Diluted net income (loss) per share	$	0.21	$	(0.35	)	$	(0.37	)	$	(1.11	)

	Six Months Ended June 30,
	2024		2023
Outstanding stock options and RSUs		23,448,856		20,413,534
Warrants to purchase common stock		121,122		121,122
ESPP Shares		183,457		190,132
		23,753,435		20,724,788


	Nine Months Ended September 30,
	2024		2023
Outstanding stock options and RSUs		23,094,747		19,837,783
Warrants to purchase common stock		121,122		121,122
ESPP Shares		32,883		3,583
		23,248,752		19,962,488

~~Table~~Note of14. ~~Contents~~Income Taxes

~~Item~~The 2Company follows guidance under ASC Topic 740-270 Income Taxes, which requires that an estimated annual effective tax rate is applied to year-to-date ordinary income (loss). ~~Management’s~~ ~~Discussion~~At ~~and~~the ~~Analysis~~end of ~~Financial~~each ~~Condition~~interim ~~and~~period, ~~Results~~the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The tax effect of ~~Operations~~discrete items is recorded in the quarter in which the discrete events occur.

The ~~following~~Company ~~discussion~~recorded ~~and~~income ~~analysis~~tax ofexpense ~~our financial condition and results~~ of ~~operations~~$43 ~~should~~thousand befor ~~read~~the inthree ~~conjunction~~and ~~with~~nine ~~our~~months ~~unaudited~~ended ~~condensed~~September ~~consolidated~~30, ~~financial~~2024, ~~statements~~yielding ~~and~~an ~~related~~effective ~~notes~~tax ~~appearing~~rate ~~elsewhere~~of in0.2% ~~this Quarterly Report on Form 10-Q~~ and ~~our~~(0.1)% ~~audited~~for ~~consolidated~~the ~~financial~~three ~~statements~~ and ~~the~~nine ~~related~~months ~~notes thereto included in our Annual Report on Form 10-K for the year~~ ended ~~December~~September 3130, ~~2023~~2024, orrespectively. ~~2023~~These ~~Annual~~rates ~~Report,~~differed asfrom ~~filed with~~ the ~~Securities~~federal ~~and~~tax ~~Exchange~~rate ~~Commission, or SEC. Operating results are not necessarily indicative~~ of ~~results~~21% ~~that~~primarily ~~may~~due ~~occur~~to inthe ~~future~~Company’s ~~periods.~~inability ~~This discussion, particularly information with respect~~ to ~~our~~benefit ~~future~~from ~~results~~its ~~of operations or~~ financial ~~condition,~~reporting ~~business~~loss ~~strategy and plans and objectives of management~~ for ~~future~~income ~~operations~~tax purposes, ~~includes~~as ~~forward-looking~~well ~~statements that involve risks and uncertainties~~ as ~~described under~~ the ~~heading~~limitation ~~“Special Note Regarding Forward-Looking Statements” in this Quarterly Report~~ on ~~Form 10-Q. You should review~~ the ~~disclosure~~Company’s ~~under~~use ~~the~~of ~~heading~~previously ~~“Risk~~unbenefited ~~Factors”~~tax inlosses ~~this~~and ~~Quarterly~~credits ~~Report~~carried onforward ~~Form~~from ~~10-Q~~prior ~~for~~years ato ~~discussion~~fully ofoffset ~~important~~current ~~factors~~year ~~that~~taxable ~~could~~income ~~cause~~resulting ~~our~~from ~~actual~~the ~~results~~requirement to ~~differ~~capitalize ~~materially~~research ~~from~~and ~~those~~development ~~anticipated~~costs infor ~~these~~federal ~~forward-looking~~income ~~statements~~tax purposes.

~~Overview~~23

WeTable ~~are a clinical-stage cell therapy and genetic medicines company advancing a new class~~ of treatments for patients with cancer and rare diseases. Since our inception, our operations have focused on organizing and staffing our company, business planning, raising capital, in-licensing, developing and acquiring intellectual property rights and establishing and protecting our intellectual property portfolio, developing our genetic engineering technologies, identifying potential product candidates and undertaking research and development and manufacturing activities, including preclinical studies and clinical trials of our product candidates, and engaging in strategic transactions. We do not have any product candidates approved for sale and have not generated any revenue from product sales.Contents

WeItem ~~have~~2. Management’s ~~discovered~~Discussion and ~~are~~Analysis ~~developing a broad portfolio~~ of ~~product~~Financial ~~candidates~~Condition ~~in a variety of indications based on our core proprietary platforms, including our non-viral piggyBac DNA Delivery System, Cas-CLOVER Site-specific Gene Editing System~~ and ~~nanoparticle-based~~Results ~~gene delivery technologies. Our core platform technologies have utility, either alone or in combination, across many cell and gene therapeutic modalities and enable us to engineer our portfolio~~ of ~~product candidates that are designed to overcome the primary limitations of current generation cell and gene therapeutics~~Operations.

~~Within~~The ~~cell~~following ~~therapy,~~discussion weand ~~believe~~analysis of our ~~technologies~~financial ~~allow~~condition usand toresults ~~create~~of ~~product~~operations ~~candidates~~should be read in conjunction with ~~engineered~~our ~~cells~~unaudited ~~that~~condensed ~~engraft~~consolidated financial statements and related notes appearing elsewhere in ~~the~~this ~~patient’s~~Quarterly ~~body~~Report ~~and~~on ~~drive~~Form ~~lasting~~10-Q ~~durable~~and ~~responses~~our ~~that~~audited ~~may~~consolidated ~~have~~financial statements and the ~~capacity~~related tonotes ~~result~~thereto included in ~~single~~our ~~treatment~~Annual ~~cures.~~Report ~~Our~~on ~~CAR~~Form 10-TK ~~therapy~~for ~~portfolio~~the ~~consists~~year ofended ~~allogeneic~~December 31, 2023, or ~~off-~~2023 Annual Report, as filed with the~~-shelf~~ Securities and Exchange Commission, ~~product~~or ~~candidates~~SEC. WeOperating results are ~~advancing~~not anecessarily ~~broad~~indicative ~~pipeline~~of ~~and~~results ~~have~~that ~~multiple~~may ~~CAR-T~~occur ~~product~~in ~~candidates~~future inperiods. ~~the~~This ~~clinical~~discussion, ~~phase~~particularly ininformation ~~both~~with ~~solid~~respect ~~tumor~~to our future results of operations or financial condition, business strategy and ~~hematological~~plans ~~oncology~~and ~~indications.~~objectives ~~Within~~of ~~genetic~~management ~~medicines~~for future operations, weincludes ~~believe~~forward-looking ~~our~~statements ~~technologies~~that ~~have~~involve risks and uncertainties as described under the ~~potential~~heading to“Special ~~create~~Note aRegarding ~~new~~Forward-Looking ~~class~~Statements” ofin ~~therapies~~this ~~that~~Quarterly ~~can~~Report ~~deliver~~on ~~long~~Form 10-~~term,~~Q. ~~stable~~You ~~gene~~should ~~expression~~review ~~that~~the ~~does~~disclosure ~~not~~under ~~diminish~~the ~~over~~heading ~~time~~“Risk ~~and~~Factors” in this Quarterly Report on Form 10-Q for a discussion of important factors that ~~may~~could ~~have~~cause ~~the~~our ~~capacity~~actual results to ~~result~~differ materially from those anticipated in ~~single~~these ~~treatment~~forward-looking ~~cures~~statements.

We manufacture these product candidates using our non-viral piggyBac DNA Delivery System. Our fully allogeneic CAR-T product candidates are developed using well-characterized cells derived from a healthy donor as starting material with the goal of enabling treatment of potentially hundreds of patients from a single manufacturing run. Doses are cryopreserved and stored at treatment centers for future off-the-shelf use. In addition, our allogeneic product candidates use our proprietary Cas-CLOVER site-Specific Gene Editing System to reduce or eliminate alloreactivity, as well as our booster molecule technology for manufacturing scalability.Overview

~~Our~~We ~~most~~are ~~advanced~~a ~~internal~~clinical-stage ~~solid~~allogeneic ~~tumor~~cell ~~programs~~therapy ~~are:~~and genetic medicines company advancing differentiated non-viral treatments for patients with cancer, autoimmune and rare diseases. Since our inception, our operations have focused on organizing and staffing our company, business planning, raising capital, in-licensing, developing and acquiring intellectual property rights and establishing and protecting our intellectual property portfolio, developing our genetic engineering technologies, identifying potential product candidates and undertaking research and development and manufacturing activities, including preclinical studies and clinical trials of our product candidates, and engaging in strategic transactions. We do not have any product candidates approved for sale and have not generated any revenue from product sales.

~~P-MUC1C-ALLO1,~~We ~~which~~have isdiscovered aand ~~fully~~are ~~allogeneic~~developing ~~CAR-T~~a ~~product~~broad ~~candidate~~portfolio ~~for~~of ~~multiple~~product ~~solid~~candidates ~~tumor~~in ~~indications. We believe P-MUC1C-ALLO1 has the potential to treat~~ a ~~wide~~variety ~~range~~ of ~~solid~~indications ~~tumors~~based ~~derived~~on ~~from~~our ~~epithelial~~core ~~cells,~~proprietary ~~such as breast~~platforms, ~~colorectal,~~including ~~lung,~~our ~~ovarian~~non-viral, ~~pancreatic~~transposon-based ~~and~~DNA ~~renal~~delivery ~~cancers~~system, asCas-CLOVER ~~well as other cancers expressing a cancer~~Site-specific ~~form~~Gene ofEditing ~~the~~System ~~Mucin~~and 1nanoparticle-based ~~protein,~~gene ordelivery ~~MUC1-C~~technologies. WeOur ~~are~~core ~~currently~~platform ~~evaluating~~technologies ~~P-MUC1C-ALLO1~~have ~~in a Phase 1 clinical trial~~utility, ~~and~~either wealone ~~shared an initial clinical data update at the European Society for Medical Oncology Immuno-Oncology 2022 Annual Congress,~~ or ~~ESMO~~in ~~I-O~~combination, inacross ~~December~~many ~~2022.~~cell Weand ~~recently~~gene ~~presented~~therapeutic amodalities ~~poster~~and atenable ~~American~~us ~~Association~~to ~~for~~engineer ~~Cancer~~our ~~Research,~~portfolio orof ~~AACR,~~product ~~Annual~~candidates ~~Meeting~~that inare ~~April~~designed ~~2024,~~to ~~focused~~overcome on the ~~correlation~~primary limitations of ~~higher~~current ~~lymphodepletion~~generation ~~and~~ cell ~~expansion.~~and Wegene ~~anticipate sharing a clinical update at an appropriate forum in the second half of 2024~~therapeutics.

~~P-PSMA-ALLO1~~Within cell therapy, ~~which~~we isbelieve aour ~~fully~~technologies ~~allogeneic~~allow ~~CAR-T~~us to create product ~~candidate~~candidates ~~targeting~~with ~~prostate-specific~~engineered ~~membrane~~cells ~~antigen,~~that orengraft ~~PSMA,~~in ~~being~~the ~~developed~~patient’s body and drive lasting durable responses that may have the capacity to ~~treat~~result ~~patients~~in ~~with~~single ~~metastatic~~treatment ~~castrate~~cures. Our CAR-~~resistant~~T ~~prostate~~therapy ~~cancer~~portfolio consists of allogeneic, or ~~mCRPC~~off-the-shelf, product candidates. We ~~previously~~are ~~evaluated~~advancing Pa broad pipeline and have multiple CAR-~~PSMA-101,~~T aproduct ~~first~~candidates ~~generation~~in ~~autologous~~the ~~program,~~clinical phase in aboth ~~Phase~~solid 1tumor ~~trial,~~and ~~however~~hematological weoncology ~~made~~indications. ~~the~~Within ~~strategic~~genetic ~~decision~~medicines, towe ~~stop~~believe ~~further~~our ~~enrollment~~technologies onhave ~~that~~the ~~program~~potential ~~and~~to ~~using~~create ~~findings~~a ~~from~~new ~~the~~class ~~clinical~~of ~~trial~~therapies tothat ~~inform~~can ~~the~~deliver ~~next~~long-term, ~~generation~~stable ~~allogeneic~~gene ~~version.~~expression Wethat ~~had~~does ~~paused~~not ~~development~~diminish ofover ~~P-PSMA-ALLO1~~time toand ~~incorporate~~that ~~learnings~~may ~~from~~have ~~our~~the ~~initial~~capacity ~~allogeneic~~to result in single treatment cures.

24We manufacture these product candidates using our non-viral, transposon-based DNA delivery system. Our fully allogeneic CAR-T product candidates are developed using well-characterized cells derived from a healthy donor as starting material with the goal of enabling treatment of potentially hundreds of patients from a single manufacturing run. Doses are cryopreserved and stored at treatment centers for future off-the-shelf use. In addition, our allogeneic product candidates use our proprietary Cas-CLOVER site-Specific Gene Editing System to reduce or eliminate alloreactivity, as well as our booster molecule technology for manufacturing scalability.

~~Table~~Our ofmost ~~Contents~~advanced internal solid tumor programs are:

•

~~programs~~P-MUC1C-ALLO1, which is a fully allogeneic CAR-T product candidate for multiple solid tumor indications. ~~Based~~We onbelieve ~~these~~P-MUC1C-ALLO1 ~~learnings~~has the potential to treat a wide range of solid tumors derived from epithelial cells, wesuch ~~have~~as ~~recently~~breast, ~~reinitiated~~colorectal, ~~development~~lung, ovarian, pancreatic and ~~plan~~renal tocancers, ~~commence~~as ~~Investigational~~well ~~New~~as ~~Drug~~other ~~Application~~cancers expressing a cancer-specific form of the Mucin 1 protein, or ~~IND~~MUC1-C. We are currently evaluating P-MUC1C-ALLO1 in a Phase 1 clinical trial,~~enabling~~ ~~activity~~and we shared an initial clinical data update at the European Society for Medical Oncology Immuno-Oncology 2022 Annual Congress, or ESMO I-O, in December 2022. We recently presented a poster at American Association for Cancer Research, or AACR, Annual Meeting in April 2024, focused on the correlation of higher lymphodepletion and cell expansion. We anticipate sharing a clinical update at an appropriate forum in the fourth quarter of 2024.

•

~~Our~~P-PSMA-ALLO1, ~~most~~which ~~advanced~~is ~~hematological~~a ~~programs~~fully allogeneic CAR-T product candidate targeting prostate-specific membrane antigen, ~~partnered~~or PSMA, being developed to treat patients with ~~Roche~~metastatic castrate-resistant prostate cancer, or mCRPC. We previously evaluated P-PSMA-101, a first generation autologous program, in a Phase 1 trial, however we made the strategic decision to stop further enrollment on that program and are: using findings from the clinical trial to inform the next generation allogeneic version.

P-BCMA-ALLO1, which is a fully allogeneic CAR-T product candidate targeting B-cell maturation antigen, or BCMA, being developed to treat relapsed/refractory multiple myeloma patients. In July 2022, we entered into a collaboration and license agreement, or the Roche Collaboration Agreement, with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., or, collectively Roche, pursuant to which P-BCMA-ALLO1 was exclusively licensed to Roche. Roche is responsible for all future development costs for P-BCMA-ALLO1 and will assume future development activities following the completion of the Phase 1 clinical trial. We recently shared a clinical data update on this program at the 65th American Society of Hematology, or ASH, Annual Meeting and Exposition in December 2023. In March 2024, we announced that P-BCMA-ALLO1 received orphan drug designation from the U.S. Food and Drug Administration, or FDA. In addition, we presented a poster on BCMA refractory patients at the AACR Annual Meeting in April 2024. We plan to share an additional clinical update on this program at the International Myeloma Society, or IMS, 21st Annual Meeting in September 2024. Additional clinical updates are planned for the second half of 2024, subject to coordination with Roche.24

~~P-CD19CD20-ALLO1,~~Table which is a fully allogeneic CAR-T product candidate for B-cell hematological indications. This is our first Dual CAR program, which contains two fully functional CAR molecules to target cells that express at least one of the two intended targets. We believe that our ability to include two fully functional CAR molecules in a T cell could provide a competitive advantage compared to current therapies, including in B-cell malignancies that may have heterogeneous antigen expression, and that targeting both CD19 and CD20 has the potential to overcome the limitations of currently available CD19-directed CAR-T products where antigen escape has been observed as an important resistance mechanism. We recently initiated the Phase 1 trial for P-CD19CD20-ALLO1 in late 2023. P-CD19CD20-ALLO1 was exclusively licensed to Roche pursuant to the Roche Collaboration Agreement and Roche will be responsible for a majority of future development costs for P-CD19CD20-ALLO1 and will assume future development activities following the completion of the Phase 1 clinical trial. We plan to share an interim data update in the second half of 2024, subject to coordination with Roche.Contents

Our ~~investigational~~most ~~genetic~~advanced ~~medicines~~hematological ~~were~~programs initially developed by utilizing our piggyBac technology together with adeno-associated virus, or AAV, to overcome the major limitations of traditional AAV gene therapy. Given recent developments in our non-viral nanoparticle technology, we have transitioned our portfolio to a fully non-viral approach, freeing future product development in genetic medicines of AAV limitations. We believe that our approach can result in integration and long-term stable expression at potentially much lower doses than AAV technology, thus also conferring cost and tolerability benefits.are:

•

~~Our~~P-BCMA-ALLO1, ~~most~~which ~~advanced~~is ~~genetic~~a ~~medicines~~fully ~~programs~~allogeneic ~~are:~~CAR-T product candidate targeting B-cell maturation antigen, or BCMA, being developed to treat relapsed/refractory multiple myeloma patients. In July 2022, we entered into a collaboration and license agreement, or the Roche Collaboration Agreement, with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., or, collectively Roche, pursuant to which P-BCMA-ALLO1 was exclusively licensed to Roche. Roche is responsible for all future development costs for P-BCMA-ALLO1 and will assume future development activities following the completion of the Phase 1 clinical trial. In March 2024, we announced that P-BCMA-ALLO1 received orphan drug designation from the U.S. Food and Drug Administration, or FDA. In addition, in September 2024 we announced that P-BCMA-ALLO1 received Regenerative Medicine Advanced Therapy, or RMAT, designation by the FDA. We shared an additional clinical update on this program at the International Myeloma Society, or IMS, 21st Annual Meeting in September 2024.

•

P-~~KLKB1~~CD19CD20-~~101~~ALLO1, which is ana ~~investigational~~fully ~~liver~~allogeneic CAR-~~directed~~T ~~non~~product candidate for B-~~viral~~cell ~~gene~~hematological ~~editing~~indications. ~~approach~~This ~~for~~is ~~the~~our ~~treatment~~first ofDual ~~hereditary~~CAR ~~angioedema~~program, orwhich ~~HAE.~~contains ~~HAE~~two isfully afunctional ~~rare,~~CAR ~~inherited~~molecules ~~disorder~~to target cells that ~~results~~express inat ~~the~~least ~~swelling~~one of the ~~limbs,~~two ~~intestinal~~intended ~~tract~~targets. We believe that our ability to include two fully functional CAR molecules in a T cell could provide a competitive advantage compared to current therapies, ~~and~~including ~~airways~~in B-cell malignancies that may have heterogeneous antigen expression, ~~which~~and ~~can~~that betargeting both ~~debilitating~~CD19 and ~~life~~CD20 has the potential to overcome the limitations of currently available CD19-~~threatening~~directed CAR-T products where antigen escape has been observed as an important resistance mechanism. We ~~shared~~recently ~~data~~initiated ~~highlighting~~the ~~durable~~Phase ~~disease~~1 ~~correction~~trial for P-CD19CD20-ALLO1 in late 2023. P-CD19CD20-ALLO1 was exclusively licensed to Roche pursuant to the Roche Collaboration Agreement and ~~high~~Roche ~~fidelity~~will inbe ~~preclinical~~responsible ~~studies~~for ~~using~~a ~~our~~majority ~~enhanced~~of ~~gene-relevant~~future ~~editing~~development ~~technology,~~costs ~~Cas~~for P-~~CLOVER,~~CD19CD20-ALLO1 atand will assume future development activities following the ~~American~~completion ~~Society~~of the Phase 1 clinical trial. We plan to share a preclinical update in the fourth quarter of ~~Gene~~2024 and ~~Cell~~initial ~~Therapy,~~clinical ordata ~~ASGCT,~~from ~~Annual~~the ~~Meeting~~trial in ~~May~~2025, ~~2024~~subject to coordination with Roche.

•

P-~~FVIII~~BCMACD19-~~101~~ALLO1, which is a ~~liver~~fully allogeneic, dual CAR-~~directed~~T ~~gene~~product ~~insertion~~candidate ~~program~~targeting ~~combining~~BCMA ~~piggyBac~~and ~~technology~~CD19. ~~with~~It ~~our~~expresses ~~non-viral~~two ~~nanoparticle~~full ~~technology~~length ~~for~~CAR ~~the~~molecules, inas ~~vivo~~well ~~treatment~~as other genetic engineering improvements, to target cells that contain at least one of ~~Hemophilia~~the Atwo intended targets. ~~Hemophilia~~We Abelieve isthat aour ~~hereditary~~ability ~~disorder~~to ~~caused~~include bytwo afully ~~deficiency~~functional CAR molecules in ~~Factor~~an ~~VIII,~~early ormemory ~~FVIII,~~T ~~production~~cell ~~resulting~~could inprovide ~~excessive~~a ~~bleeding~~competitive ~~occurring~~advantage ~~either~~in ~~spontaneously~~both orsafety ~~due~~and potency when compared to ~~trauma.~~current Wetherapies, ~~shared~~including ~~preclinical~~in ~~data~~hematological onmalignancies ~~this~~that ~~program~~may ~~demonstrating~~have heterogeneous antigen expression, and that targeting both BCMA and CD19 has the potential to ~~correct~~improve ~~FVIII~~depth ~~deficiency~~and todurability ~~near-normal~~of ~~levels~~response inby ~~both~~eliminating ~~juvenile~~any ~~and~~CD19-positive ~~adult~~BCMA-negative ~~mouse~~myeloma ~~models~~precursor ~~using~~tumor ~~our~~B-cells. ~~fully~~We ~~non-viral,~~believe ~~whole~~that ~~gene~~P-BCMACD19-ALLO1 ~~insertion~~also ~~system~~has atpotential for the ~~ASGCT~~treatment ~~Annual~~of ~~Meeting~~autoimmune indiseases. ~~May~~We ~~2024~~are currently conducting IND-enabling activities for this program.

WeOur ~~expect~~investigational ~~our~~genetic ~~expenses~~medicines ~~and~~were ~~losses~~initially todeveloped ~~increase~~by ~~substantially~~utilizing ~~for the foreseeable future as we continue~~ our ~~development of~~non-viral, ~~and~~transposon-based ~~seek~~technology ~~regulatory~~together ~~approvals~~with ~~for,~~adeno-associated ~~our product candidates~~virus, ~~including~~or ~~P-MUC1C-ALLO1~~AAV, ~~and begin~~ to ~~commercialize~~overcome ~~any~~the ~~approved~~major ~~products.~~limitations Weof ~~anticipate~~traditional anAAV ~~overall~~gene ~~increase~~therapy. inGiven ~~development~~recent ~~costs~~developments ~~as we continue to expand the number of product candidates~~ in our ~~pipeline~~non-viral ~~and~~nanoparticle ~~pursue~~technology, ~~clinical~~we ~~development~~have oftransitioned ~~those~~our ~~candidates.~~portfolio Toto ~~offset~~a ~~some~~fully ofnon-viral ~~these increased development costs~~approach, ~~the~~freeing ~~collaborations~~future ~~with~~product ~~Roche~~development ~~and~~in ~~Astellas~~genetic ~~include~~medicines ~~program~~of ~~reimbursements~~AAV limitations. We ~~anticipate~~believe that our ~~general~~approach ~~and~~can ~~administrative~~result ~~expenses~~in ~~will~~integration ~~increase as we increase our research~~ and ~~development~~long-term ~~activities,~~stable ~~increase~~expression ~~headcount,~~at ~~maintain~~potentially ~~compliance~~much ~~with~~lower ~~Nasdaq~~doses ~~listing~~than ~~rules~~AAV ~~and SEC requirements and continue to operate as a public company. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year~~technology, ~~depending~~thus onalso ~~the~~conferring ~~timing~~cost ~~of our clinical trials~~ and ~~our~~tolerability ~~expenditures on other research and development activities~~benefits.

25Our most advanced genetic medicines programs are:

•

~~Table~~P-KLKB1-101, which is an investigational liver-directed non-viral gene editing approach for the treatment of ~~Contents~~hereditary angioedema, or HAE. HAE is a rare, inherited disorder that results in the swelling of the limbs, intestinal tract, and airways, which can be both debilitating and life-threatening. We shared data highlighting durable disease correction and high fidelity in preclinical studies using our enhanced gene-relevant editing technology, Cas-CLOVER, at the American College of Allergy, Asthma & Immunology, or ACAAI, 2024 Annual Scientific Meeting in October 2024.

•

WeP-FVIII-101, ~~currently~~which ~~source~~is ~~our~~a ~~product~~liver-directed ~~candidates~~gene ~~from~~insertion program combining transposon-based technology with our ~~internal~~non-viral ~~clinical~~nanoparticle ~~good~~technology ~~manufacturing~~for ~~practices~~the in vivo treatment of Hemophilia A. Hemophilia A is a hereditary disorder caused by a deficiency in Factor VIII, or ~~GMP~~FVIII, ~~manufacturing~~production ~~facility~~resulting in excessive bleeding occurring either spontaneously or due to trauma. We ~~also~~shared ~~work~~preclinical ~~with~~data aon ~~variety~~this ofprogram ~~suppliers~~demonstrating the potential to ~~provide~~correct ~~our~~FVIII ~~manufacturing~~deficiency ~~raw~~to ~~materials~~near-normal ~~including~~levels ~~media,~~in ~~DNA~~both juvenile and ~~RNA~~adult ~~components.~~mouse Inmodels ~~the~~using ~~future~~our fully non-viral, wewhole ~~may~~gene ~~also~~insertion ~~build~~system ~~one~~at orthe ~~more~~ASGCT ~~commercial~~Annual ~~manufacturing~~Meeting ~~facilities~~in May 2024. We completed an INTERACT meeting for ~~any~~P-FVIII-101 with the FDA ~~approved~~in ~~product~~September ~~candidates~~2024, providing us with early engagement and communication with the FDA on the program, which we believe will support efficient development designed to be aligned with FDA standards.

~~Collaboration~~We ~~Agreements~~expect our expenses and losses to increase substantially for the foreseeable future as we continue our development of, and seek regulatory approvals for, our product candidates, including P-MUC1C-ALLO1, and begin to commercialize any approved products. We anticipate an overall increase in development costs as we continue to expand the number of product candidates in our pipeline and pursue clinical development of those candidates. To offset some of these increased development costs, the collaborations

~~Roche Collaboration Agreement~~25

InTable ~~July 2022, we entered into the Roche Collaboration Agreement with Roche, pursuant to which we granted to Roche: (i) an exclusive, worldwide license under certain~~ of our intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from each of our existing P-BCMA-ALLO1 and P-CD19CD20-ALLO1 programs, or each, a Tier 1 Program; (ii) an exclusive option to acquire an exclusive, worldwide license under certain of our intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from our existing P-BCMACD19-ALLO1 and P-CD70-ALLO1 programs, or each, a Tier 2 Program; (iii) an exclusive license under certain of our intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from the up to six Collaboration Programs, as defined below, designated by Roche; (iv) an option for a non-exclusive, commercial license under certain limited intellectual property to develop, manufacture and commercialize certain Roche proprietary cell therapy products for up to three solid tumor targets to be identified by Roche, or Licensed Products; and (v) the right of first offer for two of our early-stage existing programs within hematologic malignancies.Contents

~~For~~with ~~each~~Roche ~~Tier~~and 1Astellas ~~Program,~~include weprogram ~~will~~reimbursements. ~~perform~~We ~~development~~anticipate ~~activities~~that ~~through~~our ageneral ~~Phase 1 dose escalation clinical trial,~~ and ~~Roche~~administrative isexpenses ~~obligated~~will toincrease ~~reimburse~~as awe ~~specified~~increase ~~percentage of certain costs incurred by us in~~ our ~~performance~~research ofand ~~such~~development activities, upincrease toheadcount, amaintain ~~specified~~compliance ~~reimbursement~~with ~~cap~~Nasdaq ~~for~~listing ~~each~~rules ~~Tier~~and 1SEC ~~Program.~~requirements ~~For~~and ~~Tier~~continue ~~1 Program activities beyond the Phase 1 dose escalation, Roche is obligated~~ to ~~reimburse~~operate ~~all~~as ~~costs~~a ~~incurred~~public ~~for the program~~company. ~~For~~Our ~~each~~net ~~Tier~~losses 2may ~~Program,~~fluctuate wesignificantly ~~will~~from ~~perform~~quarter-to-quarter ~~research~~ and ~~development activities either through selection of a development candidate for IND~~year-~~enabling studies or~~to-year, ~~subject~~depending toon ~~Roche’s~~the ~~election~~timing ~~and payment~~ of anour ~~option maintenance fee, through completion of a Phase 1 dose escalation~~ clinical ~~trial.~~trials Inand ~~addition,~~our ~~for~~expenditures ~~each~~on ~~Tier~~other 2research ~~Program for which Roche exercises its option for an exclusive license, Roche is obligated to pay us an option exercise fee. For each Tier 1 Program~~ and ~~Tier~~development ~~2 Program, we will perform manufacturing~~ activities ~~until the completion of a technology transfer to Roche~~.

~~The~~We ~~parties~~currently ~~are~~source ~~conducting~~our anproduct ~~initial~~candidates two-year research program to explore and preclinically test a specified number of agreed-upon next generation therapeutic concepts relating to allogeneic CAR-T cell therapies. Subject to Roche’s election and payment of a fee, the parties would subsequently conduct a second research program of 18 months under which the parties could extend the existing work being performed under the initial term, and/or would explore and preclinically test a specified number of additional agreed-upon next generation therapeutic concepts relating to allogeneic CAR-T therapies. Roche may designate up to six heme malignancy-directed, allogeneic CAR-T programs from ~~the~~our ~~two~~internal ~~research~~clinical ~~programs,~~good ~~for~~manufacturing ~~each of which we will perform research and development activities through selection of a development candidate for IND-enabling activities~~practices, or ~~each~~GMP, amanufacturing ~~Collaboration Program~~facility. ~~Upon~~We ~~its~~also ~~designation~~work of each Collaboration Program, Roche is obligated to pay a designation fee. After we complete lead optimization activities for a Collaboration Program, Roche may elect to transition such program to Roche with a ~~payment~~variety ~~to us or terminate it. Alternatively, Roche may elect, for a limited number~~ of ~~Collaboration~~suppliers ~~Programs,~~ to ~~have~~provide usour ~~conduct certain additional development and~~ manufacturing ~~activities~~raw ~~through~~materials ~~the~~including ~~completion of a Phase 1 dose escalation clinical trial~~media, inDNA ~~which case Roche will pay certain milestones~~ and ~~reimburse~~RNA ~~a specified percentage of our costs incurred in connection with such development and manufacturing activities~~components. ~~For~~In ~~each~~the ~~Collaboration Program~~future, we ~~will~~may ~~perform~~also ~~manufacturing~~build ~~activities~~one ~~until~~or ~~the~~more ~~completion~~commercial ofmanufacturing afacilities ~~technology~~for ~~transfer~~any toFDA ~~Roche.~~approved product candidates.

~~Under the Roche~~ Collaboration Agreement, Roche paid an upfront payment to us of $110.0 million. Subject to Roche exercising its Tier 2 Program options, designating Collaboration Programs, and exercising its option for the Licensed Products commercial license and contingent on, among other things, the products from the Tier 1 Programs, optioned Tier 2 Programs and Collaboration Programs achieving specified development, regulatory, and net sales milestone events, we are eligible to receive certain reimbursements, fees and milestone payments, in the aggregate up to $6.0 billion, comprised of (i) $1.5 billion for the Tier 1 Programs; (ii) $1.1 billion for the Tier 2 Programs, (iii) $2.9 billion for the Collaboration Programs; and (iv) $415.0 million for the Licensed Products.Agreements

WeRoche are further entitled to receive, on a product-by-product basis, tiered royalty payments in the mid-single to low double digits on net sales of products from the Tier 1 Programs, optioned Tier 2 Programs and Collaboration Programs and in the low to mid-single digits for Licensed Products, in each case, subject to certain customary reductions and offsets. Royalties will be payable, on a product-by-product and country-by-country basis, until the latest of the expiration of the licensed patents covering such product in such country or ten years from first commercial sale of such product in such country.Agreement

26In July 2022, we entered into the Roche Collaboration Agreement with Roche, pursuant to which we granted to Roche: (i) an exclusive, worldwide license under certain of our intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from each of our existing P-BCMA-ALLO1 and P-CD19CD20-ALLO1 programs, or each, a Tier 1 Program; (ii) an exclusive option to acquire an exclusive, worldwide license under certain of our intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from our existing P-BCMACD19-ALLO1 and P-CD70-ALLO1 programs, or each, a Tier 2 Program; (iii) an exclusive license under certain of our intellectual property to develop, manufacture and commercialize allogeneic CAR-T cell therapy products from the up to six Collaboration Programs, as defined below, designated by Roche; (iv) an option for a non-exclusive, commercial license under certain limited intellectual property to develop, manufacture and commercialize certain Roche proprietary cell therapy products for up to three solid tumor targets to be identified by Roche, or Licensed Products; and (v) the right of first offer for two of our early-stage existing programs within hematologic malignancies.

~~Table~~For each Tier 1 Program, we will perform development activities through a Phase 1 dose escalation clinical trial, and Roche is obligated to reimburse a specified percentage of ~~Contents~~certain costs incurred by us in our performance of such activities, up to a specified reimbursement cap for each Tier 1 Program. For Tier 1 Program activities beyond the specified reimbursement cap, Roche is obligated to reimburse all costs incurred for the program. For each Tier 2 Program, we will perform research and development activities either through selection of a development candidate for IND-enabling studies or, subject to Roche’s election and payment of an option maintenance fee, through completion of a Phase 1 dose escalation clinical trial. In addition, for each Tier 2 Program for which Roche exercises its option for an exclusive license, Roche is obligated to pay us an option exercise fee. For each Tier 1 Program and Tier 2 Program, we will perform manufacturing activities until the completion of a technology transfer to Roche.

The ~~Roche~~parties ~~Collaboration~~are ~~Agreement~~conducting ~~became~~an ~~effective~~initial intwo-year ~~September~~research ~~2022~~program to explore and preclinically test a specified number of agreed-upon ~~the~~next ~~expiration~~generation ortherapeutic ~~termination~~concepts relating to allogeneic CAR-T cell therapies. Subject to Roche’s election and payment of a fee, the ~~applicable~~parties ~~waiting~~would ~~period~~subsequently conduct a second research program of 18 months under which the ~~Hart-Scott-Rodino~~parties ~~Antitrust~~could ~~Improvements~~extend ~~Act~~the ofexisting ~~1976,~~work asbeing ~~amended~~performed under the initial term, and/or ~~will~~would ~~continue~~explore onand preclinically test a ~~product~~specified number of additional agreed-~~by-product~~upon ~~and~~next ~~country~~generation therapeutic concepts relating to allogeneic CAR-T therapies. Roche may designate up to six heme malignancy-~~country~~directed, ~~basis~~allogeneic ~~until~~CAR-T ~~there~~programs isfrom nothe ~~remaining~~two ~~royalty~~research programs, for each of which we will perform research and development activities through selection of a development candidate for IND-enabling activities, or ~~other~~each, ~~payment~~a ~~obligations~~Collaboration Program. ~~The~~Upon ~~Roche~~its designation of each Collaboration ~~Agreement~~Program, ~~includes~~Roche ~~standard~~is ~~termination~~obligated ~~provisions,~~to ~~including~~pay ~~for~~a ~~material~~designation ~~breach~~fee. orAfter ~~insolvency~~we ~~and~~complete lead optimization activities for a Collaboration Program, Roche’s ~~convenience~~may elect to transition such program to Roche with a payment to us or terminate it. ~~Certain~~Alternatively, ofRoche ~~these~~may ~~termination~~elect, ~~rights~~for ~~can~~a belimited ~~exercised~~number ~~with~~of ~~respect~~Collaboration Programs, to have us conduct certain additional development and manufacturing activities through the completion of a ~~particular~~Phase ~~product~~1 ordose ~~license~~escalation clinical trial, asin ~~well~~which ascase Roche will pay certain milestones and reimburse a specified percentage of our costs incurred in connection with ~~respect~~such todevelopment and manufacturing activities. For each Collaboration Program, we will perform manufacturing activities until the ~~entire~~completion of a technology transfer to Roche. In October 2024, Roche nominated a new allogeneic dual CAR-T candidate under the Collaboration ~~Agreement~~Program, targeting known antigens expressed in hematologic malignancies, including multiple myeloma.

~~Effective~~Under ~~November 7, 2023,~~ the Roche Collaboration Agreement, ~~was~~Roche ~~amended~~paid an upfront payment to, ~~among~~us ~~other~~of ~~things:~~$110.0 ~~(i)~~million. ~~reallocate~~Subject ~~certain~~to ~~existing~~Roche ~~manufacturing-related~~exercising ~~fees~~its ~~payable~~Tier to2 usProgram byoptions, ~~Roche~~designating toCollaboration ~~add~~Programs, ~~new~~and ~~manufacturing~~exercising ~~process~~its ~~development~~option for the Licensed Products commercial license and ~~implementation~~contingent ~~transfer~~on, ~~fees~~among ~~for~~other ~~each~~things, ofthe ~~our~~products ~~existing~~from the Tier 1 Programs;, ~~and~~optioned ~~(ii)~~Tier ~~reallocate~~2 ~~amounts~~Programs inand ~~certain~~Collaboration ~~development~~Programs ~~milestone~~achieving ~~payments~~specified ~~payable~~development, toregulatory, usand bynet ~~Roche~~sales ~~for~~milestone ~~each~~events, ~~Tier~~we 1are ~~Program.~~eligible ~~The~~to ~~amendment~~receive ~~also~~certain ~~provided~~reimbursements, ~~for~~fees ~~the~~and ~~ability~~milestone ~~for~~payments, in the ~~existing~~aggregate ~~two-year~~up ~~research program~~ to be$6.0 ~~extended~~billion, ~~for~~comprised anof ~~additional~~(i) 18$1.5 ~~months~~billion ~~with~~for the ~~payment~~Tier of1 aPrograms; (ii) $151.01 ~~million~~billion ~~milestone.~~for ~~All~~the ~~performance~~Tier ~~obligations~~2 ~~and~~Programs, ~~payment~~(iii) ~~terms~~$2.9 ~~under~~billion for the ~~Roche~~ Collaboration ~~Agreement~~Programs; ~~otherwise~~and ~~remained~~(iv) ~~unchanged~~$415.0 million for the Licensed Products.

~~Astellas Collaboration Agreement~~26

InTable ~~April 2024, we entered into a Collaboration and License Agreement, or the Astellas Collaboration Agreement, with Xyphos Biosciences, Inc., or Xyphos, a wholly-owned subsidiary~~ of Astellas Pharma Inc., pursuant to which we granted to Xyphos (i) an exclusive license under certain of our intellectual property to conduct activities under two research plans, to create one CAR-T construct developed by us to form the basis of two convertibleCAR® product candidates targeting solid tumors, which will be generated by using both parties’ platform technology, each a Research Product, where each Research Product will bind to a human tumor-associated antigen, and may also bind to a human antigen associated with a tumor microenvironment, (ii) an exclusive license under certain of our intellectual property after certain conditions are satisfied to develop, and commercialize up to two Research Products that have been designated as licensed products following receipt of the applicable IND-enabling data package, and (iii) an exclusive license under certain of our intellectual property after certain conditions are satisfied to manufacture the products once manufacturing technology transfer has been completed.Contents

~~For~~We ~~each~~are ~~research~~further ~~plan~~entitled to receive, weon ~~will~~a ~~perform~~product-by-product ~~research~~basis, ~~and~~tiered ~~development~~royalty ~~activities~~payments ~~through~~in the ~~generation~~mid-single ofto anlow ~~IND-enabling~~double ~~data~~digits ~~package~~on ~~and~~net ~~Xyphos~~sales isof ~~obligated~~products tofrom ~~fully~~the ~~reimburse~~Tier us1 ~~for~~Programs, ~~full-time~~optioned ~~equivalent~~Tier ~~costs~~2 Programs and ~~expenses~~Collaboration ~~incurred~~Programs byand us in ~~our~~the ~~performance~~low ofto ~~certain~~mid-single ~~activities,~~digits upfor toLicensed anProducts, ~~agreed~~in ~~annual~~each ~~cap.~~case, ~~Xyphos~~subject ~~may~~to ~~request~~certain ~~that~~customary wereductions ~~transfer~~and ~~the~~offsets. ~~manufacturing~~Royalties ~~process~~will ~~for~~be payable, on a product-by-product toand ~~Xyphos,~~country-by-country ~~or that~~basis, ~~subject~~until to the ~~payment~~latest of athe ~~fee,~~expiration weof ~~manufacture~~ the ~~Allo-T~~licensed ~~Cells~~patents ~~forming~~covering ~~part~~such ofproduct in such ~~product~~country ~~for~~or ~~use~~ten inyears ~~the~~from first ~~Phase~~commercial 1sale ~~trial~~ of such product in such country.

InThe ~~consideration~~Roche ~~for the rights granted to Xyphos under the Astellas~~ Collaboration Agreement, webecame ~~received~~effective anin ~~upfront~~September ~~payment~~2022 ofupon ~~$50.0~~the ~~million,~~expiration ~~$6.0~~or ~~million~~termination of ~~which~~the ~~was~~applicable ~~advanced~~waiting ~~for~~period ~~our~~under ~~costs~~the ~~and~~Hart-Scott-Rodino ~~expenses~~Antitrust ~~for~~Improvements ~~our~~Act ~~research~~of ~~and~~1976, ~~development~~as ~~activities. In addition~~amended, ~~we are eligible to receive up to $550.0 million in potential development~~ and ~~sales~~will ~~milestone~~continue ~~payments and contingency payments. We are further entitled to receive,~~ on a product-by-product ~~basis,~~and ~~tiered~~country-to-country ~~royalty~~basis ~~payments~~until upthere tois ~~the~~no ~~low~~remaining ~~teens~~royalty asor aother ~~percentage~~payment ofobligations. ~~net~~The ~~sales~~Roche ofCollaboration ~~licensed~~Agreement ~~products.~~includes ~~Royalties~~standard ~~will~~termination ~~be payable~~provisions, onincluding afor ~~product-by-product,~~material ~~during~~breach ~~the~~or ~~period~~insolvency ~~commencing~~and onfor ~~the~~Roche’s ~~first~~convenience. ~~commercial~~Certain ~~sale~~ of athese ~~product~~termination inrights acan ~~country~~be ~~until~~exercised ~~the~~with ~~latest~~respect ofto (a) ~~the~~particular ~~expiration of the licensed patents covering such~~ product inor ~~such country~~license, ~~(b)~~as ~~the~~well ~~expiration~~as ofwith ~~regulatory~~respect ~~exclusivity~~to ~~for~~the ~~such~~entire ~~product~~Roche inCollaboration ~~such country and (c) a certain period of time following such first commercial sale of such product in such country~~Agreement.

~~The~~Effective ~~Astellas~~November 7, 2023, the Roche Collaboration Agreement ~~will~~was ~~continue~~amended into, ~~effect~~among onother athings: ~~product~~(i) reallocate certain existing manufacturing-related fees payable to us by~~-product~~ ~~basis~~Roche ~~until~~to ~~there~~add ~~are~~new nomanufacturing ~~remaining~~process ~~royalty~~development orand ~~other~~implementation ~~payment~~transfer ~~obligations~~fees for each ~~such~~of ~~product.~~our ~~The~~existing ~~Astellas~~Tier ~~Collaboration~~1 ~~Agreement~~Programs; ~~includes~~and ~~standard~~(ii) ~~termination~~reallocate ~~provisions,~~amounts ~~including~~in ~~for~~certain ~~material~~development ~~breach~~milestone orpayments ~~insolvency~~payable ~~and~~to ~~for~~us ~~Xyphos’s~~by ~~convenience.~~Roche ~~Certain~~at ofmarket ~~these~~rates ~~termination~~for ~~rights~~each ~~can~~Tier be1 ~~exercised~~Program. ~~with~~The ~~respect~~amendment toalso aprovided ~~particular~~for ~~country,~~the ~~licensed~~ability ~~product,~~for orthe existing two-year research program, asto ~~well~~be asextended ~~with~~for ~~respect~~an toadditional 18 months with the ~~entire~~payment ~~Astellas~~of ~~Collaboration~~a ~~Agreement~~$15.0 million milestone.

~~Takeda~~Effective August 14, 2024, the Roche Collaboration Agreement was amended to include additional activities to be conducted by us. The additional activities will be funded by Roche with an initial scope that covers expanded Tier 1 Program activities. In addition, the consideration of certain of our existing performance obligations related to the Tier 1 Programs were modified.

InAstellas ~~October 2021, we entered into a collaboration and license agreement, or the Takeda~~ Collaboration Agreement~~, with Takeda Pharmaceuticals USA, Inc., or Takeda, under which we received an upfront payment of $45.0 million and R&D reimbursement payments throughout the agreement.~~

OnIn ~~May~~April 312024, ~~2023,~~ we ~~received~~entered ~~written~~into ~~notice~~a ~~from~~Collaboration ~~Takeda~~and ofLicense ~~its~~Agreement, ~~election~~or ~~to terminate~~ the ~~Takeda~~Astellas Collaboration Agreement, ~~effective~~with ~~July~~Xyphos 30Biosciences, ~~2023~~Inc., or ~~the~~Xyphos, ~~Termination~~a ~~Date.~~wholly-owned ~~Until~~subsidiary ~~the~~of ~~Termination~~Astellas ~~Date~~Pharma Inc., ~~the~~pursuant ~~parties~~to ~~performed~~which ~~their~~we ~~respective~~granted ~~obligations~~to Xyphos (i) an exclusive license under ~~the~~certain ~~Takeda~~of ~~Collaboration~~our ~~Agreement~~intellectual ~~and~~property ~~upon~~to ~~the~~conduct ~~Termination~~activities ~~Date~~under two research plans, ~~our~~to ~~exclusivity~~create ~~obligations~~one ~~under~~CAR-T construct developed by us to form the ~~Takeda~~basis ~~Collaboration~~of ~~Agreement~~two ~~terminated.~~convertibleCAR® Inproduct ~~addition~~candidates targeting solid tumors, ~~the~~which ~~licenses~~will ~~granted~~be generated by using both parties’ platform technology, each a Research Product, where each Research Product will bind to ~~Takeda~~a byhuman ustumor-associated antigen, and ~~the~~may ~~licenses~~also ~~granted~~bind to usa byhuman ~~Takeda~~antigen toassociated ~~perform~~with ~~research~~a ~~activities~~tumor microenvironment, (ii) an exclusive license under ~~the~~certain ~~Takeda~~of ~~Collaboration~~our ~~Agreement~~intellectual ~~terminated.~~property Weafter ~~recognized~~certain ~~$8.9~~conditions ~~million~~are ofsatisfied ~~previously~~to ~~deferred~~develop, ~~revenue~~and ~~during~~commercialize up to two Research Products that have been designated as licensed products following receipt of the ~~year~~applicable ~~ended~~IND-enabling ~~December~~data 31package, ~~2023~~and in(iii) ~~acknowledgement~~an ~~that~~exclusive ~~these~~license ~~performance~~under ~~obligations~~certain ~~are~~of noour ~~longer~~intellectual ~~required~~property after certain conditions are satisfied to bemanufacture ~~performed.~~the products once manufacturing technology transfer has been completed.

27For each research plan, we will perform research and development activities through the generation of an IND-enabling data package and Xyphos is obligated to fully reimburse us for full-time equivalent costs and expenses incurred by us in our performance of certain activities, up to an agreed annual cap. Xyphos may request that we transfer the manufacturing process for a product to Xyphos, or that, subject to the payment of a fee, we manufacture the Allo-T Cells forming part of such product for use in the first Phase 1 trial of such product.

~~Table~~In consideration for the rights granted to Xyphos under the Astellas Collaboration Agreement, we received an upfront payment of ~~Contents~~$50.0 million, $6.0 million of which was advanced for our costs and expenses for our research and development activities. In addition, we are eligible to receive up to $550.0 million in potential development and sales milestone payments and contingency payments. We are further entitled to receive, on a product-by-product basis, tiered royalty payments up to the low teens as a percentage of net sales of licensed products. Royalties will be payable, on a product-by-product, during the period commencing on the first commercial sale of a product in a country until the latest of (a) the expiration of the licensed patents covering such product in such country, (b) the expiration of regulatory exclusivity for such product in such country and (c) a certain period of time following such first commercial sale of such product in such country.

~~Upon~~The ~~termination~~Astellas weCollaboration ~~were~~Agreement ~~granted~~will ~~full~~continue ~~rights~~in toeffect ~~develop~~on ~~all~~a ~~previously~~product-by-product ~~licensed~~basis ~~programs,~~until ~~including~~there ~~P-FVIII-101~~are ~~and~~no ~~P-PAH-101.~~remaining Weroyalty ~~may~~or ~~seek~~other ~~new~~payment ~~strategic~~obligations ~~collaborations~~for ineach ~~genetic~~such ~~medicines~~product. ~~that~~The ~~could~~Astellas ~~include~~Collaboration ~~some~~Agreement includes standard termination provisions, including for material breach or ~~all~~insolvency and for Xyphos’s convenience. Certain of ~~the~~these ~~programs~~termination ~~previously~~rights ~~included~~can inbe ~~the~~exercised ~~Takeda~~with ~~Collaboration~~respect ~~Agreement~~to ~~and~~a ~~potentially~~particular ~~additional~~country, ~~internal~~licensed ~~programs~~product, ~~although~~or weresearch ~~have~~program, noas ~~present~~well ~~commitments~~as orwith ~~agreements~~respect to ~~enter~~the ~~into~~entire ~~any~~Astellas ~~such~~Collaboration ~~strategic collaborations~~Agreement.

~~Strategic Agreement~~27

~~Astellas~~Table ~~Strategic~~of ~~Agreement~~Contents

InTakeda ~~August~~Collaboration ~~2023, we entered into a series of agreements with Astellas US, LLC, or Astellas. Pursuant to a Securities Purchase~~ Agreement between us and Astellas, or the Securities Purchase Agreement, we agreed to issue and sell to Astellas in a private placement, or the Private Placement, an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share, or the Shares, at a purchase price of $3.00 per Share, for aggregate gross proceeds of $25.0 million. We also entered into a Registration Rights Agreement with Astellas, or the Registration Rights Agreement, pursuant to which we registered the resale by Astellas of the Shares and granted Astellas certain other registration rights, including piggyback registration rights.

WeIn ~~also~~October ~~entered into a Strategic Rights Letter with Astellas~~2021, ~~or the Astellas Strategic Rights Letter, pursuant to which~~ we ~~agreed~~entered tointo ~~the following: (i) grant Astellas the right to an observer seat on our board of directors, any committee of our board of directors, and our scientific advisory board; (ii) for~~ a ~~period~~collaboration of 18 months, grant Astellas a right of notification with respect to a Change in Control (as defined in the Astellas Strategic Rights Letter); (iii) during the period beginning on August 7, 2023, the closing date of the Private Placement, or the Closing Date, and ~~ending~~license ~~on the 12-month anniversary of the Closing Date~~agreement, or the ~~Exclusivity~~Takeda ~~Period,~~Collaboration ~~not to (1) solicit~~Agreement, ~~knowingly encourage, negotiate or otherwise enter into bona fide discussions about a Program Transaction (as defined below)~~ with ~~any~~Takeda ~~third~~Pharmaceuticals ~~party~~USA, ~~(2) provide access to any of our confidential information relating to P-MUC1C-ALLO1~~Inc., ~~our fully allogeneic CAR-T product candidate for multiple solid tumor indications,~~ or ~~the Program~~Takeda, ~~for~~under ~~purposes~~which ofwe ~~knowingly~~received ~~facilitating a Program Transaction, or (3) enter into any letter of intent, contract or other commitment for~~ an ~~exclusive~~upfront orpayment ~~co-exclusive license or co-promote or co-marketing arrangement or granting~~ of commercial rights to sell, promote or market one or more products of the Program for any indication in the world, or a Program Transaction; (iv) provide notice to Astellas (1) if we receive a bona fide proposal for a Change in Control transaction from a third party, unless such proposal is rejected by our board of directors, or (2) of the commencement of a process approved by our board of directors for a Change in Control, (3) if we receive a bona fide proposal for a Program Transaction from a third party unless the proposal is rejected by our board of directors, or a Program Transaction Proposal, or, (4) following the Exclusivity Period, the commencement of substantive discussions for a Program Transaction with a third party in connection with a process approved by our board of directors for a Program Transaction, or a Program Process$45.0 Inmillion connection with a notice related to (x) a Program Transaction Proposal, Astellas shall have a right of first refusal to provide a competing proposal that is in aggregate more favorable to us than the Program Transaction Proposal, and ~~thereby~~R&D ~~have~~reimbursement apayments ~~right~~throughout to negotiate exclusively a possible Program Transaction for a specified period and (y) a Program Process, Astellas shall have a right of first offer to negotiate a Program Transaction for a specified period before we engage with any third party in meaningful substantive discussions, in each case, in accordance with the ~~procedures and subject to the conditions set forth in the Astellas Strategic Rights Letter~~agreement.

AsOn ~~partial~~May ~~consideration~~31, ~~for~~2023, ~~the~~we ~~rights~~received ~~granted~~written notice from Takeda of its election to ~~Astellas~~terminate ~~under~~the Takeda Collaboration Agreement, effective July 30, 2023, or the ~~Astellas~~Termination ~~Strategic~~Date. ~~Rights~~Until ~~Letter~~the Termination Date, ~~Astellas~~the ~~paid~~parties usperformed atheir ~~one-time~~respective ~~payment~~obligations inunder the ~~amount~~Takeda ofCollaboration ~~$25.0~~Agreement ~~million~~and upon the Termination Date, orour exclusivity obligations under the ~~Upfront~~Takeda ~~Payment~~Collaboration Agreement terminated. In ~~connection~~addition, ~~with~~the alicenses ~~Change~~granted into ~~Control~~Takeda ~~transaction~~by orus, ~~Program~~and ~~Transaction~~the ~~between~~licenses granted to us ~~and~~by ~~Astellas,~~Takeda ~~some,~~to ~~all~~perform orresearch ~~none~~activities under the Takeda Collaboration Agreement terminated. We recognized $8.9 million of previously deferred revenue during the ~~Upfront~~year ~~Payment~~ended ~~may~~December 31, 2023 in acknowledgement that these performance obligations are no longer required to be ~~offset~~performed. ~~against~~Upon ~~payments~~termination ~~owed~~we bywere ~~Astellas~~granted full rights to develop all previously licensed programs, including P-FVIII-101 and P-PAH-101. We may seek new strategic collaborations in agenetic ~~tiered~~medicines ~~basis~~that tocould usinclude ~~dependent~~some onor ~~certain~~all ~~factors~~of ~~set~~the ~~forth~~programs previously included in the ~~Astellas~~Takeda ~~Strategic~~Collaboration ~~Rights~~Agreement ~~Letter~~and potentially additional internal programs, although we have no present commitments or agreements to enter into any such strategic collaborations.

~~The Astellas~~ Strategic Rights Letter shall terminate upon the earliest to occur of (i) the 18-month anniversary of the Closing Date, (ii) such time that Astellas owns fewer than 8,000,000 shares of common stock (subject to adjustment for any stock splits, stock dividends or recapitalizations) and (iii) the consummation of a Change in Control.Agreement

~~In-License~~Astellas ~~Agreements~~Strategic Agreement

~~Below~~In isAugust 2023, we entered into a ~~summary~~series of ~~our~~agreements ~~key~~with ~~license~~Astellas ~~agreements~~US, LLC, or Astellas. ~~For~~Pursuant to a ~~more~~Securities ~~detailed~~Purchase ~~description~~Agreement ofbetween ~~these~~us and ~~our~~Astellas, ~~other~~or ~~license~~the ~~agreements~~Securities Purchase Agreement, ~~see~~we agreed to issue and sell to Astellas in a private placement, or the ~~section~~Private ~~titled~~Placement, ~~“Business—In-License~~an ~~Agreements”~~aggregate ~~and~~of ~~Note~~8,333,333 12shares of common stock, par value $0.0001 per share, or the Shares, at a purchase price of $3.00 per Share, for aggregate gross proceeds of $25.0 million. We also entered into a Registration Rights Agreement with Astellas, or the Registration Rights Agreement, pursuant to ~~our~~which ~~annual~~we ~~consolidated~~registered ~~financial~~the ~~statements~~resale ~~included~~by inAstellas ~~our~~of ~~2023~~the ~~Annual~~Shares ~~Report~~and granted Astellas certain other registration rights, including piggyback registration rights.

~~2017~~We ~~Commercial~~also ~~License~~entered ~~Agreement~~into a Strategic Rights Letter with ~~TeneoBio~~Astellas, ~~Inc.~~or the Astellas Strategic Rights Letter, pursuant to which we agreed to the following: (i) grant Astellas the right to an observer seat on our board of directors, any committee of our board of directors, and our scientific advisory board; (ii) for a ~~subsidiary~~period of ~~Amgen~~18 ~~Inc.~~months, grant Astellas a right of notification with respect to a Change in Control (as defined in the Astellas Strategic Rights Letter); (iii) during the period beginning on August 7, 2023, the closing date of the Private Placement, or the ~~2017~~Closing ~~TeneoBio~~Date, ~~Agreement~~and ending on the 12-month anniversary of the Closing Date, ~~pursuant~~or the Exclusivity Period, not to ~~which~~(1) wesolicit, ~~obtained~~knowingly ~~exclusive~~encourage, ~~worldwide~~negotiate ~~rights~~or otherwise enter into bona fide discussions about a Program Transaction (as defined below) with any third party, (2) provide access to ~~use~~any ~~and~~of ~~develop~~our ~~pharmaceutical~~confidential ~~products~~information ~~comprising~~relating to P-MUC1C-ALLO1, our fully allogeneic CAR-T product candidate for multiple solid tumor indications, or the Program, for purposes of knowingly facilitating a Program Transaction, or (3) enter into any letter of intent, contract or other commitment for an exclusive or co-~~cells~~exclusive ~~expressing~~license or co-promote or co-marketing arrangement or granting of commercial rights to sell, promote or market one or more products of the Program for any indication in the world, or a ~~CAR~~Program ~~molecule~~Transaction; ~~containing~~(iv) ~~certain~~provide ~~heavy~~notice ~~chain~~to ~~sequences~~Astellas ~~provided~~(1) if we receive a bona fide proposal for a Change in Control transaction from a third party, unless such proposal is rejected by ~~TeneoBio~~our board of directors, or (2) of the commencement of a process approved by our board of directors for a Change in Control, (3) if we receive a bona fide proposal for a Program Transaction from a third party unless the ~~treatment~~proposal is rejected by our board of ~~human~~directors, ~~disease.~~or Wea ~~use~~Program ~~this~~Transaction ~~heavy-chain-only~~Proposal, ~~binder~~or, (4) following the Exclusivity Period, the commencement of substantive discussions for a Program Transaction with a third party in connection with a process approved by our ~~P-BCMA-ALLO1~~board ~~product~~of ~~candidate~~directors for a Program Transaction, or a Program Process. In connection with a notice related to (x) a Program Transaction Proposal, Astellas shall have a right of first refusal to provide a competing proposal that is in aggregate more favorable to us than the Program Transaction Proposal, and thereby have a right to negotiate exclusively a possible Program Transaction for a specified period and (y) a Program Process, Astellas shall have a right of first offer to negotiate a Program Transaction for a specified period before we engage with any third party in meaningful substantive discussions, in each case, in accordance with the procedures and subject to the conditions set forth in the Astellas Strategic Rights Letter.

28As partial consideration for the rights granted to Astellas under the Astellas Strategic Rights Letter, Astellas paid us a one-time payment in the amount of $25.0 million, or the Upfront Payment. In connection with a Change in Control transaction or Program Transaction between us and Astellas, some, all or none of the Upfront Payment may be offset against payments owed by Astellas in a tiered basis to us dependent on certain factors set forth in the Astellas Strategic Rights Letter.

~~Table~~The Astellas Strategic Rights Letter shall terminate upon the earliest to occur of ~~Contents~~(i) the 18-month anniversary of the Closing Date, (ii) such time that Astellas owns fewer than 8,000,000 shares of common stock (subject to adjustment for any stock splits, stock dividends or recapitalizations) and (iii) the consummation of a Change in Control.

2018 Commercial License Agreement with TeneoBio, Inc. (a subsidiary of Amgen Inc.), or the 2018 TeneoBio Agreement, for the development and use of TeneoBio’s human heavy-chain-only antibodies in CAR-T cell therapies. Under the terms of the 2018 TeneoBio Agreement, we have the option to obtain exclusive rights to research, develop and commercialize up to a certain number of targets, including but not limited to the binders used in our P-CD19CD20-ALLO1 and P-PSMA-ALLO1 product candidates.28

~~License~~Table Agreement with Xyone Therapeutics, Inc. (as successor-in-interest to Genus Oncology, LLC), or the Xyone Agreement, pursuant to which we obtained an exclusive worldwide license under certain patents and a non-exclusive worldwide license under certain know-how controlled by Xyone to research, develop and commercialize pharmaceutical products incorporating CAR cells expressing antibodies and derivatives thereof targeting MUC1-C, or a Xyone licensed product, and a non-exclusive worldwide license under certain patents and know-how controlled by Xyone to research, develop and commercialize companion diagnostics for the treatment, prevention and palliation of ~~human diseases and conditions. We use a Xyone antibody or derivative thereof targeting MUC1-C as a binder in our P-MUC1C-ALLO1 product candidate.~~Contents

~~Amended and Restated~~ In-License Agreement with HMGU, or the HMGU License Agreement, pursuant to which we obtained exclusive worldwide rights to research, develop, manufacture and commercialize products and services claimed by certain patent applications and patents owned by Helmholtz-Zentrum München—Deutsches Forschungszentrum für Gesundheit und Umwelt GmbH, or HMGU, covering the nuclease Clo051 in certain fields of use, including human pharmaceutical products. We utilize these license rights in our Cas-CLOVER gene editing technology including P-BCMA-ALLO1, P-MUC1C-ALLO1, P-CD19CD20-ALLO1 and our other planned allogeneic programs.Agreements

~~CIRM~~Below ~~Grant~~is ~~Funding~~a summary of our key license agreements. For a more detailed description of these and our other license agreements, see the section titled “Business—In-License Agreements” and Note 12 to our annual consolidated financial statements included in our 2023 Annual Report.

•

In2017 ~~2018,~~Commercial weLicense ~~were~~Agreement ~~granted~~with anTeneoBio, ~~award in the amount of $4~~Inc.0 ~~million~~(a ~~from~~subsidiary ~~California Institute~~ of ~~Regenerative~~Amgen ~~Medicine~~Inc.), or ~~CIRM,~~the of2017 ~~which~~TeneoBio ~~we have received all proceeds~~Agreement, topursuant ~~support our preclinical studies for P-PSMA-101. The terms of this award include an option~~ to ~~repay~~which ~~the~~we ~~grant~~obtained orexclusive ~~convert~~worldwide itrights to ause ~~royalty~~and ~~obligation~~develop ~~upon~~pharmaceutical ~~commercialization~~products ofcomprising ~~the~~allogeneic ~~program.~~T-cells ~~Based~~expressing ~~upon~~a ~~the~~CAR ~~terms~~molecule ofcontaining ~~the~~certain ~~grant~~heavy ~~agreement,~~chain wesequences ~~recorded~~provided ~~the~~by ~~proceeds~~TeneoBio asfor ~~a liability when received. In~~ the ~~third~~treatment ~~quarter~~ of ~~2023,~~human wedisease. ~~made~~We ~~the~~use ~~decision~~this ~~to not pursue additional clinical or other development activities related to the P~~heavy-~~PSMA~~chain-~~101~~only ~~program,~~binder ~~however~~in ~~there~~our ~~is no obligation to repay the amounts associated with the~~ P-~~PSMA~~BCMA-~~101~~ALLO1 ~~program,~~product ~~and we derecognized the respective liability and recorded such amount in other income during the year ended December 31, 2023~~candidate.

•

~~Components~~2018 Commercial License Agreement with TeneoBio, Inc. (a subsidiary of ~~Our~~Amgen ~~Results~~Inc.), or the 2018 TeneoBio Agreement, for the development and use of ~~Operations~~TeneoBio’s human heavy-chain-only antibodies in CAR-T cell therapies. Under the terms of the 2018 TeneoBio Agreement, we have the option to obtain exclusive rights to research, develop and commercialize up to a certain number of targets, including but not limited to the binders used in our P-CD19CD20-ALLO1 and P-PSMA-ALLO1 product candidates.

•

~~Revenues~~License Agreement with Xyone Therapeutics, Inc. (as successor-in-interest to Genus Oncology, LLC), or the Xyone Agreement, pursuant to which we obtained an exclusive worldwide license under certain patents and a non-exclusive worldwide license under certain know-how controlled by Xyone to research, develop and commercialize pharmaceutical products incorporating CAR cells expressing antibodies and derivatives thereof targeting MUC1-C, or a Xyone licensed product, and a non-exclusive worldwide license under certain patents and know-how controlled by Xyone to research, develop and commercialize companion diagnostics for the treatment, prevention and palliation of human diseases and conditions. We use a Xyone antibody or derivative thereof targeting MUC1-C as a binder in our P-MUC1C-ALLO1 product candidate.

•

~~Collaboration~~Amended ~~Revenue~~and Restated License Agreement with HMGU, or the HMGU License Agreement, pursuant to which we obtained exclusive worldwide rights to research, develop, manufacture and commercialize products and services claimed by certain patent applications and patents owned by Helmholtz-Zentrum München—Deutsches Forschungszentrum für Gesundheit und Umwelt GmbH, or HMGU, covering the nuclease Clo051 in certain fields of use, including human pharmaceutical products. We utilize these license rights in our Cas-CLOVER gene editing technology including P-BCMA-ALLO1, P-MUC1C-ALLO1, P-CD19CD20-ALLO1 and our other planned allogeneic programs.

~~Collaboration~~CIRM ~~revenue~~Grant consists of revenue recognized from our strategic, collaboration and license agreements with Roche, Astellas, Xyphos (an affiliate of Astellas), and Takeda and reflects the timing and pattern in which we deliver the contractual deliverables to such partners.Funding

~~Operating~~In ~~Expenses~~2018, we were granted an award in the amount of $4.0 million from California Institute of Regenerative Medicine, or CIRM, of which we have received all proceeds, to support our preclinical studies for P-PSMA-101. The terms of this award include an option to repay the grant or convert it to a royalty obligation upon commercialization of the program. Based upon the terms of the grant agreement, we recorded the proceeds as a liability when received. In the third quarter of 2023, we made the decision to not pursue additional clinical or other development activities related to the P-PSMA-101 program, however there is no obligation to repay the amounts associated with the P-PSMA-101 program, and we derecognized the respective liability and recorded such amount in other income during the year ended December 31, 2023.

~~Research~~Components ~~and~~of ~~Development~~Our Results of Operations

Research and development expenses consist primarily of external and internal costs incurred for our research and development activities, including development of our platform technologies, our drug discovery efforts and the development of our product candidates. Revenues

~~External~~Collaboration ~~costs include:~~Revenue

~~expenses~~Collaboration ~~incurred~~revenue inconsists ~~connection~~of ~~with~~revenue ~~the~~recognized ~~preclinical~~from our strategic, collaboration and ~~clinical~~license ~~development~~agreements ofwith ~~our~~Roche, ~~product~~Astellas, ~~candidates~~Xyphos ~~and~~(an ~~research~~affiliate ~~programs~~of Astellas), ~~including~~and ~~under~~Takeda ~~agreements~~and ~~with~~reflects ~~third~~the ~~parties,~~timing ~~such~~and aspattern ~~consultants,~~in ~~contractors~~which ~~and~~we ~~contract~~deliver ~~research~~the ~~organizations,~~contractual ordeliverables ~~CROs;~~to such partners.

~~the~~Operating ~~cost~~Expenses of developing and scaling our manufacturing process and manufacturing drug products for use in our preclinical studies and clinical trials, including under agreements with third parties, such as consultants, contractors and contract manufacturing organizations, or CMOs;

~~payments~~Research ~~made~~and ~~under~~Development ~~third-party licensing agreements;~~

29Research and development expenses consist primarily of external and internal costs incurred for our research and development activities, including development of our platform technologies, our drug discovery efforts and the development of our product candidates.

~~Table of Contents~~29

~~the~~Table ~~cost~~ of ~~manufacturing clinical materials for use in our preclinical studies and clinical trials; and~~ Contents

~~laboratory~~External ~~supplies~~costs ~~and research materials.~~include:

•

~~Internal~~expenses ~~costs~~incurred ~~include:~~in connection with the preclinical and clinical development of our product candidates and research programs, including under agreements with third parties, such as consultants, contractors and contract research organizations, or CROs;

•

~~personnel-related~~the ~~expenses,~~cost ~~consisting~~ of ~~employee~~developing ~~salaries,~~and ~~related~~scaling ~~benefits~~our manufacturing process and ~~stock-based~~manufacturing ~~compensation~~drug ~~expense~~products for ~~employees~~use ~~engaged~~ in ~~research~~our preclinical studies and clinical trials, ~~development~~including under agreements with third parties, such as consultants, contractors and contract manufacturing ~~functions~~organizations, or CMOs;

•

~~the~~payments ~~cost~~made tounder ~~develop~~third-party ~~and~~licensing ~~maintain manufacturing capabilities at our San Diego facility for manufacturing of cell therapies for use in clinical trials~~agreements; ~~and~~

•

~~facilities,~~the ~~depreciation~~cost ~~and~~of ~~other~~manufacturing ~~expenses,~~clinical ~~consisting~~materials offor ~~direct~~use ~~and~~in ~~allocated~~our ~~expenses~~preclinical ~~for~~studies ~~rent~~ and ~~maintenance~~clinical oftrials; ~~facilities~~ and ~~insurance.~~

•

Welaboratory ~~expense~~supplies ~~research~~ and development costs as incurred. External expenses are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers or our estimate of the volume of service that has been performed at each reporting date. Upfront payments and milestone payments made for the licensing of technology are related to clinical stage programs and expensed as research ~~and development in the period in which they are incurred~~materials. Advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses or other long-term assets. These amounts are expensed as the related goods are delivered or the services are performed.

AtInternal ~~any one time, we are working on multiple research programs. We track external~~ costs by the stage of program, for clinical stage programs, we track costs on a program-by-program basis, and for earlier stage work, including preclinical programs, we track these costs in the aggregate. However, as we continue advancing our allogeneic programs and wind-down our autologous programs and the aggregate amount of expenses for such autologous programs becomes immaterial, we plan to present research and development expenses attributable to such autologous programs on a consolidated basis. Our internal resources, employees and infrastructure, including our clinical manufacturing facility, are not directly tied to any one program and are typically deployed across multiple programs. As such, we do not track internal costs on a specific program basis.include:

•

~~Product~~personnel-related ~~candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to CRO activity and manufacturing~~ expenses~~. We expect that our research and development expenses will increase substantially in connection with our planned preclinical and clinical development activities in the near term and in the future~~, ~~including~~consisting ~~in connection with our ongoing Phase 1 trial~~ of ~~P-MUCIC-ALLO1~~employee ~~for the treatment of patients with epithelial derived solid tumor cancers~~salaries, ~~Phase~~related 1benefits ~~trial~~and ~~of P~~stock-~~BCMA-ALLO1~~based ~~for~~compensation ~~the~~expense ~~treatment of patients with relapsed/refractory multiple myeloma, Phase 1 trial of P-CD19CD20-ALLO1~~ for ~~the~~employees ~~treatment~~engaged ofin ~~patients with B-cell malignancies and additional clinical programs expected to commence as we expand our pipeline of drug candidates. We cannot accurately estimate or know the nature~~research, ~~timing~~development and ~~costs~~manufacturing offunctions; ~~the efforts that will be necessary to complete the preclinical and clinical development of any of our product candidates. Our development costs may vary significantly based on factors such as:~~

•

the ~~number~~cost to develop and ~~scope~~maintain manufacturing capabilities at our San Diego facility for manufacturing of ~~preclinical~~cell ~~and~~therapies ~~IND-enabling~~for ~~studies~~use in clinical trials; and

•

~~per~~facilities, ~~patient~~depreciation ~~trial~~and ~~costs;~~other expenses, consisting of direct and allocated expenses for rent and maintenance of facilities and insurance.

We expense research and development costs as incurred. External expenses are recognized based on an evaluation of the ~~number~~progress to completion of ~~trials~~specific ~~required~~tasks using information provided to us by our service providers or our estimate of the volume of service that has been performed at each reporting date. Upfront payments and milestone payments made for ~~approval;~~the licensing of technology are related to clinical stage programs and expensed as research and development in the period in which they are incurred. Advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses or other long-term assets. These amounts are expensed as the related goods are delivered or the services are performed.

At any one time, we are working on multiple research programs. We track external costs by the ~~number~~stage of ~~sites~~program, ~~included~~for clinical stage programs, we track costs on a program-by-program basis, and for earlier stage work, including preclinical programs, we track these costs in the ~~trials;~~aggregate. However, as we continue advancing our allogeneic programs and wind-down our autologous programs and the aggregate amount of expenses for such autologous programs becomes immaterial, we plan to present research and development expenses attributable to such autologous programs on a consolidated basis. Our internal resources, employees and infrastructure, including our clinical manufacturing facility, are not directly tied to any one program and are typically deployed across multiple programs. As such, we do not track internal costs on a specific program basis.

Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to CRO activity and manufacturing expenses. We expect that our research and development expenses will increase substantially in connection with our planned preclinical and clinical development activities in the ~~countries~~near term and in ~~which~~the future, including in connection with our ongoing Phase 1 trial of P-MUCIC-ALLO1 for the ~~trials~~treatment ~~are~~of ~~conducted;~~patients with epithelial derived solid tumor cancers, Phase 1 trial of P-BCMA-ALLO1 for the treatment of patients with relapsed/refractory multiple myeloma, Phase 1 trial of P-CD19CD20-ALLO1 for the treatment of patients with B-cell malignancies and additional clinical programs expected to commence as we expand our pipeline of drug candidates. We cannot accurately estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any of our product candidates. Our development costs may vary significantly based on factors such as:

•

the ~~length~~number ofand ~~time~~scope ~~required~~of topreclinical ~~enroll~~and ~~eligible~~IND-enabling ~~patients~~studies;

•

~~the~~per ~~number~~patient oftrial ~~patients that participate in the trials~~costs;

•

the ~~drop-out~~number orof ~~discontinuation~~trials ~~rates~~required offor ~~patients~~approval;

•

~~potential~~the ~~additional~~number ~~safety~~of ~~monitoring~~sites ~~requested~~included byin ~~regulatory~~the ~~agencies~~trials;

•

the ~~duration~~countries ~~of patient participation~~ in which the trials ~~and~~are ~~follow-up~~conducted;

•

the ~~cost~~length ~~and~~of ~~timing~~time ofrequired ~~manufacturing~~to ~~our~~enroll ~~product~~eligible ~~candidates~~patients;

~~the phase of development of our product candidates;~~ 30

~~the~~Table ~~efficacy and safety profile~~ of ~~our product candidates;~~ Contents

•

30the number of patients that participate in the trials;

•

~~Table~~the drop-out or discontinuation rates of ~~Contents~~patients;

•

~~the~~potential ~~extent~~additional tosafety ~~which~~monitoring werequested ~~establish~~by ~~additional~~regulatory ~~licensing agreements~~agencies; ~~and~~

•

~~whether~~the weduration ~~choose to partner any~~ of ~~our~~patient ~~additional~~participation ~~candidates~~in ~~and~~ the ~~terms~~trials ofand ~~such~~follow-up; ~~partnership.~~

•

~~A change in~~ the ~~outcome of any of these variables with respect to the development of any of our product candidates could significantly change the~~ cost ~~structure~~ and timing ~~associated with the development~~ of ~~respective~~manufacturing ~~product candidates. We may never succeed in obtaining regulatory approval for any of~~ our product candidates.; ~~We may obtain unexpected results from our clinical trials and preclinical studies.~~

•

~~General~~the ~~and~~phase ~~Administrative~~of development of our product candidates;

•

~~General~~the ~~and~~efficacy ~~administrative expenses consist primarily of salaries~~ and ~~related~~safety ~~costs,~~profile ~~including stock-based compensation,~~ of personnel in executive, finance and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, and accounting and audit services. We anticipate that our ~~general and administrative expenses will increase in the future as we increase our headcount to support our continued research activities and development of our~~ product candidates,; ~~including P-MUC1C-ALLO1, P-BCMA-ALLO1 and P-CD19CD20-ALLO1, and begin to commercialize any approved products.~~

•

~~Other~~the ~~Income~~extent ~~(Expense)~~to which we establish additional licensing agreements; and

•

~~Interest~~whether ~~Expense~~we choose to partner any of our additional candidates and the terms of such partnership.

~~Interest~~A ~~expense~~change ~~consists~~in the outcome of ~~interest~~any ~~expense~~of onthese ~~outstanding~~variables ~~borrowings~~with ~~under~~respect to the development of any of our ~~loan~~product ~~agreement~~candidates could significantly change the cost structure and ~~amortization~~timing associated with the development of ~~debt~~respective ~~discount~~product ~~and~~candidates. ~~debt~~We ~~issuance~~may ~~costs~~never succeed in obtaining regulatory approval for any of our product candidates. We may obtain unexpected results from our clinical trials and preclinical studies.

~~Other~~General ~~Income,~~and ~~Net~~Administrative

~~Other~~General ~~income~~and administrative expenses consist primarily of salaries and related costs, ~~net~~including ~~consists~~stock-based compensation, of ~~interest~~personnel ~~income~~in executive, finance and ~~miscellaneous~~administrative ~~income~~functions. General and ~~expense~~administrative ~~unrelated~~expenses toalso ~~our~~include ~~core~~direct ~~operations~~and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, and accounting and audit services. ~~Interest~~We ~~income~~anticipate isthat ~~comprised~~our ofgeneral ~~interest~~and ~~earned~~administrative onexpenses will increase in the future as we increase our ~~available~~headcount to support our continued research activities and development of our product candidates, including P-~~for~~MUC1C-~~sale~~ALLO1, ~~securities~~P-BCMA-ALLO1 and P-CD19CD20-ALLO1, and begin to commercialize any approved products.

~~Results~~Other ofIncome ~~Operations~~(Expense)

~~Comparison~~Interest ofExpense ~~the Three Months Ended June 30, 2024 and 2023~~

~~The~~Interest ~~following~~expense ~~table~~consists ~~summarizes~~of interest expense on outstanding borrowings under our ~~results~~loan agreement and amortization of ~~operations~~debt ~~(in~~discount ~~thousands):~~and debt issuance costs.

	Three Months Ended June 30,
	2024			2023			Change
Revenues:
Collaboration revenue	$	25,973		$	20,013		$	5,960
Total revenue		25,973			20,013			5,960
Operating expenses:
Research and development		45,547			39,192			6,355
General and administrative		12,182			8,676			3,506
Total operating expenses		57,729			47,868			9,861
Loss from operations		(31,756	)		(27,855	)		(3,901	)
Other income (expense):
Interest expense		(2,259	)		(2,141	)		(118	)
Other income, net		2,644			2,540			104
Net loss	$	(31,371	)	$	(27,456	)	$	(3,915	)

Other Income, Net

~~Collaboration~~Other ~~Revenue~~income, net consists of interest income and miscellaneous income and expense unrelated to our core operations. Interest income is comprised of interest earned on our available-for-sale securities.

Collaboration revenue was $26.0 million for the three months ended June 30, 2024 compared to $20.0 million for the same period in 2023. The increase of $6.0 million was primarily due to a $17.0 million increase in revenue recognized from the license and research services performed under the Roche Collaboration Agreement driven by milestone recognition and an increase in reimbursed research and development expenses, offset by a decrease in revenue recognized under the Takeda Collaboration Agreement of $11.1 million due to the agreement terminating in 2023 and no remaining activity performed during the three months ended June 30, 2024.31

31Table of Contents

~~Table~~Results of ~~Contents~~Operations

~~Research~~Comparison ~~and~~of ~~Development~~the ~~Expenses~~Three Months Ended September 30, 2024 and 2023

The following table summarizes our ~~research~~results ~~and~~of ~~development~~operations ~~expenses~~ (in thousands):

	Three Months Ended June 30,
	Three Months Ended September 30,
	2024			2023			Change
External costs:
Revenues:
Clinical stage programs:
Collaboration revenue	$	71,748		$	9,352		$	62,396
Allogeneic programs:
Total revenue		71,748			9,352			62,396
P-BCMA-ALLO1	$	5,292		$	2,588		$	2,704
Operating expenses:
P-MUC1C-ALLO1		2,247			1,710			537
Research and development		41,914			37,482			4,432
P-CD19CD20-ALLO1		923			—			923
General and administrative		10,092			8,092			2,000
Total allogeneic programs		8,462			4,298			4,164
Total operating expenses		52,006			45,574			6,432
Autologous programs		242			574			(332	)
Income (loss) from operations		19,742			(36,222	)		55,964
Total clinical stage programs		8,704			4,872			3,832
Other income (expense):
Preclinical stage programs and other unallocated expenses		14,492			11,777			2,715
Interest expense		(2,295	)		(2,236	)		(59	)
Internal costs:
Other income, net		2,831			6,787			(3,956	)
Personnel		18,231			18,254			(23	)
Net income (loss) before income tax		20,278			(31,671	)		51,949
Facilities and other		4,120			4,289			(169	)
Income tax expense		(43	)		(107	)		64
Total research and development expenses	$	45,547		$	39,192		$	6,355
Net income (loss)	$	20,235		$	(31,778	)	$	52,013

~~Research~~Collaboration and development expenses were $45.5 million for the three months ended June 30, 2024, compared to $39.2 million for the three months ended June 30, 2023. The increase in research and development expenses of $6.4 million was primarily due to an increase of $4.2 million in allogeneic clinical stage programs, driven mainly by an increase in overall enrollment of our allogeneic programs and the initiation of our third allogeneic clinical trial, P-CD19CD20-ALLO1, and an increase in preclinical stage programs and other unallocated expenses of $2.7 million, offset by a $0.3 million decrease driven by the wind-down of our autologous clinical development activities and a decrease of $0.2 million in facilities expense.Revenue

~~General~~Collaboration revenue was $71.7 million for the three months ended September 30, 2024 compared to $9.4 million for the same period in 2023. The increase of $62.4 million was primarily due to a $50.1 million increase in revenue recognized from the license and ~~Administrative~~research ~~Expenses~~services performed under the Roche Collaboration Agreement driven by milestone recognition and an increase in reimbursed research and development expenses, $11.9 million of revenue recognized from the Astellas Strategic Agreements, and $1.2 million in revenue recognized from the Astellas Collaboration Agreement which commenced in the second quarter of 2024, offset by a decrease in revenue recognized under the Takeda Collaboration Agreement of $0.7 million due to the agreement terminating in 2023 and no remaining activity performed during the three months ended September 30, 2024.

~~General~~Research and ~~administrative~~Development expenses were $12.2 million for the three months ended June 30, 2024, compared to $8.7 million for the three months ended June 30, 2023. The increase in general and administrative expenses of $3.5 million was primarily due to an increase of $3.1 million in personnel expenses, mainly caused by an increase in stock-based compensation expense driven by a one-time expense associated with the succession plan in which our former Chief Executive Officer became the Executive Chairman in 2024, and an increase of $0.7 million primarily due to increases in legal fees related to patent expense and the Astellas Collaboration Agreement executed in the second quarter of 2024.Expenses

~~Interest~~The ~~Expense~~following table summarizes our research and development expenses (in thousands):

Interest expense was $2.3 million for the three months ended June 30, 2024, compared to $2.1 million for the three months ended June 30, 2023 and consisted of interest on the principal balance outstanding under our term loans with Oxford Finance LLC, or Oxford. The increase in interest expense of $0.2 million was primarily due to higher interest rates.


	Three Months Ended September 30,
	2024		2023		Change
External costs:
Clinical stage programs:
Allogeneic programs:
P-BCMA-ALLO1	$	6,730	$	3,176	$	3,554
P-MUC1C-ALLO1		2,134		1,518		616
P-CD19CD20-ALLO1		708		990		(282	)
Total allogeneic programs		9,572		5,684		3,888
Autologous programs		236		362		(126	)
Total clinical stage programs		9,808		6,046		3,762
Preclinical stage programs and other unallocated expenses		9,556		9,074		482
Internal costs:
Personnel		18,387		18,372		15
Facilities and other		4,163		3,990		173
Total research and development expenses	$	41,914	$	37,482	$	4,432

~~Other Income, Net~~ 32

~~Other~~Table ~~income, net was $2.6 million for the three months ended June 30, 2024, compared to $2.5 million for the three months ended June 30, 2023. The increase~~ of ~~$0.1 million was primarily due to higher interest rates available.~~Contents

32Research and development expenses were $41.9 million for the three months ended September 30, 2024, compared to $37.5 million for the three months ended September 30, 2023. The increase in research and development expenses of $4.4 million was primarily due to an increase of $3.9 million in allogeneic clinical stage programs, driven mainly by an increase in overall enrollment of our allogeneic programs, and an increase in preclinical stage programs and other unallocated expenses of $0.5 million.

~~Table~~General ofand ~~Contents~~Administrative Expenses

~~Comparison~~General ofand administrative expenses were $10.1 million for the ~~Six~~three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2024, ~~and~~compared to $8.1 million for the three months ended September 30, 2023. The increase in general and administrative expenses of $2.0 million was primarily due to an increase of $1.4 million in legal and professional fees as a result of higher patent-related and other consulting costs, and an increase of $0.5 million in personnel costs.

~~The~~Interest ~~following~~Expense ~~table summarizes our results of operations (in thousands):~~

	Six Months Ended June 30,
	2024			2023			Change
Revenues:
Collaboration revenue	$	54,115		$	30,356		$	23,759
Total revenue		54,115			30,356			23,759
Operating expenses:
Research and development		88,468			77,244			11,224
General and administrative		21,980			20,483			1,497
Total operating expenses		110,448			97,727			12,721
Loss from operations		(56,333	)		(67,371	)		11,038
Other income (expense):
Interest expense		(4,512	)		(4,169	)		(343	)
Other income, net		5,200			5,237			(37	)
Net loss	$	(55,645	)	$	(66,303	)	$	10,658

Interest expense was $2.3 million for the three months ended September 30, 2024, compared to $2.2 million for the three months ended September 30, 2023 and consisted of interest on the principal balance outstanding under our term loans with Oxford Finance LLC, or Oxford. The increase in interest expense of $0.1 million was primarily due to higher interest rates.

~~Collaboration~~Other ~~Revenue~~Income, Net

~~Collaboration~~Other ~~revenue~~income, net was $542.18 million for the ~~six~~three months ended ~~June~~September 30, 2024, compared to $306.48 million for the ~~same~~three ~~period~~months inended September 30, 2023. The ~~increase~~decrease of $234.80 million was primarily due to athe ~~$25.6~~write ~~million~~off ~~increase~~of indeferred ~~revenue~~CIRM ~~recognized~~grant ~~from~~liability ~~the~~of ~~license~~$4.0 ~~and~~million ~~research~~during ~~services performed under~~ the ~~Roche~~three ~~Collaboration~~months ~~Agreement~~ended ~~driven~~September ~~by milestone recognition and an increase in reimbursed research and development expenses~~30, ~~and~~2023 ~~$11.9~~related ~~million~~to ~~of revenue recognized from~~ the ~~Astellas~~grant ~~Strategic~~awards ~~Agreements,~~that ~~offset~~we byno alonger ~~decrease~~intend into ~~revenue~~repay ~~recognized~~as ~~under~~a ~~the~~result ~~Takeda Collaboration Agreement~~ of ~~$13.7~~our ~~million~~decision ~~due~~ to ~~the~~not ~~agreement~~pursue ~~terminating~~additional inclinical ~~2023~~or ~~and~~other nodevelopment ~~remaining~~activities ~~activity~~for ~~performed during~~ the ~~six~~P-PSMA-101 ~~months ended June 30, 2024~~program.

~~Research~~Comparison ~~and~~of ~~Development~~the ~~Expenses~~Nine Months Ended September 30, 2024 and 2023

The following table summarizes our ~~research~~results ~~and~~of ~~development~~operations ~~expenses~~ (in thousands):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024			2023			Change
External costs:
Revenues:
Clinical stage programs:
Collaboration revenue	$	125,863		$	39,708		$	86,155
Allogeneic programs:
Total revenue		125,863			39,708			86,155
P-BCMA-ALLO1	$	10,364		$	5,051		$	5,313
Operating expenses:
P-MUC1C-ALLO1		4,267			2,920			1,347
Research and development		130,382			114,727			15,655
P-CD19CD20-ALLO1		2,259			—			2,259
General and administrative		32,072			28,576			3,496
Total allogeneic programs		16,890			7,971			8,919
Total operating expenses		162,454			143,303			19,151
Autologous programs		511			1,246			(735	)
Loss from operations		(36,591	)		(103,595	)		67,004
Total clinical stage programs		17,401			9,217			8,184
Other income (expense):
Preclinical stage programs and other unallocated expenses		26,494			23,968			2,526
Interest expense		(6,807	)		(6,404	)		(403	)
Internal costs:
Other income, net		8,031			12,025			(3,994	)
Personnel		36,392			35,870			522
Net loss before income tax		(35,367	)		(97,974	)		62,607
Facilities and other		8,181			8,189			(8	)
Income tax expense		(43	)		(107	)		64
Total research and development expenses	$	88,468		$	77,244		$	11,224
Net loss	$	(35,410	)	$	(98,081	)	$	62,671

33Collaboration Revenue

~~Table~~Collaboration revenue was $125.9 million for the nine months ended September 30, 2024 compared to $39.7 million for the same period in 2023. The increase of ~~Contents~~$86.2 million was primarily due to a $75.7 million increase in revenue recognized from the license and research services performed under the Roche Collaboration Agreement driven by milestone recognition and an increase in reimbursed research and development expenses, $23.7 million of revenue recognized from the Astellas Strategic Agreements, and $1.2 million in revenue recognized from the Astellas Collaboration Agreement which commenced in the second quarter of 2024, offset by a decrease in revenue recognized under the Takeda Collaboration Agreement of $14.4 million due to the agreement terminating in 2023 and no remaining activity performed during the nine months ended September 30, 2024.

Research and development expenses were $88.5 million for the six months ended June 30, 2024, compared to $77.2 million for the six months ended June 30, 2023. The increase in research and development expenses of $11.2 million was primarily due to an increase of $8.9 million in allogeneic clinical stage programs, driven mainly by an increase in overall enrollment of our allogeneic programs and the initiation of our third allogeneic clinical trial, P-CD19CD20-ALLO1, an increase in preclinical stage programs and other unallocated expenses of $2.5 million, and an increase of $0.5 million in personnel expenses as a result of annual compensation adjustments and equity grants, offset by a $0.7 million decrease driven by the wind-down of our autologous clinical development activities.33

~~General~~Table ~~and~~of ~~Administrative Expenses~~ Contents

~~General~~Research and ~~administrative~~Development expenses were $22.0 million for the six months ended June 30, 2024, compared to $20.5 million for the six months ended June 30, 2023. The increase in general and administrative expenses of $1.5 million was primarily due to an increase of $1.2 million primarily due to increases in legal fees related to patent expenses and the Astellas Collaboration agreement executed in the second quarter of 2024, an increase of $1.0 million in personnel expenses, mainly caused by an increase in headcount and annual compensation adjustments and equity grants, offset by a decrease of $0.5 million in D&O insurance costs.Expenses

~~Interest~~The ~~Expense~~following table summarizes our research and development expenses (in thousands):

Interest expense was $4.5 million for the six months ended June 30, 2024, compared to $4.2 million for the six months ended June 30, 2023. The increase in interest expense of $0.3 million was primarily due to higher interest rates.


	Nine Months Ended September 30,
	2024		2023		Change
External costs:
Clinical stage programs:
Allogeneic programs:
P-BCMA-ALLO1	$	17,095	$	8,227	$	8,868
P-MUC1C-ALLO1		6,401		4,438		1,963
P-CD19CD20-ALLO1		2,967		990		1,977
Total allogeneic programs		26,463		13,655		12,808
Autologous programs		747		1,607		(860	)
Total clinical stage programs		27,210		15,262		11,948
Preclinical stage programs and other unallocated expenses		36,050		33,043		3,007
Internal costs:
Personnel		54,779		54,244		535
Facilities and other		12,343		12,178		165
Total research and development expenses	$	130,382	$	114,727	$	15,655

~~Other~~Research ~~Income~~and development expenses were $130.4 million for the nine months ended September 30, ~~Net~~2024, compared to $114.7 million for the nine months ended September 30, 2023. The increase in research and development expenses of $15.7 million was primarily due to an increase of $12.8 million in allogeneic clinical stage programs, driven mainly by an increase in overall enrollment of our allogeneic programs and the initiation of our third allogeneic clinical trial, P-CD19CD20-ALLO1, an increase in preclinical stage programs and other unallocated expenses of $3.0 million, and an increase of $0.5 million in personnel expenses as a result of annual compensation adjustments and equity grants, offset by a $0.9 million decrease driven by the wind-down of our autologous clinical development activities.

~~Other~~General ~~income, net was $5.2 million for each of the six months ended June 30, 2024~~ and ~~2023.~~Administrative ~~The~~Expenses ~~change between the comparative periods was flat.~~

~~Liquidity~~General and ~~Capital~~administrative ~~Resources~~expenses were $32.1 million for the nine months ended September 30, 2024, compared to $28.6 million for the nine months ended September 30, 2023. The increase in general and administrative expenses of $3.5 million was primarily due to an increase of $2.6 million in legal and professional fees as a result of higher patent-related and other consulting costs, an increase of $1.4 million in personnel costs, mainly caused by an increase in headcount, offset by a decrease of $0.6 million in insurance costs.

~~Since~~Interest ~~our~~Expense inception in 2014, we have incurred significant operating losses and negative cash flows from operations and have relied on our ability to fund our operations primarily through equity and debt financings and strategic collaborations. For the six months ended June 30, 2024 we have incurred a net loss of $55.6 million, and positive cash flows from operations of $23.3 million. We expect to continue to incur net losses and that we will incur negative cash flows from operations for at least the next several years. As of June 30, 2024, we had an accumulated deficit of $649.9 million.

~~Our~~Interest ~~operations~~expense towas ~~date~~$6.8 ~~have~~million ~~focused~~for onthe ~~organizing~~nine ~~and~~months ~~staffing~~ended ~~our~~September ~~company~~30, ~~business planning~~2024, ~~raising~~compared ~~capital,~~to ~~in-licensing~~$6.4 ~~and~~million ~~acquiring~~for ~~intellectual~~the ~~property~~nine ~~rights~~months ~~and~~ended ~~establishing~~September ~~and protecting our intellectual property portfolio~~30, ~~developing~~2023. ~~our~~The ~~genetic~~increase ~~engineering~~in ~~technologies,~~interest ~~identifying~~expense ~~potential product candidates and undertaking research and development and manufacturing activities, including preclinical studies and clinical trials~~ of ~~our~~$0.4 ~~product~~million ~~candidates,~~was ~~and~~primarily ~~engaging~~due into ~~strategic~~higher ~~transactions~~interest rates.

~~Our~~Other ~~primary use of cash is to fund our operating expenses~~Income, which consist primarily of research and development expenditures including payroll and external costs associated with our preclinical and clinical stage programs, and to a lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.Net

WeOther ~~have not yet commercialized any of our product candidates and we do not expect to generate revenue from sales of any product candidates for several years~~income, ifnet atwas ~~all~~$8.0 Wemillion ~~have~~for ~~funded~~the ~~our~~nine ~~operations~~months ~~primarily~~ended ~~through~~September ~~the sale of equity~~30, ~~debt financings and strategic collaborations. Since our inception~~2024, wecompared ~~have~~to ~~raised~~ $~~305~~12.40 million offor ~~gross proceeds from~~ the ~~sale~~nine ofmonths ~~our~~ended ~~common~~September ~~stock in our public offerings~~30, ~~$334~~2023.3 ~~million~~The ofdecrease ~~gross proceeds from the sale~~ of ~~shares of our redeemable convertible preferred stock, received~~ $604.0 million ofwas ~~gross~~primarily ~~proceeds~~driven ~~from~~by ~~borrowings~~a ~~under~~write ~~our~~off ~~loan agreement and received an aggregate~~ of ~~$23.8~~deferred ~~million~~CIRM in grant ~~funding~~liability ~~from CIRM. In the fourth quarter~~ of ~~2021, we entered into the Takeda Collaboration Agreement and received an upfront payment of~~ $454.0 million. Induring the ~~third~~nine ~~quarter~~months ofended ~~2022~~September 30, we2023 ~~entered~~related ~~into~~to the ~~Roche~~grant ~~Collaboration~~awards ~~Agreement~~that ~~and received an upfront payment of $110.0 million. In the third quarter of 2023,~~ we ~~entered~~no ~~into~~longer ~~the~~intend ~~Securities~~to ~~Purchase~~repay ~~Agreement~~as ~~and the Astellas Strategic Rights Letter, receiving~~ a ~~one-time~~result ~~payment~~ of ~~$50.0~~our ~~million.~~decision Into ~~the~~not ~~second~~pursue ~~quarter~~additional ofclinical ~~2024,~~or weother ~~entered~~development ~~into~~activities for the ~~Astellas~~P-PSMA-101 ~~Collaboration Agreement, receiving an upfront payment of $50~~program.~~0 million.~~

WeLiquidity ~~expect that our cash, cash equivalents~~ and ~~short-term~~Capital ~~investments~~Resources ~~as of June 30, 2024, of $237.8 million will be sufficient to fund our operations for at least the next twelve months from the date of issuance of the financial statements included in this Quarterly~~

34Since our inception in 2014, we have incurred significant operating losses and negative cash flows from operations and have relied on our ability to fund our operations primarily through equity and debt financings and strategic collaborations. For the nine months ended September 30, 2024 we have incurred a net loss of $35.4 million, and positive cash flows from operations of $13.7 million. We expect to continue to incur net losses and that we will incur negative cash flows from operations for at least the next several years. As of September 30, 2024, we had an accumulated deficit of $629.7 million.

~~Table~~Our ofoperations ~~Contents~~to date have focused on organizing and staffing our company, business planning, raising capital, in-licensing and acquiring intellectual property rights and establishing and protecting our intellectual property portfolio, developing our genetic

~~Report on Form 10-Q. In the long term, we will need additional financing to support our continuing operations and pursue our growth strategy.~~34

WeTable do not expect to generate any revenues from product sales unless and until we successfully complete development and obtain regulatory approval for P-MUC1C-ALLO1 or any other product candidates, which will not be for at least the next several years, if ever. If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution activities. Accordingly, until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through equity offerings, debt financings or other capital sources, including potential grants, collaborations, licenses or other similar arrangements. However, we may not be able to secure additional financing or enter into such other arrangements in a timely manner or on favorable terms, if at all. Especially in light of public health crises, current financial conditions within the banking industry, liquidity levels as well as recent or anticipated changes in interest rates and economic inflation, there can be no assurances that we will be able to secure such additional sources of funds to support our operations, or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, reduce or terminate our research and development programs or other operations, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.Contents

~~Loan~~engineering ~~Agreement~~technologies, identifying potential product candidates and undertaking research and development and manufacturing activities, including preclinical studies and clinical trials of our product candidates, and engaging in strategic transactions.

InOur ~~2017~~primary use of cash is to fund our operating expenses, wewhich ~~entered~~consist ~~into~~primarily aof ~~loan~~research and ~~security~~development ~~agreement~~expenditures including payroll and external costs associated with ~~Oxford~~our preclinical and clinical stage programs, asand ~~subsequently~~to ~~amended~~a lesser extent, orgeneral and administrative expenditures. Cash used to fund operating expenses is impacted by the ~~Amended~~timing ~~Loan~~of ~~Agreement~~when we pay these expenses, ~~for~~as areflected ~~total~~in the change in our outstanding ~~balance~~accounts ofpayable ~~$30.0~~and ~~million~~accrued expenses.

InWe ~~February~~have ~~2022,~~not weyet ~~entered~~commercialized ~~into~~any aof ~~new~~our ~~Loan~~product candidates and ~~Security~~we ~~Agreement,~~do ornot ~~the~~expect ~~2022~~to ~~Loan~~generate ~~Agreement~~revenue from sales of any product candidates for several years, ~~with~~if ~~Oxford~~at all. ~~Pursuant~~We tohave funded our operations primarily through the ~~terms~~sale of ~~the~~equity, ~~2022~~debt ~~Loan~~financings ~~Agreement~~and strategic collaborations. Since our inception, we ~~borrowed~~have raised $60305.04 million of gross proceeds from the sale of our common stock in ~~term~~our ~~loans~~public offerings, a$334.3 ~~portion~~million of ~~which~~gross ~~was~~proceeds ~~used~~from tothe ~~repay~~sale ~~the~~of ~~balance~~shares ~~outstanding~~of ~~under~~our ~~the~~redeemable ~~Amended~~convertible ~~Loan~~preferred ~~Agreement.~~stock, ~~Under~~received ~~the~~$60.0 ~~2022~~million ~~Loan~~of ~~Agreement~~gross ~~the~~proceeds ~~initial~~from ~~interest-only~~borrowings ~~period~~under isour ~~through~~loan ~~April~~agreement 1,and ~~2025,~~received ~~followed~~an byaggregate of $23.8 ~~equal~~million ~~monthly~~in ~~payments~~grant funding from CIRM. In the fourth quarter of ~~principal~~2021, we entered into the Takeda Collaboration Agreement and ~~applicable~~received ~~interest~~an upfront payment of $45.0 million. In ~~September~~the third quarter of 2022, awe ~~qualifying~~entered ~~equity~~into ~~event,~~the asRoche ~~defined~~Collaboration inAgreement and received an upfront payment of $110.0 million. In the ~~2022~~third ~~Loan~~quarter ~~Agreement~~of 2023, ~~was~~we ~~achieved~~entered ~~which~~into ~~extended~~ the ~~interest-only~~Securities ~~period~~Purchase ~~through~~Agreement ~~April~~and 1,the ~~2026,~~Astellas ~~followed~~Strategic byRights 11Letter, ~~equal~~receiving ~~monthly~~a ~~payments~~one-time payment of ~~principal~~$50.0 ~~and~~million. ~~applicable~~In ~~interest.~~the Assecond aquarter ~~result~~of 2024, ~~all~~we ~~amounts~~entered ~~outstanding~~into ~~under~~ the ~~2022~~Astellas ~~Loan~~Collaboration Agreement, ~~will~~receiving ~~mature~~an onupfront ~~February~~payment 1,of ~~2027~~$50.0 million.

AsWe ~~the~~expect ~~London~~that ~~Interbank~~our ~~Offered~~cash, ~~Rate~~cash ~~(“LIBOR”)~~equivalents ~~ceased~~and ~~publication~~short-term oninvestments ~~June~~as of September 30, ~~2023~~2024, weof ~~now~~$230.9 ~~utilize~~million ~~the~~will ~~Secured~~be ~~Overnight~~sufficient ~~Financing~~to ~~Rate~~fund ~~(“SOFR”)~~our tooperations ~~calculate~~for ~~the~~at ~~amount~~least ofthe ~~accrued~~next ~~interest~~twelve onmonths ~~our~~from ~~borrowings.~~the ~~SOFR~~date isof aissuance ~~measure~~ of the ~~cost~~financial ofstatements ~~borrowing~~included ~~cash~~in ~~overnight,~~this ~~collateralized~~Quarterly byReport Uon Form 10-Q.S. ~~Treasury~~In ~~securities~~the long term, ~~and~~we iswill ~~based~~need onadditional ~~directly~~financing ~~observable~~to ~~U.S.~~support ~~Treasury-backed~~our ~~repurchase~~continuing ~~transactions~~operations and pursue our growth strategy.

~~The~~We ~~balance~~do ~~outstanding~~not ~~under~~expect ~~the~~to ~~2022~~generate ~~Loan~~any ~~Agreement~~revenues ~~bore~~from ~~interest~~product atsales aunless ~~floating~~and ~~per~~until ~~annum~~we ~~rate~~successfully ~~equal~~complete todevelopment ~~7.83%~~and ~~plus~~obtain ~~the~~regulatory ~~greater~~approval offor ~~(a)~~P-MUC1C-ALLO1 ~~the~~or ~~30-day~~any ~~USD~~other ~~LIBOR~~product ~~rate~~candidates, ~~and~~which ~~(b)~~will ~~0.11%.~~not ~~The~~be ~~2022~~for ~~Loan~~at ~~Agreement~~least ~~included~~the anext ~~provision~~several ~~addressing~~years, ~~replacement~~if ofever. ~~LIBOR~~If ~~with~~we anobtain ~~alternate~~regulatory ~~benchmark~~approval ~~rate~~for any of our product candidates, ~~when~~we ~~LIBOR~~expect ~~was~~to ~~phased~~incur ~~out~~significant oncommercialization ~~June~~expenses 30related to product sales, ~~2023~~marketing, manufacturing and distribution activities. ~~Effective~~Accordingly, ~~July~~until 1such time, ~~2023~~if ever, ~~the~~as ~~balance~~we ~~outstanding~~can ~~under~~generate ~~the~~substantial ~~2022~~product ~~Loan~~revenue, ~~Agreement~~we ~~bears~~expect ~~interest~~to atfinance aour ~~floating~~operations ~~per~~through ~~annum~~equity ~~rate~~offerings, ~~equal~~debt tofinancings ~~the~~or ~~greater~~other ofcapital ~~(a)~~sources, 7including potential grants, collaborations, licenses or other similar arrangements.~~94%~~ ~~and~~However, ~~(b)~~we ~~the~~may ~~sum~~not ofbe ~~(i)~~able ~~the~~to ~~1-Month~~secure ~~CME~~additional ~~Term~~financing ~~SOFR~~or enter into such other arrangements in a timely manner or on ~~the~~favorable ~~last~~terms, ~~business~~if ~~day~~at all. Especially in light of ~~the~~public ~~month~~health ~~that~~crises, ~~immediately~~current ~~precedes~~financial conditions within the ~~month~~banking inindustry, ~~which~~liquidity ~~the~~levels as well as recent or anticipated changes in interest ~~will~~rates ~~accrue~~and economic inflation, ~~(ii)~~there ~~0.10%~~can ~~and~~be ~~(iii)~~no ~~7.83%.~~assurances Asthat we will be able to secure such additional sources of ~~June~~funds 30to support our operations, ~~2024~~or, ~~the~~if ~~interest~~such ~~rate~~funds ~~applicable~~are available to us, that such additional financing will be sufficient to meet our ~~Term~~needs. ~~Loans~~Our ~~borrowing~~failure ~~was~~to 13raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, reduce or terminate our research and development programs or other operations, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.~~26%.~~

~~We have an option to repay the outstanding debt under the 2022~~ Loan Agreement at any time in increments of $5.0 million, with no prepayment penalty. Consistent with the Amended Loan Agreement, there is a 7.5% final payment fee payable on the earlier of (i) the new maturity date, (ii) acceleration of the new loan, or (iii) the prepayment of the new loan.

~~Cash~~In ~~Flows~~2017, we entered into a loan and security agreement with Oxford, as subsequently amended, or the Amended Loan Agreement, for a total outstanding balance of $30.0 million.

~~The~~In ~~following~~February ~~table~~2022, ~~sets~~we ~~forth~~entered ~~the~~into ~~primary~~a ~~sources~~new Loan and ~~uses~~Security Agreement, or the 2022 Loan Agreement, with Oxford. Pursuant to the terms of ~~cash~~the 2022 Loan Agreement, we borrowed $60.0 million in term loans, a portion of which was used to repay the balance outstanding under the Amended Loan Agreement. Under the 2022 Loan Agreement the initial interest-only period is through April 1, 2025, followed by 23 equal monthly payments of principal and ~~cash~~applicable ~~equivalents~~interest. (In September 2022, a qualifying equity event, as defined in ~~thousands):~~the 2022 Loan Agreement, was achieved which extended the interest-only period through April 1, 2026, followed by 11 equal monthly payments of principal and applicable interest. As a result, all amounts outstanding under the 2022 Loan Agreement will mature on February 1, 2027.

	Six Months Ended June 30,
	2024			2023
Cash provided by (used in) operating activities	$	23,315		$	(71,311	)
Cash provided by (used in) investing activities		(37,199	)		38,658
Cash provided by (used in) financing activities		(43	)		1,186
Net decrease in cash and cash equivalents	$	(13,927	)	$	(31,467	)

As the London Interbank Offered Rate (“LIBOR”) ceased publication on June 30, 2023, we now utilize the Secured Overnight Financing Rate (“SOFR”) to calculate the amount of accrued interest on our borrowings. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions.

35The balance outstanding under the 2022 Loan Agreement bore interest at a floating per annum rate equal to 7.83% plus the greater of (a) the 30-day USD LIBOR rate and (b) 0.11%. The 2022 Loan Agreement included a provision addressing replacement of

~~Table of Contents~~35

~~Cash~~Table ~~Provided~~of ~~by (Used in) Operating Activities~~Contents

~~During~~LIBOR ~~the~~with ~~six~~an ~~months~~alternate ~~ended~~benchmark ~~June 30~~rate, ~~2024,~~when ~~net~~LIBOR ~~cash provided by operating activities~~ was ~~$23.3~~phased ~~million,~~out ~~primarily~~on resulting from our net loss of $55.6 million, offset by a net cash increase from changes in our operating assets and liabilities of $66.2 million and non-cash expenses of $12.8 million. Net cash increase from changes in our operating assets and liabilities for the six months ended June 30, ~~2024 consisted primarily of a $70~~2023.4 ~~million~~Effective ~~increase~~July in1, ~~deferred revenue~~2023, ~~driven primarily by~~ the ~~upfront~~balance ~~payment~~outstanding ~~received~~under at the ~~inception~~2022 ofLoan ~~the Astellas Collaboration~~ Agreement ~~and~~bears ~~developmental~~interest ~~milestones~~at ~~received~~a ~~under~~floating ~~the~~per ~~Roche~~annum ~~Collaboration~~rate ~~Agreement,~~equal ~~and~~to athe ~~$1.8~~greater ~~million decrease in operating lease right-~~of~~-use~~ ~~assets, and~~ (a) $07.994% ~~million decrease in prepaid expenses~~ and ~~other~~(b) ~~current~~the ~~assets,~~sum ~~partially~~of ~~offset~~(i) bythe a1-Month ~~$3.4~~CME ~~million~~Term ~~increase~~SOFR inon ~~accounts~~the ~~receivable~~last ~~due~~business today ~~increase~~of inthe ~~reimbursed~~month ~~revenue~~that ~~earned,~~immediately aprecedes ~~$2.0~~the ~~million~~month ~~decrease~~ in ~~operating~~which ~~lease~~the ~~liabilities,~~interest awill ~~$1.3 million decrease in accrued expenses and other liabilities~~accrue, ~~and~~(ii) ~~a $~~0.310% ~~million~~and ~~decrease~~(iii) ~~in accounts payable~~7.83%. ~~Non-cash~~As ~~charges consisted primarily~~ of ~~$13.0~~September ~~million in stock-based compensation~~30, ~~$2.7 million in depreciation and amortization expense~~2024, ~~and~~the ~~$0.5~~interest ~~million~~rate inapplicable ~~accretion~~to ofour ~~discount~~Term onLoans ~~issued~~borrowing ~~term~~was ~~debt, partially offset by $3~~13.~~5 million in accretion of discount on investment securities, net~~13%.

~~During~~We ~~the~~have ~~six~~an ~~months~~option ~~ended~~to ~~June~~repay ~~30,~~the ~~2023,~~outstanding ~~net~~debt ~~cash~~under ~~used~~the in2022 ~~operating~~Loan ~~activities~~Agreement ~~was~~at ~~$71.3~~any ~~million,~~time ~~primarily resulting from our net loss of $66.3 million and a net cash decrease from changes~~ in ~~our~~increments ~~operating assets and liabilities~~ of $165.80 million, ~~partially~~with ~~offset~~no byprepayment ~~non-cash expenses of $11~~penalty.8 ~~million.~~Consistent ~~Net~~with ~~cash decrease from changes in our operating assets and liabilities for~~ the ~~six~~Amended ~~months~~Loan ~~ended June 30~~Agreement, ~~2023~~there ~~consisted~~is ~~primarily of~~ a ~~$12~~7.45% ~~million~~final ~~decrease~~payment infee ~~deferred~~payable ~~revenue,~~on athe ~~$4.6~~earlier ~~million~~of ~~decrease~~(i) inthe ~~accrued~~new ~~expenses~~maturity ~~and other liabilities~~date, a(ii) ~~$2.8~~acceleration million increase in accounts receivable, and a $1.8 million decrease in operating lease liabilities, partially offset by a $3.2 million decrease in prepaid expenses and other current assets, and a $1.7 million increase in operating lease right-of~~-use~~ ~~assets.~~the ~~Non-cash~~new ~~charges consisted primarily of $13.0 million in stock-based compensation and $2.7 million in depreciation and amortization expense~~loan, ~~partially~~or ~~offset~~(iii) bythe ~~$4.2~~prepayment ~~million in accretion~~ of ~~discount~~the onnew ~~investment securities, net~~loan.

Cash ~~Provided~~Flows ~~by (Used in) Investing Activities~~

~~During~~The ~~the~~following ~~six~~table ~~months~~sets ~~ended~~forth ~~June~~the ~~30,~~primary ~~2024,~~sources ~~cash used in investing activities was $37.2 million, consisting of $156.1 million in purchases of short-term investments~~ and ~~$1.1~~uses ~~million in purchases~~ of ~~property~~cash and ~~equipment,~~cash ~~partially~~equivalents ~~offset by $120.0 million~~ (in ~~proceeds~~thousands): ~~from maturities of short-term investments.~~

During the six months ended June 30, 2023, cash provided by investing activities was $38.7 million, consisting of $150.0 million in proceeds from maturities of short-term investments, partially offset by $109.4 million in purchases of short-term investments and $2.0 million in purchases of property and equipment.


	Nine Months Ended September 30,
	2024			2023
Cash provided by (used in) operating activities	$	13,721		$	(63,423	)
Cash used in investing activities		(9,552	)		(8,579	)
Cash provided by financing activities		699			16,127
Net increase (decrease) in cash and cash equivalents	$	4,868		$	(55,875	)

~~The~~Cash ~~timing~~Provided ~~of purchases and sales of our investments is driven~~ by ~~available~~(Used cash balance and maturity of existing investments. The purchase of property and equipment for all periods related to equipment purchases as we expanded our research and development and manufacturing activities, in) ~~addition~~Operating ~~to corporate office space.~~Activities

~~Cash~~During ~~Provided~~the nine months ended September 30, 2024, net cash provided by ~~(Used~~operating activities was $13.7 million, primarily resulting from our net loss of $35.4 million, offset by a net cash increase from changes in) ~~Financing~~our ~~Activities~~operating assets and liabilities of $31.8 million and non-cash expenses of $17.3 million. Net cash increase from changes in our operating assets and liabilities for the nine months ended September 30, 2024 consisted primarily of a $37.9 million increase in deferred revenue, driven primarily by the upfront payment received at the inception of the Astellas Collaboration Agreement and developmental milestones received under the Roche Collaboration Agreement, and a $2.7 million decrease in operating lease right-of-use assets, and a $1.9 million increase in accounts payable, partially offset by a $5.7 million increase in accounts receivable due to increase in reimbursed revenue earned, a $3.0 million decrease in operating lease liabilities, and a $1.9 million decrease in accrued expenses and other liabilities. Non-cash charges consisted primarily of $18.0 million in stock-based compensation, $4.0 million in depreciation and amortization expense, and $0.8 million in accretion of discount on issued term debt, partially offset by $5.5 million in accretion of discount on investment securities, net.

During the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2023, net cash used in ~~financing~~operating activities was $4363.4 ~~thousand~~million, ~~consisting~~primarily resulting from our net loss of $98.1 million, offset by a net cash increase from changes in our operating assets and liabilities of $22.0 million and non-cash expenses of $12.6 million. ofNet cash increase from changes in our operating assets and liabilities for the ~~taxes~~nine ~~paid~~months ended September 30, 2023 consisted primarily of a $22.5 million increase in deferred revenue related primarily to ~~net~~the ~~share~~Astellas ~~settlement~~strategic rights agreement, a $2.5 million decrease in operating lease right-of-use ~~equity~~assets, ~~awards~~a $1.6 million decrease in prepaid expenses and other current assets, and a $0.4 million decrease in accounts receivable, partially offset by a $2.7 million decrease in operating lease liabilities, and a $2.6 million decrease in accrued expenses and other liabilities. Non-cash charges consisted primarily of $18.1 million in stock-based compensation, $4.2 million in depreciation and amortization expense, and $0.56 million in accretion of ~~proceeds~~discount ~~from~~on ~~purchases~~issued ~~under~~term ~~our~~debt, ~~ESPP~~partially offset by $6.2 million in accretion of discount on investment securities, net, and ~~exercises~~$0.4 million write off of ~~stock~~the ~~options~~deferred CIRM grant liability.

~~During~~Cash ~~the~~Used ~~six~~in ~~months~~Investing ended June 30, 2023, net cash provided by financing activities was $1.2 million, consisting of $0.9 million net proceeds from periodic issuances and sales of our common stock under the Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., $0.8 million of net proceeds from purchases under our 2020 Employee Stock Purchase Plan and exercises of stock options, partially offset by $0.5 million of the taxes paid related to net share settlement of equity awards.Activities

~~Contractual~~During ~~Obligations~~the nine months ended September 30, 2024, cash used in investing activities was $9.6 million, consisting of $187.8 million in purchases of short-term investments and ~~Commitments~~$1.8 million in purchases of property and equipment, partially offset by $180.0 million in proceeds from maturities of short-term investments.

WeDuring ~~enter into contracts in~~ the ~~normal~~nine ~~course~~months ofended ~~business~~September ~~with~~30, ~~contract research organizations~~2023, ~~CMOs~~cash ~~and~~used ~~other~~in ~~third~~investing ~~parties~~activities ~~for~~was ~~preclinical~~$8.6 ~~research studies~~million, ~~clinical~~consisting ~~trials~~of ~~and testing and manufacturing services~~$215.8 ~~These~~million ~~contracts~~in dopurchases ~~not~~of ~~contain~~short-term ~~minimum~~investments, ~~purchase commitments~~ and ~~are cancelable by us upon prior written notice~~$2.8 ~~Payments~~million ~~due~~in ~~upon~~purchases ~~cancellation consist~~ of ~~payments~~property ~~for~~and ~~services provided or expenses incurred~~equipment, ~~including~~partially ~~noncancelable~~offset ~~obligations~~by of$210.0 ~~our~~million ~~service~~in ~~providers,~~proceeds upfrom tomaturities ~~one year after the date~~ of ~~cancellation.~~short-term ~~The amount and timing of such payments are not known~~investments.

WeThe ~~have~~timing ~~also~~of ~~entered~~purchases ~~into~~and ~~several~~sales ~~license~~of ~~agreements~~our ~~under~~investments ~~which~~is wedriven ~~are~~by ~~obligated~~available tocash ~~make~~balance ~~aggregate~~and ~~milestone~~maturity ~~payments upon the achievement~~ of ~~specified~~existing ~~preclinical, clinical and regulatory milestones as well as royalty payments~~investments. The ~~payment~~purchase ~~obligations~~of ~~under~~property ~~these~~and ~~license~~equipment ~~agreements~~for ~~are~~all ~~contingent~~periods ~~upon~~related ~~future~~to ~~events,~~equipment ~~such~~purchases as ~~our~~we ~~achievement~~expanded ofour ~~specified~~research ~~milestones~~and ordevelopment ~~generating~~and ~~product~~manufacturing ~~sales.~~activities, Wein ~~record~~addition ~~these milestone payments when they are estimable and probable~~ to becorporate ~~achieved.~~office ~~Estimating the timing or likelihood of achieving these milestones or generating future product sales requires significant judgment and is subject to uncertainty~~space.

Table of Contents

~~During~~Cash ~~the~~Provided ~~six~~by ~~months~~Financing ended June 30, 2024, there were no significant changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report.Activities

~~Critical~~During ~~Accounting~~the ~~Policies~~nine ~~and~~months ~~Significant~~ended ~~Judgments~~September 30, 2024, net cash provided by financing activities was $0.7 million, consisting of $1.3 million of proceeds from purchases under our ESPP and ~~Estimates~~exercises of stock options, partially offset by $0.6 million of the taxes paid related to net share settlement of equity awards.

~~Management’s~~During ~~discussion~~the ~~and~~nine ~~analysis~~months ofended ~~our~~September ~~financial~~30, ~~condition~~2023, ~~and~~net ~~results~~cash ofprovided ~~operations~~by ~~are~~financing ~~based~~activities ~~upon~~was ~~our~~$16.1 ~~financial statements~~million, ~~which~~consisting ~~are~~of ~~prepared~~$14.4 inmillion ~~accordance~~of ~~with~~net ~~accounting~~proceeds ~~principles~~from ~~that~~private ~~are~~placement ~~generally~~of ~~accepted~~common instock ~~the~~with ~~United States~~Astellas, $1.3 ~~The~~million ~~preparation~~ of ~~these~~net ~~financial~~proceeds ~~statements~~from ~~requires~~purchases usunder toour ~~make~~ESPP ~~estimates~~ and ~~judgments~~exercises ~~that affect the reported amounts~~ of ~~assets~~stock ~~and liabilities~~options, ~~related~~and ~~disclosure~~$0.9 million of ~~contingent~~net ~~liabilities~~proceeds atfrom ~~the~~periodic ~~date~~issuances ~~of the financial statements,~~ and ~~the~~sales ~~reported amounts~~ of ~~expenses and other income during the reporting period. We continually evaluate~~ our ~~estimates~~common ~~and~~stock ~~judgments,~~under the ~~most~~Controlled ~~critical~~Equity ofOfferingSM ~~which~~Sales ~~are~~Agreement ~~those~~with ~~related~~Cantor toFitzgerald ~~revenue~~& ~~recognition~~Co., ~~preclinical~~partially ~~and~~offset ~~clinical~~by ~~study accruals and stock-based compensation costs~~$0.5 Wemillion ~~base~~of ~~our~~the ~~estimates~~taxes ~~and~~paid ~~judgments~~related ~~on historical experience and other factors that we believe~~ to benet ~~reasonable~~share ~~under~~settlement ~~the~~of ~~circumstances.~~equity ~~Materially different results can occur as circumstances change and additional information becomes known~~awards.

~~There~~Contractual ~~were~~Obligations ~~no significant changes during the six months ended June 30, 2024 to the items that we disclosed as our critical accounting policies~~ and ~~estimates in Note 2 to our audited consolidated financial statements included in our 2023 Annual Report.~~Commitments

~~JOBS~~We ~~Act~~enter into contracts in the normal course of business with contract research organizations, CMOs and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts do not contain minimum purchase commitments and are cancelable by us upon prior written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to one year after the date of cancellation. The amount and timing of such payments are not known.

We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have ~~elected~~also toentered ~~use~~into ~~this~~several ~~the~~license ~~extended~~agreements ~~transition period~~ under ~~the~~which ~~JOBS Act until the earlier of the date~~ we ~~(i)~~ are noobligated ~~longer~~to anmake ~~emerging~~aggregate ~~growth~~milestone ~~company~~payments orupon ~~(ii)~~the ~~affirmatively~~achievement ~~and irrevocably opt out~~ of ~~the~~specified ~~extended transition period provided in the JOBS Act. As a result~~preclinical, ~~our~~clinical ~~consolidated~~and ~~financial~~regulatory ~~statements~~milestones ~~may~~as ~~not~~well ~~be comparable to companies that comply with new or revised accounting pronouncements~~ as ofroyalty ~~public company effective dates~~payments. The ~~JOBS~~payment ~~Act~~obligations ~~also~~under ~~allows~~these uslicense toagreements ~~take advantage of certain exemptions from various reporting requirements that~~ are ~~applicable~~contingent toupon ~~other~~future ~~public companies that are not emerging growth companies~~events, ~~including~~such ~~relief~~as ~~from~~our ~~the~~achievement ~~auditor attestation requirements~~ of ~~Section~~specified ~~404~~milestones ofor ~~the~~generating ~~Sarbanes-Oxley~~product ~~Act~~sales. ofWe ~~2002,~~record asthese ~~amended,~~milestone ~~less~~payments ~~extensive~~when ~~disclosure~~they ~~obligations~~are ~~regarding~~estimable ~~executive compensation in our registration statements, periodic reports~~ and ~~proxy~~probable ~~statements, exemptions from the requirements~~ to ~~hold~~be ~~a nonbinding advisory vote on executive compensation, and exemptions from stockholder approval of any golden parachute payments not previously approved~~achieved. WeEstimating ~~may~~the ~~also~~timing ~~elect~~or tolikelihood ~~take advantage~~ of ~~other~~achieving ~~reduced~~these ~~reporting~~milestones ~~requirements~~or ingenerating future ~~filings.~~product Assales arequires ~~result,~~significant ~~our~~judgment ~~stockholders may not have access to certain information that they may deem important~~ and ~~the~~is ~~information~~subject ~~that we provide~~ to ~~our stockholders may be different than, and not comparable to, information presented by other public reporting companies~~uncertainty.

WeDuring ~~will remain an emerging growth company until~~ the ~~earliest~~nine tomonths ~~occur~~ended ~~of:~~September ~~(1)~~30, ~~the~~2024, ~~last~~there ~~day~~were ofno ~~the~~significant ~~fiscal~~changes ~~year~~to inour ~~which~~contractual weobligations ~~have~~and ~~more~~commitments ~~than~~described ~~$1.235~~under ~~billion~~Management’s inDiscussion ~~annual~~and ~~revenue;~~Analysis ~~(2)~~of ~~the~~Financial ~~date~~Condition weand ~~qualify~~Results ~~as a “large accelerated filer,” with at least $700.0 million~~ of ~~equity~~Operations ~~securities held by non-affiliates; (3) the date on which we have issued more than $1.0 billion~~ in ~~non-convertible~~our ~~debt~~2023 ~~securities~~Annual ~~during the prior three-year period; and (4) December 31, 2025~~Report.

WeCritical ~~are~~Accounting ~~also~~Policies a smaller reporting company, as defined in the Securities Exchange Act of 1934. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and ~~will~~Significant beJudgments ~~able to take advantage of these scaled disclosures for so long as (i) our voting~~ and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.Estimates

~~Recent~~Management’s ~~Accounting~~discussion ~~Pronouncements~~and analysis of our financial condition and results of operations are based upon our financial statements, which are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses and other income during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to revenue recognition, preclinical and clinical study accruals and stock-based compensation costs. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

AThere ~~description~~were ofno ~~recently~~significant ~~issued~~changes ~~accounting~~during ~~pronouncements~~the ~~that~~nine ~~may~~months ~~potentially~~ended ~~impact~~September ~~our~~30, ~~financial~~2024 ~~position,~~to ~~results~~the ofitems ~~operations~~that orwe ~~cash~~disclosed ~~flows~~as isour ~~disclosed~~critical accounting policies and estimates in Note 2 to our ~~condensed~~audited consolidated financial statements included in our 2023 Annual Report.

37JOBS Act

~~Table~~We are an emerging growth company, as defined in Section 2(a) of ~~Contents~~the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this the extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. The JOBS Act also allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including relief from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, less extensive disclosure obligations regarding executive compensation in our registration statements, periodic reports and proxy statements, exemptions from the requirements to hold a nonbinding advisory vote on executive compensation, and exemptions from stockholder approval of any golden parachute payments not previously approved. We may also elect to take advantage of other reduced reporting requirements in future filings. As a result, our stockholders may not have access to certain information that they

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~37

~~Interest~~Table ~~Rate~~of ~~Risk~~Contents

Asmay ofdeem ~~June~~important ~~30, 2024, we had cash, cash equivalents~~ and ~~short-term~~the ~~investments~~information ofthat ~~$237.8~~we ~~million.~~provide ~~Cash consists of deposits with financial institutions. Interest income is sensitive~~ to ~~changes~~our instockholders ~~the~~may ~~general~~be ~~level~~different ~~of interest rates. However~~than, ~~due~~and tonot ~~the~~comparable ~~nature of these investments~~to, ainformation ~~hypothetical 10% change in interest rates during any of the periods~~ presented ~~would~~by ~~not~~other ~~have~~public ~~had~~reporting ~~a material impact on our consolidated financial statements~~companies.

AsWe ofwill ~~June~~remain ~~30,~~an ~~2024,~~emerging wegrowth ~~had~~company ~~$60.0~~until ~~million~~the ofearliest ~~borrowings~~to ~~outstanding~~occur ~~under~~of: (1) the ~~2022~~last ~~Loan~~day ~~Agreement,~~of ~~bearing~~the ~~interest~~fiscal atyear ain ~~variable~~which ~~rate~~we ~~equal~~have tomore ~~the~~than ~~greater~~$1.235 ofbillion ~~(a)~~in ~~7.94%~~annual ~~and~~revenue; (b2) the ~~sum~~date ofwe ~~(i)~~qualify ~~the~~as ~~1-Month~~a ~~CME~~“large ~~Term~~accelerated ~~SOFR~~filer,” onwith ~~the~~at ~~last~~least ~~business~~$700.0 ~~day~~million of ~~the~~equity ~~month~~securities ~~that~~held ~~immediately~~by ~~precedes~~non-affiliates; (3) the ~~month~~date inon which ~~the~~we ~~interest~~have ~~will~~issued ~~accrue,~~more ~~(ii)~~than 0$1.~~10%~~0 ~~and~~billion ~~(iii) 7.83%. A hypothetical 10% change~~ in ~~interest~~non-convertible ~~rates~~debt securities during ~~any of~~ the ~~periods~~prior ~~presented~~three-year ~~would~~period; ~~not~~and ~~have~~(4) ~~had~~December a31, ~~material impact on our consolidated financial statements~~2025.

~~Foreign~~We ~~Currency~~are also a smaller reporting company, as defined in the Securities Exchange ~~Risk~~Act of 1934. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

ToRecent ~~date,~~Accounting foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not had a formal hedging program with respect to foreign currency. Our expenses are generally denominated in U.S. dollars. However, we have contracted with a limited number of foreign vendors located in Europe and Canada and may contract with foreign vendors in the future. Our operations may be subject to fluctuations in foreign currency exchange rates in the future. A hypothetical 10% change in exchange rates during any of the periods presented would not have had a material impact on our consolidated financial statements.Pronouncements

~~Effects~~A description of ~~Inflation~~recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our condensed consolidated financial statements.

~~Inflation~~Item ~~generally affects us by increasing our cost of labor~~3. Quantitative Weand doQualitative ~~not~~Disclosures ~~believe~~About ~~that~~Market ~~inflation had a material effect on our consolidated financial statements~~Risk.

~~Item~~Interest ~~4. Controls~~Rate ~~and Procedures.~~Risk

~~Disclosure~~As ~~Controls~~of September 30, 2024, we had cash, cash equivalents and ~~Procedures~~short-term investments of $230.9 million. Cash consists of deposits with financial institutions. Interest income is sensitive to changes in the general level of interest rates. However, due to the nature of these investments, a hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements.

WeAs ~~are~~of ~~responsible~~September ~~for~~30, ~~maintaining disclosure controls and procedures~~2024, aswe ~~defined~~had in$60.0 ~~Rules~~million ~~13a-15(e)~~of ~~and~~borrowings ~~15d-15(e)~~outstanding under the ~~Securities~~2022 ~~Exchange~~Loan ~~Act of 1934~~Agreement, asbearing ~~amended,~~interest orat ~~the~~a ~~Exchange~~variable ~~Act.~~rate ~~Disclosure~~equal ~~controls~~to ~~and~~the ~~procedures~~greater ~~are~~of ~~controls~~(a) 7.94% and ~~other~~(b) ~~procedures~~the ~~designed~~sum toof ~~ensure~~(i) ~~that~~ the ~~information~~1-Month ~~required~~CME toTerm beSOFR ~~disclosed~~on ~~by us in~~ the ~~reports~~last ~~that~~business weday ~~file~~of ~~or submit under~~ the ~~Exchange~~month ~~Act~~that isimmediately ~~recorded,~~precedes ~~processed, summarized, and reported, within~~ the ~~time~~month ~~periods specified~~ in which the ~~SEC’s~~interest ~~rules~~will ~~and forms. Disclosure controls and procedures include~~accrue, ~~without~~(ii) ~~limitation,~~0.10% ~~controls~~ and ~~procedures~~(iii) ~~designed~~7.83%. toA ~~ensure~~hypothetical ~~that~~10% ~~information~~change ~~required to be disclosed by us~~ in ~~the~~interest ~~reports~~rates ~~that~~during weany ~~file~~of ~~or submit under~~ the ~~Exchange~~periods ~~Act~~presented iswould ~~accumulated~~not ~~and~~have ~~communicated~~had toa ~~our~~material ~~management,~~impact ~~including~~on our ~~Principal~~consolidated ~~Executive~~financial ~~Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure~~statements.

~~Based~~Foreign onCurrency ~~our~~Exchange ~~management’s evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.~~Risk

~~Changes~~To date, foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not had a formal hedging program with respect to foreign currency. Our expenses are generally denominated in ~~Internal~~U.S. ~~Control~~dollars. ~~Over~~However, ~~Financial~~we ~~Reporting~~have contracted with a limited number of foreign vendors located in Europe and Canada and may contract with foreign vendors in the future. Our operations may be subject to fluctuations in foreign currency exchange rates in the future. A hypothetical 10% change in exchange rates during any of the periods presented would not have had a material impact on our consolidated financial statements.

~~There~~Effects ~~have~~of been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Inflation

38Inflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our consolidated financial statements.

~~Table~~Item of4. Controls ~~Contents~~and Procedures.

~~PART~~Disclosure ~~II.~~Controls ~~OTHER~~and ~~INFORMATION~~Procedures

~~Item~~We 1are responsible for maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. ~~Legal~~ ~~Proceedings~~Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our

We are not currently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.38

~~Item~~Table ~~1A.~~of ~~Risk Factors~~Contents

~~An investment in our common stock is speculative and involves a high degree of risk. You should consider carefully the risks described below~~management, ~~together with the other information contained in this Quarterly Report on Form 10-Q,~~ including our ~~condensed~~Principal ~~consolidated~~Executive ~~financial~~Officer ~~statements~~ and ~~the~~Principal ~~related notes and in the section titled “Management’s Discussion and Analysis of~~ Financial ~~Condition and Results of Operations” before deciding whether to purchase~~Officer, hold or sell shares of our common stock. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as aappropriate result of a number of factors, including the risks described below. See the section titled “Special Note Regarding Forward-Looking Statements.” The risk factors set forth below with an asterisk (*) next to ~~the~~allow ~~title~~timely ~~contain~~decisions ~~changes~~regarding torequired ~~the description of the risk factors associated with our business previously disclosed in Item 1A of our 2023 Annual Report on Form 10-K for the year ended December 31, 2023~~disclosure.

~~Summary~~Based ofon ~~Risks~~our ~~Associated~~management’s ~~with~~evaluation, ~~Our~~the ~~Business~~Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2024.

~~Below~~Changes ~~is a summary of the principal factors that make an investment~~ in ~~our~~Internal ~~securities~~Control ~~speculative~~Over orFinancial risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below this risk factor summary and should be carefully considered.Reporting

WeThere ~~are~~have abeen ~~clinical-stage~~no ~~cell~~changes ~~therapy~~in ~~and~~our ~~genetic~~internal ~~medicines~~control ~~company~~over ~~with~~financial areporting ~~limited~~(as ~~operating~~defined ~~history.~~in WeRules ~~have~~13a-15(f) ~~incurred~~and ~~net~~15d-15(f) ~~losses~~under ~~since~~the ~~our~~Exchange ~~inception~~Act) ~~and~~during ~~anticipate~~the ~~that~~quarter weended ~~will~~September ~~continue~~30, to2024 ~~incur~~that ~~significant~~have ~~losses~~materially ~~for~~affected, ~~the~~or ~~foreseeable~~are ~~future.~~reasonably Welikely ~~have~~to ~~never~~materially ~~generated~~affect, ~~any~~our ~~revenue~~internal ~~from~~control ~~product~~over ~~sales~~financial ~~and may never be profitable~~reporting.

We will need to obtain substantial additional funding to complete the development and commercialization of our product candidates. If we are unable to raise this capital when needed, we may be forced to delay, reduce or eliminate our product development programs or other operations.39

~~Our~~Table ~~product candidates are in the early stages~~ of ~~development and we have a limited history of conducting clinical trials to test our product candidates in humans.~~Contents

~~Our~~PART ~~product~~II. ~~candidates~~OTHER ~~are based on novel technologies, which make it difficult to predict the timing, results and cost of product candidate development and likelihood of obtaining regulatory approval.~~INFORMATION

~~Our~~Item ~~business is highly dependent on the success of our lead product candidates~~1. Legal If we are unable to advance clinical development, obtain approval of and successfully commercialize our lead product candidates for the treatment of patients in approved indications, our business would be significantly harmedProceedings.

~~Serious~~We ~~adverse~~are ~~events,~~not ~~undesirable~~currently ~~side~~a ~~effects~~party orto ~~other~~any ~~unexpected~~material ~~properties~~legal ofproceedings. ~~our~~From ~~product~~time ~~candidates~~to ~~may~~time, bewe ~~identified~~may ~~during~~become ~~development~~involved orin ~~after~~legal ~~approval,~~proceedings ~~which~~arising ~~could~~in ~~lead to~~ the ~~discontinuation~~ordinary course of our ~~clinical~~business. ~~development~~Regardless ~~programs~~of outcome, ~~refusal~~litigation bycan ~~regulatory~~have ~~authorities~~an toadverse ~~approve~~impact ~~our~~on ~~product~~us ~~candidates~~due ~~or,~~to ifdefense ~~discovered~~and ~~following~~settlement ~~marketing approval~~costs, ~~revocation~~diversion of ~~marketing~~management ~~authorizations~~resources, ornegative ~~limitations~~publicity, onreputational ~~the~~harm ~~use~~and ofother ~~our product candidates thereby limiting the commercial potential of such product candidate~~factors.

WeItem ~~rely on third parties to conduct our clinical trials and perform some of our research and preclinical studies~~1A. IfRisk these third parties do not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our development programs may be delayed or subject to increased costs, each of which may have an adverse effect on our business and prospects.Factors

WeAn ~~operate~~investment in our common stock is speculative and involves a ~~clinical~~high ~~manufacturing~~degree ~~facility~~of torisk. ~~develop~~You should consider carefully the risks described below, together with the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and ~~manufacture~~the ~~preclinical~~related notes and ~~clinical~~in ~~materials~~the ~~for~~section ~~all~~titled “Management’s Discussion and Analysis of ~~our~~Financial ~~CAR-T~~Condition ~~product~~and ~~candidates~~Results ~~which~~of ~~requires~~Operations” ~~significant~~before ~~resources. A~~deciding ~~failure~~whether to ~~successfully~~purchase, ~~operate~~hold or sell shares of our ~~clinical~~common ~~manufacturing~~stock. ~~facility~~If ~~could~~any ~~lead~~of tothe ~~substantial~~following ~~delays~~risks occur, our business, financial condition, results of operations and ~~adversely~~future ~~affect~~growth ~~our~~prospects ~~research~~could be materially and ~~development~~adversely ~~efforts~~affected. In these circumstances, ~~including~~the ~~clinical~~market ~~trials~~price of our common stock could decline, and you may lose all or part of your investment. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the ~~future~~forward-looking ~~commercial~~statements ~~viability,~~as ifa ~~approved~~result of a number of factors, including the risks described below. See the section titled “Special Note Regarding Forward-Looking Statements.” The risk factors set forth below with an asterisk (*) next to the title contain changes to the description of the risk factors associated with our ~~CAR~~business previously disclosed in Item 1A of our 2023 Annual Report on Form 10-TK ~~product~~for ~~candidates~~the year ended December 31, 2023.

39Summary of Risks Associated with Our Business

~~Table~~Below is a summary of ~~Contents~~the principal factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below this risk factor summary and should be carefully considered.

•

We are ~~currently~~a ~~party~~clinical-stage tocell ~~several~~therapy ~~in-license~~and ~~agreements~~genetic ~~under~~medicines ~~which~~company wewith ~~acquired~~a ~~rights~~limited tooperating ~~use,~~history. ~~develop,~~We ~~manufacture~~have ~~and/or~~incurred ~~commercialize~~net ~~certain~~losses ofsince our ~~platform~~inception ~~technologies~~ and ~~resulting~~anticipate ~~product~~that ~~candidates. If~~ we ~~breach~~will ~~our~~continue ~~obligations~~to ~~under~~incur ~~these~~significant ~~agreements,~~losses wefor ~~may~~the beforeseeable ~~required~~future. toWe ~~pay~~have ~~damages,~~never ~~lose~~generated ~~our~~any ~~rights~~revenue tofrom ~~these~~product ~~technologies~~sales orand ~~both,~~may ~~which~~never ~~would~~be ~~adversely affect our business and prospects~~profitable.

•

~~Our~~We ~~collaborators~~will ~~may~~need ~~not~~to ~~devote~~obtain ~~sufficient~~substantial ~~resources~~additional funding to complete the development orand commercialization of our product candidates. orIf ~~may~~we ~~otherwise~~are ~~fail~~unable into ~~development~~raise orthis ~~commercialization~~capital ~~efforts~~when needed, ~~which~~we ~~could~~may ~~adversely~~be ~~affect~~forced ~~our ability~~ to ~~develop~~delay, reduce or ~~commercialize~~eliminate ~~certain of~~ our product ~~candidates~~development ~~and~~programs ~~our~~or ~~financial~~other ~~condition and operating results~~operations.

•

WeOur product candidates are ~~highly~~in ~~dependent~~the onearly ~~our~~stages ~~key~~of ~~personnel,~~development and if we ~~are~~have ~~not~~a ~~successful~~limited inhistory ~~attracting~~of ~~and~~conducting ~~retaining~~clinical ~~highly~~trials ~~qualified personnel, we may not be able~~ to ~~successfully~~test ~~implement~~ our ~~business~~product ~~strategy~~candidates in humans.

•

WeOur ~~face~~product ~~substantial~~candidates ~~competition~~are based on novel technologies, which ~~may~~make ~~result~~it indifficult ~~others~~to ~~discovering~~predict the timing, ~~developing~~results orand ~~commercializing~~cost ~~products~~of ~~more~~product ~~quickly~~candidate ordevelopment ~~marketing~~and ~~them~~likelihood ~~more~~of ~~successfully~~obtaining ~~than~~regulatory usapproval.

•

IfOur webusiness ~~are~~is ~~unable~~highly todependent ~~obtain~~on ~~and~~the ~~maintain~~success ~~sufficient~~of ~~intellectual property protection for~~ our ~~platform~~lead ~~technologies and~~ product candidates,. orIf ifwe ~~the~~are ~~scope~~unable ofto ~~the~~advance ~~intellectual~~clinical ~~property protection is not sufficiently broad~~development, ~~our~~obtain ~~competitors~~approval ~~could~~of ~~develop~~ and successfully commercialize ~~products~~our ~~similar~~lead orproduct ~~identical~~candidates tofor ~~ours,~~the ~~and~~treatment ~~our~~of ~~ability~~patients toin ~~successfully~~approved ~~commercialize~~indications, our ~~products~~business ~~may~~would be ~~adversely~~significantly ~~affected~~harmed.

•

IfSerious weadverse ~~are~~events, ~~sued~~undesirable ~~for~~side ~~infringing~~effects ~~intellectual~~or ~~property~~other ~~rights~~unexpected properties of ~~third~~our ~~parties,~~product ~~such~~candidates ~~litigation~~may ~~could~~ be ~~costly~~identified ~~and~~during ~~time~~development ~~consuming~~or ~~and~~after approval, which could ~~prevent~~lead to the discontinuation of our clinical development programs, refusal by regulatory authorities to approve our product candidates or, ~~delay~~if usdiscovered ~~from~~following ~~developing~~marketing approval, revocation of marketing authorizations or ~~commercializing~~limitations on the use of our product candidates thereby limiting the commercial potential of such product candidate.

•

~~Risks~~We ~~Related~~rely on third parties to ~~Our~~conduct ~~Limited~~our ~~Operating~~clinical ~~History,~~trials ~~Financial~~and ~~Position~~perform some of our research and ~~Capital~~preclinical ~~Requirements~~studies. If these third parties do not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our development programs may be delayed or subject to increased costs, each of which may have an adverse effect on our business and prospects.

•

* We ~~are~~operate a clinical~~-stage~~ ~~cell~~manufacturing ~~therapy~~facility to develop and ~~genetic~~manufacture ~~medicines~~preclinical ~~company~~and ~~with~~clinical amaterials ~~limited~~for ~~operating~~all ~~history.~~of Weour ~~have~~CAR-T ~~incurred~~product ~~net~~candidates ~~losses~~which ~~since~~requires ~~our~~significant ~~inception~~resources. A ~~and~~failure ~~anticipate~~to ~~that~~successfully weoperate ~~will~~our ~~continue~~clinical tomanufacturing ~~incur~~facility ~~significant~~could ~~losses~~lead ~~for~~to ~~the~~substantial ~~foreseeable~~delays ~~future.~~and Weadversely ~~have~~affect ~~never~~our ~~generated~~research ~~any~~and ~~revenue~~development ~~from~~efforts, ~~product~~including ~~sales~~clinical trials, and ~~may~~the ~~never~~future becommercial ~~profitable~~viability, if approved, of our CAR-T product candidates.

We are a clinical-stage cell therapy and genetic medicines company with a limited operating history that may make it difficult to evaluate the success of our business to date and to assess our future viability. Our operations to date have been limited to organizing and staffing our company, business planning, raising capital, establishing and protecting our intellectual property portfolio, developing our platform technologies, identifying potential product candidates and undertaking research and development and manufacturing activities, including preclinical studies and clinical trials of our product candidates. All of our product candidates are in early development, and none have been approved for commercial sale. We have never generated any revenue from product sales and have incurred net losses each year since we commenced operations. For the six months ended June 30, 2024 and 2023, we have incurred a net loss of $55.6 million and $66.3 million, respectively. As of June 30, 2024, we had an accumulated deficit of $649.9 million. We expect that it will be several years, if ever, before we have a product candidate ready for regulatory approval and commercialization. We expect to incur increasing levels of operating losses over the next several years and for the foreseeable future as we advance our product candidates through clinical development. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital.40

ToTable ~~become and remain profitable, we must develop and eventually commercialize a product or products with significant market potential. This will require us to be successful in a range~~ of challenging activities, including completing preclinical studies and clinical trials of our product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing and selling those products for which we may obtain marketing approval and satisfying any post-marketing requirements. We may never succeed in these activities and, even if we succeed in commercializing one or more of our product candidates, we may never generate revenue that is significant or large enough to achieve profitability. In addition, as a relatively young business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis and we will continue to incur substantial research and development and other expenditures to develop and market additional product candidates. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.Contents

•

* We ~~will~~are ~~need~~currently party to ~~obtain~~several ~~substantial~~in-license ~~additional~~agreements ~~funding~~under which we acquired rights to ~~complete~~use, ~~the~~develop, ~~development~~manufacture and/or ~~commercialization~~commercialize certain of our platform technologies and resulting product candidates. If we ~~are~~breach ~~unable~~our toobligations ~~raise~~under ~~this~~these ~~capital when needed~~agreements, we may be ~~forced~~required to ~~delay~~pay damages, ~~reduce~~lose our rights to these technologies or ~~eliminate~~both, ~~our~~which ~~product~~would ~~development~~adversely ~~programs~~affect orour ~~other~~business ~~operations~~and prospects.

•

~~Since~~Our ~~our~~collaborators ~~inception,~~may wenot ~~have~~devote ~~used~~sufficient ~~substantial~~resources ~~amounts~~to ofthe ~~cash~~development toor ~~fund~~commercialization of our ~~operations~~product ~~and~~candidates ~~expect~~or ~~our~~may ~~expenses~~otherwise tofail ~~increase~~in ~~substantially~~development ~~during~~or ~~the~~commercialization ~~next~~efforts, ~~few~~which ~~years.~~could ~~The~~adversely ~~development~~affect our ability to develop or commercialize certain of ~~biopharmaceutical~~our product candidates isand ~~capital~~our ~~intensive.~~financial Ascondition ~~our~~and ~~product~~operating results.

•

40We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

•

~~Table~~We offace ~~Contents~~substantial competition, which may result in others discovering, developing or commercializing products more quickly or marketing them more successfully than us.

•

~~candidates~~If ~~enter~~we ~~and~~are ~~advance~~unable ~~through~~to ~~preclinical~~obtain ~~studies~~ and ~~clinical~~maintain ~~trials,~~sufficient weintellectual ~~will~~property ~~need~~protection ~~substantial~~for ~~additional~~our ~~funds~~platform totechnologies ~~expand~~and ~~our~~product ~~clinical~~candidates, ~~regulatory,~~or ~~quality~~if ~~and~~the ~~manufacturing~~scope ~~capabilities.~~of Inthe ~~addition,~~intellectual ifproperty weprotection ~~obtain~~is ~~marketing~~not ~~approval~~sufficiently ~~for~~broad, ~~any~~our ofcompetitors ~~our~~could ~~product~~develop ~~candidates,~~and wecommercialize ~~expect~~products tosimilar ~~incur~~or ~~significant~~identical ~~commercialization~~to ~~expenses~~ours, ~~related~~and our ability to ~~marketing,~~successfully ~~sales,~~commercialize ~~manufacturing~~our ~~and~~products ~~distribution~~may be adversely affected.

•

AsIf ~~of June 30, 2024,~~ we ~~had~~are ~~$237.8~~sued ~~million~~for ininfringing ~~cash,~~intellectual ~~cash~~property ~~equivalents~~rights ~~and~~of ~~short-term~~third ~~investments. Based upon our current operating plan~~parties, wesuch ~~believe~~litigation ~~that~~could ~~our~~be ~~existing~~costly ~~cash,~~and ~~cash~~time ~~equivalents~~consuming and ~~short-term~~could ~~investments~~prevent ~~will~~or ~~enable~~delay us tofrom ~~fund~~developing ~~our~~or ~~operations~~commercializing ~~through at least the next 12 months. However,~~ our ~~current cash, cash equivalents and short-term investments will not be sufficient to fund any of our~~ product candidates ~~through regulatory approval, and we will need to raise substantial additional capital to complete the development and commercialization of our product candidates~~.

~~Additional~~Risks ~~capital~~Related may be obtained through equity offerings and/or debt financings, or from other potential sources of liquidity, which may include new or existing collaborations, licensing or other commercial agreements for one or more of our research programs or patent portfolios. Adequate funding, if needed, may not be available to ~~us on acceptable terms, or at all.~~ Our ~~ability~~Limited toOperating ~~obtain additional funds may be adversely impacted by civil and political unrest in certain countries and regions~~History, ~~potential~~Financial ~~worsening~~Position ~~global economic conditions~~ and ~~the~~Capital disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from public health crises. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research development programs or other operations. If any of these events occur, our ability to achieve our operational goals would be materially and adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in “Risk Factors.” Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.Requirements

* We ~~have~~are ~~based~~a ~~these~~clinical-stage ~~estimates~~cell ontherapy ~~assumptions~~and ~~that~~genetic ~~may~~medicines ~~prove~~company towith bea ~~incorrect~~limited oroperating ~~require~~history. ~~adjustment~~We ashave aincurred ~~result~~net oflosses ~~business~~since ~~decisions,~~our inception and weanticipate ~~could~~that ~~exhaust~~we ~~our~~will ~~available~~continue ~~capital~~to ~~resources~~incur ~~sooner~~significant ~~than~~losses wefor ~~currently~~the ~~expect~~foreseeable future. ~~Our~~We ~~future~~have ~~capital~~never ~~requirements~~generated ~~will~~any ~~depend~~revenue onfrom ~~many~~product ~~factors,~~sales ~~including:~~and may never be profitable.

~~scope,~~We ~~progress~~are a clinical-stage cell therapy and ~~results~~genetic medicines company with a limited operating history that may make it difficult to evaluate the success of our ~~ongoing~~business to date and ~~planned~~to assess our future viability. Our operations to date have been limited to organizing and staffing our company, business planning, raising capital, establishing and protecting our intellectual property portfolio, developing our platform technologies, identifying potential product candidates and undertaking research and development and manufacturing activities, including preclinical studies and clinical trials of our product candidates. All of our product candidates are in early development, and none have been approved for commercial sale. We have never generated any revenue from product sales and have incurred net losses each year since we commenced operations. For the nine months ended September 30, 2024 and 2023, we have incurred a net loss of $35.4 million and $98.1 million, respectively. As of September 30, 2024, we had an accumulated deficit of $629.7 million. We expect that it will be several years, if ever, before we have a product candidate ready for regulatory approval and commercialization. We expect to incur increasing levels of operating losses over the next several years and for the foreseeable future as we advance our product candidates; through clinical development. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital.

~~unanticipated~~To ~~serious~~become ~~safety~~and ~~concerns~~remain ~~related~~profitable, we must develop and eventually commercialize a product or products with significant market potential. This will require us to ~~the~~be ~~use~~successful in a range of challenging activities, including completing preclinical studies and clinical trials of our product candidates;, obtaining marketing approval for these product candidates, manufacturing, marketing and selling those products for which we may obtain marketing approval and satisfying any post-marketing requirements. We may never succeed in these activities and, even if we succeed in commercializing one or more of our product candidates, we may never generate revenue that is significant or large enough to achieve profitability. In addition, as a relatively young business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis and we will continue to incur substantial research and development and other expenditures to develop and market additional product candidates. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.

~~timing~~* We will need to obtain substantial additional funding to complete the development and commercialization of ~~licensing~~our ~~payments~~product candidates. If we are unable to raise this capital when needed, we may be ~~required~~forced to ~~make~~delay, ~~based~~reduce onor ~~the~~eliminate our product development ofprograms ~~our~~or ~~product~~other ~~candidates;~~operations.

~~the~~Since ~~number~~our inception, we have used substantial amounts of cash to fund our operations and ~~development~~expect ~~requirements~~our expenses to increase substantially during the next few years. The development of ~~other~~biopharmaceutical product candidates ~~that~~is wecapital ~~may~~intensive. ~~pursue;~~As our product

~~the timing and outcome of regulatory review of our product candidates;~~41

~~changes~~Table inof ~~laws or regulations applicable to our product candidates, including but not limited to clinical trial requirements for approval;~~Contents

~~our~~candidates ~~decisions~~enter toand ~~initiate~~advance ~~additional~~through preclinical studies and clinical trials, ~~not~~we will need substantial additional funds to ~~initiate~~expand ~~any~~our clinical, ~~trial~~regulatory, orquality and manufacturing capabilities. In addition, if we obtain marketing approval for any of our product candidates, we expect to ~~terminate~~incur ansignificant ~~existing~~commercialization ~~clinical~~expenses ~~trial;~~related to marketing, sales, manufacturing and distribution.

As of September 30, 2024, we had $230.9 million in cash, cash equivalents and short-term investments. Based upon our current operating plan, we believe that our existing cash, cash equivalents and short-term investments will enable us to fund our operations through at least the ~~cost~~next of12 ~~obtaining~~months. ~~raw~~However, ~~materials~~our current cash, cash equivalents and ~~drug~~short-term investments will not be sufficient to fund any of our product ~~for~~candidates ~~clinical~~through ~~trials~~regulatory approval, and ~~commercial~~we ~~supply;~~will need to raise substantial additional capital to complete the development and commercialization of our product candidates.

~~whether~~Additional capital may be obtained through equity offerings and/or debt financings, or from other potential sources of liquidity, which may include new or existing collaborations, licensing or other commercial agreements for one or more of our research programs or patent portfolios. Adequate funding, if needed, may not be available to us on acceptable terms, or at all. Our ability to obtain additional funds may be adversely impacted by civil and political unrest in certain countries and regions, potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from public health crises. If we ~~decide~~are unable to ~~partner~~raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research development programs or other operations. If any of these events occur, our ~~product~~ability ~~candidates~~to ~~with~~achieve ~~any~~our ~~third~~operational ~~parties~~goals would be materially and adversely affected. Our future capital requirements and the ~~terms~~adequacy of ~~any~~available ~~such~~funds ~~partnership~~will depend on many factors, including those described in “Risk Factors.” Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or ~~collaboration;~~at all.

~~the~~We ~~cost~~have ~~and~~based ~~timing~~these estimates on assumptions that may prove to be incorrect or require adjustment as a result of ~~operating~~business decisions, and we could exhaust our ~~clinical~~available ~~manufacturing~~capital ~~facility;~~resources sooner than we currently expect. Our future capital requirements will depend on many factors, including:

•

~~whether~~scope, weprogress ~~decide~~and toresults ~~establish~~of aour ~~commercial~~ongoing ~~manufacturing~~and ~~facility~~planned ~~for~~preclinical ~~supply~~studies ofand clinical trials for our product candidates; ~~and~~

•

~~additions~~unanticipated orserious ~~departures~~safety ofconcerns ~~key~~related ~~scientific~~to orthe ~~management~~use ~~personnel.~~of our product candidates;

•

~~Because~~timing we do not expect to generate revenue from product sales for many years, if at all, we will need to obtain substantial additional funding in connection with our continuing operations and expected increases in expenses. Until such time as we can generate significant revenue from sales of ~~our~~licensing ~~product~~payments ~~candidates, if ever,~~ we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potentially grants, collaborations, licenses or other similar arrangements. In addition, we may ~~seek~~be ~~additional~~required ~~capital due~~ to ~~favorable~~make ~~market~~based ~~conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. Changes in interest rates and economic inflation~~ on ~~capital markets may affect~~ the ~~availability,~~development ~~amount and type~~ of financing available to us in the future. On August 13, 2021, we entered into a Controlled Equity OfferingSM Sales Agreement, which was amended and restated on August 5, 2024, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, to sell shares of common stock, from time to time, through an “at the market offering” program having an aggregate offering price of up to $85.0 million through which Cantor would act as sales agent. There can be no assurance that we will continue to meet the requirements to be able to sell securities pursuant to the Sales Agreement, of if we meet the requirements that we will be able to raise sufficient funds on favorable terms. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our ~~research~~product ~~and development programs or future commercialization efforts.~~candidates;

•

41the number, and development requirements of other product candidates that we may pursue;

•

~~Table~~the timing and outcome of ~~Contents~~regulatory review of our product candidates;

•

*changes ~~The~~in ~~terms~~laws ofor ~~our~~regulations ~~loan~~applicable ~~agreement~~to ~~place restrictions on~~ our ~~operating~~product ~~and financial flexibility. If we raise additional capital through debt financing~~candidates, ~~the~~including ~~terms~~but ofnot ~~any~~limited ~~new~~to ~~debt~~clinical ~~could~~trial ~~further~~requirements ~~restrict~~for ~~our ability to operate our business.~~approval;

•

~~As of June 30, 2024, we have an outstanding term loan in the principal amount of $60.0 million under~~ our ~~loan~~decisions and security agreement with Oxford Finance LLC, or Oxford. The loan is secured by a lien covering substantially all of our personal property, rights and assets, excluding intellectual property. The loan agreement contains customary affirmative and negative covenants and events of default applicable to ~~us.~~initiate The affirmative covenants include, among others, covenants requiring us to maintain governmental approvals, deliver certain financial reports, maintain insurance coverage, keep inventory, if any, in good and marketable condition and protect material intellectual property. The negative covenants include, among others, restrictions on us transferring collateral, incurring additional ~~indebtedness,~~clinical ~~engaging in mergers or acquisitions~~trials, ~~paying~~not ~~cash dividends or making other distributions, making investments, creating liens, selling assets and making any payment on subordinated debt, in each case subject~~ to ~~certain~~initiate exceptions. The restrictive covenants of the loan agreement could cause us to be unable to pursue business opportunities that we or our stockholders may consider beneficial. In addition, among other default triggers, Oxford could declare a default upon the occurrence of any ~~event~~clinical ~~that~~trial it interprets as a material adverse change as defined under the loan agreement. If we default under the loan agreement, Oxford may accelerate all of our repayment obligations and take control of our pledged assets, potentially requiring us to renegotiate our agreement on terms less favorable to us or to ~~immediately~~terminate cease operations. Further, if we are liquidated, Oxford’s right to repayment would be senior to the rights of the holders of our common stock to receive any proceeds from the liquidation. Any declaration by Oxford of an ~~event~~existing ofclinical default could significantly harm our business and prospects and could cause the price of our common stock to decline. If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.trial;

•

~~Risks~~the ~~Related~~cost toof ~~the~~obtaining ~~Discovery,~~raw ~~Development~~materials and ~~Regulatory~~drug ~~Approval~~product offor ~~Our~~clinical ~~Product~~trials ~~Candidates~~and commercial supply;

•

~~Our~~whether ~~product~~we ~~candidates~~decide ~~are~~to inpartner ~~the~~any ~~early stages~~ of ~~development~~our ~~and~~product wecandidates ~~have~~with aany ~~limited~~third ~~history~~parties ofand ~~conducting~~the ~~clinical~~terms ~~trials~~of toany ~~test~~such ~~our~~partnership ~~product~~or ~~candidates in humans.~~collaboration;

•

Wethe ~~are~~cost ~~early in our development efforts~~ and ~~most~~timing of ~~our~~operating ~~operations to date have been limited to developing~~ our ~~platform~~clinical ~~technologies, establishing~~ manufacturing capabilities and conducting drug discovery and preclinical studies. In November 2021, we made the decision to wind-down clinical development of our P-BCMA-101 program, which was the first of our product candidates to have been tested in humans. In November 2022, we announced the decision to wind-down clinical development of our P-PSMA-101 program, our first solid tumor clinical trial. We initiated Phase 1 clinical trials for P-BCMA-ALLO1 and P-MUC1C-ALLO1 in late 2021 and recently initiated the Phase 1 trial for P-CD19CD20-ALLO1 in late 2023. As a result, we have limited infrastructure, experience conducting clinical trials as a company and regulatory interactions, and cannot be certain that our clinical trials will be completed on time, that our planned clinical trials will be initiated on time, if at all, that our planned development programs would be acceptable to the FDA or other comparable foreign regulatory authorities, or that, if approval is obtained, such product candidates can be successfully commercialized.facility;

•

~~Because~~whether ofwe ~~the~~decide ~~early~~to ~~stage~~establish ofa ~~development~~commercial ofmanufacturing ~~our~~facility ~~product~~for ~~candidates,~~supply of our ~~ability to eventually generate significant revenues from~~ product ~~sales~~candidates; ~~will depend on a number of factors, including:~~and

•

~~successful~~additions ~~completion~~or departures of ~~preclinical~~key ~~studies;~~scientific or management personnel.

~~submission~~Because we do not expect to generate revenue from product sales for many years, if at all, we will need to obtain substantial additional funding in connection with our continuing operations and expected increases in expenses. Until such time as we can generate significant revenue from sales of our ~~INDs~~product candidates, if ever, we expect to finance our cash needs through equity offerings, debt financings or other ~~regulatory~~capital ~~applications~~sources, including potentially grants, collaborations, licenses or other similar arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our ~~planned~~current ~~clinical~~or ~~trials~~future oroperating plans. Changes in interest rates and economic inflation on capital markets may affect the availability, amount and type of financing available to us in the future. ~~clinical~~On ~~trials~~August 13, 2021, we entered into a Controlled Equity OfferingSM Sales Agreement, which was amended and ~~authorizations~~restated on August 5, 2024, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, to sell shares of common stock, from ~~regulators~~time to ~~initiate~~time, ~~clinical~~through ~~studies;~~an “at the market offering” program having an aggregate offering price of up to $85.0 million through which Cantor would act as sales agent. There can be no assurance that we will continue to meet the requirements to be able to sell securities pursuant to the Sales Agreement, of if we meet the requirements that we will be able to raise sufficient funds on favorable terms. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.

~~successful enrollment in, and completion of, clinical trials and achieving positive results from the trials;~~42

~~receipt~~Table of ~~marketing approvals from applicable regulatory authorities;~~Contents

~~establishing~~* ~~and~~The ~~maintaining~~terms ~~manufacturing~~of ~~capabilities~~our orloan ~~arrangements~~agreement ~~with~~place ~~third-party~~restrictions ~~manufacturers~~on ~~for~~our ~~clinical~~operating ~~supply~~ and, iffinancial ~~and~~flexibility. ~~when~~If ~~approved~~we raise additional capital through debt financing, ~~for~~the ~~commercial~~terms ~~supply;~~of any new debt could further restrict our ability to operate our business.

~~establishing~~As ~~sales~~of September 30, ~~marketing~~2024, ~~and~~we ~~distribution~~have ~~capabilities~~an outstanding term loan in the principal amount of $60.0 million under our loan and ~~launching~~security ~~commercial~~agreement ~~sales~~with Oxford Finance LLC, or Oxford. The loan is secured by a lien covering substantially all of our ~~products~~personal property, rights and assets, excluding intellectual property. The loan agreement contains customary affirmative and negative covenants and events of default applicable to us. The affirmative covenants include, among others, covenants requiring us to maintain governmental approvals, deliver certain financial reports, maintain insurance coverage, keep inventory, if any, in good and ~~when~~marketable ~~approved~~condition and protect material intellectual property. The negative covenants include, ~~whether~~among ~~alone~~others, restrictions on us transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying cash dividends or making other distributions, making investments, creating liens, selling assets and making any payment on subordinated debt, in ~~combination~~each ~~with~~case ~~others;~~subject to certain exceptions. The restrictive covenants of the loan agreement could cause us to be unable to pursue business opportunities that we or our stockholders may consider beneficial. In addition, among other default triggers, Oxford could declare a default upon the occurrence of any event that it interprets as a material adverse change as defined under the loan agreement. If we default under the loan agreement, Oxford may accelerate all of our repayment obligations and take control of our pledged assets, potentially requiring us to renegotiate our agreement on terms less favorable to us or to immediately cease operations. Further, if we are liquidated, Oxford’s right to repayment would be senior to the rights of the holders of our common stock to receive any proceeds from the liquidation. Any declaration by Oxford of an event of default could significantly harm our business and prospects and could cause the price of our common stock to decline. If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.

~~acceptance~~Risks ofRelated ~~our~~to ~~products~~the Discovery, ifDevelopment and ~~when~~Regulatory ~~approved,~~Approval byof ~~patients,~~Our ~~the~~Product ~~medical community and third-party payors;~~Candidates

~~effectively~~Our ~~competing~~product ~~with~~candidates ~~other~~are ~~therapies;~~in the early stages of development and we have a limited history of conducting clinical trials to test our product candidates in humans.

We are early in our development efforts and most of our operations to date have been limited to developing our platform technologies, establishing manufacturing capabilities and ~~implementing~~conducting ~~marketing~~drug discovery and ~~reimbursement~~preclinical ~~strategies;~~studies. In November 2021, we made the decision to wind-down clinical development of our P-BCMA-101 program, which was the first of our product candidates to have been tested in humans. In November 2022, we announced the decision to wind-down clinical development of our P-PSMA-101 program, our first solid tumor clinical trial. We initiated Phase 1 clinical trials for P-BCMA-ALLO1 and P-MUC1C-ALLO1 in late 2021 and recently initiated the Phase 1 trial for P-CD19CD20-ALLO1 in late 2023. As a result, we have limited infrastructure, experience conducting clinical trials as a company and regulatory interactions, and cannot be certain that our clinical trials will be completed on time, that our planned clinical trials will be initiated on time, if at all, that our planned development programs would be acceptable to the FDA or other comparable foreign regulatory authorities, or that, if approval is obtained, such product candidates can be successfully commercialized.

~~obtaining~~Because ~~and~~of ~~maintaining~~the ~~third-party~~early ~~coverage~~stage ~~and~~of ~~adequate~~development ~~reimbursement;~~of our product candidates, our ability to eventually generate significant revenues from product sales will depend on a number of factors, including:

•

42successful completion of preclinical studies;

•

~~Table~~submission of ~~Contents~~our INDs or other regulatory applications for our planned clinical trials or future clinical trials and authorizations from regulators to initiate clinical studies;

•

~~obtaining~~successful ~~and~~enrollment ~~maintaining patent~~in, ~~trade secret~~ and ~~other~~completion ~~intellectual~~of, ~~property~~clinical ~~protection~~trials and ~~regulatory~~achieving ~~exclusivity~~positive ~~for~~results ~~our~~from ~~product~~the ~~candidates~~trials;

•

~~the~~receipt ~~ability to obtain clearance or approval~~ of ~~companion~~marketing ~~diagnostic~~approvals ~~tests,~~from ifapplicable ~~required,~~regulatory ~~on a timely basis, or at all~~authorities; ~~and~~

•

establishing and maintaining amanufacturing ~~continued~~capabilities ~~acceptable~~or ~~safety~~arrangements ~~profile~~with ofthird-party ~~any~~manufacturers ~~product~~for ~~following~~clinical ~~approval~~supply and, if ~~any.~~and when approved, for commercial supply;

•

Ifestablishing wesales, domarketing ~~not~~and ~~achieve~~distribution ~~one~~capabilities orand ~~more~~launching ofcommercial ~~these~~sales ~~requirements~~of inour ~~a timely manner~~products, weif ~~could~~and ~~experience~~when ~~significant delays or an inability to successfully commercialize our product candidates~~approved, ~~which~~whether ~~would~~alone ~~materially~~or ~~harm~~in ~~our~~combination ~~business.~~with others;

•

*acceptance ~~Our~~of ~~product~~our ~~candidates~~products, ~~are~~if ~~based~~and onwhen ~~novel technologies~~approved, ~~which~~by ~~make~~patients, ~~it difficult to predict~~ the ~~timing,~~medical ~~results~~community and ~~cost~~third-party ~~of product candidate development and likelihood of obtaining regulatory approval.~~payors;

•

Weeffectively ~~have~~competing concentrated our research and development efforts on product candidates using our platform technologies, and our future success depends on the successful development of this approach. CAR-T and gene editing in general are newly-emerging fields and our approaches in particular have not been extensively tested over any significant period of time. In particular, while we believe that CAR-T products with ~~higher~~other percentages of TSCM cells may be capable of overcoming certain challenges faced by early-generation CAR-T products, we cannot be certain that increasing the percentage of these cells will result in the intended benefits or will not result in unforeseen negative consequences over time, including due to the potential long-term persistence of the modified cells in the body. We have not yet succeeded and may not succeed in demonstrating efficacy and safety for any product candidates based on our platform technologies in clinical trials or in obtaining marketing approval thereafter, and use of our platform technologies may not ever result in marketable products. We may also experience delays in developing a sustainable, reproducible and scalable manufacturing process or transferring that process to commercial partners or establishing our own commercial manufacturing capabilities, which may prevent us from completing our clinical trials or commercializing any products on a timely or profitable basis, if at all.therapies;

•

Indeveloping ~~addition, the clinical trial requirements of the FDA, the European Medicines Agency, or EMA,~~ and ~~other~~implementing ~~regulatory~~marketing ~~agencies~~ and ~~the~~reimbursement criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty and intended use and market of the potential products. The regulatory approval process for novel product candidates such as ours can be more expensive and take longer than for other, better known or extensively studied pharmaceutical or other product candidates. While CAR-T and gene therapy products have made progress in recent years, only a small number of products have been approved in the United States or other markets, which makes it difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for our product candidates.strategies;

•

Inobtaining ~~addition, the gene editing industry is rapidly developing,~~ and ~~our~~maintaining competitors may introduce new technologies that render our technologies obsolete or less attractive. New technology could emerge at any point in the development cycle of our product candidates. As competitors use or develop alternative technologies, any failures of such technologies could adversely impact our programs. For example, some studies have suggested that gene editing using the CRISPRthird-~~Cas9~~party ~~method~~coverage ~~may increase the risk that the edited cells themselves become cancerous,~~ and inadequate October 2021, discovery of a chromosomal abnormality of unknown clinical significance resulted in a full clinical hold on the programs of one of our competitors utilizing the TALEN method. In January 2024, the FDA announced that it was requiring the boxed warnings regarding the risk of secondary T-cell malignancies with CAR-T therapies. Regardless of our belief that our non-viral Cas-CLOVER approach to gene editing may avoid some of these issues, it is possible that our approach will be associated with similar risks or that issues encountered with other gene editing techniques or CAR-T therapies will create a negative perception of or increase scrutiny for our technologies and product candidates.reimbursement;

Regulatory requirements governing products created with gene editing technology or involving gene therapy treatment have changed frequently and will likely continue to change in the future. Approvals by one regulatory agency may not be indicative of what any other regulatory agency may require for approval, and there is substantial, and sometimes uncoordinated, overlap in those responsible for regulation of gene therapy products and other products created with gene editing technology. For example, under the National Institutes of Health, or NIH, Guidelines for Research Involving Recombinant DNA Molecules, or NIH Guidelines, supervision of human gene transfer trials includes evaluation and assessment by an institutional biosafety committee, or IBC, a local institutional committee that reviews and oversees research utilizing recombinant or synthetic nucleic acid molecules at that institution. The IBC assesses the safety of the research and identifies any potential risk to public health or the environment, and such review may result in some delay before initiation of a clinical trial. While the NIH Guidelines are not mandatory unless the research in question is being conducted at or sponsored by institutions receiving NIH funding of recombinant or synthetic nucleic acid molecule research, many companies and other institutions not otherwise subject to the NIH Guidelines voluntarily follow them. Even though we may not be required to submit a protocol for our product candidates through the NIH for review, we will still be subject to significant regulatory oversight by the FDA, and in addition to the government regulators, the applicable IBC and IRB of each institution at which we conduct clinical trials of our product candidates, or a central IRB if appropriate, would need to review and approve the proposed clinical trial.43

43Table of Contents

•

~~Table~~obtaining ofand ~~Contents~~maintaining patent, trade secret and other intellectual property protection and regulatory exclusivity for our product candidates;

•

~~Additionally, adverse developments in clinical trials conducted by others of gene therapy products or products created using genome editing technology, such as products developed through~~ the ~~application~~ability ofto aobtain ~~CRISPR-Cas9~~clearance ~~technology,~~ or ~~adverse public perception of the field of gene editing, may cause the FDA and other regulatory bodies to revise the requirements for~~ approval of ~~any~~companion ~~product~~diagnostic ~~candidates we may develop or limit the use of products utilizing gene editing technologies~~tests, ~~either~~if ~~of which could materially harm our business. Furthermore~~required, ~~regulatory~~on ~~action~~a ortimely ~~private litigation could result in expenses~~basis, ~~delays~~ or ~~other~~at ~~impediments~~all; ~~to our research programs or the development or commercialization of current or future product candidates.~~and

•

Wemaintaining are also developing allogeneic CAR-T product candidates that are engineered from healthy donor T cells and are intended for use in any patient with certain cancers. Allogeneic versions of CAR-T product candidates is an unproven field of development and is subject to particular risks that are difficult to quantify, including understanding and addressing variability in the quality of a ~~donor’s~~continued Tacceptable ~~cells and the patient’s potential immune reaction to the foreign donor cells, which could ultimately affect~~ safety, ~~efficacy~~profile ~~and~~of ~~our~~any ~~ability to produce~~ product infollowing ~~a reliable and consistent manner. For example~~approval, inif response to FDA feedback to our IND for P-BCMA-ALLO1, we were required to update certain assay release criteria unique to an allogeneic product candidate. While implementation did not impact our clinical timelines, there can be no assurance that it, or similar regulatory requirements would not do so in the future, and any ~~such delays could materially and adversely affect our business, financial condition, results of operations and future growth prospects~~.

~~Our~~If ~~business~~we isdo ~~highly~~not ~~dependent~~achieve onone ~~the~~or ~~success~~more of ~~our~~these ~~lead~~requirements ~~product~~in ~~candidates.~~a Iftimely manner, we ~~are~~could ~~unable~~experience tosignificant ~~advance~~delays ~~clinical~~or ~~development,~~an ~~obtain~~inability ~~approval~~to ~~of and~~ successfully commercialize our ~~lead~~ product candidates, ~~for~~which ~~the~~would ~~treatment~~materially ofharm ~~patients in approved indications,~~ our business ~~would be significantly harmed~~.

* Our ~~business and future success depends on our ability to advance clinical development, obtain regulatory approval of, and then successfully commercialize our lead~~ product candidates. ~~Because~~are ~~our~~based ~~three~~on ~~allogeneic~~novel ~~CAR-T product candidates~~technologies, ~~P-BCMA-ALLO1,~~which ~~P-MUC1C-ALLO1~~make ~~and~~it ~~P-CD19CD20-ALLO1,~~difficult ~~are among the first allogeneic products~~ to bepredict ~~evaluated in~~ the ~~clinic~~timing, ~~the~~results failure of any such product candidates, or the failure of other allogeneic cell therapy programs, including for reasons due to safety, efficacy or durability, may impede our ability to develop our product candidates, and ~~significantly~~cost ~~influence public and investor opinion in regard to the viability~~ of ~~our pipeline of allogeneic cell therapy programs. All of our~~ product ~~candidates,~~candidate ~~including our lead product candidates, will require additional clinical and non-clinical~~ development, ~~regulatory review~~ and ~~approval~~likelihood in multiple jurisdictions, substantial investment, continued access to sufficient clinical and eventually commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales. In addition, because our other product candidates are based on similar technology as our lead product candidates, if any of ~~the~~obtaining ~~lead product candidates encounters additional safety issues, efficacy problems, manufacturing problems, developmental delays,~~ regulatory ~~issues or other problems, our development plans and business would be significantly harmed~~approval.

~~Serious~~We ~~adverse~~have ~~events~~concentrated our research and development efforts on product candidates using our platform technologies, ~~undesirable~~and ~~side~~our ~~effects~~future orsuccess ~~other~~depends ~~unexpected~~on ~~properties~~the successful development of this approach. CAR-T and gene editing in general are newly-emerging fields and our ~~product~~approaches ~~candidates~~in particular have not been extensively tested over any significant period of time. In particular, while we believe that CAR-T products with higher percentages of TSCM cells may be ~~identified~~capable ~~during~~of ~~development~~overcoming orcertain ~~after~~challenges ~~approval~~faced by early-generation CAR-T products, ~~which~~we ~~could~~cannot ~~lead~~be tocertain that increasing the ~~discontinuation~~percentage of ~~our~~these ~~clinical~~cells ~~development~~will ~~programs,~~result ~~refusal~~in bythe ~~regulatory~~intended ~~authorities~~benefits or will not result in unforeseen negative consequences over time, including due to ~~approve~~the ~~our~~potential long-term persistence of the modified cells in the body. We have not yet succeeded and may not succeed in demonstrating efficacy and safety for any product candidates ~~or,~~based ifon ~~discovered~~our ~~following~~platform technologies in clinical trials or in obtaining marketing approval thereafter, ~~revocation~~and use of ~~marketing~~our ~~authorizations~~platform technologies may not ever result in marketable products. We may also experience delays in developing a sustainable, reproducible and scalable manufacturing process or ~~limitations~~transferring onthat ~~the~~process ~~use~~to ofcommercial partners or establishing our ~~product~~own ~~candidates~~commercial ~~thereby~~manufacturing ~~limiting~~capabilities, ~~the~~which ~~commercial~~may ~~potential~~prevent ofus ~~such~~from ~~product~~completing ~~candidate~~our clinical trials or commercializing any products on a timely or profitable basis, if at all.

ToIn ~~date~~addition, ~~we have only tested our product candidates in a limited number of patients with cancer and~~ the ~~majority of these~~ clinical trial ~~participants~~requirements ~~have only been observed for a limited period~~ of ~~time~~the ~~after~~FDA, ~~dosing.~~the AsEuropean weMedicines ~~continue developing our product candidates and initiate clinical trials of our additional product candidates~~Agency, ~~serious adverse events,~~ or ~~SAEs~~EMA, ~~undesirable~~and ~~side~~other ~~effects,~~regulatory ~~relapse~~agencies ofand ~~disease~~the orcriteria ~~unexpected characteristics may emerge causing us to abandon~~ these ~~product~~regulators ~~candidates~~use ~~or limit their development~~ to ~~more~~determine ~~narrow uses or subpopulations in which~~ the ~~SAEs~~safety orand ~~undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective or in which~~ efficacy isof ~~more pronounced or durable. For example,~~ a ~~significant~~product ~~risk~~candidate ~~observed~~vary insubstantially ~~CAR-T~~according ~~product~~to ~~clinical trials is~~ the ~~development of cytokine release syndrome~~type, ~~or CRS~~complexity, ~~which~~novelty inand ~~some~~intended ~~instances~~use ~~resulted~~and inmarket ~~neurotoxicity~~of ~~and~~the ~~patient~~potential ~~deaths~~products. ~~While~~The weregulatory ~~have~~approval ~~observed~~process ~~relatively~~for ~~limited~~novel ~~instances~~product ofcandidates ~~CRS~~such oras ~~neurotoxicity~~ours incan ~~our~~be ~~clinical~~more ~~trials~~expensive inand ~~our~~take ~~allogeneic~~longer ~~programs~~than asfor ~~of the date of this filing~~other, webetter ~~may~~known ~~observe~~or ~~greater~~extensively ~~rates~~studied ofpharmaceutical ~~these~~ or other ~~adverse~~product ~~events~~candidates. inWhile ~~higher doses of our existing trials or future~~ CAR-T ~~programs.~~and ~~Should~~gene wetherapy ~~observe~~products ~~additional~~have ormade ~~more~~progress ~~severe cases of CRS~~ in ~~our~~recent ~~clinical trials or identify other undesirable side effects or other unexpected findings depending on their severity~~years, ~~our~~only ~~trials~~a ~~could~~small benumber ~~delayed or even stopped and our development programs may be halted entirely. In August 2020, we announced our P-PSMA-101 trial was placed on clinical hold to evaluate the death~~ of aproducts ~~patient, which may~~ have been ~~related~~approved toin ~~treatment with P-PSMA-101. In November 2020 we announced that~~ the ~~FDA~~United ~~had~~States ~~lifted~~or ~~the~~other ~~clinical~~markets, ~~hold~~which ~~based~~makes ~~upon~~it ~~our~~difficult ~~investigation of the event and proposed protocol amendments intended~~ to ~~increase~~determine ~~patient~~how ~~compliance~~long ~~and~~it ~~safety,~~will ~~and~~take ~~we resumed the trial. We could observe similar patient deaths~~ or ~~other~~how ~~adverse~~much ~~events~~it ~~that~~will ~~require~~cost ~~other trials~~ to beobtain ~~suspended~~regulatory orapprovals ~~terminated,~~for ~~which~~our ~~could~~product ~~represent a substantial setback to such programs~~candidates.

44In addition, the gene editing industry is rapidly developing, and our competitors may introduce new technologies that render our technologies obsolete or less attractive. New technology could emerge at any point in the development cycle of our product candidates. As competitors use or develop alternative technologies, any failures of such technologies could adversely impact our programs. For example, some studies have suggested that gene editing using the CRISPR-Cas9 method may increase the risk that the edited cells themselves become cancerous, and in October 2021, discovery of a chromosomal abnormality of unknown clinical significance resulted in a full clinical hold on the programs of one of our competitors utilizing the TALEN method. In January 2024, the FDA announced that it was requiring the boxed warnings regarding the risk of secondary T-cell malignancies with CAR-T therapies. Regardless of our belief that our non-viral Cas-CLOVER approach to gene editing may avoid some of these issues, it is possible that our approach will be associated with similar risks or that issues encountered with other gene editing techniques or CAR-T therapies will create a negative perception of or increase scrutiny for our technologies and product candidates.

~~Table~~Regulatory requirements governing products created with gene editing technology or involving gene therapy treatment have changed frequently and will likely continue to change in the future. Approvals by one regulatory agency may not be indicative of ~~Contents~~what any other regulatory agency may require for approval, and there is substantial, and sometimes uncoordinated, overlap in those responsible for regulation of gene therapy products and other products created with gene editing technology. For example, under the National Institutes of Health, or NIH, Guidelines for Research Involving Recombinant DNA Molecules, or NIH Guidelines, supervision of human gene transfer trials includes evaluation and assessment by an institutional biosafety committee, or IBC, a local institutional committee that reviews and oversees research utilizing recombinant or synthetic nucleic acid molecules at that institution. The IBC assesses the safety of the research and identifies any potential risk to public health or the environment, and such review may result in some delay before initiation of a clinical trial. While the NIH Guidelines are not mandatory unless the research in question is being conducted at or sponsored by institutions receiving NIH funding of recombinant or synthetic nucleic acid molecule research, many companies and other institutions not otherwise subject to the NIH Guidelines voluntarily follow them. Even though we may not be required to submit a protocol for our product candidates through the NIH for review, we will still be subject to significant regulatory oversight by the FDA, and in addition to the government regulators, the applicable IBC and IRB of each institution at which we conduct clinical trials of our product candidates, or a central IRB if appropriate, would need to review and approve the proposed clinical trial.

Even if our product candidates initially show promise in early clinical trials, the side effects of biological products are frequently only detectable after they are tested in larger, longer and more extensive clinical trials or, in some cases, after they are made available to patients on a commercial scale after approval. Sometimes, it can be difficult to determine if the serious adverse or unexpected side effects were caused by the product candidate or another factor, especially in oncology subjects who may suffer from other medical conditions and be taking other medications. If serious adverse or unexpected side effects are identified during development or after approval and are determined to be attributed to our product candidate, we may be required to develop a Risk Evaluation and Mitigation Strategy, or REMS, to ensure that the benefits of treatment with such product candidate outweigh the risks for each potential patient, which may include, among other things, a communication plan to health care practitioners, patient education, extensive patient monitoring or distribution systems and processes that are highly controlled, restrictive and more costly than what is typical for the industry. Product-related side effects could also result in potential product liability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.44

InTable ~~addition, if one or more~~ of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including:Contents

~~regulatory~~Additionally, ~~authorities~~adverse ~~may~~developments ~~suspend~~in clinical trials conducted by others of gene therapy products or products created using genome editing technology, ~~withdraw~~such as products developed through the application of a CRISPR-Cas9 technology, or ~~limit~~adverse ~~approvals~~public perception of ~~such~~the field of gene editing, may cause the FDA and other regulatory bodies to revise the requirements for approval of any product candidates we may develop or limit the use of products utilizing gene editing technologies, either of which could materially harm our business. Furthermore, regulatory action or ~~seek~~private anlitigation ~~injunction~~could ~~against~~result ~~its~~in ~~manufacture~~expenses, delays or ~~distribution;~~other impediments to our research programs or the development or commercialization of current or future product candidates.

~~regulatory~~We ~~authorities~~are ~~may~~also ~~require~~developing ~~additional~~allogeneic ~~warnings~~CAR-T onproduct ~~the~~candidates ~~label~~that are engineered from healthy donor T cells and are intended for use in any patient with certain cancers. Allogeneic versions of CAR-T product candidates is an unproven field of development and is subject to particular risks that are difficult to quantify, including ~~“boxed”~~understanding ~~warnings~~and addressing variability in the quality of a donor’s T cells and the patient’s potential immune reaction to the foreign donor cells, orwhich ~~issue~~could ultimately affect safety, ~~alerts~~efficacy and our ability to produce product in a reliable and consistent manner. For example, ~~Dear~~in ~~Healthcare~~response ~~Provider~~to ~~letters~~FDA feedback to our IND for P-BCMA-ALLO1, ~~press~~we ~~releases~~were orrequired ~~other~~to ~~communications~~update ~~containing~~certain ~~warnings~~assay release criteria unique to an allogeneic product candidate. While implementation did not impact our clinical timelines, there can be no assurance that it, or ~~other~~similar ~~safety~~regulatory ~~information~~requirements ~~about~~would not do so in the ~~product;~~future, and any such delays could materially and adversely affect our business, financial condition, results of operations and future growth prospects.

weOur ~~may~~business beis ~~required~~highly todependent ~~create~~on athe ~~medication~~success ~~guide~~of ~~outlining~~our ~~the~~lead ~~risks~~product candidates. If we are unable to advance clinical development, obtain approval of ~~such~~and ~~side~~successfully ~~effects~~commercialize our lead product candidates for ~~distribution~~the totreatment of patients; in approved indications, our business would be significantly harmed.

weOur ~~may~~business beand ~~required~~future success depends on our ability to ~~change~~advance clinical development, obtain regulatory approval of, and then successfully commercialize our lead product candidates. Because our three allogeneic CAR-T product candidates, P-BCMA-ALLO1, P-MUC1C-ALLO1 and P-CD19CD20-ALLO1, are among the ~~way~~first aallogeneic products to be evaluated in the clinic, the failure of any such product iscandidates, ~~administered~~or the failure of other allogeneic cell therapy programs, including for reasons due to safety, efficacy or ~~conduct~~durability, may impede our ability to develop our product candidates, and significantly influence public and investor opinion in regard to the viability of our pipeline of allogeneic cell therapy programs. All of our product candidates, including our lead product candidates, will require additional clinical ~~trials;~~and non-clinical development, regulatory review and approval in multiple jurisdictions, substantial investment, continued access to sufficient clinical and eventually commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales. In addition, because our other product candidates are based on similar technology as our lead product candidates, if any of the lead product candidates encounters additional safety issues, efficacy problems, manufacturing problems, developmental delays, regulatory issues or other problems, our development plans and business would be significantly harmed.

~~the~~Serious adverse events, undesirable side effects or other unexpected properties of our product candidates may ~~become~~be ~~less~~identified ~~competitive;~~during development or after approval, which could lead to the discontinuation of our clinical development programs, refusal by regulatory authorities to approve our product candidates or, if discovered following marketing approval, revocation of marketing authorizations or limitations on the use of our product candidates thereby limiting the commercial potential of such product candidate.

To date, we have only tested our product candidates in a limited number of patients with cancer and the majority of these clinical trial participants have only been observed for a limited period of time after dosing. As we continue developing our product candidates and initiate clinical trials of our additional product candidates, serious adverse events, or SAEs, undesirable side effects, relapse of disease or unexpected characteristics may ~~decide~~emerge causing us to ~~remove~~abandon ~~the~~these product candidates or limit their development to more narrow uses or subpopulations in which the SAEs or undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective or in which efficacy is more pronounced or durable. For example, a significant risk observed in CAR-T product clinical trials is the ~~marketplace;~~development of cytokine release syndrome, or CRS, which in some instances resulted in neurotoxicity and patient deaths. While we have observed relatively limited instances of CRS or neurotoxicity in our clinical trials in our allogeneic programs as of the date of this filing, we may observe greater rates of these or other adverse events in higher doses of our existing trials or future CAR-T programs. Should we observe additional or more severe cases of CRS in our clinical trials or identify other undesirable side effects or other unexpected findings depending on their severity, our trials could be delayed or even stopped and our development programs may be halted entirely. In August 2020, we announced our P-PSMA-101 trial was placed on clinical hold to evaluate the death of a patient, which may have been related to treatment with P-PSMA-101. In November 2020 we announced that the FDA had lifted the clinical hold based upon our investigation of the event and proposed protocol amendments intended to increase patient compliance and safety, and we resumed the trial. We could observe similar patient deaths or other adverse events that require other trials to be suspended or terminated, which could represent a substantial setback to such programs.

~~we may be subject to fines, injunctions or the imposition of civil or criminal penalties.~~45

~~Negative~~Table ~~public opinion and increased regulatory scrutiny~~ of genetic research and therapies involving gene editing may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates.Contents

~~The~~Even ~~gene~~if ~~editing~~our ~~technologies~~product ~~that~~candidates weinitially ~~use~~show ~~are~~promise ~~novel.~~in ~~Public~~early ~~perception~~clinical ~~may~~trials, bethe ~~influenced~~side byeffects ~~claims~~of ~~that~~biological ~~gene~~products ~~editing~~are isfrequently ~~unsafe~~only detectable after they are tested in larger, longer and ~~products~~more ~~incorporating~~extensive ~~gene~~clinical ~~editing~~trials ~~may~~or, ~~not~~in ~~gain~~some ~~the~~cases, ~~acceptance~~after ofthey ~~the~~are ~~public~~made oravailable ~~the~~to ~~medical~~patients ~~community~~on a commercial scale after approval. ~~This~~Sometimes, ~~may~~it ~~lead~~can be difficult to ~~our~~determine ~~manufacturing~~if ~~efforts~~the serious adverse or ~~gene~~unexpected ~~editing~~side ~~technologies~~effects towere becaused ~~scrutinized~~by the product candidate or ~~viewed~~another asfactor, ~~unsafe~~especially in oncology subjects who may suffer from other medical conditions and be taking other medications. ~~Our~~If ~~success~~serious ~~will~~adverse ~~depend~~or ~~upon~~unexpected ~~physicians~~side ~~specializing~~effects inare ~~our~~identified ~~targeted~~during ~~diseases~~development ~~prescribing~~or after approval and are determined to be attributed to our product ~~candidates~~candidate, ifwe ~~approved,~~may asbe ~~treatments~~required into ~~lieu~~develop ofa Risk Evaluation and Mitigation Strategy, or inREMS, ~~addition~~ to ensure that the benefits of treatment with such product candidate outweigh the risks for each potential patient, ~~existing~~which may include, ~~more~~among ~~familiar~~other things, ~~treatments~~a ~~for~~communication ~~which~~plan ~~greater~~to ~~clinical~~health ~~data~~care ~~may~~practitioners, bepatient ~~available.~~education, ~~Any~~extensive ~~increase~~patient inmonitoring ~~negative~~or ~~perceptions~~distribution ofsystems ~~gene~~and ~~editing~~processes ~~may~~that ~~result~~are inhighly ~~fewer~~controlled, ~~physicians~~restrictive ~~prescribing~~and ~~our~~more ~~treatments~~costly orthan ~~may~~what ~~reduce~~is ~~the~~typical ~~willingness~~for ofthe ~~patients~~industry. toProduct-related ~~utilize~~side ~~our~~effects ~~treatments~~could oralso ~~participate~~result in ~~clinical~~potential ~~trials~~product ~~for~~liability claims. Any of these occurrences may harm our ~~product~~business, ~~candidates~~financial condition and prospects significantly.

In addition, ~~given~~if ~~the~~one ~~novel~~or ~~nature~~more of ~~gene~~our ~~editing~~product ~~and~~candidates ~~cell~~receives ~~therapy~~marketing ~~technologies~~approval, ~~governments~~and ~~may~~we ~~place import, export~~ or ~~other~~others ~~restrictions~~later inidentify ~~order~~undesirable toside ~~retain~~effects ~~control~~caused orby ~~limit~~such ~~the use of the technologies. Increased negative public opinion or more restrictive government regulations either in the United States or internationally~~products, ~~would have~~ a ~~negative~~number ~~effect on our business or financial condition and may delay or impair the development and commercialization~~ of ~~our~~potentially ~~product~~significant ~~candidates~~negative orconsequences ~~demand~~could ~~for~~result, ~~such product candidates.~~including:

•

~~Clinical~~regulatory ~~development~~authorities ismay ~~a lengthy~~suspend, ~~expensive~~withdraw ~~and~~or ~~uncertain~~limit ~~process.~~approvals ~~The results~~ of ~~preclinical~~such ~~studies and early clinical trials are not always predictive of future results. Any~~ product, ~~candidate~~or ~~that~~seek wean ~~advance~~injunction ~~into~~against ~~clinical~~its ~~trials~~manufacture ~~may not achieve favorable results in later clinical trials, if any,~~ or ~~receive marketing approval.~~distribution;

•

~~The~~regulatory ~~research~~authorities ~~and~~may ~~development~~require ofadditional ~~drugs~~warnings ~~and~~on ~~biological products is extremely risky. Only a small percentage of product candidates that enter~~ the ~~development~~label, ~~process~~including ~~ever~~“boxed” ~~receive~~warnings, ~~marketing~~or ~~approval.~~issue ~~Before~~safety ~~obtaining~~alerts, ~~marketing~~Dear ~~approval~~Healthcare ~~from~~Provider ~~regulatory authorities for the sale of our product candidates~~letters, wepress ~~must~~releases ~~conduct~~or ~~extensive~~other ~~clinical~~communications ~~trials~~containing towarnings ~~demonstrate~~or ~~the~~other safety ~~and~~information ~~efficacy~~about of the product ~~candidates in humans. Clinical testing is expensive, can take many years to complete and its outcome is uncertain.~~;

•

~~The~~we ~~results~~may ofbe ~~preclinical~~required ~~studies~~to ~~and~~create ~~early~~a ~~clinical~~medication ~~trials~~guide ofoutlining ~~our product candidates and other products, even those with~~ the ~~same~~risks ~~or similar mechanisms~~ of ~~action,~~such ~~may~~side ~~not~~effects ~~be predictive of the results of later-stage clinical trials. In particular, it is not uncommon~~ for ~~product~~distribution ~~candidates~~ to ~~exhibit unforeseen safety or efficacy issues when tested in humans despite promising results in preclinical~~ patients;

•

45we may be required to change the way a product is administered or conduct additional clinical trials;

•

~~Table~~the ofproduct ~~Contents~~may become less competitive;

•

~~animal models. In August 2020,~~ we announced the P-PSMA-101 trial was put on clinical hold to assess a patient death. This clinical hold was lifted in November 2020 with the implementation of protocol amendments intended to increase patient compliance and safety that included modified inclusion and exclusion criteria and frequency of monitoring and laboratory testing. In addition, due primarily to the observation of anti-drug antibodies in some patients in our first clinical trial, P-BCMA-101, we explored additional dosing strategies, such as administering the doses in smaller cycles in the first 30 days and adding rituximab to the preconditioning regimen to potentially suppress any antibody response. If these anti-drug antibodies are neutralizing the product candidate, the activity of P-BCMA-101, or any other product candidate in which anti-drug antibodies neutralize the product candidate, may bedecide ~~limited. To the extent that we choose one of these other dosing strategies for advancement in any of our clinical trials, it may be on the basis of more limited data as compared~~ to ~~the~~remove previously evaluated Phase 1 cohorts. Other than P-BCMA-101, P-PSMA-101 and our current clinical trials, none of our product candidates have ever been tested in humans. We have only recently initiated clinical trials for our first three allogeneic CAR-T product candidates, P-BCMA-ALLO1, P-MUC1C-ALLO1 and P-CD19CD20-ALLO1. While we have applied learnings from our autologous P-BCMA-101 product candidate in our development of P-BCMA-ALLO1, we cannot be certain that these learnings will be applicable to the allogeneic program or that we will not encounter unexpected results dosing P-BCMA-ALLO1, P-MUC1C-ALLO1 or P-CD19CD20-ALLO1 in our clinical trials. Future results of preclinical and clinical testing of our product candidates are also less certain due to the novel and relatively untested nature of our approach to CAR-T and genetic medicine development and related platform technologies. In general, clinical trial failure may result from a multitude of factors including flaws in study design, dose selection, patient enrollment criteria and failure to demonstrate favorable safety or efficacy traits. As such, failure in clinical trials can occur at any stage of testing. A number of companies in the ~~biopharmaceutical~~marketplace; ~~industry have suffered setbacks in the advancement of clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials.~~and

•

Ifwe ~~the~~may ~~results~~be ofsubject ~~our~~to ~~clinical~~fines, ~~trials~~injunctions ~~are inconclusive~~ or ifthe ~~there~~imposition ~~are~~of ~~safety~~civil ~~concerns~~ or ~~adverse~~criminal ~~events associated with our product candidates, we may:~~penalties.

~~incur~~Negative ~~unplanned~~public ~~costs;~~opinion and increased regulatory scrutiny of genetic research and therapies involving gene editing may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates.

The gene editing technologies that we use are novel. Public perception may be ~~delayed~~influenced by claims that gene editing is unsafe, and products incorporating gene editing may not gain the acceptance of the public or the medical community. This may lead to our manufacturing efforts or gene editing technologies to be scrutinized or viewed as unsafe. Our success will depend upon physicians specializing in our targeted diseases prescribing our product candidates, if approved, as treatments in lieu of, or ~~prevented~~in ~~from~~addition ~~obtaining~~to, ~~marketing~~existing, ~~approval~~more familiar, treatments for which greater clinical data may be available. Any increase in negative perceptions of gene editing may result in fewer physicians prescribing our treatments or may reduce the willingness of patients to utilize our treatments or participate in clinical trials for our product candidates;.

~~obtain~~In ~~approval~~addition, ~~for~~given ~~indications~~the novel nature of gene editing and cell therapy technologies, governments may place import, export or ~~patient~~other ~~populations~~restrictions ~~that~~in ~~are~~order ~~not~~to asretain ~~broad~~control asor ~~intended~~limit the use of the technologies. Increased negative public opinion or ~~desired;~~more restrictive government regulations either in the United States or internationally, would have a negative effect on our business or financial condition and may delay or impair the development and commercialization of our product candidates or demand for such product candidates.

~~obtain~~Clinical ~~approval~~development ~~with~~is ~~labeling~~a lengthy, expensive and uncertain process. The results of preclinical studies and early clinical trials are not always predictive of future results. Any product candidate that ~~includes~~we ~~significant~~advance ~~use~~into orclinical ~~distribution~~trials ~~restrictions~~may ornot ~~safety~~achieve ~~warnings~~favorable ~~including~~results ~~boxed~~in ~~warnings;~~later clinical trials, if any, or receive marketing approval.

beThe ~~subject~~research toand ~~changes~~development inof drugs and biological products is extremely risky. Only a small percentage of product candidates that enter the ~~way~~development process ever receive marketing approval. Before obtaining marketing approval from regulatory authorities for the sale of our product candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Clinical testing is ~~administered;~~expensive, can take many years to complete and its outcome is uncertain.

beThe ~~required~~results toof ~~perform~~preclinical ~~additional~~studies and early clinical trials toof ~~support~~our ~~approval~~product candidates and other products, even those with the same or similar mechanisms of action, may not be ~~subject~~predictive toof ~~additional~~the ~~post~~results of later-~~marketing~~stage ~~testing~~clinical ~~requirements;~~trials. In particular, it is not uncommon for product candidates to exhibit unforeseen safety or efficacy issues when tested in humans despite promising results in preclinical

~~have regulatory authorities withdraw their approval of the product or impose restrictions on its distribution in the form of a modified REMS;~~46

beTable ~~subject to the addition~~ of ~~labeling statements, such as warnings or contraindications;~~Contents

animal models. In August 2020, we announced the P-PSMA-101 trial was put on clinical hold to assess a patient death. This clinical hold was lifted in November 2020 with the implementation of protocol amendments intended to increase patient compliance and safety that included modified inclusion and exclusion criteria and frequency of monitoring and laboratory testing. In addition, due primarily to the observation of anti-drug antibodies in some patients in our first clinical trial, P-BCMA-101, we explored additional dosing strategies, such as administering the doses in smaller cycles in the first 30 days and adding rituximab to the preconditioning regimen to potentially suppress any antibody response. If these anti-drug antibodies are neutralizing the product candidate, the activity of P-BCMA-101, or any other product candidate in which anti-drug antibodies neutralize the product candidate, may be ~~sued;~~limited. To the extent that we choose one of these other dosing strategies for advancement in any of our clinical trials, it may be on the basis of more limited data as compared to the previously evaluated Phase 1 cohorts. Other than P-BCMA-101, P-PSMA-101 and our current clinical trials, none of our product candidates have ever been tested in humans. We have only recently initiated clinical trials for our first three allogeneic CAR-T product candidates, P-BCMA-ALLO1, P-MUC1C-ALLO1 and P-CD19CD20-ALLO1. While we have applied learnings from our autologous P-BCMA-101 product candidate in our development of P-BCMA-ALLO1, we cannot be certain that these learnings will be applicable to the allogeneic program or that we will not encounter unexpected results dosing P-BCMA-ALLO1, P-MUC1C-ALLO1 or P-CD19CD20-ALLO1 in our clinical trials. Future results of preclinical and clinical testing of our product candidates are also less certain due to the novel and relatively untested nature of our approach to CAR-T and genetic medicine development and related platform technologies. In general, clinical trial failure may result from a multitude of factors including flaws in study design, dose selection, patient enrollment criteria and failure to demonstrate favorable safety or efficacy traits. As such, failure in clinical trials can occur at any stage of testing. A number of companies in the biopharmaceutical industry have suffered setbacks in the advancement of clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials.

~~experience~~If ~~damage~~the toresults of our ~~reputation.~~clinical trials are inconclusive or if there are safety concerns or adverse events associated with our product candidates, we may:

•

~~Treatment~~incur ~~with~~unplanned our oncology product candidates involves chemotherapy and myeloablative treatments, which can cause side effects or adverse events that are unrelated to our product candidate but may still impact the success of our clinical trials. Additionally, our product candidates could potentially cause other adverse events. The inclusion of critically ill patients in our clinical trials may result in deaths or other adverse medical events due to other therapies or medications that such patients may be using. As described above, any of these events could prevent us from obtaining regulatory approval or achieving or maintaining market acceptance of our product candidates and impair our ability to commercialize our products. Because all of our product candidates are derived from our platform technologies, a clinical failure of one of our product candidates may also increase the actual or perceived likelihood that our other product candidates will experience similar failures.costs;

•

Webe ~~may~~delayed ~~encounter~~in ~~substantial~~or ~~delays~~prevented infrom obtaining marketing approval for our ~~clinical~~product ~~trials.~~candidates;

•

Weobtain ~~cannot~~approval ~~guarantee~~for ~~that~~indications ~~any clinical trials will be conducted as planned~~ or ~~completed~~patient onpopulations ~~schedule,~~that if at all. For example, we cannot begin our planned Phase 1 clinical trials for our liver directed investigational genetic medicines candidates until we complete certain preclinical development and submit and receive authorization to proceed under INDs. While we announced FDA clearance for our IND for P-BCMA-ALLO1 in August 2021, our IND for P-MUC1C-ALLO1 in December 2021 and our IND for P-CD19CD20-ALLO1 in July 2023, we are ~~dependent~~not onas ~~clinical~~broad ~~sites~~as tointended ~~continue~~or ~~enrolling patients. We announced in August 2020 our~~ desired;

•

46obtain approval with labeling that includes significant use or distribution restrictions or safety warnings including boxed warnings;

•

~~Table~~be ofsubject ~~Contents~~to changes in the way the product is administered;

•

~~P-PSMA-101~~be ~~trial~~required ~~was put on clinical hold~~ to ~~assess~~perform aadditional ~~patient death. In November 2020 we announced that the FDA had lifted the~~ clinical ~~hold~~trials ~~based upon our investigation of the event and proposed protocol amendments intended~~ to ~~increase~~support ~~patient~~approval ~~compliance~~or ~~and~~be ~~safety.~~subject ~~While we were able~~ to ~~resume~~additional ~~the~~post-marketing ~~trial,~~testing ~~a similar hold in other trials could delay the ultimate completion of the trial. Other events that may prevent successful or timely completion of clinical development include:~~requirements;

•

~~delays~~have inregulatory ~~reaching~~authorities awithdraw ~~consensus~~their ~~with~~approval ~~regulatory~~of ~~agencies~~the product or impose restrictions on ~~trial~~its ~~design~~distribution in the form of a modified REMS;

•

~~delays in reaching agreement on acceptable terms with prospective clinical research organizations, or CROs, and clinical trial sites, the terms of which can~~ be subject to ~~extensive~~the ~~negotiation~~addition ~~and~~of ~~may~~labeling ~~vary~~statements, ~~significantly~~such ~~among~~as ~~different~~warnings ~~CROs~~or ~~and trial sites~~contraindications;

•

~~delays~~be insued; ~~obtaining required institutional review board,~~ or ~~IRB, approval at each clinical trial site;~~

•

~~delays~~experience indamage ~~recruiting suitable patients~~ to ~~participate in~~ our ~~clinical trials;~~reputation.

~~imposition~~Treatment with our oncology product candidates involves chemotherapy and myeloablative treatments, which can cause side effects or adverse events that are unrelated to our product candidate but may still impact the success of aour clinical ~~hold~~trials. byAdditionally, ~~regulatory~~our ~~agencies~~product candidates could potentially cause other adverse events. The inclusion of critically ill patients in our clinical trials may result in deaths or other adverse medical events due to other therapies or medications that such patients may be using. As described above, ~~after~~any anof ~~inspection~~these events could prevent us from obtaining regulatory approval or achieving or maintaining market acceptance of our product candidates and impair our ability to commercialize our products. Because all of our product candidates are derived from our platform technologies, a clinical ~~trial~~failure ~~operations~~of one of our product candidates may also increase the actual or ~~study~~perceived ~~sites;~~likelihood that our other product candidates will experience similar failures.

~~failure~~We bymay ~~our~~encounter ~~CROs,~~substantial ~~other~~delays ~~third~~in ~~parties~~our ~~or us to adhere to the trial protocol or the FDA’s good~~ clinical ~~practices, or GCPs, or applicable regulatory guidelines in other countries;~~trials.

~~third-party~~We ~~contractors~~cannot ~~becoming~~guarantee ~~debarred~~that orany ~~suspended~~clinical trials will be conducted as planned or ~~otherwise~~completed ~~penalized~~on byschedule, ~~the~~if at all. For example, we cannot begin our planned Phase 1 clinical trials for our liver directed investigational genetic medicines candidates until we complete certain preclinical development and submit and receive authorization to proceed under INDs. While we announced FDA orclearance ~~other~~for ~~comparable~~our ~~foreign~~IND ~~regulatory~~for ~~authorities~~P-BCMA-ALLO1 in August 2021, our IND for ~~violations~~P-MUC1C-ALLO1 ofin ~~applicable~~December ~~regulatory~~2021 ~~requirements;~~and our IND for P-CD19CD20-ALLO1 in July 2023, we are dependent on clinical sites to continue enrolling patients. We announced in August 2020 our

delays in the testing, validation, manufacturing and delivery of our product candidates to the treatment sites, including due to a facility manufacturing any of our product candidates or any of their components being ordered by the FDA or comparable foreign regulatory authorities to temporarily or permanently shut down due to violations of current good manufacturing practices, or cGMPs, regulations or other applicable requirements, or infections or cross-contaminations of product candidates in the manufacturing process;47

~~delays~~Table inof ~~having patients complete participation in a study or return for post-treatment follow-up;~~Contents

~~clinical~~P-PSMA-101 trial ~~sites~~was orput ~~patients~~on ~~dropping~~clinical ~~out~~hold to assess a patient death. In November 2020 we announced that the FDA had lifted the clinical hold based upon our investigation of the event and proposed protocol amendments intended to increase patient compliance and safety. While we were able to resume the trial, a ~~study;~~similar hold in other trials could delay the ultimate completion of the trial. Other events that may prevent successful or timely completion of clinical development include:

•

~~discovering~~delays ~~that~~in ~~product~~reaching ~~candidates~~a ~~have~~consensus ~~unforeseen~~with ~~safety~~regulatory ~~issues,~~agencies ~~undesirable~~on ~~side~~trial ~~effects or other unexpected characteristics~~design;

•

todelays ~~the extent that we conduct clinical trials~~ in ~~foreign~~reaching ~~countries,~~agreement ~~the~~on ~~failure~~acceptable ofterms ~~enrolled~~with ~~patients~~prospective inclinical ~~foreign~~research ~~countries~~organizations, toor ~~adhere~~CROs, toand clinical ~~protocol~~trial assites, athe ~~result~~terms of ~~differences~~which incan ~~healthcare~~be ~~services~~subject orto ~~cultural~~extensive ~~customs,~~negotiation ~~managing~~and ~~additional~~may ~~administrative~~vary ~~burdens~~significantly ~~associated~~among ~~with~~different ~~foreign~~CROs ~~regulatory schemes, as well as political~~ and ~~economic~~trial ~~risks relevant to such foreign countries~~sites;

•

~~receiving~~delays ~~untimely~~in orobtaining ~~unfavorable~~required ~~feedback~~institutional ~~from~~review ~~applicable~~board, ~~regulatory authorities regarding the trial~~ or ~~requests~~IRB, ~~from~~approval ~~regulatory~~at ~~authorities~~each toclinical ~~modify the design of a~~ trial site;

•

~~suspensions~~delays orin ~~terminations~~recruiting bysuitable ~~us,~~patients ~~the IRBs of the institutions at which such trials are being conducted, by the Data Safety Monitoring Board, for such trial or by regulatory authorities due~~ to aparticipate ~~number~~in ofour ~~factors,~~clinical ~~including those described above~~trials;

•

~~lack~~imposition of ~~adequate~~a ~~funding;~~clinical hold by regulatory agencies, after an inspection of our clinical trial operations or study sites;

•

~~changes~~failure inby ~~regulatory~~our ~~requirements~~CROs, ~~and~~other ~~guidance~~third ~~that~~parties ~~require~~or ~~amending~~us to adhere to the trial protocol or ~~submitting~~the ~~new~~FDA’s good clinical ~~protocols.~~practices, or GCPs, or applicable regulatory guidelines in other countries;

•

~~Any~~third-party ~~inability~~contractors tobecoming ~~successfully~~debarred ~~complete preclinical and clinical development could result in additional costs to us~~ or ~~impair~~suspended ~~our ability to raise capital, generate revenues from product sales and enter into~~ or ~~maintain~~otherwise ~~collaboration~~penalized ~~arrangements.~~by For example, certain clinical trial services agreements are based on fees that do not vary based on patient enrollment. Therefore, if enrollment in a clinical trial is slowed, certain of our expenses related to the ~~trial~~FDA would not decrease and therefore the overall costs to complete the trial would increase. In addition, if we make manufacturing changes to our product candidates, we may need to conduct additional studies to bridge our modified product candidates to earlier versions. Clinical trial delays could also shorten any periods during which we may have the exclusive right to commercialize our product candidates or ~~allow~~other ~~our~~comparable ~~competitors~~foreign toregulatory ~~bring~~authorities ~~products~~for toviolations ~~market~~of ~~before~~applicable weregulatory ~~do, which could impair our ability to successfully commercialize our product candidates and may harm our business and results of operations.~~requirements;

•

47delays in the testing, validation, manufacturing and delivery of our product candidates to the treatment sites, including due to a facility manufacturing any of our product candidates or any of their components being ordered by the FDA or comparable foreign regulatory authorities to temporarily or permanently shut down due to violations of current good manufacturing practices, or cGMPs, regulations or other applicable requirements, or infections or cross-contaminations of product candidates in the manufacturing process;

•

~~Table~~delays ofin ~~Contents~~having patients complete participation in a study or return for post-treatment follow-up;

•

Ifclinical wetrial ~~experience~~sites ~~delays~~ or ~~difficulties in the enrollment of~~ patients indropping ~~our~~out ~~clinical trials, our receipt~~ of ~~necessary~~a ~~regulatory approvals could be delayed or prevented.~~ study;

•

Wediscovering orthat ~~our collaborators may not be able to initiate or continue clinical trials for any~~ product candidates wehave ~~identify~~unforeseen orsafety ~~develop if we are unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA~~issues, ~~the~~undesirable ~~EMA~~side oreffects ~~any other comparable regulatory authority,~~ or as needed to provide appropriate statistical power for a given trial. Enrollment may be particularly challenging for certain of the rare diseases we are targeting in our programs. In addition, if patients are unwilling to participate in our trials due to negative publicity from adverse events related to the cell therapy, gene therapy, or gene editing fields, competitive clinical trials for similar patient populations, clinical trials in competing products, or for other ~~reasons,~~unexpected the timeline for recruiting patients, conducting studies, and obtaining regulatory approval of any product candidates we may develop may be delayed. Moreover, some of our competitors currently and may in the future, have ongoing clinical trials for product candidates that treat the same indications as product candidates we are developing and may develop in the future, and patients who would otherwise be eligible for our clinical trials may instead enroll in clinical trials of our competitors’ product candidates.characteristics;

•

~~Clinical~~to ~~trial~~the ~~patient~~extent ~~enrollment~~that iswe ~~also~~conduct ~~affected~~clinical bytrials ~~other~~in ~~factors~~foreign countries, ~~including severity of~~ the ~~disease~~failure ~~under investigation; size~~ of ~~the~~enrolled ~~patient~~patients ~~population~~in ~~and~~foreign ~~process~~countries ~~for~~to ~~identifying~~adhere ~~patients;~~to ~~design~~clinical ~~of the trial~~ protocol; ~~the~~as ~~risk~~a ~~that~~result ~~enrolled patients will drop out before completion~~ of ~~the~~differences ~~trial~~in ~~availability;~~healthcare ~~efficacy~~services ofor ~~approved~~cultural ~~medications~~customs, ~~for~~managing ~~the~~additional ~~disease~~administrative ~~under~~burdens ~~investigation;~~associated ~~our~~with ~~ability~~foreign toregulatory ~~obtain~~schemes, ~~and~~as ~~maintain~~well ~~patient~~as ~~informed~~political ~~consent; eligibility~~ and ~~exclusion~~economic ~~criteria~~risks ~~for~~relevant ~~the trial in question; our ability~~ to ~~monitor~~such ~~patients~~foreign ~~adequately during and after treatment~~countries; ~~and proximity and availability of clinical trial sites for prospective patients, especially for those diseases which have more limited patient populations.~~

•

~~Enrollment~~receiving ~~delays~~untimely inor ~~our~~unfavorable ~~clinical~~feedback ~~trials~~from ~~may~~applicable ~~result~~regulatory inauthorities ~~increased~~regarding ~~development costs for any product candidates we may develop, which would cause~~ the ~~value~~trial ~~of our company to decline and limit our ability to obtain additional financing. If we~~ or ~~our~~requests ~~collaborators~~from ~~have~~regulatory ~~difficulty~~authorities ~~enrolling a sufficient number of patients~~ to ~~conduct~~modify ~~our~~the ~~clinical~~design ~~trials as planned, we may need to delay, limit, or terminate ongoing or planned clinical trials, any~~ of ~~which~~a ~~would have an adverse effect on our business, financial condition, results of operations, and prospects.~~trial;

•

~~Interim~~suspensions or terminations by us, ~~topline~~the ~~and~~IRBs ~~preliminary~~of ~~data~~the ~~from~~institutions ~~our~~at ~~clinical~~which such trials ~~may~~are ~~change~~being asconducted, ~~more~~by ~~patient~~the ~~data~~Data ~~become~~Safety ~~available~~Monitoring Board, ~~and~~for ~~are~~such ~~subject~~trial toor ~~audit~~by ~~and~~regulatory ~~verification~~authorities ~~procedures~~due ~~that~~to ~~could~~a ~~result~~number inof ~~material~~factors, ~~changes~~including inthose ~~the~~described ~~final data.~~above;

•

~~From~~lack ~~time to time, we may publicly disclose preliminary, interim or topline data from our preclinical studies and clinical trials, which is based on a preliminary analysis~~ of ~~then-available~~adequate ~~data,~~funding; and the results and related findings and conclusions are subject to change as patient enrollment and treatment continues and more patient data become available. Adverse differences between previous preliminary or interim data and future interim or final data could significantly harm our business prospects. We may also announce topline data following the completion of a preclinical study or clinical trial, which may be subject to change following a more comprehensive review of the data related to the particular study or trial. We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the interim, topline or preliminary results that we report may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated. Topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, interim, topline and preliminary data should be viewed with caution until the final data are available.

•

~~Further,~~changes ~~others,~~in ~~including~~ regulatory ~~agencies,~~requirements ~~may~~and ~~not~~guidance ~~accept~~that orrequire ~~agree~~amending ~~with our assumptions, estimates, calculations, conclusions~~ or ~~analyses~~submitting ornew may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and our company in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical ~~trial is based on what is typically extensive information, and you or others may not agree with what we determine to be material or otherwise appropriate information to include in our disclosure~~protocols.

*Any Weinability ~~may~~to ~~not~~successfully ~~ultimately~~complete ~~receive~~preclinical and clinical development could result in additional costs to us or ~~realize~~impair ~~the~~our ~~potential~~ability ~~benefits~~to raise capital, generate revenues from product sales and enter into or maintain collaboration arrangements. For example, certain clinical trial services agreements are based on fees that do not vary based on patient enrollment. Therefore, if enrollment in a clinical trial is slowed, certain of ~~orphan~~our ~~drug~~expenses ~~designation~~related ~~for~~to the trial would not decrease and therefore the overall costs to complete the trial would increase. In addition, if we make manufacturing changes to our product candidates, we may need to conduct additional studies to bridge our modified product candidates to earlier versions. Clinical trial delays could also shorten any ofperiods during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do, which could impair our ability to successfully commercialize our product candidates and may harm our business and results of operations.

We may seek orphan drug designation for certain of our product candidates. The FDA grants orphan designation to drugs that are intended to treat rare diseases with fewer than 200,000 patients in the United States or that affect more than 200,000 persons but where there is no reasonable expectation to recover the costs of developing and marketing a treatment drug in the United States. While we received orphan drug designation for P-BCMA-101 and P-BCMA-ALLO1 for the treatment of relapsed/refractory multiple myeloma, we may not receive this designation for any other product candidates in the future. In the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages, and application fee waivers. After the FDA grants orphan drug designation, the generic identity of the drug and its potential orphan 48

48Table of Contents

~~Table~~If we experience delays or difficulties in the enrollment of ~~Contents~~patients in our clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented.

~~use~~We or our collaborators may not be able to initiate or continue clinical trials for any product candidates we identify or develop if we are ~~disclosed~~unable ~~publicly~~to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA, the EMA or any other comparable regulatory authority, or as needed to provide appropriate statistical power for a given trial. ~~However~~Enrollment may be particularly challenging for certain of the rare diseases we are targeting in our programs. In addition, ~~orphan~~if ~~drug~~patients ~~designation~~are ~~neither~~unwilling ~~shortens~~to participate in our trials due to negative publicity from adverse events related to the ~~development~~cell ~~time~~therapy, ~~nor~~gene therapy, or gene editing fields, competitive clinical trials for similar patient populations, clinical trials in competing products, or for other reasons, the timeline for recruiting patients, conducting studies, and obtaining regulatory ~~review~~approval ~~time~~of any product candidates we may develop may be delayed. Moreover, some of aour competitors currently and may in the future, have ongoing clinical trials for product ~~candidate~~candidates ~~nor~~that ~~gives~~treat the ~~candidate~~same ~~any~~indications ~~advantage~~as product candidates we are developing and may develop in the ~~regulatory~~future, ~~review~~and orpatients ~~approval~~who ~~process~~would otherwise be eligible for our clinical trials may instead enroll in clinical trials of our competitors’ product candidates.

InClinical ~~addition,~~trial ifpatient aenrollment ~~product~~is ~~receives~~also ~~the~~affected ~~first~~by ~~FDA~~other ~~approval~~factors, ~~for~~including ~~the~~severity ~~indication~~of ~~for which it has orphan designation,~~ the ~~product~~disease isunder ~~entitled~~investigation; tosize ~~orphan~~of ~~drug exclusivity, which means~~ the ~~FDA~~patient ~~may~~population ~~not~~and ~~approve~~process ~~any~~for ~~other~~identifying ~~application~~patients; todesign ~~market~~of the ~~same~~trial ~~drug~~protocol; ~~for~~ the ~~same~~risk ~~indication~~that ~~for~~enrolled apatients ~~period~~will ofdrop ~~seven~~out ~~years,~~before ~~except~~completion ~~in limited circumstances, such as a showing~~ of ~~clinical superiority over~~ the ~~product~~trial ~~with~~availability; ~~orphan~~efficacy ~~exclusivity~~of orapproved ~~where~~medications ~~the manufacturer is unable to assure sufficient product quantity~~ for the ~~orphan~~disease ~~patient~~under ~~population.~~investigation; ~~Exclusive marketing rights in the United States may also be unavailable if we or~~ our ~~collaborators~~ability ~~seek~~to ~~approval~~obtain

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