(in thousands, except share amounts)

Convertible Preferred Stock

Common Stock

Additional Paid-In

Other Comprehensive

Accumulated

Total Stockholders’ Equity

Shares

Amount

Shares

Amount

Capital

Loss

Deficit

(Deficit)

BALANCE—December 31, 2021

—

$
—

60,263,158

$
6

$
485,748

$
(135
)

$
(97,794
)

$
387,825

Issuance of common stock under employee stock plans

—

—

36,596

—

361

—

—

361

Issuance of common stock on exercise of options

—

—

389,855

—

629

—

—

629

Stock-based compensation expense

—

—

—

—

3,024

—

—

3,024

Net loss

—

—

—

—

—

—

(19,088
)

(19,088
)
Other comprehensive loss

—

—

—

—

—

(954
)

—

(954
)
BALANCE—March 31, 2022

—

$
—

60,689,609

$
6

$
489,762

$
(1,089
)

$
(116,882
)

$
371,797

Issuance of common stock on exercise of options

—

—

148,761

—

363

—

—

363

Stock-based compensation expense

—

—

—

—

2,918

—

—

2,918

Net loss

—

—

—

—

—

—

(26,697
)

(26,697
)
Other comprehensive loss

—

—

—

—

—

(492
)

—

(492
)
BALANCE—June 30, 2022

—

$
—

60,838,370

$
6

$
493,043

$
(1,581
)

$
(143,579
)

$
347,889

BALANCE—December 31, 2020

7,766,582

$
41,323

9,710,830

$
1

$
7,433

$
—

$
(30,871
)

$
(23,437
)
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million

6,663,940

108,827

—

—

—

—

—

—

Issuance of common stock on exercise of options

—

—

584,614

—

564

—

—

564

Stock-based compensation expense

—

—

—

—

343

—

—

343

Net loss

—

—

—

—

—

—

(13,159
)

(13,159
)
BALANCE—March 31, 2021

14,430,522

$
150,150

10,295,444

$
1

$
8,340

$
—

$
(44,030
)

$
(35,689
)
Repayment of promissory note

—

—

—

—

1,150

—

—

1,150

Issuance of common stock on exercise of options

—

—

1,037,979

—

566

—

—

566

Stock-based compensation expense

—

—

—

—

593

—

—

593

Net loss

—

—

—

—

—

—

(14,311
)

(14,311
)
BALANCE—June 30, 2021

14,430,522

$
150,150

11,333,423

$
1

$
10,649

$
—

$
(58,341
)

$
(47,691
)

(in thousands)

Six Months Ended June 30,

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$
(45,785
)

$
(27,470
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

666

451

Loss on disposal of fixed assets

0

3

Non-cash consideration for licensing and collaboration revenue

(205
)

0

Change in fair value of equity securities

104

0

Stock-based compensation expense

5,942

936

Change in fair value of MSKCC success payments liability

(2,648
)

1,181

Acquired in-process research and development

300

1,000

Extinguishment of PPP Loan

0

(1,578
)
Amortization of investment premiums

449

0

Non-cash lease expense

1,000

0

Changes in operating assets and liabilities:

Accounts receivable

629

148

Contract assets

(606
)

498

Other receivables

2,388

(3,894
)
Prepaid expenses and other current assets

(347
)

(1,842
)
Other assets

(326
)

(151
)
Accounts payable

(3,557
)

1,031

Accrued expenses and other current liabilities

1,117

1,009

Deferred revenue, current and long-term

(2,470
)

31,791

Deferred rent and lease incentive liability

0

738

Operating lease liabilities

(182
)

0

Other liabilities

(15
)

(14
)
Net cash (used in) provided by operating activities

(43,546
)

3,837

CASH FLOWS FROM INVESTING ACTIVITIES:

Maturities of marketable securities

99,009

0

Purchases of marketable securities

(181,746
)

0

Purchases of property and equipment

(3,343
)

(506
)
Net cash used in investing activities

(86,080
)

(506
)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of Series C convertible preferred stock, net of issuance costs

0

108,827

Proceeds from exercise of stock options and purchases of common stock under employee stock purchase plan

1,352

1,130

Repayment of promissory note

0

1,150

Payments on capital lease

0

(119
)
Payment of deferred issuance costs

0

(702
)
Net cash provided by financing activities

1,352

110,286

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

(128,274
)

113,617

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD

240,420

15,953

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD

$
112,146

$
129,570

RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash equivalents

$
112,146

$
129,524

Restricted cash

46

46

TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

$
112,192

$
129,570

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

$
0

$
11

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Acquisition of property and equipment included in accrued expenses and other current liabilities

$
707

$
869

Deferred issuance costs related to initial public offering unpaid at period end

$
0

$
1,884

Acquired in-process research and development accrued

$
300

$
1,000

Extinguishment of PPP Loan

$
0

$
1,578

Right-of-use-assets obtained in exchange for new operating lease liabilities

$
26,249

$
0

Table of Contents

As of June 30, 2022

Amortized
Cost Basis

Unrealized
Gains

Unrealized
Losses

Estimated
Fair Value

Commercial paper ($50,370 included in cash and cash equivalents)

$
174,478

$
2

$
(742
)

$
173,738

U.S. Treasury bills ($6,995 included in cash and cash equivalents)

82,742

6

(684
)

82,064

Money market investments (included in cash equivalents)

53,583

—

—

53,583

Corporate debt securities

34,152

—

—

34,152

U.S. government agency bonds ($1,199 included in cash and cash equivalents)

22,702

11

(174
)

22,539

Total cash equivalents and marketable securities

$
367,657

$
19

$
(1,600
)

$
366,076

Classified as:

Cash and cash equivalents

$
112,146

Marketable securities, short-term

227,778

Marketable securities, long-term

26,152

Total cash equivalents and marketable securities

$
366,076

As of December 31, 2021

Amortized
Cost Basis

Unrealized
Gains

Unrealized
Losses

Estimated
Fair Value

Money market investments (included in cash equivalents)

$
181,528

$
-

$
—

$
181,528

Commercial paper ($58,892 included in cash equivalents)

141,726

1

(51
)

141,676

U.S. government agency bonds

25,102

-

(37
)

25,065

Corporate debt securities

38,661

4

(16
)

38,649

U.S. Treasury bills

26,626

1

(37
)

26,590

Total cash equivalents and marketable securities

$
413,643

$
6

$
(141
)

$
413,508

Classified as:

Cash and cash equivalents

$
240,420

Marketable securities, short-term

135,412

Marketable securities, long-term

37,676

Total cash equivalents and marketable securities

$
413,508

We may terminate the MSKCC Agreement upon 90 calendar days’ prior written notice to MSKCC. MSKCC may terminate the MSKCC Agreement in the event of our uncured material breach, bankruptcy, or criminal activity. If MSKCC materially breaches the MSKCC Agreement in certain circumstances (e.g., granting a third party a license in our field) then, during the time of such uncured breach, MSKCC will not be entitled to receive any success payments or any change of control payment.

~~As of June 30, 2022, the estimated fair value of the total success payments obligation to MSKCC was $1.4~~ ~~million, which was included in long-term liabilities in our condensed consolidated balance sheets. For the three months ended June 30, 2022 and 2021, we recognized a $1.1~~ ~~million and $0.5~~ million, respectively, change in fair value of the MSKCC success payments liability, which was recorded in other income (expense) in our condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2022 and 2021, we recognized a $~~2.6~~ ~~million and $1.2~~ million, respectively, change in fair value of the MSKCC success payments liability, which was recorded in other income (expense) in our condensed consolidated statements of operations and comprehensive loss.

On July 16, 2014, we entered into a License Agreement (as amended, the “Intellia License Agreement”) with Intellia, LLC, to which Intellia Therapeutics, Inc. (“Intellia”) is a successor in interest. Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a defined field of human therapeutics. Intellia granted us an exclusive worldwide license, with the right to sublicense, to certain of its CRISPR-Cas9 technology for all fields outside of the defined field of human therapeutics. Under the Intellia License Agreement, each party is responsible for 30~~% of the other party’s expenses for prosecution and maintenance of the licensed intellectual property.~~

~~During the three months ended June 30, 2022 and 2021, we reimbursed Intellia $0.2~~ ~~million and less than $0.1~~ million, respectively, which was recorded as general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2022 and 2021, we reimbursed Intellia $~~0.4~~ ~~million and less than $0.1~~ million, respectively, which was recorded as general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. During the three months ended June 30, 2022 and 2021, Intellia reimbursed us $~~0.2~~ ~~million and $0.8~~ million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2022 and 2021, Intellia reimbursed us $~~0.5~~ ~~million and $1.3~~ million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. The term of the Intellia License Agreement continues for the life of the licensed patents and patent applications; provided, however, either party may terminate the agreement upon the occurrence of certain events.

On June 16, 2021, we entered into a leaseback agreement with Intellia (the “Leaseback Agreement”). Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our CB-010 product candidate, we paid Intellia an upfront cash

~~payment of $1.0~~ ~~million and will pay up to $23.0~~ million in potential future regulatory and sales milestones. Additionally, we will owe Intellia low- to mid-single-digit percent royalties on net sales of our CB-010 product candidate by us, our affiliates, and sublicensees until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without patent term adjustment or patent term extension).

On July 13, 2015, we and Pioneer Hi-Bred International, Inc. (“Pioneer”) (now Corteva Agriscience), then a DuPont company (“DuPont”), entered into an Amended and Restated Collaboration and License Agreement, as amended (the “Pioneer Agreement”). Under the terms of the Pioneer Agreement, we and Pioneer cross licensed CRISPR intellectual property portfolios. Pioneer granted us an exclusive worldwide license, with the right to sublicense, to its CRISPR intellectual property in the field of research tools, as well as a non-exclusive worldwide license to such intellectual property in human and animal therapeutics, industrial biotechnology, certain agriculture segments, and other fields; and we granted Pioneer an exclusive worldwide license, with the right to sublicense, to our CRISPR intellectual property, including the CVC IP, in a defined field of agriculture relating to specified row crops, as well as a non-exclusive worldwide license to the intellectual property in other agricultural applications, industrial biotechnology, nutrition and health, and other fields. The Pioneer Agreement continues until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed intellectual property; provided, however, that the parties may terminate the Pioneer Agreement by mutual consent or either party may unilaterally terminate the Pioneer Agreement in the event of an uncured breach of a payment obligation, bankruptcy, or failure to maintain or own licensed intellectual property by the other party if the non-breaching party is materially adversely affected by the failure. We are obligated to pay low-single-digit percent royalties to Pioneer for the sales of our products in the research tools field as well as certain sublicensing revenues in that field. We are eligible to receive milestone payments from Pioneer if certain regulatory and commercial milestones are met related to specified row crops, for a total of up to $~~22.4~~ million, as well as to receive low-single-digit percent royalties for sales of defined agricultural products and certain sublicensing revenues in that field. In March 2021, we received a milestone payment of $~~0.3~~ million from Pioneer. Initially, Pioneer owned the patents and patent applications developed under the collaboration, including the chRDNA patent family, and granted us an exclusive license to these patents and patent applications in the fields of research tools and therapeutics.

In December 2020, we and Pioneer entered into an amendment to the Pioneer Agreement under which Pioneer assigned to us the chRDNA patent family developed under the research collaboration, and we paid Pioneer an upfront payment of $~~0.5~~ million. We considered the payment to Pioneer in accordance with revenue recognition guidance and accounted for it as a reduction of the licensing and collaboration revenue in our condensed consolidated statements of operations and comprehensive loss. In addition to the upfront payment, we are now obligated to pay all patent prosecution and maintenance costs for the chRDNA patent family; up to $~~2.8~~ ~~million in regulatory milestone payments for therapeutic products developed by us, our affiliates, or licensees that are covered by the chRDNA patent family; up to $20.0~~ million in sales milestones over a total of four therapeutics products sold by us, our affiliates, or licensees that are covered by the chRDNA patent family; and a low-single-digit percentage of licensing revenue we receive for licensing the chRDNA patent family after December 2020.

~~For the three and six months ended June 30, 2022, and for the three months ended June 30, 2021, we did~~ ~~not~~ ~~incur any expenses for payments we owe to Pioneer related to licensing revenues. For the six months ended June 30, 2021, we incurred $0.8~~ million for payments we owed to Pioneer related to licensing revenues, which were recorded as a research and development expense in our condensed consolidated statements of operations and comprehensive loss.

On February 9, 2021, we entered into a Collaboration and License Agreement ~~(the~~(as amended, the “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”). Pursuant to the AbbVie Agreement, AbbVie selects one target or, for a dual CAR-T cell product, two targets (each selection, a “Program Slot”) to develop collaboration CAR-T cell products (and corresponding licensed products). For each of AbbVie’s two Program Slots (or up to four Program Slots, if AbbVie elects to expand the number as set forth below), we are collaborating to develop one or more collaboration allogeneic CAR-T cell products directed toward the single cancer target or target combination chosen by AbbVie as described in an applicable research plan, utilizing our Cas12a chRDNA genome-editing and cell therapy technologies. We granted AbbVie an exclusive (even as to us), royalty-bearing, worldwide license, with the right to grant sublicenses, under our Cas12a chRDNA and cell therapy intellectual property, as well as certain genome-editing technology that we may gain rights to in the future and intellectual property that may be developed under the collaboration, solely for AbbVie to develop, commercialize, manufacture, and otherwise exploit the collaboration CAR-T cell products in the field of human diagnostics, prophylactics, and therapeutics. Under the terms of the AbbVie Agreement, we conduct certain preclinical research, development, and manufacturing activities under the collaboration, including certain activities for the manufacture and supply of licensed product for AbbVie’s phase 1 clinical trials. AbbVie reimburses us for all such activities,

including reimbursement for time spent by employees at a designated FTE rate. The duration of the collaboration is not fixed. Under the terms of the AbbVie Agreement, AbbVie has selected its initial Program Slot and has reserved six additional targets, which AbbVie may choose to be used or substituted into the two Program Slots or used for the third or fourth Program Slots if AbbVie expands the number of Program Slots during the collaboration.

~~During the collaboration, AbbVie may expand from two Program Slots to a total of four Program Slots by paying us an additional $15.0~~ million for each Program Slot, provided that AbbVie must make such payment within the earlier of (a) 60 calendar days following completion of the phase 1 clinical trials for the initial collaboration CAR-T cell product and (b) December 31, 2025. Under the terms of the AbbVie Agreement, we are eligible to receive up to $~~150.0~~ ~~million in future developmental and regulatory milestone payments for each Program Slot and up to $200.0~~ million in sales-based milestones for each Program Slot. We are also eligible to receive global royalties on net sales of licensed products sold by AbbVie, its affiliates, and sublicensees in the high-single-digit to low-teens percent range, subject, in certain instances, to various reductions.

The term of the AbbVie Agreement continues in force and effect until the date of expiration of the last royalty term of the last country in which a licensed product is exploited. On a licensed product-by-licensed product and country-by-country basis, the royalty term is the period of time beginning on the first commercial sale of a licensed product in a country and ending on the latest of the following three dates: (a) the expiration, invalidation, revocation, cancellation, or abandonment date of the last patent that includes a valid claim to either (i) the collaboration CAR-T cell product in the licensed product or (ii) the method of making the collaboration CAR-T cell product in the licensed product in such country (in the case of (ii), only for so long as no biosimilar product is commercially available in such country); (b) 10 years from the date of the first commercial sale of such licensed product in such country; and (c) the expiration date of regulatory exclusivity for such licensed product in such country. The AbbVie Agreement may be terminated during the term by either party for an uncured material breach or bankruptcy by the other party. Additionally, AbbVie may terminate the AbbVie Agreement, in its entirety or on a licensed product-by-licensed product basis, effective immediately upon written notice to us, if AbbVie in good faith believes that it is not advisable for AbbVie to continue to exploit the collaboration CAR-T cell products or licensed products as a result of a perceived serious safety issue. AbbVie may also terminate the AbbVie Agreement in its entirety at its sole discretion upon 90 days’ prior written notice to us.

~~The transaction price we received under the AbbVie Agreement associated with the first two Program Slots consisted of a $30.0~~ million upfront cash payment and the estimated variable consideration related to our performance of preclinical, development, and manufacturing activities under the collaboration and the developmental and regulatory milestone payments. We constrain the estimated variable consideration if we assess that it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. We constrained all developmental and regulatory milestone payments as of June 30, 2022. The transaction price is reevaluated at the end of each reporting period and as changes in circumstances occur. We determined that the licenses we granted to AbbVie and our participation in the joint governance committee are not capable of being distinct from the preclinical research, development, and manufacturing activities and therefore are combined into one performance obligation. We recognize revenue based on the measure of progress using an estimated cost-based input method each reporting period.

We received an upfront cash payment of $~~30.0~~$30.0 million from AbbVie during the year ended December 31, 2021. We recognized short-term deferred revenue in the amount of $~~12.1~~$10.0 million and long-term deferred revenue in the amount of $~~13.1~~$10.8 million related to this upfront cash payment in our condensed consolidated balance sheets as of June 30, ~~2022.~~2023. We recognized short-term deferred revenue in the amount of $~~8.3~~$9.4 million and long-term deferred revenue in the amount of $~~19.1~~$13.3 million related to ~~these payments~~this upfront cash payment in our consolidated balance sheets as of December 31, ~~2021.~~

We accounted for certain leased equipment as a capital lease due to the ownership of such equipment transferring to us at the end of the lease term. As of December 31, 2021, the capital lease obligation was repaid in full

•

progress our ANTLER phase 1 clinical trial for our CB-010 product candidate and our CaMMouflage phase 1 clinical trial for our CB-011 product candidate;

Table of Contents

•

continue our current research programs and our preclinical and clinical development of our other current product candidates, including ~~CB-011,~~ CB-012, ~~and~~ CB-020, and any other product candidates we identify and choose to develop;

•

hire additional clinical, quality control, regulatory, technical operations, and scientific personnel;

•

seek to identify additional research programs and additional product candidates;

•

further develop our genome-editing technologies;

•

acquire or in-license technologies;

•

expand, maintain, enforce, and defend our intellectual property portfolio;

•

seek regulatory and marketing approvals for any of our product candidates that successfully complete clinical trials, if any;

•

establish and expand manufacturing capabilities and supply chain capacity for our product candidates;

•

add operational, legal, financial, and management information systems and personnel;

•

experience any delays, challenges, or other issues associated with any of the above, including the failure of clinical trials meeting endpoints, the generation of unanticipated preclinical results or clinical trial data subject to differing interpretations, or the occurrence of potential safety issues or other development or regulatory challenges;

•

make royalty, milestone, or other payments under current, and any future, in-license or assignment agreements;

•

establish a sales, marketing, and distribution infrastructure to commercialize any product candidates for which we obtain marketing approval; and

•

continue to operate as a public company.

We do not own or operate any manufacturing ~~facilities and we outsource a substantial portion of our clinical trial studies to third parties.~~facilities. We use multiple ~~CMOs~~contract manufacturing organizations (“CMOs”) to individually manufacture, under ~~cGMP,~~current good manufacturing processes, chRDNA guides, ~~Cas~~Cas9 and Cas12a proteins, plasmids, and ~~AAV6~~

adeno-associated virus serotype 6 vectors used in the manufacture of our CAR-T cells as well as our CAR-NK cell therapy product candidates. We expect to continue to rely on our CMOs for the manufacturing of our ~~product candidates to expedite readiness for future~~preclinical study and clinical ~~trials,~~trial materials, and most of these CMOs have capabilities for commercial manufacturing. Additionally, we may decide to build our own manufacturing facility in the future to provide us greater flexibility and control over our clinical or commercial manufacturing needs.

Because of the numerous risks and uncertainties associated with therapeutic product development, we may never achieve profitability and, unless and until we are able to develop and commercialize our product candidates, we will need to continue to raise additional capital. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through ~~public or private~~ equity orofferings (including our at-the-market facility), debt financings, collaborations and strategic alliances, ~~and~~ licensing arrangements, ~~with third parties.~~or other sources. There are no assurances that we will be successful in obtaining an adequate level of financing to support our business plans ~~when~~as needed on acceptable terms, or at all. If we raise additional funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise capital as and when needed or on attractive terms, we may have to significantly delay, reduce, or discontinue the development and commercialization of our product candidates or scale back or terminate our pursuit of new in-licenses and acquisitions.

~~Impact of the COVID-19 Pandemic and Geopolitical Events~~

We are unable to predict the effect that the COVID-19 pandemic or national or international political events may have on our operations. To the extent the COVID-19 pandemic or geopolitical events adversely affect our business prospects, financial condition, and results of operation, they may also have the effect of exacerbating many of the other risks described or referenced in the section of our Form 10-K titled “Risk Factors,” such as those relating to the supply of materials for our product candidates, and the timing and possible disruptions of our ongoing and future preclinical studies and clinical trials, and our access to the financial markets.

Components of Results of Operations

Licensing and Collaboration Revenue

We have not generated any revenue from product sales to date and do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval and commercialization, we may generate revenue in the future from product sales. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of our product candidates if we succeed in obtaining regulatory approval for these product candidates.

Table of Contents

To date, all of our revenue consists of licensing and collaboration revenue earned from collaboration and/or licensing agreements entered into with third parties, including related parties. Under these agreements, we license rights to certain intellectual property controlled by us. The terms of these arrangements typically include payments to us of one or more of the following: nonrefundable, upfront license fees or exclusivity fees; annual maintenance fees; regulatory and/or commercial milestone payments; research and development payments; and royalties on the net sales of products and/or services. Each of these payments results in licensing and collaboration revenue. Revenue under such licensing and collaboration agreements was ~~$4.2~~$3.8 million and ~~$1.5~~$4.2 million for the three months ended June 30, ~~2022~~2023, and ~~2021,~~2022, respectively, and ~~$6.9~~$7.3 million and ~~$3.1~~$6.9 million for the six months ended June 30, ~~2022~~2023, and ~~2021,~~2022, respectively. See Notes 4 and 5 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

For additional information about our revenue recognition policy related to our licensing and collaboration agreements, see Note 2 to the ~~annual~~ consolidated financial statements included in our Form 10-K.

For the foreseeable future we expect substantially all of our revenue will be generated from licensing and collaboration agreements.

Operating Expenses

Research and Development Expenses

Our research and development expenses consist of internal and external expenses incurred in connection with the development of our product candidates ~~development of~~and our platform technologies, and our in-licensing and assignment agreements.

External costs include:

•

costs associated with acquiring technology and intellectual property licenses that have no alternative future ~~uses;~~uses, sublicensing revenue, and milestones under our licensing agreements;

•

costs incurred in connection with the preclinical and clinical development and manufacturing of our product candidates, including under agreements with ~~CROs~~contract research organizations (“CROs”), CMOs, and clinical sites; and

•

~~costs of supplying the components for, and the manufacturing of, our product candidates for use in our preclinical studies and clinical trials; and~~

•

other research and development costs, including laboratory materials and supplies, and consulting services.

Internal costs include:

•

personnel-related costs, including salaries, benefits, and share-based compensation expense, for our research and development personnel; and

•

allocated facilities and other overhead expenses, including expenses for rent, facilities maintenance, and depreciation.

We expense research and development costs as incurred. Costs of certain activities are recognized based on an evaluation of the progress to completion of specific tasks. However, payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses and other current assets on our condensed consolidated balance sheets. The capitalized amounts are recognized as expense as the goods are delivered or as related services are performed. ~~Historically, we have not tracked external costs by clinical program.~~ We ~~intend to~~ separately track certain external costs ~~for each clinical program. However,~~on a program-by-program basis; however, we do not ~~currently track, and do not intend to~~ track costs that are deployed across multiple programs.

Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses will increase substantially for the foreseeable future as we continue to implement our business strategy; advance our CB-010 and CB-011 product ~~candidate~~candidates through clinical trials and later stages of development; conduct preclinical studies and clinical trials for our other product candidates; seek regulatory approvals for any product candidates that successfully complete clinical trials; expand our research and development efforts and incur expenses associated with hiring additional personnel to support our research and development efforts; and seek to identify, in-license, acquire, and/or develop additional product candidates.

The successful development of our CB-010, CB-011, CB-012, and CB-020 product candidates, as well as other potential future product candidates, is highly uncertain. Accordingly, at this time, we cannot reasonably estimate or know the nature, timing, and costs of the efforts that will be necessary to complete the development of our product candidates. We are also unable to predict when, if ever, we will generate revenue and material net cash inflows from the

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commercialization and sale of any of our product candidates for which we may obtain marketing approval. We may never succeed in achieving regulatory approval for any of our product candidates. The duration, costs, and timing of preclinical studies, clinical trials, and development of our product candidates will depend on a variety of factors, including:

•

sufficiency of our financial and other resources;

•

acceptance of our CRISPR chRDNA genome-editing technology;

•

ability to develop differentiating features so that our products have a competitive edge;

•

completion of preclinical studies;

•

establishment, maintenance, enforcement, and defense of our patents and other intellectual property rights;

•

our ability to not infringe, misappropriate, or otherwise violate third-party intellectual property rights;

•

clearance of IND applications to initiate clinical trials on product candidates;

•

successful enrollment in, and completion of, our clinical trials on our product candidates;

•

data from our clinical trials that support an acceptable risk-benefit profile of our product candidates for the intended patient populations and that demonstrate safety and efficacy;

•

entry into collaborations to further the development of our product candidates or for the development of new product candidates;

•

successful development of our internal process development and transfer to larger-scale facilities;

•

establishment of agreements with CMOs for clinical and commercial supplies and scaling up manufacturing processes and capabilities to support our clinical trials;

•

receipt of marketing approvals from applicable regulatory authorities;

•

grant of regulatory exclusivity for our product candidates;

•

establishment of sales, marketing, and distribution capabilities necessary for commercialization of our product candidates if and when approved, whether by us or in collaboration with third parties;

•

maintenance of a continued acceptable safety profile of our products post-approval;

•

acceptance of our product candidates, if and when approved by the applicable regulatory authorities, by patients, the medical community, and third-party payors;

•

ability of our products to compete with other therapies and treatment options;

•

establishment and maintenance of healthcare coverage and adequate reimbursement; and

•

expanded indications and patient populations for our products.

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The following table summarizes our research and development expenses for the periods indicated:

Three Months Ended June 30,

For the Six Months Ended June 30,

2022

2021

2022

2021

(in thousands)
(in thousands)

External costs:

Expenses related to licensing, sublicensing revenue, and milestones

$
554

$
2,606

$
862

$
4,466

Services provided by CROs, CMOs, and other third parties that conduct preclinical studies and clinical trials on our behalf

9,661

3,835

13,633

6,694

Other research and development expenses

4,994

1,626

7,330

3,660

Total external costs

15,209

8,067

21,825

14,820

Internal costs:

Personnel-related expenses

5,294

2,769

10,891

5,204

Facilities and other allocated expenses

2,076

1,491

3,787

2,467

Total internal costs

7,370

4,260

14,678

7,671

Total research and development expenses

$
22,579

$
12,327

$
36,503

$
22,491


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)				(in thousands)
External costs:
Expenses related to licensing, sublicensing revenue, and milestones	$	743	$	554	$	1,173	$	862
Services provided by CROs, CMOs, clinical sites, and other third parties that conduct preclinical studies and clinical trials on our behalf	10,138		9,661		20,417		13,633
Other research and development expenses	4,110		4,994		8,829		7,330
Total external costs	14,991		15,209		30,419		21,825
Internal costs:
Personnel-related expenses	8,930		5,294		16,866		10,891
Facilities and other allocated expenses	2,582		2,076		4,927		3,787
Total internal costs	11,512		7,370		21,793		14,678
Total research and development expenses	$	26,503	$	22,579	$	52,212	$	36,503

General and Administrative Expenses

Our general and administrative expenses consist primarily of personnel-related costs, intellectual property costs, consulting costs, and allocated overhead, including rent, equipment depreciation, and utilities. Personnel-related costs consist of salaries, benefits, and stock-based compensation for our general and administrative personnel. Intellectual property costs include expenses for filing, prosecuting, and maintaining patents and patent applications, including certain patents and patent applications that we license from third parties. We are entitled to receive reimbursement from third parties of a portion of the costs for filing, prosecuting, and maintaining certain patents and patent applications. We accrue for these reimbursements as the respective expenses are incurred and classify such reimbursements as a reduction of general and administrative expenses. During each of the three months ended June 30, ~~2022~~2023, and ~~2021,~~2022, we recorded $0.7 million ~~and $2.4 million, respectively,~~ of patent cost reimbursements as a reduction to general and administrative expense. During the six months ended June 30, ~~2022~~2023, and ~~2021,~~2022, we recorded ~~$2.1~~$1.1 million and ~~$4.5~~$2.1 million, respectively, of patent cost reimbursements as a reduction to general and administrative expense.

We expect that our general and administrative expenses may increase in the future as a result of expanding our operations, including hiring personnel, preparing for potential commercialization of our product candidates, and additional facility occupancy ~~costs. In addition, once we cease to be an emerging growth company we expect increased~~ costs, ~~associated with operating~~ as ~~a public company (including legal, audit, and accounting fees; maintaining compliance with the rules and regulations of the SEC and Nasdaq;~~

~~and~~well as other ~~accompanying compliance and governance requirements). We also expect to increase the size of our administrative function~~expenses necessary to support the growth and operations of ~~our business.~~

a clinical-stage public company.

Other Income (Expense)

Other income (expense) consists primarily of interest income earned on cash and marketable securities, change in the fair value of our equity investments, and change in the fair value of the ~~MSKCC~~Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability under the Exclusive License Agreement, dated November 13, 2020, with MSKCC ~~Agreement.~~(the “MSKCC Agreement”).

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Results of Operations

Comparison of the Three Months Ended June 30, ~~2022~~2023, and ~~2021~~

2022

The following table summarizes our results of operations for the periods indicated:

Three Months Ended June 30,

2022

2021

Change

(in thousands)

Licensing and collaboration revenue

$
4,192

$
1,476

$
2,716

Operating expenses

Research and development

22,579

12,327

10,252

General and administrative

10,044

5,113

4,931

Total operating expenses

32,623

17,440

15,183

Loss from operations

(28,431
)

(15,964
)

(12,467
)
Other income (expense)

Change in fair value of equity securities

(16
)

—

(16
)
Change in fair value of the MSKCC success payments liability

1,052

—

1,052

Gain on extinguishment of PPP Loan

—

1,584

(1,584
)
Other income, net

698

69

629

Total other income (expense)

1,734

1,653

81

Net loss

$
(26,697
)

$
(14,311
)

$
(12,386
)


	Three Months Ended June 30,
	2023		2022		Change
	(in thousands)
Licensing and collaboration revenue	$	3,755	$	4,192	$	(437)
Operating expenses:
Research and development	26,503		22,579		3,924
General and administrative	10,120		10,044		76
Total operating expenses	36,623		32,623		4,000
Loss from operations	(32,868)		(28,431)		(4,437)
Other income (expense):
Change in fair value of equity securities	22		(16)		38
Change in fair value of the MSKCC success payments liability	279		1,052		(773)
Other income, net	3,048		698		2,350
Total other income	3,349		1,734		1,615
Net loss	$	(29,519)	$	(26,697)	$	(2,822)

Licensing and Collaboration Revenue

Licensing and collaboration revenue ~~increased~~decreased by ~~$2.7~~$0.4 million ~~or 184%,~~ to $3.8 million for the three months ended June 30, 2023, from $4.2 million for the three months ended June 30, ~~2022 from $1.5 million for the three months ended June 30, 2021.~~2022. This ~~increase~~decrease was primarily related to ~~increases~~decrease of ~~$2.4~~$1.5 million related to recognition of revenue under the Collaboration and License Agreement (as amended, the “AbbVie Agreement”) with AbbVie ~~Agreement and $0.4~~Manufacturing Management Unlimited Company (“AbbVie”), partially offset by an increase of $1.2 million related to ~~other license agreements~~the Exclusive License Agreement for Veterinary Therapeutics (CRISPR-Cas9) (the “Edge Cas9 License Agreement”) with ~~various licensees.~~

Edge Animal Health.

The following table summarizes our revenue by licensee for the periods indicated:

Three Months Ended June 30,

2022

2021

Change

(in thousands)

AbbVie

$
2,864

$
507

$
2,357

Other licensees

1,328

969

359

Total licensing revenue

$
4,192

$
1,476

$
2,716


	Three Months Ended June 30,
	2023		2022		Change
	(in thousands)
AbbVie	$	1,374	$	2,864	$	(1,490)
Edge Animal Health, related party	1,150		—		1,150
Other licensees	1,231		1,328		(97)
Total licensing revenue	$	3,755	$	4,192	$	(437)

Research and Development Expenses

Research and development expenses increased by ~~$10.3~~$3.9 million ~~or 83%,~~ to $26.5 million for the three months ended June 30, 2023, from $22.6 million for the three months ended June 30, ~~2022 from $12.3 million for the three months ended June 30, 2021.~~2022. This increase was primarily related to increases of $6.0 million in external activities related to our ANTLER phase 1 clinical trial and contract manufacturing for CB-010 and our preclinical product candidates; $3.3 million in other research and development expenses to advance IND-enabling studies for CB-011 and preclinical research for additional programs, as well as other consulting services related to research and development; $2.5$3.6 million in personnel-related expenses, ~~(which include~~including stock-based compensation, due to headcount increases; $0.5 million of net increase in external CMO and CRO activities for our CAR-T cell therapy product candidates, driven by an increase of $3.1 million in ~~stock-based compensation expense~~CRO activities for clinical trials, partially offset by a decrease of ~~$0.7 million)~~$2.6 million due to ~~incremental hiring;~~timing of CMO activities; and ~~$0.6~~$0.5 million in other facilities and allocated expenses; partially offset by a decrease of ~~$2.1~~$0.9 million in other research and development expenses, as well as other outside services related to ~~licensing, sublicensing revenue,~~research and ~~milestones.~~

development.

General and Administrative Expenses

General and administrative expenses increased by ~~$4.9~~$0.1 million ~~or 96%,~~ to $10.1 million for the three months ended June 30, 2023, from $10.0 million for the three months ended June 30, ~~2022 from $5.1~~2022. This increase was primarily related to

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increases of $0.5 million in other facilities and allocated expenses; $0.5 million in patent prosecution and maintenance costs; and $0.4 million in personnel-related expenses, including stock-based compensation, due to headcount increases; partially offset by a decrease of $1.3 million in director and officer insurance and legal expenses.

Total Other Income

Total other income increased by $1.6 million for three months ended June 30, 2023, as compared to the three months ended June 30, ~~2021. This increase was primarily related to increases of $3.3 million in personnel-related expenses (which include an increase in stock-based compensation expense of $1.6 million)~~ ~~due to incremental hiring;~~ $1.1 million in facilities and other allocated expenses; and $0.8 million in legal, accounting, insurance, and other expenses associated with being a public company; partially offset by a $0.3 million decrease in patent cost reimbursements.

~~Total Other Income (Expense)~~

2022.

We recognized ~~other income~~a gain related to the change in the fair value of the MSKCC success payments liability in the amount of $0.3 million and $1.1 million, for the three months ended June 30, ~~2022.~~

~~The PPP Loan was forgiven in May 2021,~~2023, and ~~we recognized gain on the PPP Loan extinguishment of $1.6 million for the three months ended June 30, 2021. No such gain was recognized for the three months ended June 30, 2022.~~

2022, respectively.

Other income, net ~~during the three months ended June 30, 2022~~ increased ~~to $0.6 million from less than $0.1~~by $2.4 million during the three months ended June 30, ~~2021~~2023, compared to June 30, 2022. The increase primarily ~~due~~relates to ana $2.4 million increase in interest income ~~related to increased market rates and growth of our~~earned from marketable ~~securities portfolio.~~

securities.

Comparison of the Six Months Ended June 30, ~~2022~~2023, and ~~2021~~

2022

The following table summarizes our results of operations for the periods indicated:

Six Months Ended June 30,

2022

2021

Change

(in thousands)

Licensing and collaboration revenue

$
6,856

$
3,062

$
3,794

Operating expenses

Research and development

36,503

22,491

14,012

General and administrative

19,637

9,709

9,928

Total operating expenses

56,140

32,200

23,940

Loss from operations

(49,284
)

(29,138
)

(20,146
)
Other income (expense)

Change in fair value of equity securities

(104
)

—

(104
)
Change in fair value of the MSKCC success payments liability

2,648

—

2,648

Gain on extinguishment of PPP Loan

—

1,584

(1,584
)
Other income, net

955

84

871

Total other income (expense)

3,499

1,668

1,831

Net loss

$
(45,785
)

$
(27,470
)

$
(18,315
)


	Six Months Ended June 30,
	2023		2022		Change
	(in thousands)
Licensing and collaboration revenue	$	7,257	$	6,856	$	401
Operating expenses:
Research and development	52,212		36,503		15,709
General and administrative	19,029		19,637		(608)
Total operating expenses	71,241		56,140		15,101
Loss from operations	(63,984)		(49,284)		(14,700)
Other income (expense):
Change in fair value of equity securities	7		(104)		111
Change in fair value of the MSKCC success payments liability	534		2,648		(2,114)
Other income, net	5,880		955		4,925
Total other income	6,421		3,499		2,922
Net loss	$	(57,563)	$	(45,785)	$	(11,778)

Licensing and Collaboration Revenue

Licensing and collaboration revenue increased by ~~$3.8~~$0.4 million ~~or 124%,~~ to $7.3 million for the six months ended June 30, 2023, from $6.9 million for the six months ended June 30, ~~2022 from $3.1 million for the six months ended June 30, 2021.~~2022. This increase was primarily related to ~~increases~~an increase of ~~$3.3~~$1.2 million related to the Edge Cas9 License Agreement, partially offset by a decrease of $0.8 million related to recognition of revenue under the AbbVie ~~Agreement and $0.5 million related to other license agreements with various licensees.~~

Agreement.

The following table summarizes our revenue by licensee for the periods indicated:


	Six Months Ended June 30,
	2023		2022		Change
	(in thousands)
AbbVie	$	2,983	$	3,797	$	(814)
Edge Animal Health, related party	1,150		—		1,150
Other licensees	3,124		3,059		65
Total licensing revenue	$	7,257	$	6,856	$	401

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Six Months Ended June 30,

2022

2021

Change

(in thousands)

AbbVie

$
3,797

$
507

$
3,290

Other licensees

3,059

2,555

504

Total licensing revenue

$
6,856

$
3,062

$
3,794

Research and Development Expenses

~~Research~~

Research and development expenses increased by ~~$14.0~~$15.7 million ~~or 62%,~~ to $52.2 million for the six months ended June 30, 2023, from $36.5 million for the six months ended June 30, ~~2022 from $22.5 million for the six months ended June 30, 2021.~~2022. This increase was primarily related to increases of ~~$7.2~~$6.8 million in external CMO and CRO activities ~~related~~for our CAR-T cell therapy product candidates, driven by increases of $4.6 million in CRO activities for clinical trials and $2.2 million due to ~~our ANTLER phase 1 clinical trial and contract manufacturing for CB-010 and our preclinical product candidates; $5.7~~timing of CMO activities; $6.0 million in personnel-related expenses, ~~(which include an increase in~~including stock-based compensation, ~~expense of $1.6 million)~~ due to ~~incremental hiring;~~ ~~$3.4~~headcount increases; $1.5 million in other research and development expenses, ~~to advance IND-enabling studies for CB-011 and preclinical research for additional programs,~~ as well as other consulting services related to research and development; ~~and $1.3~~$1.1 million in other facilities and allocated expenses; ~~partially offset by a decrease of $3.6~~and $0.3 million in expenses related to ~~licensing,~~licenses, sublicensing revenue, and ~~milestone~~s.

milestones.

General and Administrative Expenses

General and administrative expenses ~~increased~~decreased by ~~$9.9~~$0.6 million ~~or 102%,~~ to $19.0 million for the six months ended June 30, 2023, from $19.6 million for the six months ended June 30, ~~2022 from $9.7~~2022. This decrease was primarily related to a decrease of $2.1 million in director and officer insurance and legal, accounting, and recruiting expenses; partially offset by increases of $0.9 million in personnel-related expenses, including stock-based compensation, due to headcount increases; and $0.5 million in other facilities and allocated expenses.

Total Other Income

Total other income increased by $2.9 million for six months ended June 30, 2023, as compared to the six months ended June 30, ~~2021. This increase was primarily related to increases of $6.4 million in personnel-related expenses (which include an increase in stock-based compensation expense of $3.4 million)~~ ~~due to incremental hiring;~~ $2.7 million in facilities and other allocated expenses; and $1.8 million in legal, accounting, insurance, and other expenses associated with being a public company; partially offset by a $0.9 million decrease in patent cost reimbursements.

~~Other Income (Expense)~~

2022.

We recognized ~~other income~~a gain related to the change in the fair value of the MSKCC success payments liability in the amount of $0.5 million and $2.6 million, respectively, for the six months ended June 30, ~~2022.~~

~~The PPP Loan was forgiven in May 2021,~~2023, and ~~we recognized gain on the PPP Loan extinguishment of $1.6 million for the six months ended June 30, 2021. No such gain was recognized for the six months ended June 30, 2022.~~

2022, respectively.

Other income, net ~~during the six months ended June 30, 2022~~ increased ~~to $0.9 million from less than $0.1~~by $4.9 million during the six months ended June 30, ~~2021~~2023, compared to June 30, 2022. The increase primarily ~~due~~relates to ana $4.9 million increase in interest income ~~related to increased market rates and growth of our~~earned from marketable ~~securities portfolio.~~

securities.

Liquidity, Capital Resources, and Capital Requirements

Sources of Liquidity

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. We have funded our operations through sales of our capital stock, including sales of our convertible preferred stock, which generated approximately $150.1 million in aggregate net proceeds, and from our ~~IPO,~~initial public offering (“IPO”) in 2021, which generated approximately $321.0 million in net proceeds. We have also received approximately $88.4 million in net proceeds from the sale of Intellia common ~~stock that~~stock. Additionally, we received ~~under the Intellia Agreement. Additionally,~~$25.0 million equity investment from Pfizer Inc. (“Pfizer”) through a private placement transaction in June 2023. Further, through June 30, ~~2022,~~2023, we received approximately ~~$79.4~~$89.4 million from licensing agreements, licensing and collaboration agreements, a service agreement, patent assignments, and government grants, including ~~$30.4~~$34.6 million that was received from AbbVie under the AbbVie Agreement.

In order to assist in funding our future operations, including our planned clinical trials, on August 9, 2022, we filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which allows us to, from time to time, sell up to $400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination thereof (including the $100.0 million of common stock reserved for our at-the-market equity offering program described below). The Shelf Registration Statement was declared effective by the SEC on August 16, 2022.

On August 9, 2022, we entered into an Open Market Sale Agreement

(the “ ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which, upon the terms and subject to the conditions and limitations set forth in the ATM Sales Agreement, we may, from time to time, in our sole discretion, issue and sell, through Jefferies, acting as sales agent, up to $100.0 million of our shares of common stock, by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”). Jefferies uses commercially reasonable efforts consistent with its normal sales and trading practices to sell shares from time to time, based upon our instructions (including any price or size limits or other customary parameters or conditions we may impose). We pay Jefferies a commission equal to 3.0% of the aggregate gross proceeds of any shares sold through Jefferies pursuant to the ATM Sales Agreement. During the six months ended June 30, 2023, we sold 168,635 shares of our

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common stock under the ATM Sales Agreement at an average price per share of $7.32 for aggregate gross proceeds of $1.2 million ($1.0 million net of offering expenses).

In July and August 2023, we issued and sold a total of 22,115,384 shares of our common stock in an underwritten public offering at a price to the public of $6.50 per share, which included the full exercise of the underwriters’ over-allotment option. The total net proceeds from the offering were approximately $134.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. The shares were issued pursuant to the Shelf Registration Statement.

As of June 30, ~~2022,~~2023, we had cash, cash equivalents, and marketable securities of ~~$366.1 million.~~$292.5 million, which does not include the net proceeds from our July and August 2023 underwritten public offering under the Shelf Registration Statement. We will continue to be dependent upon equity financing, debt financing, ~~collaborations~~collaboration and licensing arrangements, and/or other forms of capital raises at least until we are able to generate significant positive cash flows from our operations. We have no current ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, except for our lease commitments as described in Note 98 to our condensed consolidated financial statements included elsewhere in this Form 10-Q, and payments under certain of our license agreements as described in Note 4 to our condensed consolidated financial statements included elsewhere in this Form 10-Q.

Based on our current operating plan, we expect that our existing cash, ~~and~~ cash equivalents, and marketable securities will ~~enable us~~be sufficient to fund our current operating plan for at least the next 12 months from the date of this Form 10-Q. We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business decisions.

Strategic Investment

On June 29, 2023, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Pfizer, pursuant to which we, in a private placement transaction (the “Pfizer Investment”), agreed to issue and sell to Pfizer 4,690,431 shares of our common stock, par value $0.0001 per share, at a purchase price of $5.33 per share, for aggregate gross proceeds of approximately $25.0 million. The issuance and sale of the shares to Pfizer closed on June 30, 2023. We granted certain registration rights to Pfizer under the Securities Purchase Agreement with regard to the resale of the shares. Unless otherwise agreed by Pfizer, we have agreed to use the proceeds from the Pfizer Investment solely in connection with (i) the development program for our allogeneic anti-BCMA CAR-T cell therapy known as CB-011 product candidate that is being evaluated in the CaMMouflage clinical trial and/or (ii) any other single-targeted anti-BCMA CAR-T cell therapy using an anti-BCMA single-chain variable fragment owned or controlled by us (collectively, cell therapies described in clauses (i) and (ii) are referred to as a “BCMA Product Candidate”), for 36 months beginning on June 29, 2023.

On June 29, 2023, in connection with the Pfizer Investment, we and Pfizer also entered into an Information Rights Agreement (the “Information Rights Agreement ”), having a thirty-six (36)-month term. Under the Information Rights Agreement, we granted Pfizer a thirty (30)-calendar day right of first negotiation (“ROFN”) if we commence or engage with any third party with respect to a potential grant of rights to develop and/or commercialize a BCMA Product Candidate, including, without limitation, a license agreement, a co-promotion/co-commercialization agreement, a profit share agreement, a joint venture agreement, or an asset sale agreement (a “Grant of Program Rights”). If we and Pfizer do not reach an agreement with respect to a Grant of Program Rights within the 30-day period, then we may pursue negotiations and enter into an agreement with any third party. In the event that we and such third party do not reach agreement on the Grant of Program Rights within a specified time period, Pfizer’s right of first negotiation would be reinstated. Under the Information Rights Agreement, we also agreed to grant Pfizer the right to designate one representative to serve on our scientific advisory board. Through an information sharing committee, we will provide calendar quarter updates to Pfizer regarding the development program for a BCMA Product Candidate. Additionally, we agreed to provide Pfizer access to any preclinical or interim or final clinical data (including raw data) and results generated as part of the development program for a BCMA Product Candidate at the same time that we provide such data to a third party (other than to our service providers or the FDA or other regulatory authorities), subject to certain confidentiality exceptions.

On June 29, 2023, we and Pfizer also entered into a Voting Agreement, pursuant to which, for a period of 12 months, Pfizer agreed to cause our voting securities that Pfizer beneficially owns (within the meaning of Rules 13d-3 or 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 4.99% of our then issued and outstanding voting securities to be voted (i) with respect to any matter directly relating to remuneration of directors,

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directors’ insurance, or indemnification or release from liability of directors, in a manner proportionally consistent with the votes properly cast for and against by holders of voting securities not beneficially owned by Pfizer, and (ii) with respect to any other matter in which Pfizer shall have the right to vote such voting securities, in accordance with the recommendation of our board of directors or any applicable committee thereof.

Funding Requirements

Our primary use of cash is to fund operating expenses and research and development 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, accrued expenses, and prepaid expenses.

Our future funding requirements will depend on many factors, including the following:

•

the initiation, progress, timing, costs, and results of preclinical studies and clinical trials for our product candidates;

•

the clinical development plans we establish for these product candidates;

•

the number and characteristics of the product candidates that we develop;

•

the increase in the number of our employees and expansion of our physical facilities to support growth initiatives;

•

the outcome, timing, and cost of meeting regulatory requirements established by the FDA and other comparable foreign regulatory authorities;

•

whether we enter into any additional collaboration agreements and the terms of any such agreements;

•

the cost of filing and prosecuting our patent applications, and maintaining and enforcing our patents and other intellectual property rights;

•

the extent to which we acquire or in-license other product candidates and technologies;

•

the cost of defending intellectual property disputes, including patent infringement actions brought by third parties against our products after we receive regulatory approval;

•

the effect of competing technological and market developments;

•

the cost and timing of completion of commercial-scale outsourced manufacturing activities or the cost and timing of completion of clinical-scale and commercial-scale internal manufacturing activities;

•

the cost of establishing sales, marketing, and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products without a partner;

•

the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval;

•

the achievement of milestones or occurrence of other developments that trigger payments by or to third parties under any collaboration or licensing agreements;

•

our implementation of various computerized informational systems and efforts to enhance operational systems;

•

the impact of the COVID-19 pandemic or other public health crises or geopolitical events on our clinical development or operations;

•

the impact of inflationary pressures on the cost of our operations; and

•

the costs associated with being a public company.

Furthermore, our operating plans may change, and we ~~may~~expect to need additional funds to meet operational needs and capital requirements for clinical trials and other research and development expenditures.

Because of the numerous risks and uncertainties associated with the development of human therapeutics, we may never achieve profitability and, unless and until we are able to develop and commercialize our product candidates, we will

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need to continue to raise additional ~~capital to fund our operations,~~capital; however, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of, or suspend one or more of our preclinical studies, clinical trials, research and development programs, and/or commercialization efforts. We may seek to raise any necessary additional capital through a combination of ~~public or private~~ equity offerings (including our at-the-market equity offering program), debt financings, collaborations and strategic alliances, licensing ~~arrangements.~~arrangements, or other sources. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in dilution to our stockholders. If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances, or licensing arrangements with third parties or other sources, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams, or research programs or grant licenses on terms that may not be favorable to us.

Cash Flows

Comparison of the Six Months Ended June 30, ~~2022~~2023, and ~~2021~~

2022

The following table summarizes our cash flows for the periods indicated:

Six Months Ended June 30,

2022

2021

Change

(in thousands)

Cash (used in) provided by operating activities

$
(43,546
)

$
3,837

$
(47,383
)
Cash used in investing activities

(86,080
)

(506
)

(85,574
)
Cash provided by financing activities

1,352

110,286

(108,934
)
Net (decrease) increase in cash and cash equivalents

$
(128,274
)

$
113,617

$
(241,891
)


	Six Months Ended June 30,
	2023		2022		Change
	(in thousands)
Cash used in operating activities	$	(43,124)	$	(43,546)	$	422
Cash provided by (used in) investing activities	31,767		(86,080)		117,847
Cash provided by financing activities	19,213		1,352		17,861
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	7,856	$	(128,274)	$	136,130

Cash ~~(Used in) Provided by~~Used in Operating Activities

Net cash used in operating activities was $43.1 million and $43.5 million for the six months ended June 30, 2023, and 2022, ~~and net cash provided by~~respectively.

Cash used in operating activities ~~was $3.8 million~~ for the six months ended June 30, ~~2021.~~

2023, was primarily due to our net loss of $57.6 million, adjusted by non-cash charges of $4.7 million and net changes in our operating assets and liabilities of $9.7 million. Our non-cash charges were primarily comprised of $6.7 million of stock-based compensation, $1.2 million of depreciation and amortization expense, and non-cash lease expense of $1.0 million, which were partially offset by amortization of investment premiums of $3.6 million, and change in the fair value of the MSKCC success payments liability of $0.5 million. The changes in our operating assets and liabilities were due to decreases in prepaid expenses and other current assets of $2.4 million, contract assets of $0.8 million, and other receivables of $0.7 million, and an increase of $5.2 million in deferred revenue (including $7.5 million related to the Pfizer transaction), and $2.0 million in accounts payable, partially offset by increases of $0.6 million in accounts receivable, and decreases of $0.5 million in operating lease liabilities, and $0.4 million in accrued expenses and other current liabilities.

Cash used in operating activities ~~for~~in the six months ended June 30, 2022, was primarily due to our net loss of $45.8 million, adjusted by non-cash charges of $5.6 million and net changes in our operating assets and liabilities of $3.4 million. Our non-cash charges were primarily comprised of $5.9 million of stock-based compensation, non-cash lease expense of $1.0 million, $0.7 million of depreciation and amortization expense, amortization of investment premiums of $0.4 million, and acquired in-process research and development of $0.3 million, which were partially offset by the change in the fair value of the MSKCC success payments liability of $2.6 million. The changes in our operating assets and liabilities were due to decreases of $0.6 million in accounts receivable and $2.4 million in other receivables, and an increase of $1.1 million in accrued expenses and other current liabilities, offset by increases in contract assets of $0.6 million, prepaid expenses and other current assets of $0.3 million, other assets of $0.3 million, and decreases of $3.6 million in accounts payable, $2.5 million in deferred revenue, and $0.2 million in operating lease ~~liabilities.~~

liabilities..

Cash ~~provided~~Provided by ~~operating activities in~~(Used in) Investing Activities

During the six months ended June 30, ~~2021~~2023, cash provided by investing activities was ~~primarily due to our net loss for the year of $27.5 million adjusted by non-cash charges of $2.0~~$31.8 million, and net changes in our net operating assets and liabilities of $29.3 million. Our non-cash charges were comprised of a change in the fair value of success payments liability of $1.2 million, $1.0 million of acquired in-process research development accrued at period end, $0.9 million of stock-based compensation, and $0.5 million of depreciation and amortization expense, which were offset by the PPP Loan extinguishment gain upon the loan forgiveness of $1.6 million. The changes in our net operating assets and liabilities were due to increases of $31.8 million in deferred revenue, $1.0 million in accounts payable, $1.0 million in accrued expenses and other current liabilities, $0.7 million in deferred rent and lease incentive liability, and a decrease of $0.5 million in contract assets, offset by increases of $3.9 million in other receivables and $1.8 million in prepaid expenses and other current assets.

~~Cash Used in Investing Activities~~

~~During~~during the six months ended June 30, 2022, cash used in investing activities was $86.1 million. ~~During~~

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Cash provided by investing activities for the six months ended June 30, ~~2021 cash used in investing activities~~2023, was ~~$0.5~~primarily due to proceeds from the sales and maturities of marketable securities of $171.0 million, partially offset by purchases of marketable securities of $134.7 million and property and equipment of $4.6 million.

Cash used in investing activities for the six months ended June 30, 2022, was primarily due to purchases of marketable securities of $181.8 million and property and equipment of $3.3 million, partially offset by the proceeds from maturities of marketable securities of $99.0 million.

Cash ~~used in investing~~Provided by Financing Activities

During the six months ended June 30, 2023, and 2022, cash provided by financing activities was $19.2 million and $1.4 million, respectively.

Cash provided by financing activities for the six months ended June 30, ~~2021~~2023, was primarily due to $17.5 million of gross proceeds allocated to the issuance of common stock in a private placement transaction with Pfizer, net proceeds from our at-the-market equity offering program of $1.0 million, and the exercise of stock options and purchases of ~~property and equipment~~common stock under the 2021 Employee Stock Purchase Plan (“2021 ESPP”) of ~~$0.5~~$0.8 million.

~~Cash Provided by Financing Activities~~

~~During the six months ended June 30, 2022 and 2021, cash provided by financing activities was $1.4 million and $110.3 million, respectively.~~

Cash provided by financing activities for the six months ended June 30, 2022, was due to the exercise of stock options and purchases of common stock under the 2021 ESPP plan of $1.4 million.

Cash provided by financing activities for the six months ended June 30, 2021 was primarily due to our receipt of net proceeds from the issuance of Series C convertible preferred stock in the amount of $108.8 million, proceeds from the exercise of our common stock options of $1.1 million, and repayment of the promissory note issued to the Company’s President and Chief Executive Officer in the amount of $1.2 million, partially offset by principal payments for a capital lease of $0.1 million and payment of deferred issuance costs of $0.7 million.

Critical Accounting Policies and Significant Judgments and Estimates

Our critical accounting policies are disclosed in our audited consolidated financial statements for the year ended December 31, ~~2021,~~2022, and the related notes included in our Form 10-K. Since the date of such financial statements, there have been no material changes to our significant accounting ~~policies other than those described in Note 2 to our condensed consolidated financial statements included elsewhere in this Form 10-Q.~~policies. There have been no material changes to our critical accounting estimates as compared to those disclosed in our Form 10-K.

Recently Issued Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for more information regarding recently issued accounting pronouncements.

Indemnification Agreements

As permitted under Delaware General Corporation Law and in accordance with our amended and restated bylaws, we indemnify our executive officers and directors for certain events or occurrences while such officer or director is or was serving in such capacity. We are also party to indemnification agreements with our executive officers, directors, and controller. We believe the fair value of the indemnification rights and agreements is minimal. Accordingly, we have not recorded any liabilities for these indemnification rights and agreements as of June 30, ~~2022.~~

2023.

Emerging Growth Company and Smaller Reporting Company Status

We are 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. We have 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 we ~~(a)~~(i) are no longer an emerging growth company or ~~(b)~~(ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our condensed consolidated financial statements may not be comparable to those of companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We expect to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company. ~~As described in Note 2~~

We are also a “smaller reporting company.” If we are a smaller reporting company at the time we cease to ~~our condensed consolidated financial statements included elsewhere in this Form 10-Q, we have early adopted certain accounting standards, because the JOBS Act does not preclude~~be an emerging growth company, we may continue to rely on exemptions from ~~adopting~~certain disclosure requirements that are available to smaller reporting companies. Specifically, as a ~~new or revised accounting standard earlier than~~smaller reporting company, we may choose to present only the ~~time that such standard applies~~two most recent fiscal years of audited consolidated financial statements in our Form 10-K and, similar to ~~private~~emerging growth companies, ~~to the extent early adoption is allowed by the accounting standard.~~smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes to ~~the Company’s~~our market risk during the six months ended June 30, ~~2022.~~2023. For a discussion of ~~the Company’s~~our exposure to market risk, refer to the section titled “Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K.

Item 4. Controls and Procedures.

Management’s Evaluation of our Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the ~~Securities and~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ is ~~(a)~~(i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and ~~(b)~~(ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

As of June 30, ~~2022,~~2023, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) ofunder the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer have concluded that, based upon the evaluation described above, as of June 30, ~~2022,~~2023, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) ofunder the Exchange Act during the three months ended June 30, ~~2022~~2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may ~~be subject to various legal proceedings and claims that arise~~become involved in litigation arising in the ordinary course of ~~our business activities.~~business. Regardless of the outcome, litigation can have a material adverse effect on us due to defense and settlement costs, diversion of our management resources, and other factors.

On February 10, 2023, a putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Greenhalgh v. Caribou Biosciences, Inc., et al., Case Number 3:23-cv-00609-VC (the “Greenhalgh Case”). The Greenhalgh Case was voluntarily dismissed on March 16, 2023.

On April 11, 2023, a putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Bergman v. Caribou Biosciences, Inc., et al., Case Number 4:23-cv-01742-YGR (the “Bergman Case”). The Bergman complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act.

On March 22, 2023, a putative class action lawsuit was filed in Superior Court of the State of California for the County of Alameda against our company and certain of our officers and current and former members of our board of directors, Lowry v. Caribou Biosciences, Inc., et al., Case Number T23-1084 (the “Lowry Case”). The Lowry Case challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act. The allegations and claims in the Lowry Case are substantially similar to the Securities Act claims asserted in the Bergman Case. On April 26, 2023, we filed a motion to stay the Lowry Case during the pendency of the parallel federal court litigation in the Bergman Case, and, on July 11, 2023, our motion to stay was denied.

We believe these lawsuits are ~~not currently subject to any material legal proceedings.~~

without merit.

Item 1A. Risk Factors.

There have been no material changes to the Risk Factors previously disclosed in Item 1A. to Part I of our Form 10-K. The risks described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities for the Three Months Ended June 30, ~~2022~~

~~There were no~~2023

All unregistered sales of equity securities during the three months ended June 30, ~~2022.~~

2023, were previously reported on a Current Report on Form 8-K.

Use of Proceeds from our IPO

The net proceeds from our IPO, after deducting underwriting discounts and commissions and offering expenses of $28.6 million, were $321.0 million. We are holding a significant portion of the balance of the net proceeds from our IPO in money market mutual funds, U.S. Treasury bills, corporate debt securities, and U.S. government agency bonds. There has been no material change in our planned use of the net proceeds from our IPO described in the final prospectus for our IPO filed on July 23, 2021 with the SEC pursuant to Rule 424(b)(4) of the Securities ~~Act~~Act.

Table of ~~1933, as amended.~~Contents

Item 6. Exhibits.


Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of Caribou Biosciences, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on July 28, 2021)
3.2						Amended and Restated Bylaws of Caribou Biosciences, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant with the SEC on July 28, 2021)
4.1						Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by the Registrant on March 21, 2022)
10.1						Securities Purchase Agreement, dated June 29, 2023, by and between the Registrant and Pfizer, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the SEC on July 6, 2023)
10.2						Voting Agreement, dated June 29. 2023, by and between the Registrant and Pfizer, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the SEC on July 6, 2023)
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.


*	~~Filed herewith.~~
**	~~Furnished herewith.~~

Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Caribou Biosciences, Inc.

Date: August 9, ~~2022~~ 8, 2023	By:	/s/ Rachel E. Haurwitz
			Rachel E. Haurwitz President and Chief Executive Officer
			(Principal Executive Officer)

Date: August ~~9, 2022~~ 8, 2023	By:	/s/ Jason V. O'Byrne
			Jason V. O’Byrne
			Chief Financial Officer (Principal Financial Officer)


Delaware						45-3728228
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2929 7th Street,, Suite 105 Berkeley,, California						94710
(Address of principal executive offices)						(Zip Code)


	June 30,				December 31,
	2022				2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	112,146			$	240,420
Marketable securities, short-term		227,778				135,412
Accounts receivable		524				1,153
Contract assets		2,093				1,488
Other receivables		3,094				5,483
Prepaid expenses and other current assets		7,293				7,236
Total current assets		352,928				391,192
NON-CURRENT ASSETS
Investments in equity securities		7,728				7,626
Marketable securities, long-term		26,152		��		37,676
Property and equipment, net		8,006				4,887
Operating lease, right of use assets		25,250				0
Other assets		1,303				975
TOTAL ASSETS	$	421,367			$	442,356
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	426			$	3,990
Accrued expenses and other current liabilities		14,910				13,136
Lease liabilities		877				0
Deferred revenue ($150 and $0 from related party, respectively)		12,642				8,703
Total current liabilities		28,855				25,829
LONG-TERM LIABILITIES
Deferred revenue, net of current portion ($0 and $100 from related party, respectively)		15,626				22,032
Deferred rent and lease incentive liability		0				2,097
MSKCC success payments liability		1,432				4,080
Lease liabilities, non-current		27,090				0
Other liabilities		0				17
Deferred tax liabilities		475				476
Total liabilities		73,478				54,531
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized at June 30, 2022 and December 31, 2021; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		0				0
Common stock, par value $0.0001 per share, 300,000,000 shares authorized at June 30, 2022 and December 31, 2021, respectively; 60,838,370 and 60,263,158 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		6				6
Additional paid-in-capital		493,043				485,748
Accumulated other comprehensive loss		(1,581	)			(135	)
Accumulated deficit		(143,579	)			(97,794	)
Total stockholders’ equity		347,889				387,825
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	421,367			$	442,356


	June 30, 2023		December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	66,194	$	58,338
Marketable securities, short-term	193,038		189,325
Accounts receivable	766		202
Contract assets	1,481		2,247
Other receivables	1,495		2,215
Prepaid expenses and other current assets	5,564		7,921
Total current assets	268,538		260,248
NON-CURRENT ASSETS
Investments in equity securities	7,766		7,698
Marketable securities, long-term	33,289		69,373
Property and equipment, net	15,429		10,678
Operating lease, right of use assets	23,206		24,230
Other assets	1,419		1,538
TOTAL ASSETS	$	349,647	$	373,765
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,433	$	1,146
Accrued expenses and other current liabilities	15,901		16,079
Lease liabilities, current	1,079		966
Deferred revenue ($2,487 and $150 from related party, respectively)	12,962		9,937
Total current liabilities	34,375		28,128
LONG-TERM LIABILITIES
Deferred revenue, net of current portion ($4,973 and $0 from related party, respectively)	18,162		15,954
MSKCC success payments liability	1,117		1,651
Lease liabilities, non-current	26,155		26,780
Deferred tax liabilities	380		381
Total liabilities	80,189		72,894
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; no shares issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Common stock, par value $0.0001 per share, 300,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 66,100,039 and 61,029,184 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	6		6
Additional paid-in-capital	525,366		499,598
Accumulated other comprehensive loss	(1,136)		(1,518)
Accumulated deficit	(254,778)		(197,215)
Total stockholders’ equity	269,458		300,871
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	349,647	$	373,765


	Revenue						Revenue						Accounts Receivable and Contract Assets
	Three Months Ended						Six Months Ended						As of			As of
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			June 30, 2022			December 31, 2021
Licensee A		13.8	%		36.3	%		16.1	%		35.2	%		22.3	%		24.6	%
Licensee B		68.3	%		34.3	%		55.4	%		16.5	%		60.3	%		45.1	%
Licensee C			*		11.3	%			*			*			*			*
Licensee D			*			*			*		20.1	%			*			*
Total		82.1	%		81.9	%		71.5	%		71.8	%		82.6	%		69.7	%


	Revenue				Revenue				Accounts Receivable and Contract Assets
	Three Months Ended				Six Months Ended				As of June 30, 2023		As of December 31, 2022
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Licensee A	17.1	%	13.8	%	19.5	%	16.1	%	28.4	%	23.8	%
Licensee B	36.6	%	68.3	%	41.1	%	55.4	%	45.6	%	36.6	%
Licensee C	30.6	%	*		15.8	%	*		*		*
Total	84.3	%	82.1	%	76.4	%	71.5	%	74.0	%	60.4	%


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


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

	~~Page~~
~~PART I.~~		~~FINANCIAL INFORMATION~~	1Page
PART I.		FINANCIAL INFORMATION	1
Item 1.		Financial Statements (Unaudited)	1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations and Comprehensive Loss	2
		Condensed Consolidated Statements of ~~Convertible Preferred Stock and~~ Stockholders’ Equity ~~(Deficit)~~	3
		Condensed Consolidated Statements of Cash Flows	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	2321
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3334
Item 4.		Controls and Procedures	34
PART II.		OTHER INFORMATION	35
Item 1.		Legal Proceedings	35
Item 1A.		Risk Factors	35
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.		Exhibits	36
Signatures			37




	Convertible Preferred Stock				Common Stock				Additional Paid-In		Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			(Deficit)
BALANCE—December 31, 2021		—	$	—		60,263,158	$	6	$	485,748	$	(135	)	$	(97,794	)	$	387,825
Issuance of common stock under employee stock plans		—		—		36,596		—		361		—			—			361
Issuance of common stock on exercise of options		—		—		389,855		—		629		—			—			629
Stock-based compensation expense		—		—		—		—		3,024		—			—			3,024
Net loss		—		—		—		—		—		—			(19,088	)		(19,088	)
Other comprehensive loss		—		—		—		—		—		(954	)		—			(954	)
BALANCE—March 31, 2022		—	$	—		60,689,609	$	6	$	489,762	$	(1,089	)	$	(116,882	)	$	371,797
Issuance of common stock on exercise of options		—		—		148,761		—		363		—			—			363
Stock-based compensation expense		—		—		—		—		2,918		—			—			2,918
Net loss		—		—		—		—		—		—			(26,697	)		(26,697	)
Other comprehensive loss		—		—		—		—		—		(492	)		—			(492	)
BALANCE—June 30, 2022		—	$	—		60,838,370	$	6	$	493,043	$	(1,581	)	$	(143,579	)	$	347,889

BALANCE—December 31, 2020		7,766,582	$	41,323		9,710,830	$	1	$	7,433	$	—		$	(30,871	)	$	(23,437	)
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million		6,663,940		108,827		—		—		—		—			—			—
Issuance of common stock on exercise of options		—		—		584,614		—		564		—			—			564
Stock-based compensation expense		—		—		—		—		343		—			—			343
Net loss		—		—		—		—		—		—			(13,159	)		(13,159	)
BALANCE—March 31, 2021		14,430,522	$	150,150		10,295,444	$	1	$	8,340	$	—		$	(44,030	)	$	(35,689	)
Repayment of promissory note		—		—		—		—		1,150		—			—			1,150
Issuance of common stock on exercise of options		—		—		1,037,979		—		566		—			—			566
Stock-based compensation expense		—		—		—		—		593		—			—			593
Net loss		—		—		—		—		—		—			(14,311	)		(14,311	)
BALANCE—June 30, 2021		14,430,522	$	150,150		11,333,423	$	1	$	10,649	$	—		$	(58,341	)	$	(47,691	)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
BALANCE—December 31, 2022	61,029,184	$	6	$	499,598	$	(1,518)	$	(197,215)	$	300,871
Issuance of common stock under employee stock plans	70,271	—		404		—		—		404
Issuance of common stock on exercise of options	55,433	—		115		—		—		115
Issuance of common stock in connection with at-the-market offering, net of offering expenses	168,635	—		1,007		—		—		1,007
Stock-based compensation expense	—	—		3,131		—		—		3,131
Net loss	—	—		—		—		(28,044)		(28,044)
Other comprehensive income	—	—		—		788		—		788
BALANCE—March 31, 2023	61,323,523	$	6	$	504,255	$	(730)	$	(225,259)	$	278,272
Issuance of common stock on exercise of options	86,085	—		236		—		—		236
Issuance of common stock pursuant to a private placement with Pfizer	4,690,431	—		17,290		—		—		17,290
Stock-based compensation expense	—	—		3,585		—		—		3,585
Net loss	—	—		—		—		(29,519)		(29,519)
Other comprehensive loss	—	—		—		(406)		—		(406)
BALANCE—June 30, 2023	66,100,039	$	6	$	525,366	$	(1,136)	$	(254,778)	$	269,458






BALANCE—December 31, 2021	60,263,158	$	6	$	485,748	$	(135)	$	(97,794)	$	387,825
Issuance of common stock under employee stock plans	36,596	—		361		—		—		361
Issuance of common stock on exercise of options	389,855	—		629		—		—		629
Stock-based compensation expense	—	—		3,024		—		—		3,024
Net loss	—	—		—		—		(19,088)		(19,088)
Other comprehensive loss	—	—		—		(954)		—		(954)
BALANCE—March 31, 2022	60,689,609	$	6	$	489,762	$	(1,089)	$	(116,882)	$	371,797
Issuance of common stock on exercise of options	148,761	—		363		—		—		363
Stock-based compensation expense	—	—		2,918		—		—		2,918
Net loss	—	—		—		—		(26,697)		(26,697)
Other comprehensive loss	—	—		—		(492)		—		(492)
BALANCE—June 30, 2022	60,838,370	$	6	$	493,043	$	(1,581)	$	(143,579)	$	347,889


~~Computers~~		~~3 years~~
~~Furniture and fixtures~~		~~5 years~~
~~Laboratory equipment~~		~~5 years~~
~~Leasehold improvements~~		~~Shorter of remaining lease term or estimated useful life~~


	January 1, 2022
	Pre-ASC 842 Balance		ASC 842 Adoption Impact			Post-ASC 842 Balance
Operating lease right-of-use assets	$	—	$	22,818		$	22,818
Prepaid rent	$	291	$	(291	)	$	—
Accrued expenses and other current liabilities*	$	13,136	$	683		$	13,819
Long-term operating lease liabilities	$	—	$	23,941		$	23,941
Deferred rent and lease incentive liability	$	2,097	$	(2,097	)	$	—


	Fair Value Measurements as of June 30, 2023
	Total		Level 1		Level 2		Level 3
Assets:
U.S. Treasury bills ($18,295 included in cash and cash equivalents)	$	159,788	$	159,788	$	—	$	—
U.S. government agency bonds	57,010		—		57,010		—
Money market fund investments (included in cash and cash equivalents)	47,899		47,899		—		—
Commercial paper	15,655		—		15,655		—
Corporate debt securities	12,169		—		12,169		—
Total fair value of assets	$	292,521	$	207,687	$	84,834	$	—
Liabilities:
MSKCC success payments liability	$	1,117	$	—	$	—	$	1,117
Total fair value of liabilities	$	1,117	$	—	$	—	$	1,117


	Fair Value Measurements as of December 31, 2021
	Total		Level 1		Level 2		Level 3
Assets:
Money market fund investments (included in cash and cash equivalents)	$	181,528	$	181,528	$	—	$	—
Commercial paper ($58,892 included in cash and cash equivalents)		141,676		—		141,676		—
Corporate debt securities		38,649		—		38,649		—
U.S. Treasury bills		26,590		26,590		—		—
U.S. government agency bonds		25,065		—		25,065		—
Total fair value of assets	$	413,508	$	208,118	$	205,390	$	—

Liabilities:
MSKCC success payments liability	$	4,080	$	—	$	—	$	4,080
Total fair value of liabilities	$	4,080	$	—	$	—	$	4,080


	As of June 30, 2023
	Amortized Cost Basis		Unrealized Gains		Unrealized Losses		Estimated Fair Value
U.S. Treasury bills ($18,295 included in cash and cash equivalents)	$	160,455	$	16	$	(683)	$	159,788
U.S. government agency bonds	57,442		—		(432)		57,010
Money market investments (included in cash equivalents)	47,899		—		—		47,899
Commercial paper	15,674		—		(19)		15,655
Corporate debt securities	12,187		4		(22)		12,169
Total cash equivalents and marketable securities	$	293,657	$	20	$	(1,156)	$	292,521

Classified as:
Cash and cash equivalents							$	66,194
Marketable securities, short-term							193,038
Marketable securities, long-term							33,289
Total cash equivalents and marketable securities							$	292,521


	As of December 31, 2022
Fair value of common stock	$	6.28
Risk-free interest rate	3.88%
Expected volatility	79%
Probability of achieving multiple of Initial Share Price(1)	3.0% to 10.6%
Expected term (years)	4.6 to 6.0


	As of June 30, 2022			As of December 31, 2021
Fair value of common stock	$	5.430		$	15.090
Risk-free interest rate		2.98	%		1.52	%
Expected volatility		82	%		75	%
Probability of achieving multiple of Initial Share Price	2.6% to 8.7%			7.0% to 20.9%
Expected term (years)	4.8 to 6.2			4.2 to 5.5


Multiple of Initial Share Price giving rise to a success payment	5x		10x		15x
MSKCC success payments (in millions)	$	10.0	$	10.0	$	15.0


	As of June 30, 2022
	Amortized Cost Basis		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Commercial paper ($50,370 included in cash and cash equivalents)	$	174,478	$	2	$	(742	)	$	173,738
U.S. Treasury bills ($6,995 included in cash and cash equivalents)		82,742		6		(684	)		82,064
Money market investments (included in cash equivalents)		53,583		—		—			53,583
Corporate debt securities		34,152		—		—			34,152
U.S. government agency bonds ($1,199 included in cash and cash equivalents)		22,702		11		(174	)		22,539
Total cash equivalents and marketable securities	$	367,657	$	19	$	(1,600	)	$	366,076


Classified as:
Cash and cash equivalents								$	112,146
Marketable securities, short-term									227,778
Marketable securities, long-term									26,152
Total cash equivalents and marketable securities								$	366,076


	As of December 31, 2021
	Amortized Cost Basis		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Money market investments (included in cash equivalents)	$	181,528	$	-	$	—		$	181,528
Commercial paper ($58,892 included in cash equivalents)		141,726		1		(51	)		141,676
U.S. government agency bonds		25,102		-		(37	)		25,065
Corporate debt securities		38,661		4		(16	)		38,649
U.S. Treasury bills		26,626		1		(37	)		26,590
Total cash equivalents and marketable securities	$	413,643	$	6	$	(141	)	$	413,508

Classified as:
Cash and cash equivalents								$	240,420
Marketable securities, short-term									135,412
Marketable securities, long-term									37,676
Total cash equivalents and marketable securities								$	413,508


	As of December 31, 2022
	Amortized Cost Basis		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Commercial paper ($26,669 included in cash equivalents)	$	97,024	$	6	$	(131)	$	96,899
U.S. Treasury bills	92,910		1		(945)		91,966
U.S. government agency bonds ($3,976 included in cash and cash equivalents)	63,926		25		(292)		63,659
Corporate debt securities	37,002		—		(183)		36,819
Money market investments (included in cash equivalents)	27,693		—		—		27,693
Total cash equivalents and marketable securities	$	318,555	$	32	$	(1,551)	$	317,036

Classified as:
Cash and cash equivalents							$	58,338
Marketable securities, short-term							189,325
Marketable securities, long-term							69,373
Total cash equivalents and marketable securities							$	317,036


	MSKCC Success Payments Liability
Balance at December 31, 2021	$	4,080
Change in fair value		(2,648	)
Balance at June 30, 2022	$	1,432


	MSKCC Success Payments Liability
Balance at December 31, 2022	$	1,651
Change in fair value	(534)
Balance at June 30, 2023	$	1,117


	Balance as of December 31, 2021		Additions		Deductions			Balance as of June 30, 2022
Accounts receivable	$	1,153	$	3,582	$	(4,211	)	$	524

Contract assets:
Unbilled accounts receivable	$	1,488	$	3,587	$	(2,982	)	$	2,093

Contract liabilities:
Deferred revenue, current and long-term	$	30,735	$	2,170	$	(4,640	)	$	28,265


	Balance as of December 31, 2022		Additions		Deductions		Balance as of June 30, 2023
Accounts receivable	$	202	$	5,704	$	(5,140)	$	766

Contract assets:
Unbilled accounts receivable	$	2,247	$	3,023	$	(3,789)	$	1,481

Contract liabilities:
Deferred revenue, current and long-term	$	25,891	$	10,326	$	(5,095)	$	31,122


	June 30, 2023		December 31, 2022
Patent cost reimbursements	$	1,194	$	1,638
Accrued interest on marketable securities	275		570
Other	26		7
Total	$	1,495	$	2,215


	June 30, 2022		December 31, 2021
Patent cost reimbursements	$	2,517	$	4,702
Accrued interest on marketable securities		574		226
Other		3		555
Total	$	3,094	$	5,483


	June 30, 2022		December 31, 2021
Prepaid contract manufacturing and clinical costs	$	4,062	$	2,714
Prepaid insurance		276		1,897
Prepaid income taxes		1,545		1,486
Prepaid rent		0		468
Other		1,410		671
Total	$	7,293	$	7,236


	June 30, 2022			December 31, 2021
Lab equipment	$	9,957		$	6,848
Leasehold improvements		1,725			1,701
Computer equipment		598			273
Furniture and equipment		161			133
Construction in progress		298			9
Total property and equipment, gross		12,739			8,964
Less: accumulated depreciation and amortization		(4,733	)		(4,077	)
Property and equipment, net	$	8,006		$	4,887


	June 30, 2022		December 31, 2021
Accrued employee compensation and related expenses	$	3,626	$	4,225
Accrued research and development expenses		8,017		4,065
Accrued patent expenses		1,031		3,213
Accrued expenses related to sublicensing revenues		500		586
Credit card liability		0		259
Other		1,736		788
Total	$	14,910	$	13,136


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease cost*	$	1,822	$	3,621
Short-term lease cost		20		83
Total lease cost	$	1,842	$	3,704


	Six Months Ended June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,743


	June 30, 2023		December 31, 2022
Weighted-average remaining lease term (years)	7.8		8.3
Weighted-average discount rate	11.3	%	11.3	%


Remainder of 2022*	$	1,649
2023**		2,940
2024***		4,353
2025		4,475
2026		5,720
Thereafter		28,037
Total undiscounted lease payments		47,174
Less: imputed interest		(19,207	)
Total discounted lease payments		27,967
Less: current portion of lease liability		(877	)
Noncurrent portion of lease liability	$	27,090


Remainder of 2023(1)	$	1,364
2024(2)	3,794
2025	4,475
2026	5,720
2027	5,922
Thereafter	22,116
Total undiscounted lease payments	43,391
Less: imputed interest	(16,157)
Total discounted lease payments	27,234
Less: current portion of lease liability	(1,079)
Noncurrent portion of lease liability	$	26,155


	As of June 30, 2023	As of December 31, 2022
Stock options, issued and outstanding	9,253,848	6,733,074
Stock options, authorized for future issuance	6,246,232	5,833,979
Stock available under our employee stock purchase plan	1,584,538	1,044,518
Unvested restricted stock units and performance-based restricted stock units	233,035	256,146
	17,317,653	13,867,717


	As of June 30, 2022		As of December 31, 2021
Stock options, issued and outstanding		6,610,958		6,757,591
Stock options, authorized for future issuance		6,310,513		3,749,339
Stock available under our employee stock purchase plan		1,077,035		511,000
Unvested restricted stock units		60,000		0
		14,058,506		11,017,930


	Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)*

Outstanding at December 31, 2021		6,757,591		$	8.57		8.7	$	50,085
Options granted		834,150			8.56
Options exercised		(538,616	)		1.84
Options cancelled or forfeited		(442,167	)		7.07
Outstanding at June 30, 2022		6,610,958		$	9.21		8.5	$	5,650
Exercisable at June 30, 2022		1,907,881		$	4.93		7.3	$	3,337
Vested and expected to vest at June 30, 2022		6,610,958		$	9.21		8.5	$	5,650