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us-gaap:FairValueInputsLevel3Member lyel:SecuritiesPurchaseAgreementMember 2026-01-01 2026-06-30 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________________ FORM 10-Q __________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40502 __________________________ Lyell Immunopharma, Inc. (Exact Name of Registrant as Specified in its Charter) __________________________ Delaware 83-1300510 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 201 Haskins Way South San Francisco , California 94080 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 650 ) 695-0677 __________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share LYEL The Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 3, 2026, the registrant had 24,505,141 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents Lyell Immunopharma, Inc. Table of Contents Page Special Note Regarding Forward-Looking Statements 1 PART I—FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations and Comprehensive Loss 4 Condensed Consolidated Statements of Stockholders ’ Equity 5 Condensed Consolidated Statements of Cash Flows 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 37 Item 4. Controls and Procedures 37 PART II—OTHER INFORMATION Item 1. Legal Proceedings 39 Item 1A. Risk Factors 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 82 Item 3. Defaults Upon Senior Securities 82 Item 4. Mine Safety Disclosures 83 Item 5. Other Information 83 Item 6. Exhibits 83 Signature 85 i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, product candidates, planned nonclinical studies and clinical trials, results of nonclinical studies and clinical trials, research and development costs, planned regulatory submissions, regulatory approvals and the timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: • the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements; • the accuracy and timing of our estimates regarding expenses, revenue opportunities, capital requirements and needs for additional financing; • the scope, progress, results and costs of developing rondecabtagene autoleucel (ronde-cel), LYL273 or any other product candidates we may develop or acquire, including both nonclinical studies and clinical trials; • the timing and costs involved in obtaining and maintaining regulatory approvals of ronde-cel, LYL273 or any other product candidates we may develop or acquire, and the timing or likelihood of regulatory filings and approvals, including any expectations or plans regarding seeking or maintaining special designations, such as Regenerative Medicine Advanced Therapy designation, Orphan Drug designation or Fast Track designation, for our product candidates for various diseases; • our plans relating to the commercialization of ronde-cel, LYL273 or any other product candidates we may develop or acquire, if approved, including the geographic areas of focus, and our ability to commercially differentiate such product candidates and build a sales force; • the size of the market opportunities for ronde-cel, LYL273 or any other product candidates we may develop or acquire in each of the diseases we may target; • our reliance on third parties to conduct research activities for ronde-cel, LYL273 or any other product candidates we may develop or acquire; • the characteristics, safety, efficacy and therapeutic effects of ronde-cel, LYL273 or any other product candidates we may develop or acquire; • the advancement of our technologies and the effectiveness and expected benefits of any of our technologies and manufacturing processes; • our estimates of the number of patients in the United States and worldwide who suffer from the diseases we target and the number of patients that may enroll in our clinical trials; • the progress and focus of the current and planned clinical trials of our product candidates, and the reporting of data from those trials, including the timing thereof; • the ability of our clinical trials to sufficiently demonstrate the safety and efficacy of ronde-cel, LYL273 or any other product candidates we may develop or acquire, and other clinical trial results; • the success of competing therapies that are, or may become, available; • developments relating to our competitors and our industry, including any existing or future competing product candidates or therapies; • our plans relating to the further development and manufacturing of ronde-cel, LYL273 or any other product candidates we may develop or acquire, including lines of therapy or additional indications that we may pursue; • existing regulations and regulatory developments in the United States and other jurisdictions; 1 Table of Contents • our potential and ability to successfully manufacture and supply or our ability to contract with third parties to manufacture and supply ronde-cel, LYL273 or any other product candidates we may develop or acquire for clinical trials and for commercial use, if approved; • the rate and degree of market acceptance, as well as the pricing and reimbursement, of ronde-cel, LYL273 or any other product candidates we may develop or acquire, if approved; • our continued reliance on third parties to assist us in conducting additional clinical trials of ronde-cel, LYL273 or any other product candidates we may develop or acquire; • the scope of protection we are able to establish and maintain for intellectual property rights, including covering ronde-cel, LYL273 and other product candidates and technologies we may develop or acquire; • our ability to retain the continued service of our key personnel and to identify, hire and retain additional qualified personnel; • our expectations regarding the impact of inflation, macroeconomic conditions and geopolitical conflicts on our business and operations, including on our manufacturing suppliers, collaborators, contract research organizations (CROs) and employees; • our ability to realize the anticipated benefits of and potential value created by our acquisition of ImmPACT Bio USA Inc., our acquisition of rights to LYL273 from Innovative Cellular Therapeutics Holdings Limited and Innovative Cellular Therapeutics or any other acquisition or strategic transaction and our success in commercializing any product candidates we acquire in connection therewith; • our expectation that our LyFE Manufacturing Center TM and, if applicable, contract drug manufacturing organizations engaged by us, will provide sufficient drug supply for our ongoing and planned clinical trials and through potential commercial launch; and • our anticipated use of our existing cash, cash equivalents and marketable securities. We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described under “Risk Factors” in Part II, Item 1A, and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in these forward-looking statements. Except as required by applicable law, we undertake no obligation to update or supplement any forward-looking statements publicly, or to update or supplement the reasons that actual results could differ materially from those projected in these forward-looking statements, even if new information becomes available in the future. In addition, statements indicating that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. 2 Table of Contents PART I—FINANCIAL INFORMATION ITEM 1. Financial Statements. Lyell Immunopharma, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share amounts) (unaudited) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 72,985 $ 60,181 Marketable securities 131,117 187,039 Prepaid expenses and other current assets 9,439 13,719 Total current assets 213,541 260,939 Restricted cash 1,587 1,585 Marketable securities, non-current 23,896 — Other investments 19,000 19,000 Property and equipment, net 30,507 34,771 Operating lease right-of-use assets 16,781 18,871 Other non-current assets 5,841 4,886 Total assets $ 311,153 $ 340,052 LIABILITIES AND STOCKHOLDERS ’ EQUITY Current liabilities: Accounts payable $ 3,879 $ 2,893 Accrued liabilities and other current liabilities 35,988 46,519 Total current liabilities 39,867 49,412 Operating lease liabilities, non-current 36,934 41,921 Other non-current liabilities 537 517 Total liabilities 77,338 91,850 Commitments and contingencies (Note 12) Stockholders ’ equity: Preferred stock, $ 0.0001 par value; 10,000 shares authorized at June 30, 2026 and December 31, 2025; no shares issued and outstanding at June 30, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value; 500,000 shares authorized at June 30, 2026 and December 31, 2025; 23,397 and 21,251 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 2 2 Additional paid-in capital 1,922,433 1,867,512 Accumulated other comprehensive (loss) income ( 158 ) 242 Accumulated deficit ( 1,688,462 ) ( 1,619,554 ) Total stockholders ’ equity 233,815 248,202 Total liabilities and stockholders ’ equity $ 311,153 $ 340,052 See accompanying notes. 3 Table of Contents Lyell Immunopharma, Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 4 $ 8 $ 6 $ 15 Operating expenses: Research and development 39,524 34,857 76,128 78,304 General and administrative 9,576 9,786 19,131 23,832 Other operating (income) loss, net ( 1,759 ) 1,062 ( 3,655 ) 943 Impairment of long-lived assets — 1,443 — 1,443 Total operating expenses 47,341 47,148 91,604 104,522 Loss from operations ( 47,337 ) ( 47,140 ) ( 91,598 ) ( 104,507 ) Interest income, net 2,184 3,276 4,378 7,138 Other income, net 398 1,180 18,312 2,490 Total other income, net 2,582 4,456 22,690 9,628 Net loss ( 44,755 ) ( 42,684 ) ( 68,908 ) ( 94,879 ) Other comprehensive loss: Net unrealized loss on marketable securities ( 149 ) ( 101 ) ( 400 ) ( 234 ) Comprehensive loss $ ( 44,904 ) $ ( 42,785 ) $ ( 69,308 ) $ ( 95,113 ) Net loss per common share, basic and diluted $ ( 1.92 ) $ ( 2.89 ) $ ( 3.05 ) $ ( 6.42 ) Weighted-average shares used to compute net loss per common share, basic and diluted 23,364 14,793 22,624 14,774 See accompanying notes. 4 Table of Contents Lyell Immunopharma, Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands) (unaudited) Three Months Ended June 30, 2026 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Accumulated Deficit Total Stockholders ’ Equity Shares Amount Balance as of March 31, 2026 23,328 $ 2 $ 1,917,379 $ ( 9 ) $ ( 1,643,707 ) $ 273,665 Issuance of common stock under employee stock purchase plan 37 — 522 — — 522 Issuance of common stock in connection with restricted stock units, net of tax 32 — — — — — Stock-based compensation — — 4,532 — — 4,532 Other comprehensive loss — — — ( 149 ) — ( 149 ) Net loss — — — — ( 44,755 ) ( 44,755 ) Balance as of June 30, 2026 23,397 $ 2 $ 1,922,433 $ ( 158 ) $ ( 1,688,462 ) $ 233,815 Six Months Ended June 30, 2026 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders ’ Equity Shares Amount Balance as of December 31, 2025 21,251 $ 2 $ 1,867,512 $ 242 $ ( 1,619,554 ) $ 248,202 Issuance of common stock upon exercise of stock options 3 — 26 — — 26 Issuance of common stock under employee stock purchase plan 37 — 522 — — 522 Issuance of common stock in connection with restricted stock units, net of tax 89 — — — — — Issuance of common stock in connection with PIPE financing 1,952 — 43,850 — — 43,850 Issuance of common stock in connection with ATM financing 65 — 1,696 — — 1,696 Stock-based compensation — — 8,827 — — 8,827 Other comprehensive loss — — — ( 400 ) — ( 400 ) Net loss — — — — ( 68,908 ) ( 68,908 ) Balance as of June 30, 2026 23,397 $ 2 $ 1,922,433 $ ( 158 ) $ ( 1,688,462 ) $ 233,815 See accompanying notes. 5 Table of Contents Lyell Immunopharma, Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands) (unaudited) Three Months Ended June 30, 2025 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders ’ Equity Shares Amount Balance as of March 31, 2025 (1) 14,764 $ 1 $ 1,733,663 $ 158 $ ( 1,397,301 ) $ 336,521 Issuance of common stock under employee stock purchase plan 26 — 183 — — 183 Issuance of common stock in connection with restricted stock units, net of tax 41 — — — — — Stock-based compensation — — 5,004 — — 5,004 Other comprehensive loss — — — ( 101 ) — ( 101 ) Net loss — — — — ( 42,684 ) ( 42,684 ) Balance as of June 30, 2025 14,831 $ 1 $ 1,738,850 $ 57 $ ( 1,439,985 ) $ 298,923 Six Months Ended June 30, 2025 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders ’ Equity Shares Amount Balance as of December 31, 2024 (1) 14,744 $ 1 $ 1,727,638 $ 291 $ ( 1,345,106 ) $ 382,824 Issuance of common stock under employee stock purchase plan 26 — 183 — — 183 Issuance of common stock in connection with restricted stock units, net of tax 61 — 1 — — 1 Stock-based compensation — — 11,028 — — 11,028 Other comprehensive loss — — — ( 234 ) — ( 234 ) Net loss — — — — ( 94,879 ) ( 94,879 ) Balance as of June 30, 2025 14,831 $ 1 $ 1,738,850 $ 57 $ ( 1,439,985 ) $ 298,923 1. Amounts previously reported have been retroactively adjusted to reflect the 1-for-20 reverse stock split effected on May 30, 2025. See Note 2. See accompanying notes. 6 Table of Contents Lyell Immunopharma, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 68,908 ) $ ( 94,879 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 8,827 11,028 Depreciation and amortization expense 4,554 6,576 Gain on securities purchase agreement put/call ( 17,561 ) — Non-cash lease income ( 2,306 ) ( 1,516 ) Net amortization and accretion on marketable securities ( 1,708 ) ( 2,890 ) Change in fair value of success payment liabilities ( 752 ) ( 240 ) Loss on property and equipment disposals, net 117 3,759 Change in fair value of contingent consideration payable — ( 2,075 ) Impairment of long-lived assets — 1,443 Loss on marketable equity security — 28 Changes in operating assets and liabilities: Prepaid expenses, other current assets and other assets 3,325 4,796 Accounts payable 919 ( 1,885 ) Accrued liabilities and other current liabilities 1,041 ( 13,118 ) Other non-current liabilities 20 ( 223 ) Net cash used in operating activities ( 72,432 ) ( 89,196 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 345 ) ( 414 ) Sales of property and equipment 5 — Purchases of marketable securities ( 90,706 ) ( 165,112 ) Maturities of marketable securities 124,040 247,639 Net cash provided by investing activities 32,994 82,113 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from securities purchase agreement equity issuance 50,000 — Proceeds from employee stock purchase plan 522 184 Proceeds from exercise of stock options 26 — Proceeds from at-the-market offering, net of offering expenses 1,696 — Net cash provided by financing activities 52,244 184 Net increase (decrease) in cash, cash equivalents and restricted cash 12,806 ( 6,899 ) Cash, cash equivalents and restricted cash at beginning of period 61,766 107,287 Cash, cash equivalents and restricted cash at end of period $ 74,572 $ 100,388 Represented by: Cash and cash equivalents $ 72,985 $ 98,804 Restricted cash 1,587 1,584 Total $ 74,572 $ 100,388 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for amounts included in the measurement of lease liabilities $ 6,436 $ 6,252 Non-cash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued liabilities $ 77 $ 9 See accompanying notes. 7 Table of Contents Lyell Immunopharma, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 1. Organization Lyell Immunopharma, Inc. (the “Company”) was incorporated in Delaware in June 2018. The Company is a late‑stage clinical cell therapy company advancing a pipeline of proprietary next-generation autologous chimeric antigen receptor (“CAR”) T-cell product candidates for patients with hematologic malignancies and solid tumors. The Company’s lead product candidate, rondecabtagene autoleucel (“ronde-cel”), is an autologous dual‑targeting CD19/CD20 CAR T‑cell therapy in development for large B-cell lymphoma (“LBCL”). In November 2025, the Company acquired exclusive global rights outside of mainland China, Hong Kong, Macau and Taiwan, to a novel guanylyl cyclase C (“GCC”)-targeted CAR T-cell product candidate, LYL273, in clinical development for relapsed/refractory metastatic colorectal cancer (“mCRC”) and other GCC‑expressing cancers. The Company’s primary activities since incorporation have been to develop investigational T‑cell therapies, conduct research and development, execute clinical trials, enable and execute manufacturing activities in support of its product candidate development efforts, submit regulatory submissions, acquire technology and product candidates, enter into strategic license and collaboration arrangements, organize and staff the Company, conduct business planning, establish its intellectual property portfolio, raise capital and provide general and administrative support for these activities. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures typically included in the Company’s audited consolidated financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented, but are not necessarily indicative of results to be expected for any future annual or interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). Reverse Stock Split On May 30, 2025, the Company effected a 1-for-20 reverse stock split (“Reverse Split”) of its issued and outstanding shares of common stock, and the common stock began trading on a split-adjusted basis on June 2, 2025. The Reverse Split did not reduce the total number of authorized shares of common stock or the Company’s preferred stock or change the par values per share of the common stock or preferred stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the shares of common stock (except to the extent that the Reverse Split resulted in some of the stockholders receiving cash in lieu of fractional shares). All outstanding equity awards entitling their holders to shares of common stock were adjusted as a result of the Reverse Split, in accordance with the terms of each such security. In addition, the number of shares reserved for future issuance pursuant to the Company’s equity incentive plans was adjusted accordingly. As a result, all historical per share data, the number of shares issued and outstanding and outstanding equity awards for the periods presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been adjusted retroactively in this Form 10-Q, where applicable, to reflect the Reverse Split. As the par value per share of the common stock was unchanged, corresponding amounts have been reclassified from common stock to additional paid-in capital. Liquidity and Management’s Plan The Company discovers and develops product candidates that involve experimental technologies. The product candidates may require several years and substantial expenditures to complete and ultimately may be unsuccessful. The Company expects to continue to incur significant operating losses for the foreseeable future and may never be profitable. 8 Table of Contents As a result, the Company will need to raise additional capital through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. Management believes that it has sufficient working capital on hand to fund operations through at least the next 12 months from the date these unaudited condensed consolidated financial statements are issued. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect reported amounts and related disclosures. Specific accounts that require management estimates include, but are not limited to, stock-based compensation, valuation of long-lived and acquired assets, the SPA put/call (as defined below), other investments and accrued expenses. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Concentrations of Credit Risk and Off-balance Sheet Risk The Company maintains its cash, cash equivalents and restricted cash with high quality, accredited financial institutions. Restricted cash is cash held in a bank account and is used as collateral associated with the Company’s corporate credit card program as well as collateral for a letter of credit in favor of one of the Company’s landlords. Cash, cash equivalents and restricted cash amounts, at times, may exceed federally insured limits. The Company also makes short-term investments in money market funds, U.S. Treasury securities, U.S. government agency securities and corporate debt securities, which can be subject to certain credit risk. However, the Company mitigates the risks by investing in high‑grade instruments, limiting exposure to any one issuer or type of investment and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant risk on these funds. The Company has no off‑balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. Significant Accounting Policies There have been no material changes to the significant accounting policies from the 2025 Annual Report. Recent Accounting Pronouncements Recently Adopted None. Not Yet Adopted Income Statement Expense Disaggregation In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements. Interim Reporting In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements. 9 Table of Contents 3. Asset Acquisitions and Contingent Consideration ICT License Acquisition On November 6, 2025, the Company entered into an Exclusive License Agreement with Innovative Cellular Therapeutics Holdings Limited and Innovative Cellular Therapeutics, Inc. (together, “ICT”) for the development and commercialization of LYL273, a novel GCC-targeted CAR T-cell product candidate for the treatment of mCRC and other GCC-expressing cancers (the “ICT License Agreement”). Pursuant to the terms of the ICT License Agreement, the Company received exclusive global rights, outside of mainland China, Hong Kong, Macau and Taiwan, to research, develop, manufacture, commercialize and otherwise exploit LYL273 (“LYL273 license”), along with clinical supply through the technology transfer period (subject to a $ 10 million cap) (“prepaid clinical supply”), in exchange for an upfront payment of $ 40 million in cash and the issuance of 1.9 million shares of the Company’s common stock and the cash and equity contingent consideration noted below. ICT is eligible to receive additional cash and equity payments of (i) a potential $ 30 million clinical milestone payment, up to $ 115 million upon the achievement of certain late-stage regulatory milestones and up to $ 675 million in commercial sales milestones; (ii) up to an additional 1.85 million shares of the Company’s common stock based on the achievement of certain clinical and regulatory milestones; and (iii) tiered royalties ranging from mid-single-digits up to 10 % on annual net sales in the United States and low to mid-single-digit royalties on annual net sales in other countries within the licensed territory. The prepaid clinical supply balance was $ 3.5 million and $ 7.5 million as of June 30, 2026 and December 31, 2025, respectively, and is recorded within prepaid expenses and other current assets on the Company's condensed consolidated balance sheets. During the three and six months ended June 30, 2026, the Company recorded clinical supply expense of $ 2.3 million and $ 4.0 million, respectively, reducing the prepaid clinical supply balance. The Company will recognize any future cash milestones or royalty payments in the period in which the cash milestones or royalty payments become due and payable. The Company has not made or accrued for cash milestones or royalty payments as these have not become due and payable. The Company determined that the milestone payments payable in the Company’s common stock are subject to accounting under ASC 718, Compensation - Stock Compensation . Consistent with the Company’s treatment of other performance-based equity awards, compensation expense is recognized for the number of shares expected to be earned after assessing the probability that a certain performance condition will be met and the targeted payout level associated with the performance condition expected to be achieved. At each reporting date, the Company is required to evaluate whether achievement of a performance condition is probable. If performance conditions are not met or not expected to be met, any compensation expense previously recognized associated with the awards will be reversed. A clinical milestone for 1.1 million shares of common stock was achieved during the three months ended June 30, 2026. The $ 19.7 million of stock-based compensation expense related to this clinical milestone was recognized in the fourth quarter of 2025, when achievement of the milestone was initially deemed probable, and was recorded within research and development expense. The achievement of the clinical milestone triggered the Company’s obligation to issue 1.1 million shares of the Company’s common stock to ICT, which were issued in July 2026. See Note 13, Related-Party Transactions , for information regarding the Company’s related-party relationship with ICT. ImmPACT Acquisition In October 2024, the Company acquired ImmPACT Bio USA Inc. (“ImmPACT”) for upfront consideration of $ 30.0 million in cash (in addition to approximately $ 11.9 million for ImmPACT’s existing cash balance, net of certain of ImmPACT’s unpaid transaction expenses) and 1.875 million shares of common stock. In July 2025, the Company issued 625,000 shares of common stock valued at $ 5.9 million upon achieving a specified clinical milestone, fulfilling all contingent equity obligations. Remaining contingent consideration consists of a low single-digit royalty on future U.S. net sales of the dual‑targeting CD19/20 CAR T‑cell product. Under ASC 815, these royalties are not accounted for as derivatives and are recognized in the period they become due. As of June 30, 2026, no royalty payments have been made or accrued. 4. License, Collaboration and Success Payment Agreements Fred Hutch Collaboration and Success Payments - In 2018, the Company entered into a research and collaboration agreement with Fred Hutchinson Cancer Center (“Fred Hutch” and “Fred Hutch Collaboration Agreement”), pursuant to which it granted Fred Hutch rights to certain success payments. The potential payments for the Fred Hutch success 10 Table of Contents payments are based on multiples of increased value ranging from 10 times to 50 times based on a comparison of the per share fair market value of the Company’s common stock relative to the original $ 36.58 per share issuance price of the Company’s Series A convertible preferred stock, which converted into an equal number of shares of the Company’s common stock in connection with the closing of the Company’s initial public offering (“IPO”). The aggregate success payments to Fred Hutch are not to exceed $ 200.0 million, which would only occur upon a 50 times increase in value relative to the original $ 36.58 per share issuance price of the Company’s Series A convertible preferred stock. Each threshold is associated with a success payment, ascending from $ 10.0 million at $ 365.76 per share to $ 200.0 million at $ 1,828.80 per share, payable if such threshold is reached during the measurement period. The term of the success payment agreement ends on the earlier to occur of (i) December 19, 2027 (the nine-year anniversary of the date of the agreement) and (ii) a change in control transaction. The following table summarizes the aggregate potential success payments, which are payable to Fred Hutch in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10 x 20 x 30 x 40 x 50 x Per share common stock price required for payment $ 365.76 $ 731.52 $ 1,097.28 $ 1,463.04 $ 1,828.80 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The success payments will be owed if the per share fair value of the Company’s common stock on the contractually specified valuation measurement dates during the term of the success payment agreement equals or exceeds the above outlined multiples. The valuation measurement dates are triggered by the following events: the one-year anniversary of the Company’s IPO and each two-year anniversary of the Company’s IPO thereafter, the closing of a change in control transaction and the last day of the term of the success payment agreement, unless the term has ended due to the closing of a change of control transaction. As of June 30, 2026, no success payments have been incurred as the per share fair value of the Company’s common stock was below the price required for payment. The success payment liability was $ 0.2 million and $ 0.4 million as of June 30, 2026 and December 31, 2025, respectively, which is recognized in accrued liabilities and other current liabilities. With respect to the Fred Hutch Collaboration Agreement success payment obligations, the Company recognized success payment expense reversals of $ 0.2 million and approximately zero for the three months ended June 30, 2026 and 2025, respectively, and expense reversals of $ 0.3 million and $ 0.1 million for the six months ended June 30, 2026 and 2025, respectively, which are recognized in other income, net. Stanford License Agreement - In 2019, the Company entered into a license agreement with The Board of Trustees of the Leland Stanford Junior University (“Stanford”) to license specified patent rights. Collaboration and Success Payments - In October 2020, the Company entered into a research and collaboration agreement with Stanford (“Stanford Collaboration Agreement”), pursuant to which it granted Stanford rights to certain success payments. The potential payments for the Stanford Collaboration Agreement success payments are based on multiples of increased value ranging from 10 times to 50 times based on a comparison of the per share fair market value of the Company’s common stock relative to the original $ 36.58 per share issuance price of the Company’s Series A convertible preferred stock, which converted into an equal number of shares of the Company’s common stock in connection with the closing of the Company’s IPO. The aggregate success payments to Stanford are not to exceed $ 200.0 million, which would only occur upon a 50 times increase in value relative to the original $ 36.58 per share issuance price of the Company’s Series A convertible preferred stock. Each threshold is associated with a success payment, ascending from $ 10.0 million at $ 365.76 per share to $ 200.0 million at $ 1,828.80 per share, payable if such threshold is reached during the measurement period. The term of the success payment agreement ends on the earlier to occur of (i) October 1, 2029 (the nine-year anniversary of the date of the agreement) and (ii) a change in control transaction. The following table summarizes the aggregate potential success payments, which are payable to Stanford in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10 x 20 x 30 x 40 x 50 x Per share common stock price required for payment $ 365.76 $ 731.52 $ 1,097.28 $ 1,463.04 $ 1,828.80 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The success payments will be owed if the per share fair value of the Company’s common stock on the contractually specified valuation measurement dates during the term of the success payment agreement equals or exceeds the above outlined multiples. The valuation measurement dates are triggered by the following events: the one-year 11 Table of Contents anniversary of the Company’s IPO and each two-year anniversary of the Company’s IPO thereafter, the closing of a change in control transaction and the last day of the term of the success payment agreement, unless the term has ended due to the closing of a change of control transaction. As of June 30, 2026, no success payments have been incurred as the per share fair value of the Company’s common stock was below the price required for payment. The success payment liability was $ 0.3 million and $ 0.8 million as of June 30, 2026 and December 31, 2025, respectively, which is recognized in accrued liabilities and other current liabilities. With respect to the Stanford Collaboration Agreement success payment obligations, the Company recognized success payment expense reversals of $ 0.3 million and $ 0.1 million for the three months ended June 30, 2026 and 2025, respectively, and expense reversals of $ 0.5 million and $ 0.2 million for the six months ended June 30, 2026 and 2025, respectively, which are recognized in other income, net. 5. Cash Equivalents and Marketable Securities The fair value and amortized cost of cash equivalents and fixed income marketable securities by major security type are as follows (in thousands): June 30, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 51,657 $ — $ — $ 51,657 U.S. Treasury securities 134,683 6 ( 150 ) 134,539 U.S. government agency securities 11,694 — ( 9 ) 11,685 Corporate debt securities 18,017 — ( 5 ) 18,012 Total cash equivalents and fixed income marketable securities $ 216,051 $ 6 $ ( 164 ) $ 215,893 Classified as: Fair Value Cash equivalents $ 60,880 Marketable securities 131,117 Marketable securities, non-current 23,896 Total cash equivalents and fixed income marketable securities $ 215,893 December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 49,766 $ — $ — $ 49,766 U.S. Treasury securities 175,839 233 — 176,072 U.S. government agency securities 6,528 5 — 6,533 Corporate debt securities 4,430 4 — 4,434 Total cash equivalents and fixed income marketable securities $ 236,563 $ 242 $ — $ 236,805 Classified as: Fair Value Cash equivalents $ 49,766 Marketable securities 187,039 Marketable securities, non-current — Total cash equivalents and fixed income marketable securities $ 236,805 The fair values of money market and fixed income marketable securities held by the Company in an unrealized loss position for less than 12 months were $ 126.0 million and zero as of June 30, 2026 and December 31, 2025, respectively. The fair values of money market and fixed income marketable securities held by the Company in an unrealized loss position for greater than 12 months were zero as of both June 30, 2026 and December 31, 2025. As of 12 Table of Contents June 30, 2026 and December 31, 2025, all of the Company’s money market and fixed income marketable securities had a maturity date of two years or less, were available for use and were classified as available‑for‑sale. The Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before recovery of their amortized cost basis. The Company determined that there was no material change in the credit risk of the above investments as of both June 30, 2026 and December 31, 2025. As such, an allowance for credit losses has not been recognized. Gross realized gains and losses were de minimis for the three and six months ended June 30, 2026 and 2025 and as a result, amounts reclassified out of accumulated other comprehensive income for the three and six months ended June 30, 2026 and 2025 were also de minimis . See Note 7, Fair Value Measurements, for additional information regarding cash equivalents and fixed income marketable securities. 6. Other Investments In prior years the Company made minority ownership strategic investments. As of both June 30, 2026 and December 31, 2025, the aggregate carrying amount of the Company’s strategic investments in non-publicly traded companies was $ 19.0 million. These investments are measured at initial cost, minus impairment, if any, and plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Cumulative impairments of strategic investments in equity investments without readily determinable fair values still held as of both June 30, 2026 and December 31, 2025 were $ 23.0 million, reflecting the full impairment of two of the Company’s other investments. As a part of the acquisition of each of the Company’s other investments, the Company determines whether an investment or other interest is considered a variable interest. As of both June 30, 2026 and December 31, 2025, the Company held an interest in one entity that was concluded to be a variable interest for which the Company was not the primary beneficiary as the Company did not have the power to direct the activities that most significantly impact the economic performance of the variable interest entity. As of both June 30, 2026 and December 31, 2025, the carrying value and maximum exposure to loss of the Company’s variable interests was zero . 7. Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): June 30, 2026 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 51,657 $ — $ — $ 51,657 U.S. Treasury securities — 134,539 — 134,539 U.S. government agency securities — 11,685 — 11,685 Corporate debt securities — 18,012 — 18,012 Total financial assets $ 51,657 $ 164,236 $ — $ 215,893 Financial liabilities: Success payment liabilities — — 490 490 Total financial liabilities $ — $ — $ 490 $ 490 13 Table of Contents December 31, 2025 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 49,766 $ — $ — $ 49,766 U.S. Treasury securities — 176,072 — 176,072 U.S. government agency securities — 6,533 — 6,533 Corporate debt securities — 4,434 — 4,434 Total financial assets $ 49,766 $ 187,039 $ — $ 236,805 Financial liabilities: SPA put/call $ — $ — $ 11,411 $ 11,411 Success payment liabilities — — 1,242 1,242 Total financial liabilities $ — $ — $ 12,653 $ 12,653 The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets. The Company measures the fair value of marketable equity securities traded in active markets based on quoted prices of identical assets. The Level 2 marketable securities include U.S. Treasury securities, U.S. government agency securities and corporate debt securities, which are valued using third-party pricing sources. The pricing services applied industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data. In July 2025, the Company completed a $ 50.0 million equity financing under a Securities Purchase Agreement (the “SPA”) with certain institutional and other accredited investors (the “Purchasers”) that provided both the Company and the Purchasers with mutually exclusive rights, but not obligations, to purchase or sell additional shares of the Company’s common stock (or pre-funded warrants in lieu thereof) under specified conditions. These rights included (i) the Company’s option to require investors to purchase additional equity securities upon the achievement of a defined milestone event (the “Milestone Closing”) and (ii) the investors’ option to purchase a similar dollar amount of equity securities at a fixed price prior to the Milestone Closing (the “Investor Call Closing”). Because the Milestone Closing and Investor Call Closing were mutually exclusive, they were accounted for as a single combined financial instrument (the “SPA put/call”). Pursuant to the SPA, following the achievement of the applicable milestone, the Company initiated the Milestone Closing and on March 6, 2026, the Company sold and issued 1,952,360 shares of common stock at a purchase price per share of $ 25.61 at the Milestone Closing, for gross proceeds of approximately $ 50.0 million. Prior to exercise, the SPA put/call was presented within accrued liabilities and other current liabilities on the Company’s condensed consolidated balance sheet as of December 31, 2025. See Note 9, Stockholders’ Equity - Securities Purchase Agreement , for additional information regarding the SPA put/call. Prior to exercise, the SPA put/call was classified as a Level 3 financial instrument and the fair value was estimated using a Monte Carlo simulation valuation method including the following assumptions as of December 31, 2025: December 31, 2025 Time to maturity (years) 0.67 Risk-free rate 3.55 % Volatility 90 % Upon the Milestone Closing on March 6, 2026, the fair value of the SPA put/call was determined based on the intrinsic value of the instrument (the difference between the exercise price of $ 25.61 and the Company’s closing stock price of $ 22.46 ). As the valuation was derived from observable inputs, the SPA put/call was classified as a Level 2 financial instrument at the time of settlement. Following the issuance of the shares, the instrument was settled and the carrying value of approximately $ 6.1 million was reclassified to stockholders’ equity as a reduction of additional paid-in capital. The Company’s success payment liabilities are classified as Level 3 financial instruments. Prior to its settlement on March 6, 2026, the SPA put/call was also classified as a Level 3 financial instrument. The success payment liabilities were estimated by management using its historical experience of the correlation of success payment fair values relative to the Company’s stock price. 14 Table of Contents The Company utilizes estimates and assumptions in determining the estimated success payment liabilities and SPA put/call and associated changes in fair value. A small change in the value of the Company’s common stock may result in a relatively large change in the estimated fair value of the success payment liabilities and the SPA put/call prior to settlement and associated changes in fair value. Prior to its settlement, a small change in management’s assessment of the likelihood of achieving either a clinical milestone relating to the Company’s ongoing PiNACLE pivotal trial or certain other corporate milestones relevant to the SPA put/call could have resulted in a material change in its estimated fair value. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Success Payment Liabilities SPA Put/Call Liability Balance at December 31, 2025 $ 1,242 $ 11,411 Change in fair value (1) ( 752 ) ( 17,561 ) Settlement via equity issuance — 6,150 Balance at June 30, 2026 $ 490 $ — (1) The change in fair value of the success payment liabilities and SPA put/call are recorded in other income, net. 8. Leases The Company’s lease portfolio is comprised of operating leases for laboratory, office and manufacturing facilities located in South San Francisco and Los Angeles, California, and Seattle and Bothell, Washington with contractual periods expiring between January 2028 and March 2031. In addition to minimum rent, the leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred. The following table summarizes the Company’s future minimum operating lease commitments as of June 30, 2026 (in thousands): Year Ending December 31: 2026 (remaining six months) $ 6,522 2027 13,341 2028 13,005 2029 10,398 2030 9,855 Thereafter 2,333 Total undiscounted lease payments 55,454 Less: imputed interest ( 8,856 ) Total operating lease liabilities $ 46,598 Reported as of June 30, 2026: Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) $ 9,664 Operating lease liabilities, non-current 36,934 Total $ 46,598 The operating lease costs for all operating leases were $ 2.0 million and $ 2.4 million for the three months ended June 30, 2026 and 2025, respectively, and $ 4.1 million and $ 4.8 million for the six months ended June 30, 2026 and 2025, respectively. The operating lease costs and total commitments for short-term leases were de minimis for the three and six months ended June 30, 2026 and 2025. Variable lease costs for operating leases were $ 1.5 million and $ 1.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 3.0 million and $ 3.8 million for the six months ended June 30, 2026 and 2025, respectively. The weighted-average remaining lease terms for operating leases were 4.3 and 4.8 years as of June 30, 2026 and December 31, 2025, respectively. The weighted‑average discount rate for operating leases was 8.5 % as of both June 30, 2026 and December 31, 2025. 15 Table of Contents The Company entered into subleases in May 2021 and September 2024, whereby the Company agreed to sublease approximately 11,000 and 12,150 square feet, respectively, of its currently leased space in South San Francisco, California. These subleases are classified as operating leases and currently will expire in March 2031 and December 2026, respectively. In September 2021, the Company entered into a sublease with Sonoma Biotherapeutics, Inc. (“Sonoma”), a related party, whereby the Company agreed to sublease approximately 18,000 square feet of space in South San Francisco, California currently leased by the Company. See Note 13, Related-Party Transactions. As a part of the sublease, in September 2021, the Company received a $ 4.6 million tenant improvement contribution payment, which is recognized over the term of the sublease. The sublease is classified as an operating lease. In June 2026, the Company and Sonoma amended the sublease to extend the term through September 2027 and revised the subleased space to approximately 3,600 square feet, effective October 2026. The Company’s sublease income is recognized within other operating (income) loss, net in the condensed consolidated statements of operations and comprehensive loss. Total operating income from the subleases and income solely attributable to the subleases are shown in the table below (in thousands). Total operating income includes income attributable to the subleases, as well as additional operating fees recognized in other operating (income) loss, net such as common area maintenance charges. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Other operating income, net - subleases $ 1,876 $ 1,373 $ 3,761 $ 2,760 Sublease income $ 1,462 $ 900 $ 2,915 $ 1,800 As a result of the successful technology transfer from the Company’s West Hills, Los Angeles manufacturing facility to the Company's LyFE manufacturing center in Bothell, Washington, and in connection with the planned closure of the West Hills facility, the associated lease has been classified as a separate asset group as of June 30, 2025. The Company performed an impairment assessment for the three and six months ended June 30, 2025. The Company concluded that the carrying value of the West Hills asset group was not recoverable as it exceeded the future undiscounted cash flows the asset is expected to generate from its use and eventual disposition. The Company applied a discounted cash flow method to estimate the fair value of the right‑of-use asset, which represented level 3 nonrecurring fair value measurements. Based on this analysis, the Company recognized long-lived asset impairment charges of $ 1.4 million for the three and six months ended June 30, 2025 within impairment of long-lived assets in the condensed consolidated statements of operations and comprehensive loss. 9. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10 million shares of preferred stock with a par value of $ 0.0001 per share. As of June 30, 2026 and December 31, 2025, no shares of preferred stock were outstanding. Common Stock The Company is authorized to issue 500 million shares of common stock with a par value of $ 0.0001 per share. As of June 30, 2026 and December 31, 2025, there were 23,396,808 shares and 21,251,353 shares of the Company’s common stock outstanding, respectively. In July 2026, the Company issued 1.1 million shares of common stock to ICT upon the achievement of a clinical milestone under the ICT License Agreement. On February 28, 2024, the Company entered into a sales agreement with TD Securities (USA) LLC, (formerly known as Cowen and Company, LLC) (“TD Cowen”) acting as the Company’s sales agent (the “Sales Agreement”), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $ 150.0 million from time to time in a series of one or more at‑the‑market equity offerings. The Company will pay TD Cowen commissions of up to 3.0 % of the gross proceeds of the sale, and reimbursement of certain expenses, under this agreement. Neither the Company nor TD Cowen is obligated to sell any shares under the Sales Agreement. The Company sold 65,092 shares in at-the-market equity offerings valued at approximately $ 1.7 million during the six months ended June 30, 2026. No shares were sold under the program during the three months ended June 30, 2026 or the three and six months ended June 30, 2025. 16 Table of Contents Securities Purchase Agreement In July 2025, the Company entered into the SPA with the Purchasers, pursuant to which the Company sold and issued 3,753,752 shares of common stock at a purchase price of $ 13.32 per share at an initial closing, for gross proceeds of approximately $ 50.0 million. Pursuant to the SPA, following the achievement of the applicable milestone, the Company initiated the Milestone Closing and on March 6, 2026, the Company sold and issued 1,952,360 shares of common stock at a purchase price per share of $ 25.61 at the Milestone Closing, for gross proceeds of approximately $ 50.0 million. Following the issuance of the Milestone Closing shares, the instrument was settled and the carrying value of approximately $ 6.1 million was reclassified to stockholders’ equity as a reduction of additional paid-in capital. See Note 7, Fair Value Measurements , for additional information regarding the valuation of the SPA put/call. 10. Stock-based Compensation Equity Incentive and Employee Stock Purchase Plans In June 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”), both of which became effective on the date of the underwriting agreement related to the Company’s IPO. Under the 2021 Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock appreciation rights, performance awards and other stock-based awards. The term of any stock option granted under the 2021 Plan cannot exceed ten years . Generally, stock options (other than performance-based stock options, discussed below) and RSU awards granted by the Company vest over four years but may be granted with different vesting terms. PSUs and PBOs generally vest over a three-year performance period, with vesting subject to the achievement of the associated performance condition. On January 1, 2026, the Company reserved an additional 1,062,567 shares of common stock for issuance under the 2021 Plan representing 5 % of the total common shares outstanding as of December 31, 2025. On January 1, 2026, the Company also reserved 212,513 additional shares under the 2021 ESPP representing 1 % of the total common shares outstanding as of December 31, 2025. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their earnings, subject to plan limitations. Unless otherwise determined by the Company’s board of directors, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first date of an offering or on the purchase date. Under the 2021 ESPP, 37,189 shares were issued for the three and six months ended June 30, 2026 and 26,062 shares were issued for the three and six months ended June 30, 2025. As of June 30, 2026, 2,298,275 and 376,157 shares were available for future issuance pursuant to the 2021 Plan and the 2021 ESPP, respectively. Stock-based Compensation Expense Stock-based compensation expense by classification included within the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Research and development $ 2,174 $ 2,295 $ 4,375 $ 4,683 General and administrative 2,358 2,709 4,452 6,345 Total stock-based compensation expense $ 4,532 $ 5,004 $ 8,827 $ 11,028 At June 30, 2026, total stock-based compensation cost related to unvested awards not yet recognized was $ 36.8 million, which is expected to be recognized over a remaining weighted-average period of 2.7 years. Performance-Based Stock Options During the three months ended March 31, 2025, the Company granted performance-based stock options (“PBOs”) to certain key employees. PBOs awarded to employees have a three-year performance period and vest based upon the Company’s performance against a two - and three-year relative total shareholder return (“rTSR”) metric or upon the achievement of certain clinical development milestones. Certain of the clinical development milestones were probable of achievement as of June 30, 2026, representing 7,062 shares. For the portion of PBOs subject to certain clinical development milestones, 50 % vest upon the achievement of the applicable milestone and the remaining 50 % vest upon the earlier of (a) one year of service from the date of such achievement and (b) the end of the three-year performance period. 17 Table of Contents The vesting of all PBOs granted is also subject to the respective employee’s continued employment. The Company valued the portion of the PBOs subject to the rTSR metric using a Monte Carlo simulation. The number of PBOs granted subject to the rTSR metrics represents the target number of options that are eligible to be earned based on the achievement of the metrics established at the beginning of the performance period, which ends on December 31 st of the three-year performance period. For the portion of PBOs subject to the rTSR metrics, employees may ultimately earn between zero and 200 % of the target number of PBOs granted based on the degree of achievement of the applicable rTSR metric. Accordingly, additional PBOs may be issued or currently outstanding PBOs may be cancelled upon final determination of the degree of achievement of the applicable rTSR metric. PBOs have contractual terms of ten years from grant date. A summary of the Company’s PBO activity was as follows: Number of PBOs Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) PBOs outstanding as of December 31, 2025 (1) 98,868 $ 11.07 9.11 $ 1,949 Granted — $ — Exercised — $ — Canceled or forfeited — $ — PBOs outstanding as of June 30, 2026 98,868 $ 11.07 8.61 $ 295 PBOs exercisable as of June 30, 2026 — $ — — $ — (1) PBOs outstanding reflect the target number of shares eligible to be earned at the time of grant. Performance-Based Restricted Stock Units PSUs have a three-year performance period and vest based upon the Company’s performance against a two - and three-year rTSR metric or upon the achievement of certain clinical development milestones. Certain of the clinical development milestones were determined to be probable of achievement as of June 30, 2026, representing 29,118 shares. For the portion of PSUs subject to certain clinical development milestones (other than the bonus clinical development milestone), 50 % vest upon the achievement of the applicable milestone, and the remaining 50 % vest upon the earlier of (a) one year of service from the date of such achievement and (b) the end of the three-year performance period. The vesting of all PSU awards granted is also subject to the respective employee’s continued employment. The Company valued the portion of PSUs subject to the rTSR metric using a Monte Carlo simulation. The number of PSUs granted subject to the rTSR metrics represents the target number of units that are eligible to be earned based on the achievement of the metrics established at the beginning of the performance period, which ends on December 31 st of the three-year performance period. For the portion of PSUs subject to the rTSR metrics, employees may ultimately earn between zero and 200 % of the target number of PSUs granted based on the degree of achievement of the applicable rTSR metric. Accordingly, additional PSUs may be issued or currently outstanding PSUs may be cancelled upon final determination of the degree of the achievement of the applicable rTSR metric. Stock-based compensation expense recognized for the PSU awards was approximately $ 0.1 million and approximately zero for the three months ended June 30, 2026 and 2025, respectively, and $ 0.3 million and $ 0.5 million for the six months ended June 30, 2026 and 2025, respectively. A summary of the Company’s PSU activity was as follows: Performance-Based Restricted Stock Units Outstanding Weighted-Average Value at Grant Date Per Share Unvested PSUs as of December 31, 2025 (1) 65,518 $ 37.51 PSUs granted — $ — PSUs vested ( 29,120 ) $ 36.00 PSUs forfeited or canceled — $ — Unvested PSUs as of June 30, 2026 36,398 $ 38.72 (1) PSU grants reflect the target number of shares eligible to be earned at the time of grant. 18 Table of Contents Restricted Stock Units A summary of the Company’s RSU activity was as follows: Restricted Stock Units Outstanding Weighted-Average Value at Grant Date Per Share Unvested RSUs as of December 31, 2025 306,415 $ 19.77 RSUs granted 286,116 $ 23.73 RSUs vested ( 59,364 ) $ 23.22 RSUs forfeited or canceled ( 16,366 ) $ 19.74 Unvested RSUs as of June 30, 2026 516,801 $ 21.57 Stock Options A summary of the Company’s stock option activity was as follows: Number of Stock Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Options outstanding as of December 31, 2025 2,696,444 $ 40.32 6.14 $ 17,090 Granted 699,750 $ 23.00 Exercised ( 2,348 ) $ 11.07 Canceled or forfeited ( 99,216 ) $ 43.16 Options outstanding as of June 30, 2026 3,294,630 $ 36.58 6.67 $ 2,715 Options exercisable as of June 30, 2026 1,821,492 $ 48.54 4.74 $ 2,124 The fair value of stock options and performance-based stock options granted to employees, directors and consultants valued using the Black-Scholes option pricing model was estimated on the date of grant using the following weighted-average assumptions: Six Months Ended June 30, 2026 2025 Risk-free interest rate 3.86 % 4.31 % Expected volatility 91.8 % 84.7 % Expected term (in years) 5.99 6.03 Expected dividend yield 0 % 0 % The weighted-average grant date fair value of options granted for the six months ended June 30, 2026 and 2025 were $ 17.67 per share and $ 8.93 per share, respectively. 11. Net Loss Per Share Basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company’s potentially dilutive shares, which include unvested RSUs, unvested PSUs, options to purchase common stock and contingently issuable shares, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Shares subject to options to purchase common stock, unvested RSUs and unvested PSUs were all excluded from consideration in the calculation of diluted net loss per share in all periods presented due to their anti-dilutive effects. 12. Commitments and Contingencies License and Collaboration Agreements The Company has entered into certain license and collaboration agreements, including those identified in Note 3, Asset Acquisitions and Contingent Consideration and Note 4, License, Collaboration and Success Payment Agreements 19 Table of Contents above, with third parties that include the funding of certain development, manufacturing and commercialization efforts with the potential for future milestone and royalty payments upon the achievement of pre-established developmental, regulatory and/or commercial milestones. The Company’s obligation to fund these efforts is contingent upon continued involvement in the programs and/or the lack of any adverse events that could cause the discontinuance of the programs, including termination of such agreements. Due to the nature of these agreements, the future potential payments are inherently uncertain, and accordingly no amounts had been recorded for the potential future achievement of these targets as of both June 30, 2026 and December 31, 2025. 13. Related-Party Transactions In September 2021, the Company entered into a sublease with Sonoma (“Sonoma Sublease”), a company (i) in which the Company is a stockholder and has a board seat and (ii) whose stockholders include stockholders of the Company, whereby the Company agreed to sublease approximately 18,000 square feet of space in South San Francisco, California currently leased by the Company. Dr. Klausner, the Chair of the Company’s board of directors, ceased serving as Chair of, and a member of, the board of directors of Sonoma in April 2026. Stephen Hill, the Company’s Chief Operating Officer, was elected to the board of directors of Sonoma effective June 2026. See Note 8, Leases , for information regarding the terms of the Sonoma Sublease, including the amendment entered into in June 2026. As of June 30, 2026 and December 31, 2025, there were accrued liabilities and other current liabilities of $ 0.8 million and $ 2.5 million, respectively, in connection with the Sonoma Sublease. Total operating income from Sonoma and income solely attributable to the Sonoma Sublease are shown in the table below (in thousands). Total operating income includes income attributable to the sublease, as well as additional operating fees recognized in “other operating (income) loss, net” such as common area maintenance charges. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Sonoma other operating income, net $ 1,212 $ 688 $ 2,428 $ 1,389 Sonoma sublease income $ 1,028 $ 465 $ 2,046 $ 930 In connection with the SPA, ARCH Venture XIII, L.P. participated as a Purchaser by acquiring approximately 0.5 million shares of common stock for aggregate gross proceeds to the Company of $ 12.5 million at a purchase price of $ 25.61 per share during the six months ended June 30, 2026. ARCH Venture Fund XIII, L.P. filed a Form 3 in July 2025 stating it beneficially owned greater than 10 % of the Company’s outstanding common stock as of that date. See Note 9, Stockholders’ Equity - Securities Purchase Agreement , for additional information regarding the SPA. ICT, the Company's licensor under the ICT License Agreement, is a related party of the Company, having reported beneficial ownership of greater than 10 % of the Company's outstanding common stock on a Schedule 13G/A filed in June 2026. In July 2026, the Company issued 1.1 million shares of common stock to ICT upon the achievement of a clinical milestone under the ICT License Agreement. See Note 3, Asset Acquisitions and Contingent Consideration , for information regarding transactions under the ICT License Agreement. 14. Segment The Company reports segment information in accordance with the management approach, which reflects the internal reporting utilized by the Chief Operating Decision Maker (“CODM”), the Company’s President and Chief Executive Officer. Based on the information used by the CODM to allocate resources and assess the Company’s performance, the Company has determined it operates in one segment. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. Prior period segment information has been recast to reflect the manner in which financial information is currently reviewed by the CODM to allocate resources and assess performance, conforming to the current period presentation. The CODM evaluates the performance of the Company’s sole reportable segment based on net loss that also is reported on the condensed consolidated statements of operations and comprehensive loss as net loss. The table below details the Company’s segment net loss, significant expenses, and other segment items (in thousands). The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. 20 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 4 $ 8 $ 6 $ 15 Less: Technical operations 12,236 11,176 24,630 29,071 Clinical development 15,094 9,486 27,737 18,160 Support functions 5,211 5,672 10,849 14,127 Lease costs 3,715 4,377 7,424 8,823 Operations management 2,447 3,289 5,174 8,273 Research activities 2,775 2,460 5,185 5,990 Other segment items (1) 3,281 6,232 ( 12,085 ) 10,450 Net loss $ 44,755 $ 42,684 $ 68,908 $ 94,879 1. Includes stock-based compensation, depreciation, other operating (income) loss, net, interest income, net, and other income, net. For the six months ended June 30, 2026, includes a $ 17.6 million gain associated with the settlement of the SPA put/call. Total expenditures for additions to the Company’s property and equipment, net were approximately $ 0.1 million and approximately zero for the three months ended June 30, 2026 and 2025, respectively, and $ 0.4 million and $ 0.3 million for the six months ended June 30, 2026 and 2025, respectively . 21 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited Condensed Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our 2025 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on March 12, 2026 (the 2025 Annual Report). This discussion and analysis and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current beliefs, plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding our intentions, plans, objectives and expectations for our business. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. See also the section titled “Special Note Regarding Forward-Looking Statements.” Overview We are a late-stage clinical cell therapy company advancing a pipeline of proprietary next-generation autologous CAR T-cell product candidates for patients with cancer. Our goal is to fully realize the curative potential of cell therapy for patients with hematologic malignancies and solid tumors. To achieve this, we are pioneering novel approaches designed to generate T‑cell therapies that drive long-lasting clinical responses. Our investigational CAR T-cell therapies start with the identification of promising cancer targets. We then engineer the patient’s own living immune cells and arm them with our innovative enhancements, including CAR constructs, technologies or manufacturing protocols that are designed to endow T cells with more potent cancer cell killing capabilities. In hematologic malignancies, we are focused on delivering to patients meaningfully improved outcomes over currently approved, first-generation CD19 CAR T-cell products. Our lead product candidate, rondecabtagene autoleucel, or ronde-cel, is a dual-targeting CD19/CD20 CAR T-cell product candidate designed to increase complete response rates and prolong the duration of response as compared to the approved CD19‑targeted CAR T-cell therapies. Ronde-cel is designed with a true ‘OR’ logic gate to target B cells that express either CD19 or CD20 with full potency at either target and is manufactured with a process that enriches for CD62L‑positive cells to generate more naïve and central memory CAR T cells with enhanced stemlike features and antitumor activity. We are currently conducting two pivotal trials with ronde-cel. The first, PiNACLE, is a single-arm clinical trial that is a seamless expansion of the third- or later line (3L+) cohort in the Phase 1/2 trial. This trial is expected to report additional data in the second half of 2026 and pivotal data in mid-2027, with submission of a Biologics License Application (BLA) expected to follow in 2027. The PiNACLE trial is evaluating ronde‑cel in patients with relapsed/refractory (R/R) LBCL receiving treatment in the 3L+ setting. We commenced dosing in the first-of-its-kind Phase 3 head-to-head CAR T-cell therapy randomized controlled trial, PiNACLE-H2H, for patients with LBCL receiving treatment in the second-line (2L) setting. Patients are randomized to either ronde-cel or investigator’s choice of axicabtagene ciloleucel (axi-cel) or lisocabtagene maraleucel (liso-cel). To realize the potential of cell therapy for solid tumors, we acquired an exclusive global license for LYL273 (excluding mainland China, Hong Kong, Macau and Taiwan), a guanylyl cyclase C (GCC)-targeted CAR T-cell product candidate, from Innovative Cellular Therapeutics Holdings Limited and Innovative Cellular Therapeutics (collectively, ICT) in November 2025. A 67% overall response rate and an 83% disease control rate with a manageable safety profile have been reported at the highest dose level tested in patients with 3L+ R/R mCRC in a U.S. Phase 1 clinical trial as of the data cutoff date of October 28, 2025. In June 2026, updated safety data from the ongoing trial were shared. The protocol was recently amended to a Phase 1/2 design to enable seamless expansion into a potential pivotal single-arm Phase 2 trial, pending regulatory alignment, and adds new cohorts, including a 2L cohort and a cohort evaluating a combination strategy with radiotherapy. LYL273 is enhanced with CD19 CAR expression and controlled cytokine release designed to improve CAR T-cell expansion, immune cell infiltration and cancer cell killing in the hostile tumor microenvironment. Clinical proof-of-concept for this program was initially demonstrated in 15 patients with mCRC in an investigator-sponsored clinical trial conducted in China and published in JAMA Oncology (September 2024). We were incorporated in June 2018. We wholly own and operate the LyFE Manufacturing Center TM (LyFE) capable of providing clinical trial material for our ongoing clinical trials, as well as for commercial launch. We expect LyFE to have the capacity to manufacture more than 1,200 CAR T-cell doses/year. Our primary activities to date have included clinical development of investigational T‑cell therapies, conducting research and development, building and operating LyFE, acquiring technology, entering into strategic collaboration and license agreements, enabling and executing manufacturing activities in support of our product candidate development efforts, executing clinical trials, organizing and 22 Table of Contents staffing the company, business planning, establishing and maintaining our intellectual property portfolio, regulatory submissions and other preparations to initiate and execute clinical trials, raising capital and providing general and administrative support for these activities. Our pipeline of next-generation CAR T-cell product candidates target cancers with large unmet need and is summarized in Table 1 below: Table 1 : Lyell’s Pipeline 2L, second line; 3L+, third- or later-line; BLA, Biologics License Application; CAR, chimeric antigen receptor; CD62L+, CD62L or L‑selectin positive T cells; CRC, colorectal cancer; EOP1, End-of-Phase 1; GCC, guanylyl cyclase C; LBCL, large B-cell lymphoma. Our Pipeline Programs Rondecabtagene Autoleucel (ronde-cel): A next-generation dual-targeting CD19/CD20 CAR T-cell product candidate designed to increase complete response rates and prolong the duration of responses as compared to the approved CD19‑targeted CAR T-cell therapies for the treatment of large B-cell lymphoma. Our lead program, ronde-cel, is targeting patients with aggressive R/R large B-cell non‑Hodgkin lymphoma (NHL), more commonly referred to as LBCL. Lymphoma is a blood cancer that begins in lymphocytes and spreads primarily in lymph nodes, but can also metastasize to the liver, kidney, brain and other organs. NHL is the more common form of lymphoma, representing approximately 90% of all lymphomas. We are initially focused on developing ronde-cel for the treatment of patients with NHL subtypes representing approximately 35% of the over 80,000 patients estimated to be diagnosed with NHL in the United States in 2025 and 545,000 patients worldwide. The NHL subtypes we are currently pursuing include diffuse large B-cell lymphoma (DLBCL), high grade B-cell lymphoma (HGBCL), primary mediastinal large B-cell lymphoma (PMBCL), transformed follicular lymphoma (tFL), transformed marginal zone B-cell lymphoma (tMZBCL), transformed mantle cell lymphoma (tMCL) and Grade 3B follicular lymphoma (FL3B). DLBCL represents approximately 31% of patients diagnosed with NHL each year (of which approximately 5% are HGBCL). PMBCL represents approximately 3% and FL3B and the transformed lymphomas represent approximately 1 to 2% of patients diagnosed with NHL each year. We may choose to further expand development to include additional NHL subtypes in the future. The worldwide sales for currently approved CD19 CAR T-cell products are expected to exceed $5 billion by 2030 (Figure 1). Of the approximately 30,000 patients in the U.S. with LBCL, 40% to 50% are refractory to, or relapse following, first-line treatment and we estimate approximately 12,000 to 15,000 patients in the United States with LBCL progress to 2L treatment. We estimate the 3L+ patient population to be approximately 6,000 to 7,000 patients. This estimate reflects findings from a retrospective analysis presented by investigators from Memorial Sloan Kettering Cancer Center that up to 50% of patients with LBCL who progress on first-line therapy received a second regimen of chemotherapy prior to undergoing leukapheresis for CAR T-cell therapy. In a separate Medicare fee-for-service claims analysis, a similar percentage (57%) of patients with LBCL classified as receiving CAR T-cell therapy in the 2L been 23 Table of Contents administered a second chemotherapy regimen prior to CAR while awaiting referral and/or scheduling for leukapheresis (Figure 2). Figure 1 : Ronde-cel is targeting the multi-billion dollar CD19 CAR T-cell market. Leukemia and Lymphoma Society Facts and Statistics Overview; Datamonitor (2024); Flowers CR, et al. Hematology Am Soc Hematol Educ Program 2022 ; SEER (2023). 1L, first line; 2L, second line; 3L+, third- or later-line, CAR, chimeric antigen receptor; LBCL, large B-cell lymphoma. Figure 2 : Approximately half of patients with LBCL who undergo leukapheresis for CAR T-cell therapy have received two prior regimens of chemotherapy. 1 Gomez-Llobell M, et al. Blood 2025. 2 Data on file based on analyses of Medicare Fee-for-Service claims conducted by BluePath Solutions. 1L, first line; 2L, second line; 3L+, third- or later-line; CAR, chimeric antigen receptor; MSKCC, Memorial Sloan Kettering Cancer Center. While the first generation of CD19 CAR T-cell therapies delivered a major advance in treatment for patients with B-cell lymphoma, there remains a need for therapies that deliver more complete and durable responses. More than 40% of patients with aggressive LBCL treated in the 3L+ setting with a CD19 CAR T-cell therapy are not disease-free after treatment and 30% of patients do not respond at all. Of these patients treated with an approved CD19 CAR T-cell therapy, approximately 50% of patients progress or die within six months, and the overall survival at one year for patients treated with a CD19 CAR T-cell therapy is only 50% to 60%. The median progression-free survival for the approved CD19 CAR T-cell therapies for patients in the 3L+-setting is 6 to 7 months. 24 Table of Contents The ZUMA-7 randomized controlled trial of axi-cel versus standard of care chemoimmunotherapy in the 2L setting demonstrated a complete response rate of 65% and a median progression-free survival in all enrolled patients of 14.7 months. For those patients with primary refractory disease, the median progression-free survival was only 7 months as reported in an abstract. The complete response rate for patients with primary refractory disease was not reported. The median event-free survival in all patients was 8.3 months. Importantly, this study did not allow patients to receive bridging therapy other than steroids between leukapheresis and CAR T-cell therapy infusion, potentially excluding patients who were progressing too rapidly to wait for CAR T-cell therapy. Liso-cel was evaluated in two pivotal trials conducted in the 2L setting. The first pivotal trial was a randomized controlled trial of liso-cel versus standard-of-care chemoimmunotherapy (TRANSFORM), which did not enroll patients over the age of 75 but did allow bridging therapy with chemotherapy. The complete response rate was 66% and the median progression-free survival was 14.8 months, and the median event-free survival was 10.1 months in the liso-cel arm. Data for patients with primary refractory disease in the 2L were not published from this trial; however, a poster presentation suggested these younger patients (median age of 61 years) with low disease volume (9% of patients with a Sum of Product Diameter > 50 cm 2 ) had similar clinical outcomes between primary refractory and relapsed subgroups. The second pivotal single-arm trial conducted for liso-cel (PILOT), did allow patients over the age of 75 to enroll and included patients ineligible for transplant with primary refractory disease, relapse before 12 months or relapse after 12 months. The complete response rate in the overall patient population was 54% and was 42% in the primary refractory patient population. The package insert for YESCARTA ® lists the rate of Grade 3 or higher cytokine release syndrome (CRS) as 9% and the rate of Grade 3 or higher neurotoxicity as 31%. The package insert for BREYANZI ® lists the rate of Grade 3 or higher CRS as 3% and the rate of Grade 3 or higher neurotoxicity as 10%. Ronde-cel is an autologous dual-targeting CD19/CD20 CAR T-cell therapy designed to kill B cells expressing CD19 and/or CD20 antigens for the treatment of patients with aggressive B-cell malignancies. We acquired this product candidate through our acquisition of ImmPACT Bio USA Inc. (ImmPACT) in October 2024. A dual-targeting, or bispecific, tandem CAR recognizes two targets with a single construct. Ronde-cel is rationally designed with a true CD19/CD20 “OR” logic-gated CAR targeting either CD19 or CD20 with full potency at either target, and the cell therapy product is enriched for naïve and central memory T cells. Together, this novel construct and the cell enrichment for naïve and central memory T cells are designed to provide multiple clinical benefits over CD19 CAR T-cell therapies, including: • Ability to target lower or heterogeneous CD19 antigen density and result in a higher percentage of complete responses than with a single-targeting CAR construct; • Increase in the duration of responses by preventing relapse due to CD19 antigen escape; and • Better cell expansion, persistence and reduced exhaustion to provide longer duration of responses. Ronde-cel consists of autologous T cells that are genetically modified through transduction with a lentiviral vector expressing a tandem CAR construct composed of anti-CD19 and anti-CD20 single-chain variable fragments (scFvs) in tandem and an intracellular portion that contains the T-cell signaling zeta chain (CD3-ζ) and the 4-1BB co-stimulatory domain (Figure 3). This differentiates ronde-cel from cell therapies and other therapeutic modalities that singularly target CD19, CD20 or CD22. Figure 3 : Ronde-cel contains separate, tandem scFv antibody domains designed to target both CD19 and CD20 and is manufactured using a CAR construct that contains a 4-1BB costimulatory domain and is manufactured with a process to enrich for CD62-positive naïve and central memory T cells. 25 Table of Contents Antigen heterogeneity, which refers to variation in the expression levels of tumor antigens across cancer cells, can limit the effectiveness of targeted therapies, including CD19 CAR T-cell therapy. Nonclinical data demonstrated that ronde-cel’s optimized tandem CAR design is capable of killing target cells that express CD19 only, CD20 only or both antigens with full potency, thus it has the potential to achieve a higher percentage of complete responses than a single‑targeting agent, particularly in those patients with malignant B cells with a lower or heterogeneous CD19 antigen density. CD19 antigen escape, a mechanism by which tumor cells evade the host immune system or targeted therapy through loss, downregulation or modification of target antigens, is a known mechanism contributing to disease relapse. Ronde-cel’s dual-targeting of both CD19 and CD20 was designed to overcome CD19 antigen escape and potentially prolong the duration of responses, as well as to target malignant B cells with limited or no expression of CD19 to achieve a higher overall response rate. In a nonclinical xenograft model of mixed tumor cells (75% CD19-positive/CD20-positive, 25% CD19-negative/CD20-positive), mice treated with CAR T cells that targeted CD19 and CD20 in this manner eliminated tumors and overcame a subsequent tumor re-challenge, whereas CD19 CAR T-cell treatment failed to control the tumors. Additionally, ronde-cel is manufactured to produce a CAR T-cell product with higher proportions of naïve and central memory T cells through a process that enriches for CD62L-expressing cells. CD62L is a surface protein that acts as a homing beacon, guiding white blood cells to sites of inflammation. CD62L enrichment in ronde-cel’s manufacturing process substitutes for the CD4/CD8 enrichment step in traditional CAR T-cell manufacturing, and generates cell products that are comprised of more than 95% naïve or central memory T cells. This manufacturing process is designed to generate CAR T cells with enhanced antitumor activity, which we believe could result in both increased complete response rates and more durable responses. Naïve T cells are mature T lymphocytes that have differentiated in the bone marrow and undergone central tolerance selection in the thymus, but have not interacted with their antigen. CAR T cells generated from these CD62L-positive less differentiated T cells have been associated with better cell expansion, improved persistence, reduced exhaustion and lower adverse cytokine production compared to CAR T cells generated from traditional processes. The enrichment of CD62L-expressing T cells does not increase the manufacturing time, which is similar to that of the approved CD19 CAR T-cell therapies with a median vein to site time of 16 days. Data from the ZUMA-7 pivotal trial of axi-cel in patients with R/R LBCL demonstrated an improved overall survival in those patients with a higher median percentage of T cells with a naïve/stem memory phenotype in the administered cell product. Translational analyses were presented at the European Hematology Association Annual Congress in June 2026 (EHA 2026), providing a biological basis for ronde-cel’s durable responses, including enhanced memory potential of cytotoxic effector cells from CD62L+ enrichment and CD19/CD20 dual-targeting to overcome low antigen expression. Ronde-cel Clinical Development Our ongoing Phase 1/2 trial of ronde-cel is a multi-cohort, multi-center, open-label dose-escalation and dose‑expansion clinical trial designed to evaluate the safety and clinical benefit of ronde-cel (NCT05826535). We presented positive data, detailed below, from the 3L+ and 2L cohorts from the ongoing Phase 1/2 trial during an oral presentation at the American Society of Hematology Annual Meeting and Exhibition in December 2025 (ASH 2025). Based on these data, as well as our End-of-Phase 1 meetings with the U.S. Food and Drug Administration (FDA), we announced the initiation of two pivotal trials of ronde-cel: PiNACLE and PiNACLE-H2H. The PiNACLE trial, which is underway and enrolling patients, is a seamless expansion of the 3L+ cohort of our Phase 1/2 trial. PiNACLE is a single-arm trial evaluating ronde-cel at a dose of 100 x 10 6 CAR T cells in patients with LBCL treated in the 3L+ setting. The trial is expected to treat approximately 100 patients with R/R DLBCL, PMBCL, FL3B or tFL who have received two or more prior lines of therapy and have not received CAR T-cell therapy. Patients may be treated with ronde-cel in the inpatient or outpatient setting, with observation near the site limited to 14 days. There is no upper age limit for eligibility, which broadens the addressable patient population. The primary endpoint of the trial is the best overall response rate, including an evaluation of duration of response. More information about the PiNACLE trial can be found on clinicaltrials.gov (NCT05826535). Additional data from the PiNACLE trial are expected to be reported in the second half of 2026. Pivotal data from the PiNACLE trial are expected in mid-2027, with a BLA submission expected to follow in the second half of 2027. The PiNACLE-H2H trial is a first-of-its-kind Phase 3 head-to-head CAR T-cell therapy randomized controlled trial evaluating ronde-cel versus investigator’s choice of approved CD19 CAR T-cell therapies (axi-cel or liso-cel) in patients with R/R LBCL receiving treatment in the 2L setting. Patients randomized to ronde-cel will be treated with a dose of 100 x 10 6 CAR T cells. The primary endpoint of the trial is event-free survival. The trial is expected to enroll approximately 400 patients with R/R LBCL (200 per arm), including DLBCL, PMBCL, HGBCL, FL3B, tFL, tMCL or tMZBCL who have not previously received CAR T-cell therapy. Patients may be treated with ronde-cel in either the inpatient or outpatient setting. Patient dosing commenced in February 2026, and clinical site activation is ongoing in the 26 Table of Contents United States, Canada and Australia. More information about the PiNACLE-H2H trial can be found on clinicaltrials.gov (NCT07188558). A progress update from the PiNACLE-H2H trial is expected in the second half of 2026. Now that the PiNACLE-H2H trial is enrolling patients, the 2L cohort in our Phase 1/2 multi-cohort trial is no longer recruiting patients. In the future, we may expand into other types of B-cell NHL. Ronde-cel: Clinical Data We presented new clinical and translational data from our ongoing Phase 1/2 clinical trial of ronde-cel in patients with LBCL at ASH 2025. The trial is a multi-cohort, multi-center, dose-escalation, dose-expansion trial. Patients had not previously received CAR T-cell therapy and there was no upper age limit nor requirement for CD19/CD20 screening prior to enrollment. Data were presented from the 3L+ and 2L cohorts. Bridging therapy was optional and lymphodepletion included fludarabine, 30 mg/m 2 , and cyclophosphamide, 500 mg/m 2 , each for three days. The cell manufacturing median vein to site time was 16 days and the recommended Phase 2 dose was established at 100 x 10 6 CAR T cells. Two patients were treated at Dose Level 2 (300 x 10 6 CAR T cells). Imaging response assessments were conducted locally at Day 28, Month 3 and every three months for 24 months. The trial objectives were safety and tolerability, best overall response rate and complete response rate, duration of response, selection of the recommended Phase 2 dose and cell expansion pharmacokinetics. Sixty-nine patients with R/R LBCL received ronde-cel as of September 5, 2025 (the data cutoff date for the presentation at ASH 2025). Patient demographics and baseline disease characteristics were consistent with a high-risk, heavily pre-treated patient population, particularly as compared to historical trials of CD19 CAR T-cell products: median ages of 64 and 65 years with 16% (6/37) and 21% (5/24) of patients being 75 years or older in the 3L+ and 2L settings, respectively; and primary refractory disease in 43% (16/37) and 92% (22/24) of patients in the 3L+ and 2L settings, respectively. The efficacy evaluable population, defined as those patients with Day 84 assessments or prior disease progression or death, consisted of 47 patients (29 in the 3L+ setting and 18 in the 2L setting). Patients Treated with Ronde-Cel in the 3L+ Setting There were 29 efficacy-evaluable 3L+ patients with R/R LBCL (DLBCL, PMBCL, 3BFL or tFL) with a median follow‑up time of 12 months as of the data cutoff date. The data are presented in Figure 4 and summarized here: • The best overall response rate was 93% (27/29 patients), with 76% (22/29) of patients achieving a complete response • 72% (13/18) of patients with complete response remained in complete response at 6 months or longer • Median progression-free survival was 18 months The PiNACLE single-arm pivotal trial is a seamless expansion of this 3L+ cohort and is ongoing. Patients with HGBCL are no longer included in the PiNACLE single-arm trial to focus the trial on those patients most likely to achieve high durable response rates. The response rate and duration of response in patients enrolled with HGBCL (N = 8) was shorter than that observed for patients with other histologies. Figure 4 : High rates of durable complete responses were observed in patients treated with ronde-cel in the 3L+ setting. 3L+, third- or later-line setting, LBCL, large B-cell lymphoma. 27 Table of Contents Patients Treated with Ronde-Cel in the 2L Setting There were 18 efficacy-evaluable patients enrolled in the 2L setting with a median follow-up time of 9 months as of the data cutoff date. Of these efficacy-evaluable patients, 94% had primary refractory disease. Data from these patients are presented in Figure 5 and summarized here: • The overall response rate was 83% (15/18 patients), with 61% (11/18) achieving a complete response • 70% (7/10) of patients with complete response remained in complete response at ≥ 6 months • The median duration of complete response was not reached Figure 5 : High rates of durable complete responses were observed in patients treated with ronde-cel in the 2L setting. 2L, second-line setting, LBCL, large B-cell lymphoma. Safety Data Updated safety data from the Phase 1/2 trial were presented at EHA 2026. One hundred and eight patients with R/R LBCL received ronde-cel as of the EHA 2026 data cutoff date of May 5, 2026. In 108 patients, including patients from both the 3L+ and the 2L cohorts, a manageable safety profile potentially appropriate for outpatient administration was observed. Sixty-four of the 108 patients (59%) received dexamethasone prophylaxis (10 mg/day for 3 days). No Grade 3 or higher CRS was reported in any patient. Five cases (8%) of Grade 3 or higher immune effector cell-associated neurotoxicity syndrome (ICANS) were reported in patients receiving dexamethasone prophylaxis. The median time to onset of CRS was 6 days and of ICANS was 7 days in those patients receiving prophylaxis. The median time to resolution of CRS or of ICANS was 3 days. Data are presented in Figure 6. Figure 6 : Adverse events of interest with and without dexamethasone prophylaxis for patients in both the 3L+ and 2L settings. CRS, cytokine release syndrome; HGBCL, high grade B-cell lymphoma; ICANS, immune effector cell-associated neurotoxicity; IEC-HS, immune effector cell-associated hemophagocytic lymphohistiocytosis-like syndrome; HLH, hemophagocytic lymphohistiocytosis; IV, intravenous; LDH, lactate dehydrogenase; PO, per os (oral). 28 Table of Contents Ronde-cel demonstrated robust cell expansion with or without dexamethasone prophylaxis with no significant differences observed in peak CAR T-cell expansion (C max ) or overall exposure (AUC) between patients who received dexamethasone (N = 25) and those who did not (N = 42). Ronde-cel has received Regenerative Medicine Advanced Therapy (RMAT) designation as well as Fast Track designation from the FDA for the treatment of adults with R/R DLBCL in the 3L+ setting and has also received RMAT designation for the treatment of LBCL in the 2L setting. The FDA has also granted ronde-cel Orphan Drug Designation for the treatment of DLBCL/HGBCL with MYC and BCL2 rearrangements. LYL273: GCC-targeted CAR T-cell product candidate for the treatment of R/R mCRC and other GCC‑expressing cancers In November 2025, we acquired an exclusive global license, outside of mainland China, Hong Kong, Macau and Taiwan, from ICT for a next-generation GCC-targeted CAR T-cell product candidate (LYL273) with promising dose‑dependent clinical activity in patients with R/R mCRC in a Phase 1 trial conducted in the U.S. LYL273 is a GCC‑targeted CAR T-cell product candidate enhanced with CD19 CAR expression and controlled cytokine release designed to improve CAR T-cell expansion, immune cell infiltration and cancer cell killing in the hostile solid tumor microenvironment. LYL273 was granted Fast Track designation for the treatment of mCRC by the FDA. Clinical proof-of-concept was initially demonstrated in an investigator-sponsored clinical trial conducted in China prior to the submission to the FDA of an Investigational New Drug Application. Data from this single-center clinical trial in 15 patients with mCRC conducted in China were published in JAMA Oncology (September 2024). In the ongoing U.S. Phase 1 clinical trial, as of the data cutoff date of October 28, 2025, the overall response rate was 50% (6 of 12 patients) and the disease control rate was 83% across both dose levels. At Dose Level 2, the highest dose tested, the overall response rate was 67%, including one patient with a pathological complete response, one patient with complete reduction in tumor volume of the target lesions (100% partial response) and two additional patients with confirmed partial responses (Figure 7). For patients treated at Dose Level 2, the disease control rate was 83%, and the median progression‑free survival was 7.8 months. Additional data from patients treated in the 3L+ setting of the U.S. Phase 1 trial, and an End-of-Phase 1 FDA meeting, are expected in the second half of 2026. Figure 7 : Data shown are from 12 patients enrolled in the U.S. Phase 1 clinical trial, six at Dose Level 1 and six at Dose Level 2. The left panel depicts target tumor volume change from baseline (%) and the right panel depicts the best overall response and survival after CAR T-cell administration. We provided a safety update in June 2026 (data cutoff date of May 5, 2026) from the U.S. Phase 1 trial following the implementation of gastrointestinal (GI) prophylaxis and a new safety management plan because of previously reported dose-limiting toxicities in one patient at Dose Level 2, including Grade 3 diarrhea, Grade 4 enterocolitis and death from fungal sepsis 48 days post-infusion. Gastrointestinal prophylaxis consisted of infliximab, vedolizumab and budesonide after infusion and prior to symptom onset. Safety data from patients enrolled at Dose Levels 1 and 2 included data from 9 patients who did not receive GI prophylaxis and 10 patients who did receive prophylaxis. The median age of the patients enrolled was 52 years (range, 39 to 74), the patients had received a median of 4 prior lines of therapy for mCRC (range, 2 29 Table of Contents to 7) and all patients had microsatellite stable disease. No difference in patient demographics and disease characteristics were observed between the two groups. No Grade ≥ 3 or higher CRS, ICANS or diarrhea/colitis was reported in any patient receiving GI prophylaxis, across Dose Levels 1 and 2. Reports of Grade ≥ 2 or higher diarrhea/colitis decreased from 55% to 10% with GI prophylaxis. Grade 3 or higher diarrhea/colitis occurred in 22% (2/9) of patients who did not receive GI prophylaxis. Evaluation of GCC-CAR cell expansion kinetic data revealed that both peak GCC CAR T-cell expansion and overall exposure are similar with and without GI prophylaxis at Dose Levels 1 and 2. Based on the new safety data and cell expansion kinetics, we amended the Phase 1 U.S. trial to enable seamless expansion into a pivotal single-arm Phase 1/2 trial, pending FDA agreement. New centers are being activated to support trial expansion and new cohorts to explore LYL273 in patients with 2L mCRC and in combination with radiotherapy were also added. Colorectal cancer is the second leading cause of cancer deaths worldwide, and the incidence of colorectal cancer is rising in people younger than 55 years old. In the United States, there were estimated to be 154,000 total new colorectal cancer diagnoses and about 1 in 5 of these diagnoses will occur in people younger than 55 years old. Approximately 53,000 people were estimated to have died from CRC in the U.S. in 2025. Approximately 25% of patients have metastatic disease at the time of diagnosis and up to 60% of patients diagnosed with colorectal cancer will develop distant metastases at some point during their disease journey. Despite the remaining tremendous unmet medical need for new effective therapies for mCRC, the worldwide net sales for currently approved CRC products are expected to reach $12 billion by 2032 (Figure 8). However, the benefit of approved therapies for mCRC in the 3L+ setting is limited. With the approved products, only 6% or less of patients achieve a partial or complete response to their next line of therapy, the median progression-free survival is 6 months or less and the median overall survival is 11 months or less (Figure 8). Figure 8 : The worldwide market for therapies approved for colorectal cancer is six billion dollars and growing. However, currently approved standard-of-care therapies in the 3L+ setting do not achieve meaningful response rates and provide limited survival benefit. Our Nonclinical Programs Cell therapy has demonstrated profound results in some patients suffering from hematologic malignancies, but there remains a need for therapies that deliver more complete and durable responses. Solid tumors are even more complex and have evolved multiple mechanisms to evade and ultimately resist clearance by the immune system. This has limited the use of cell therapy in solid tumors, which account for 90% of cancer deaths. And while there has been recent progress with new cell therapies approved for solid tumors, overall response rates and the duration of response remain low. We continue to invest in earlier stage cell therapy research and development utilizing our proprietary technologies. We are advancing a fully-armed solid tumor CAR T-cell product candidate with an undisclosed target, with the CAR T cells enhanced by multiple technologies, each designed to address different barriers to effective cell therapies, including T‑cell exhaustion, lack of durable stemness, as well as immune suppression within the hostile tumor microenvironment. Macroeconomic Environment Our business and operations may be affected by worldwide economic conditions, which may continue to be impacted by global macroeconomic challenges such as the effects of disruption between the U.S. and its trading partners due to tariffs or other policies, ongoing geopolitical conflicts (including military conflicts, threatened hostilities and conflicts or heightened tension in geopolitical relations) and related U.S. involvement, inflationary pressures, fluctuations in the interest rate environment, instability in the banking industry, supply constraints and overall market volatility. 30 Table of Contents Economic uncertainty may persist throughout the remainder of 2026, and the market dynamics and potential business disruptions discussed above and similar adverse conditions may negatively impact our business. For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Components of Results of Operations Revenue We have no products approved for sale and have never generated any revenue from product sales. In the future, we may generate additional revenue from collaborations, strategic alliances, licensing agreements, product sales, or a combination of these. Operating Expenses Research and Development To date, research and development expenses consist of costs incurred by us for the discovery and development of our technology platforms and product candidates and include costs incurred in connection with conducting and completing current and planned clinical trials, strategic collaborations, costs to license technology, personnel-related costs, stock-based compensation expense, facility and technology related costs, research and laboratory expenses and other expenses, including consulting fees and other costs. Upfront payments and milestones paid to third parties in connection with technology platforms that have not reached technological feasibility and do not have an alternative future use are expensed as incurred. We deploy our employee and infrastructure resources across multiple research and development programs for identifying and developing product candidates and establishing manufacturing capabilities. These include costs for personnel, laboratory and other indirect facility and operating costs. Research and development activities account for a significant portion of our operating expenses. We anticipate that our research and development expenses will increase over the foreseeable future as we expand our research and development efforts including completing nonclinical studies, commencing planned clinical trials, conducting and completing current and planned clinical trials, seeking regulatory approvals of our product candidates, identifying new product candidates and incurring costs to acquire and license technology platforms. A change in the outcome of any of these variables could mean a significant change in the costs and timing associated with the development of our product candidates. Because we are early in our research and clinical development efforts of our product candidates, and the outcome of these efforts is uncertain, we cannot estimate the actual amounts necessary to successfully complete the nonclinical development, clinical development and commercialization of product candidates or whether, or when, we may achieve profitability. Our research and development expenses may vary significantly based on factors such as: • the number and scope of nonclinical and IND-enabling studies; • per patient trial costs; • the number of trials required for approval; • the number of sites included in the trials; • the countries in which the trials are conducted; • the length of time required to enroll eligible patients; • the number of patients that participate in the trials; • the drop-out or discontinuation rates of patients in the trials; • potential additional safety monitoring requested by regulatory agencies; • the duration of patient participation in the trials and follow-up; • the cost and timing of manufacturing our product candidates; • the phase of development of our product candidates; • the efficacy and safety profile of our product candidates; • the extent to which we establish additional collaboration or license agreements; and 31 Table of Contents • whether we choose to partner any of our product candidates and the terms of any such partnership. A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any of our product candidates. We may obtain unexpected results from our nonclinical studies and clinical trials. General and Administrative General and administrative costs include personnel-related expenses, including stock-based compensation expense for personnel in executive, legal, finance and other administrative functions, legal costs, transaction costs related to licensing and collaboration agreements, as well as fees paid for accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include those related to corporate, dispute and patent matters. We anticipate that our general and administrative expenses will increase over the foreseeable future to support our continued research and development activities, operations generally, future business development opportunities, consulting fees, as well as the costs of operating as a public company such as costs related to accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs and investor and public relations costs. Other Operating (Income) Loss, Net Other operating (income) loss, net consists primarily of service and occupancy fees received associated with subleases as well as losses on the retirement of property and equipment. Impairment of Long-Lived Assets Impairment of long-lived assets consists of the expense associated with our 2025 impairment of our West Hills, Los Angeles lease right-of-use asset. The impairment loss is measured as the amount by which the carrying value of the asset group exceeded its fair value. Interest Income, Net Interest income, net consists primarily of interest earned on our cash, cash equivalents and marketable securities balances. Other Income, Net Other income, net consists primarily of the changes in fair value of our success payment liabilities for the three months ended June 30, 2026, and the changes in fair value of our success payment liabilities and SPA put/call (defined below) for the six months ended June 30, 2026. Other income, net consists primarily of the changes in fair value associated with our contingent consideration payable related to the ImmPACT acquisition and success payment liabilities for the three and six months ended June 30, 2025. The SPA put/call refers to a combined financial instrument arising from the Securities Purchase Agreement (SPA) we entered into in July 2025. It represented (i) our right to require certain investors to purchase additional shares of common stock upon the achievement of specified milestones and (ii) the investors' reciprocal right to purchase additional shares. Because these rights were mutually exclusive, they were accounted for as a single financial instrument (SPA put/call). The SPA put/call was settled in March 2026 upon the Milestone Closing and, accordingly, no changes in its fair value were recognized subsequent to settlement. See Note 7, Fair Value Measurements , in the accompanying notes to our unaudited condensed consolidated financial statements included in Part I, Item 1, of this Form 10-Q for additional information. See Note 3, Asset Acquisitions and Contingent Consideration regarding contingent consideration payable, Note 4, License, Collaboration and Success Payment Agreements regarding our success payment liabilities and associated expenses and Note 7, Fair Value Measurements regarding our SPA put/call in the accompanying notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10‑Q for additional information. 32 Table of Contents Results of Operations Three and Six Months Ended June 30, 2026 and 2025 The following table summarizes our results of operations for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change 2026 2025 Change Revenue $ 4 $ 8 $ (4) $ 6 $ 15 $ (9) Operating expenses: Research and development 39,524 34,857 4,667 76,128 78,304 (2,176) General and administrative 9,576 9,786 (210) 19,131 23,832 (4,701) Other operating (income) loss, net (1,759) 1,062 (2,821) (3,655) 943 (4,598) Impairment of long-lived assets — 1,443 (1,443) — 1,443 (1,443) Total operating expenses 47,341 47,148 193 91,604 104,522 (12,918) Loss from operations (47,337) (47,140) (197) (91,598) (104,507) 12,909 Interest income, net 2,184 3,276 (1,092) 4,378 7,138 (2,760) Other income, net 398 1,180 (782) 18,312 2,490 15,822 Total other income, net 2,582 4,456 (1,874) 22,690 9,628 13,062 Net loss $ (44,755) $ (42,684) $ (2,071) $ (68,908) $ (94,879) $ 25,971 Research and Development Expenses The following table summarizes the components of our research and development expenses for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change 2026 2025 Change Research activities, collaborations and outside services $ 18,976 $ 10,144 $ 8,832 $ 34,134 $ 21,894 $ 12,240 Personnel 11,993 13,556 (1,563) 24,071 33,171 (9,100) Facilities, technology and depreciation 8,555 11,157 (2,602) 17,923 23,239 (5,316) Total research and development expenses $ 39,524 $ 34,857 $ 4,667 $ 76,128 $ 78,304 $ (2,176) Research and development expenses were $39.5 million and $34.9 million for the three months ended June 30, 2026 and 2025, respectively. The $4.7 million increase was due primarily to a $8.8 million increase in research activities, collaborations and outside services due to increased clinical trial activity, partially offset by a $1.6 million decrease in personnel‑related expenses and a $2.6 million reduction in facilities, technology and depreciation expenses primarily due to lower headcount associated with the successful technology transfer of ronde-cel to LyFE in 2025 and reduced depreciation expenses. Research and development expenses were $76.1 million and $78.3 million for the six months ended June 30, 2026 and 2025, respectively. The $2.2 million decrease was due primarily to a decrease of $9.1 million in personnel expenses and $5.3 million in facilities, technology and depreciation costs primarily due to lower headcount associated with the successful technology transfer of ronde-cel to LyFE in 2025 and reduced depreciation expenses, partially offset by a $12.2 million increase in research activities, collaborations and outside services due primarily to increased clinical trials activity. General and Administrative Expenses General and administrative expenses were $9.6 million and $9.8 million for the three months ended June 30, 2026 and 2025, respectively. The $0.2 million decrease was primarily due to a decrease in professional and outside services expenses. General and administrative expenses were $19.1 million and $23.8 million for the six months ended June 30, 2026 and 2025, respectively. The $4.7 million decrease was primarily due to a $3.8 million reduction in personnel costs, 33 Table of Contents including a $1.9 million decrease in stock-based compensation expense, primarily due to decreased headcount from the successful technology transfer of ronde-cel in 2025, in addition to a decrease in professional and outside services expenses. Other Operating (Income) Loss, Net Other operating (income) loss, net was $(1.8) million and $1.1 million for the three months ended June 30, 2026 and 2025, respectively, and $(3.7) million and $0.9 million for the six months ended June 30, 2026 and 2025, respectively. The changes of $2.8 million and $4.6 million for the three and six months ended June 30, 2026, respectively, were primarily due to increased sublease income and reduced losses on disposals of property and equipment; we recognized $2.5 million and $3.8 million of such losses for the three and six months ended June 30, 2025, respectively, primarily in connection with the closure of the West Hills facility in 2025 following the technology transfer of ronde-cel. Impairment of Long-lived Assets Impairment of long-lived assets was $1.4 million for the three and six months ended June 30, 2025, consisting of the impairment of our West Hills, Los Angeles right‑of‑use lease asset resulting from the closure of the facility subsequent to the successful transition of the manufacturing of ronde‑cel to our LyFE Manufacturing Center TM . No impairment was recognized for the three and six months ended June 30, 2026. Interest Income, Net Interest income, net was $2.2 million and $3.3 million for the three months ended June 30, 2026 and 2025, respectively, and $4.4 million and $7.1 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in interest income, net for the three and six months ended June 30, 2026 was primarily driven by decreased interest rates in 2026 coupled with lower cash equivalent and marketable securities balances. Other Income, Net Other income, net was $0.4 million and $1.2 million for the three months ended June 30, 2026 and 2025, respectively. The decrease of $0.8 million was primarily due to a $0.9 million gain recognized in the prior year period from the change in fair value of our contingent consideration payable related to the ImmPACT acquisition that did not recur. Other income, net was approximately $18.3 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $15.8 million was primarily driven by a $17.6 million gain from the change in fair value of our SPA put/call, which was settled in the first quarter of 2026 upon the Milestone Closing, partially offset by a $2.1 million gain recognized in the prior year period from the change in fair value of our contingent consideration payable that did not recur. Liquidity and Capital Resources Sources of Liquidity Since our inception, we have funded our operations primarily through the sale and issuance of convertible preferred stock, business development activities and the sale of common stock in connection with our IPO, in a private placement financing and pursuant to an at-the-market offering program discussed below. As of June 30, 2026, we had $228.0 million in cash, cash equivalents and marketable securities excluding restricted cash. Since our inception, we have incurred significant operating losses. We have not yet commercialized any product candidates, and we do not expect to generate revenue from sales of any product candidates for a few years, if ever. We had an accumulated deficit of $1.7 billion as of June 30, 2026. From June 29, 2018 (inception) through June 30, 2026, we raised an aggregate of $1.5 billion in gross proceeds primarily from the sales of our convertible preferred stock, our IPO and private placements in July 2025 and March 2026 of our common stock pursuant to the SPA. In February 2024, we entered into a sales agreement (Sales Agreement) with TD Securities (USA) LLC (formerly known as Cowen and Company, LLC) (TD Cowen) as our sales agent with respect to an at-the-market offering program. In accordance with the terms of the Sales Agreement, we may offer and sell from time to time through TD Cowen shares of our common stock having an aggregate offering amount of up to $150.0 million (the Placement Shares). Sales of the Placement Shares are made at prevailing market prices on Nasdaq at the time of sale, or as otherwise agreed with the Agent, by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the Securities Act). We pay commissions to TD Cowen of up to 3% of the gross proceeds of the sale of the Placement Shares sold under the Sales Agreement and reimburse TD Cowen for certain expenses. Neither us nor TD Cowen is obligated to sell any shares. During the six months ended June 30, 2026, we sold 65,092 shares of our common stock under the Sales Agreement for net proceeds of approximately $1.7 million. No shares were sold during the three months ended June 30, 2026 or the three and six months ended June 30, 2025. 34 Table of Contents Securities Purchase Agreement On July 25, 2025, we issued 3,753,752 shares of common stock at a purchase price of $13.32 per share at an initial closing pursuant to the SPA for gross proceeds of approximately $50.0 million. On March 6, 2026, we issued 1,952,360 shares of common stock at a purchase price of $25.61 per share at a subsequent closing pursuant to the SPA for gross proceeds of approximately $50.0 million. Future Funding Requirements We expect to incur additional losses in the foreseeable future as we conduct and expand our research and development efforts, including conducting nonclinical studies and clinical trials, developing new product candidates, establishing, improving and maintaining internal manufacturing capabilities and funding our operations generally. Based on our current operating plan, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. However, we anticipate that we will need to raise additional capital in the future to fund our operations, including further development of our product candidates and the commercialization of any approved product candidates. In addition, we regularly consider fund‑raising opportunities and may decide, from time to time, to raise additional capital, including pursuant to the Sales Agreement, based on various factors, including market conditions and our plans of operation. We are subject to the risks typically related to the development of new products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Our future capital requirements will depend on many factors, including: • the scope, timing, progress, costs and results of discovery, nonclinical development and clinical trials for our current and future product candidates and any additional nonclinical studies; • the number of clinical trials required for regulatory approval of our current and future product candidates; • the costs, timing and outcome of regulatory review of any of our current and future product candidates; • the cost of manufacturing clinical and commercial supplies of our current and future product candidates, including increases in these costs as a result of tariffs; • the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval; • further investment to build additional manufacturing facilities or expand the capacity of our existing ones; • the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims; • our ability to maintain existing, and establish new, collaborations, licenses, product acquisitions or other strategic transactions and the fulfillment of our financial obligations under any such agreements, including the timing and amount of any success payment, future contingent payments, milestone, royalty or other payments due under any such agreement; • the revenue, if any, received from commercial sales of our product candidates for which we receive marketing approval; • expenses to attract, hire and retain skilled personnel; • the costs of operating as a public company, including legal, accounting and other related expenses as well as costs relating to maintaining or expanding our operational, financial and management systems; • addressing or responding to any potential disputes or litigation; • the extent to which we acquire or invest in businesses, products and technologies; and • integration of any new businesses, products and technologies, such as LYL273, into our business. Until such time as we complete nonclinical and clinical development and receive regulatory approval of our product candidates and can generate significant revenue from product sales, if ever, we expect to finance our operations from the sale of additional equity or debt financings, or other capital that comes in the form of strategic collaborations, licensing, or other arrangements. In the event that additional capital is required, we may not be able to raise it on terms acceptable to us, or at all. If we raise additional funds through the issuance of equity or convertible debt securities, including pursuant to the Sales Agreement, it may result in dilution to our existing stockholders. Debt financing or preferred equity financing, if available, may result in increased fixed payment obligations, and the existence of securities with rights that may be senior to those of our common stock. If we incur indebtedness, we could become subject to 35 Table of Contents covenants that may restrict our operations. If we raise funds through strategic collaboration, licensing or other arrangements, we may relinquish significant rights or grant licenses on terms that are not favorable to us. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from tariffs, actual or perceived changes in interest rates and economic inflation, and otherwise. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be adversely affected. Material Cash Requirements We continually evaluate our liquidity and capital resources to ensure that we can adequately and efficiently finance our operations. As of June 30, 2026, our material cash requirements consisted primarily of paying salaries and benefits, administering clinical trials, conducting research, improving our manufacturing capabilities, providing the technology and facilities necessary to support our operations, funding operating lease obligations and other payments related to our license and collaboration agreements and the acquisitions of ImmPACT and our LYL273 license. See Note 3, Asset Acquisitions and Contingent Consideration , Note 4, License, Collaboration and Success Payment Agreements , and Note 8, Leases , in the accompanying notes to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information. Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Six Months Ended June 30, 2026 2025 Net cash (used in) provided by: Operating activities $ (72,432) $ (89,196) Investing activities 32,994 82,113 Financing activities 52,244 184 Net increase (decrease) in cash, cash equivalents and restricted cash $ 12,806 $ (6,899) Operating Activities During the six months ended June 30, 2026, net cash used in operating activities was $72.4 million, reflecting our net loss of $68.9 million, in addition to non-cash items primarily related to the gain on the SPA put/call of $17.6 million and non-cash lease income of $2.3 million, partially offset by stock-based compensation expense of $8.8 million and depreciation and amortization expense of $4.6 million. Additionally, changes in net operating assets and liabilities of $5.3 million partially offset the net cash used in operating activities. During the six months ended June 30, 2025, net cash used in operating activities was $89.2 million, reflecting our net loss of $94.9 million, partially offset by $16.1 million of non-cash items primarily related to stock-based compensation expense of $11.0 million, depreciation and amortization expense of $6.6 million and losses on property and equipment disposals of $3.8 million, partially offset by net amortization and accretion on marketable securities of $2.9 million and the change in the fair value of our contingent consideration payable of $2.1 million. Additionally, net operating assets and liabilities decreased $10.4 million primarily driven by a $13.1 million decrease in accrued liabilities and other current liabilities, partially offset by a $4.8 million increase in prepaid expenses, other current assets and other assets, which also contributed to the net cash used in operating activities. Investing Activities During the six months ended June 30, 2026 and June 30, 2025, cash provided by investing activities was $33.0 million and $82.1 million, respectively, consisting primarily of net maturities and purchases of marketable securities. Financing Activities During the six months ended June 30, 2026, cash provided by financing activities was $52.2 million, consisting primarily of $50.0 million of proceeds from the issuance of common stock under the SPA and $1.7 million from our at-the-market equity financing. During the six months ended June 30, 2025, cash provided by financing activities was approximately $0.2 million, consisting of proceeds from the employee stock purchase plan. 36 Table of Contents Critical Accounting Policies and Estimates Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported revenue and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no material changes to our critical accounting policies and estimates as compared to those described in our 2025 Annual Report. Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business. Our primary risks include interest rate sensitivities. Interest Rate Risk We had cash equivalents of $60.9 million as of June 30, 2026, which consisted of money market funds and highly liquid investments purchased with original maturities of three months or less from the purchase date. We also had fixed income marketable securities of $155.0 million as of June 30, 2026. The primary objective of our investment activities is to preserve capital to fund our operations, and we currently do not hedge our interest rate risk exposure. Because our fixed income marketable securities are primarily short-term in duration, our exposure to interest rate risk is not significant, and a hypothetical 10% relative change in interest rates during any of the periods presented would not have had a material effect on our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We had no debt outstanding as of June 30, 2026. Foreign Currency Exchange Risk Substantially all of our employees and operations are currently located in the United States and our expenses are generally denominated in U.S. dollars. We have limited operations in Australia that are not material to our financial statements. We therefore are not currently exposed to significant market risk related to changes in foreign currency exchange rates. However, we have contracted with and may continue to contract with non-U.S. vendors who we may pay in their local currency. Our operations may be subject to fluctuations in foreign currency exchange rates in the future. To date, foreign currency transaction gains and losses have not been material to our unaudited condensed consolidated financial statements, and we have not had a formal hedging program with respect to foreign currency. A hypothetical 10% change in exchange rates during any of the periods presented would not have had a material effect on our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Management, with the participation and supervision of our Chief Executive Officer and our Chief Financial and Business Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act) as of June 30, 2026. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our C