0000950170-25-033510 | 10-K | XBRL Viewer

Employee Benefits (Details) - USD ($) $ in Millions		12 Months Ended
Employee Benefits (Details) - USD ($) $ in Millions	Jan. 01, 2009	Dec. 31, 2024	Dec. 31, 2023
Retirement Benefits [Abstract]
Minimum age of employees	21 years
Percentage of discretionary contributions description		The Company makes discretionary contributions to the 401(k) Plan equal to 100 percent of each employee’s pretax contributions up to 20 percent of the IRS Standard Limit.
Total Company's Contributions		$ 0.7	$ 1.9

Fair Value Measurements (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Financial assets:
Total assets measured at fair value on a recurring basis	$ 300,160	$ 309,558
Financial liabilities:
Total financial liabilities measured at fair value on a recurring basis	527	1,346
Stock price appreciation milestones
Financial liabilities:
Stock price appreciation milestones	527	1,346
Money market fund
Financial assets:
Money market fund	29,491	35,273
U.S. Treasury debt securities
Financial assets:
Estimated Fair Value	50,036	82,804
Non-U.S. government securities
Financial assets:
Estimated Fair Value	2,995	999
Municipal securities
Financial assets:
Estimated Fair Value	2,492	4,997
Corporate debt securities
Financial assets:
Estimated Fair Value	188,239	48,087
Commercial Paper
Financial assets:
Estimated Fair Value	26,907	137,398
Quoted prices in Active Market for Identical Assets (Level 1)
Financial assets:
Total assets measured at fair value on a recurring basis	79,527	118,077
Quoted prices in Active Market for Identical Assets (Level 1) \| Money market fund
Financial assets:
Money market fund	29,491	35,273
Quoted prices in Active Market for Identical Assets (Level 1) \| U.S. Treasury debt securities
Financial assets:
Estimated Fair Value	50,036	82,804
Significant Other Observable Inputs (Level 2)
Financial assets:
Total assets measured at fair value on a recurring basis	220,633	191,481
Significant Other Observable Inputs (Level 2) \| Non-U.S. government securities
Financial assets:
Estimated Fair Value	2,995	999
Significant Other Observable Inputs (Level 2) \| Municipal securities
Financial assets:
Estimated Fair Value	2,492	4,997
Significant Other Observable Inputs (Level 2) \| Corporate debt securities
Financial assets:
Estimated Fair Value	188,239	48,087
Significant Other Observable Inputs (Level 2) \| Commercial Paper
Financial assets:
Estimated Fair Value	26,907	137,398
Significant Unobservable Inputs (Level 3)
Financial assets:
Total assets measured at fair value on a recurring basis		0
Financial liabilities:
Total financial liabilities measured at fair value on a recurring basis	527	1,346
Significant Unobservable Inputs (Level 3) \| Stock price appreciation milestones
Financial liabilities:
Stock price appreciation milestones	$ 527	$ 1,346

Investments (Details 2) - USD ($) $ in Thousands	12 Months Ended
Investments (Details 2) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Money market fund \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 29,491	$ 35,273
Unrealized Losses	0	0
Unrealized Gains	0	0
Estimated Fair Value	$ 29,491	$ 35,273
U.S. Treasury debt securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 40,206	$ 82,811
Unrealized Losses	(6)	(34)
Unrealized Gains	91	27
Estimated Fair Value	$ 40,291	$ 82,804
U.S. Treasury debt securities \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	Greater than
Amortized Cost	$ 9,752
Unrealized Losses	(9)
Unrealized Gains	2
Estimated Fair Value	$ 9,745
Non-U.S. government securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 2,994	$ 999
Unrealized Losses	0	0
Unrealized Gains	1	0
Estimated Fair Value	$ 2,995	$ 999
Municipal securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 2,490	$ 5,000
Unrealized Losses	0	(3)
Unrealized Gains	2	0
Estimated Fair Value	$ 2,492	$ 4,997
Corporate debt securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 170,169	$ 47,144
Unrealized Losses	(70)	(51)
Unrealized Gains	228	14
Estimated Fair Value	$ 170,327	$ 47,107
Corporate debt securities \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	Greater than 1	Greater than 1
Amortized Cost	$ 17,887	$ 977
Unrealized Losses	(7)	0
Unrealized Gains	32	3
Estimated Fair Value	$ 17,912	$ 980
Commercial Paper \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 26,903	$ 137,339
Unrealized Losses	(10)	(62)
Unrealized Gains	14	121
Estimated Fair Value	26,907	137,398
Short-term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	272,253	308,566
Unrealized Losses	(86)	(150)
Unrealized Gains	336	162
Estimated Fair Value	272,503	308,578
Long-term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	27,639	977
Unrealized Losses	(16)	0
Unrealized Gains	34	3
Estimated Fair Value	$ 27,657	$ 980

Investments

12 Months Ended

Dec. 31, 2024

Investments [Abstract]

Investments

4. Investments

The Company invests portions of excess cash in United States treasuries, commercial paper, non-U.S. government securities, municipal securities, and corporate debt securities with maturities ranging from three to thirty-six months from the purchase date. These investments are accounted for as available-for-sale securities and are classified as short-term and long-term investments in the accompanying consolidated balance sheets based on each security’s contractual maturity date.

The following table summarizes the Company’s investments accounted for as available-for-sale securities as of December 31, 2024 and 2023 (in thousands):


	Maturity (in years)	Amortized Cost		Unrealized Losses			Unrealized Gains		Estimated Fair Value
December 31, 2024
Classified as current assets:
Money market fund	1 or less	$	29,491	$	—		$	—	$	29,491
U.S. Treasury debt securities	1 or less		40,206		(6	)		91		40,291
Non-US government securities	1 or less		2,994		—			1		2,995
Municipal securities	1 or less		2,490		—			2		2,492
Corporate debt securities	1 or less		170,169		(70	)		228		170,327
Commercial paper	1 or less		26,903		(10	)		14		26,907
Total short-term investments		$	272,253	$	(86	)	$	336	$	272,503
Classified as non-current assets:
U.S. Treasury debt securities	Greater than 1	$	9,752	$	(9	)	$	2	$	9,745
Corporate debt securities	Greater than 1		17,887		(7	)		32		17,912
Total long-term investments		$	27,639	$	(16	)	$	34	$	27,657

December 31, 2023
Classified as current assets:
Money market fund	1 or less	$	35,273	$	—		$	—	$	35,273
U.S. Treasury debt securities	1 or less		82,811		(34	)		27		82,804
Non-US government securities	1 or less		999		—			—		999
Municipal securities	1 or less		5,000		(3	)		—		4,997
Corporate debt securities	1 or less		47,144		(51	)		14		47,107
Commercial paper	1 or less		137,339		(62	)		121		137,398
Total short-term investments		$	308,566	$	(150	)	$	162	$	308,578
Classified as non-current assets:
Corporate debt securities	Greater than 1	$	977	$	—		$	3	$	980
Total long-term investments		$	977	$	—		$	3	$	980

As of December 31, 2024 and 2023, the Company had $2.1 million and $0.9 million, respectively, of accrued interest on investments recorded in prepaid expenses and other assets on the consolidated balance sheets.

The Company reviews its investment holdings at the end of each reporting period and evaluates any unrealized losses using the expected credit loss model to determine if the unrealized loss is a result of a credit loss or other factors. The Company also evaluates its investment holdings for impairment using a variety of factors including the Company’s intent to sell the underlying securities prior to maturity and whether it is more likely than not that the Company would be required to sell the securities before the recovery of their amortized basis. During the years ended December 31, 2024 and 2023, the Company did not recognize any impairment or realized gains or losses on sales of investments, and the Company did not record an allowance for, or recognize, any expected credit losses.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	250,000,000	250,000,000
Common stock, issued shares	113,928,279	98,627,076
Common stock, outstanding shares	113,928,279	98,627,076
Class A Convertible Preferred Shares
Preferred stock, issued shares	2,755,086	2,761,108
Preferred stock, outstanding shares	2,755,086	2,761,108

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (186,262)	$ (160,928)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense for the years ended December 31, 2024 and 2023 were as follows (in thousands):


	Years Ended December 31,
	2024		2023
Straight-line lease expense	$	12,737	$	13,159
Variable lease expense		3,733		2,250
Total operating lease expense	$	16,470	$	15,409

Schedule of Future Minimum Payments Under Non-cancelable Operating Leases

Future undiscounted minimum payments under the Company’s operating leases as of December 31, 2024 are as follows (in thousands):


	Operating Lease Payments
Years Ending December 31,
2025	$	14,361
2026		11,050
2027		11,382
2028		10,293
2029		10,602
Thereafter		75,976
Total undiscounted lease payments	$	133,664
Less: imputed interest		(48,399	)
Total lease liability	$	85,265

Segment Reporting

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

11. Segment Reporting

The Company has one reportable segment relating to its operations. The segment derives its current revenues from research and development collaborations.

The Company’s Chief Operating Decision Maker (the CODM), its Chief Executive Officer, manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by certain categories and makes decisions using this information.

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


	Years Ended December 31,
	2024			2023
Collaboration revenue	$	13,631		$	63,533
Less:
Personnel costs		43,684			63,454
Clinical programs		25,818			40,289
Research activities		14,692			18,768
Facilities costs		26,648			26,005
Other segment expenses (1)		113,065			105,528
Total operating expenses		223,907			254,044
Loss from operations		(210,276	)		(190,511	)
Other income (expense):
Interest income		17,288			17,186
Change in fair value of stock price appreciation milestones		819			2,515
Other income		5,907			9,882
Total other income		24,014			29,583
Net loss	$	(186,262	)	$	(160,928	)

(1) Other segment expenses include stock compensation expense, depreciation, legal fees, general & administrative expenses, and corporate expenses.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Convertible Preferred Stock and Stockholders' Equity - Stock option activity under all equity and stock option plans (Details) - Employee and Non Employee Stock Option $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Number of Options
Balance at the beginning of the period \| shares	9,850,841
Granted \| shares	4,210,625
Exercised \| shares	(45,438)
Cancelled \| shares	(3,293,354)
Balance at the end of the period \| shares	10,722,674
Options Vested and expected to vest at the end of the period \| shares	10,722,674
Options Exercisable at the end of the period \| shares	7,328,404
Weighted-Average Price
Balance at the beginning of the period \| $ / shares	$ 13.71
Granted \| $ / shares	6.46
Exercised \| $ / shares	6.57
Cancelled \| $ / shares	13.4
Balance at the end of the period \| $ / shares	10.99
Options Vested and expected to vest at the end of the period \| $ / shares	10.99
Options Exercisable at the end of the period \| $ / shares	$ 12.91
Weighted Average Remaining Contractual Term
Outstanding at the end of the period	5 years 9 months 29 days
Options Vested and expected to vest at the end of the period	5 years 9 months 29 days
Options Exercisable at the end of the period	4 years 10 months 28 days
Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 0
Options Vested and expected to vest at the end of the period \| $	0
Options Exercisable at the end of the period \| $	$ 0

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Accrued Expenses And Long Term Debt Disclosure [Abstract]

Schedule of accrued expenses

Current accrued expenses consist of the following (in thousands):


	December 31,
	2024		2023
Accrued payroll and other employee benefits	$	9,710	$	10,563
Accrued clinical trial related costs		5,279		8,833
Accrued other		6,359		8,118
Total current accrued expenses	$	21,348	$	27,514

Fair Value Measurements (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Changes in fair value of stock price appreciation milestones liability	$ (819)	$ (2,515)
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0
Fair Value Measurements Nonrecurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value on a recurring basis	0
Total financial liabilities measured at fair value on a recurring basis	$ 0

Subsequent Events (Details) $ in Millions	Jan. 30, 2025 USD ($)
Subsequent Event \| California Institute for Regenerative Medicine
Subsequent Event [Line Items]
Grant awarded	$ 4.0

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Reconciliation of the Company's expected federal income tax provision (benefit) to the actual income tax provision
Tax computed at federal statutory rate	$ (39,115)	$ (33,794)
State tax, net of federal tax benefit	(8,429)	(4,851)
Non-deductible compensation	35	25
Permanent differences	22	(2,305)
Stock compensation	8,560	12,801
R&D tax credits	(7,672)	(5,773)
Reserve for uncertain tax positions	8,612	4,254
Other	(135)	1,928
Valuation allowance	38,122	27,715
Income tax expense	0	0
Deferred tax assets:
Capitalized R&D expense	127,559	134,209
Net operating losses	147,019	112,810
R&D tax credits	63,126	55,492
Intangible asset amortization	8,692	9,220
Deferred revenue	1,147	144
Stock compensation	7,836	8,322
Lease liability	17,925	21,761
Other	788	672
Total deferred tax assets	374,092	342,630
Deferred tax liabilities:
Depreciation	(2,212)	(5,639)
Right-of-use assets	(9,796)	(13,029)
Total deferred tax liabilities	(12,008)	(18,668)
Net of deferred tax assets and liabilities	362,084	323,962
Valuation allowance	(362,084)	(323,962)
Net deferred tax assets	$ 0	$ 0

Leases (Details 2) $ in Thousands	Dec. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2025	$ 14,361
2026	11,050
2027	11,382
2028	10,293
2029	10,602
Thereafter	75,976
Total undiscounted lease payments	133,664
Less: imputed interest	(48,399)
Total lease liability	$ 85,265

Convertible Preferred Stock and Stockholders' Equity - Weighted average assumptions used in the Black-Scholes option pricing model (Details) - Employee and Non Employee Stock Option	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Weighted-average assumptions to determine fair value of stock options
Risk–free interest rate	3.90%	3.80%
Expected volatility	87.10%	89.30%
Expected term (in years)	6 years 4 months 24 days	6 years 6 months
Expected dividend yield	0.00%	0.00%

Collaboration and License Agreements

12 Months Ended

Dec. 31, 2024

Collaboration And License Agreements Disclosure [Abstract]

Collaboration and License Agreements

2. Collaboration and License Agreements

Ono Collaboration and Option Agreement

On September 14, 2018, the Company entered into a Collaboration and Option Agreement (the Ono Agreement) with Ono Pharmaceutical Co., Ltd. (Ono) for the joint development and commercialization of two off-the-shelf, iPSC-derived CAR T-cell product candidates (Candidate 1 and Candidate 2). Pursuant to the terms of the Ono Agreement, the Company received an upfront, non-refundable and non-creditable payment of $10.0 million. Additionally, the Company was entitled to receive funding for the conduct of research and preclinical development under a joint research plan, which fees were estimated to be $20.0 million in aggregate.

In December 2020, the Company entered into a letter agreement with Ono (the Ono Letter Agreement) pursuant to which Ono delivered proprietary antigen binding domains targeting an antigen expressed on certain solid tumors for incorporation into Candidate 2 and paid the Company a milestone fee of $10.0 million for further research and preclinical development of Candidate 2. In addition, Ono terminated all further research and preclinical development with respect to Candidate 1, and the Company retained all rights to research, develop and commercialize Candidate 1 throughout the world without any obligation to Ono.

In June 2022, the Company entered into an amendment with Ono to the Ono Agreement (the 2022 Ono Amendment). Pursuant to the 2022 Ono Amendment, the companies agreed to designate an additional antigen expressed on certain solid tumors for research and preclinical development, and Ono agreed to contribute proprietary antigen binding domains targeting such additional solid tumor antigen (Candidate 3). In addition, for both Candidate 2 and Candidate 3, Ono and the Company expanded the scope of the collaboration to include the research and preclinical development of iPSC-derived CAR NK cell product candidates (in addition to iPSC-derived CAR T-cell product candidates) targeting the designated solid tumor antigens. Similar to Candidate 2, the Company granted to Ono, during a specified period of time, a preclinical option (Candidate 3 Development Option) to obtain an exclusive license under certain intellectual property rights, subject to payment of an option exercise fee to the Company by Ono, to further develop and commercialize Candidate 3 in all territories of the world, where the Company retains rights to co-develop and co-commercialize Candidate 3 in the United States and Europe under a joint arrangement with Ono pursuant to which the Company is eligible to share at least 50% of the profits and losses. The Candidate 3 Development Option represents an option with no material right. Under the 2022 Ono Amendment, aggregate estimated research and preclinical development fees have been increased by approximately $9.3 million, for a total estimated $29.3 million in aggregate research and preclinical development fees over the course of the joint research plan.

In November 2022, Ono exercised its option to obtain a license to develop and commercialize Candidate 2 (the Candidate 2 Development Option). The Company exercised its option (the CDCC Option) to co-develop and co-commercialize Candidate 2 in the United States and Europe. As a result, the Company received an Option Exercise Payment (as defined under the Ono Agreement) of

$12.5 million. The Company and Ono are proceeding under a joint development plan for the ongoing development of Candidate 2. At the inception of the Ono Agreement, the Company determined the Candidate 2 Development Option represented an option with no material right that is distinct and separable from the ongoing development of Candidate 2 being performed by the parties. As such, the option exercise was treated as a separate contract with a single performance obligation of granting and delivering Ono a license to further develop and commercialize Candidate 2. The Company has completed its performance obligation with respect to the Candidate 2 Development Option and accordingly, recognized the Option Exercise Payment as revenue for the year ended December 31, 2022. The costs of this joint development plan are accounted for in accordance with ASC 808, and cost sharing payments to the Company from Ono are recorded net into research and development expenses. In addition, in connection with the ongoing joint development of Candidate 2, the Company is eligible to receive additional payments upon the achievement of certain clinical, regulatory, and commercial milestones (as further described below).

In November 2023, the Company entered into an amendment with Ono to the Ono Agreement (the 2023 Ono Amendment). Under the 2023 Ono Amendment, aggregate estimated research and preclinical development fees payable by Ono to the Company for Candidate 3 have been increased by approximately $1.4 million, for a total estimated $30.7 million in aggregate research and preclinical development fees over the course of the joint research plan.

In May 2024, following Ono’s exercise of the Candidate 2 Development Option and grant of the development and commercialization license, the Company achieved a $5.0 million clinical development milestone for Candidate 2 and the Company recognized such amount as revenue during the period.

In August 2024, the Company entered into an amendment with Ono to the Ono Agreement (the 2024 Ono Amendment and collectively with the 2023 Ono Amendment and 2022 Ono Amendment, the Ono Amendments). Under the 2024 Ono Amendment, aggregate estimated research and preclinical development fees payable by Ono to the Company for Candidate 3 have been increased by approximately $7.3 million, for a total estimated $38.0 million in aggregate research and preclinical development fees over the course of the joint research plan. The Company will continue to receive committed funding under the joint research plan from Ono through June 2025. The Candidate 3 Development Option expires upon the earlier of: (a) June 30, 2025 or (b) the achievement of the pre-defined preclinical milestone under the joint research plan for Candidate 3. Subject to payment of an extension fee by Ono, Ono may choose to defer its decision to exercise the Candidate 3 Development Option until no later than June 2026.

Under the terms of the Ono Agreement (as amended by the Ono Amendments), for Candidate 2 and for Candidate 3 (subject to exercise by Ono of its Candidate 3 Development Option), the Company is eligible to receive additional payments upon the achievement of certain clinical, regulatory and commercial milestones (the Ono Milestones) with respect to each Candidate in an amount up to $843.0 million in aggregate, with the applicable milestone payments for the United States and Europe subject to reduction by 50% if the Company elects to co-develop and co-commercialize the Candidate in the United States and Europe as described above. In addition, in those territories where Ono has exclusive rights of commercialization, the Company is eligible to receive tiered royalties (Royalties) ranging from the mid-single digits to the low-double digits based on annual net sales by Ono for each Candidate in such territories, with the Royalties subject to certain reductions.

The Ono Agreement will terminate with respect to a Candidate if Ono does not exercise its development option for a candidate within the option period, or in its entirety if Ono does not exercise any of its development options for the candidates within their respective option periods. In addition, either party may terminate the Ono Agreement in the event of breach, insolvency or patent challenges by the other party; provided, that Ono may terminate the Ono Agreement in its sole discretion (x) on a Candidate-by-Candidate basis at any time after the second anniversary of the effective date of the Ono Agreement or (y) on a Candidate-by-Candidate or country-by-country basis at any time after the expiration of the development option period, subject to certain limitations. The Ono Agreement will expire on a Candidate-by-Candidate and country-by-country basis upon the expiration of the applicable royalty term, or in its entirety upon the expiration of all applicable payment obligations under the agreement.

The Company determined that the Ono Agreement, Ono Letter Agreement, and Ono Amendments (collectively, the Ono Arrangement) were within the scope of ASC 808 and applicable to such guidance. The Company concluded that certain units of account, specifically the grant of a research license to certain intellectual property and the performance of research and preclinical development, within the Ono Arrangement represented a customer relationship and applied relevant guidance from ASC 606 to evaluate the appropriate accounting for those units of account. In accordance with this guidance, the Company identified its promised goods and services, including its grant of a research license to Ono to certain of its intellectual property subject to certain conditions, its conduct of research and preclinical development services, and its participation in a joint steering committee. The Company determined that its grant of a research license to Ono to certain of its intellectual property was not distinct from its conduct of research and preclinical development services and participation in a joint steering committee. Accordingly, the Company determined that the research license, the research and preclinical development services, and the participation in a joint steering committee during the development option period, should be accounted for as one combined performance obligation, and that the combined performance obligation is transferred over the expected term of the conduct of the research and preclinical development services. The Company also determined that, subject to the guidance of ASC 606, the license to develop and commercialize Candidate 2 upon exercise of the Candidate 2 Development Option was distinct and separable from the development and commercialization activities, which are accounted for under ASC 808. The termination of the Ono Agreement with respect to Candidate 1 did not impact this assessment.

In accordance with ASC 606, the Company determined that the initial transaction price for research and preclinical development under the Ono Arrangement equaled $48.0 million, consisting of the upfront, non-refundable and non-creditable payment of $10.0 million and the aggregate estimated research and preclinical development fees of $38.0 million. The Company also concluded that the milestone fee of $10.0 million paid by Ono to the Company for further research and preclinical development of Candidate 2 represented a variable consideration that was previously constrained. Both the upfront payment of $10.0 million and the Candidate 2 milestone fee of $10.0 million were recorded as deferred revenue and were recognized as revenue over time in conjunction with the Company’s conduct of research and preclinical development services based on actual costs incurred as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research and preclinical development services. The Company recorded the $5.0 million prepayment of the first-year research and preclinical development fees as deferred revenue, and such fees were recognized as revenue as the research and preclinical development services were delivered.

The Company recognized revenue of $13.6 million and $11.2 million under the Ono Arrangement during the years ended December 31, 2024 and 2023, respectively. Such revenue consisted of $8.6 million associated with research and preclinical development services, and $5.0 million associated with the achievement of a clinical development milestone for the year ended December 31, 2024. During the year ended December 31, 2023, such revenue comprised $11.2 million associated with research and preclinical development services.

The Company recognized contra-research and development expense of $5.1 million associated with the joint development of Candidate 2 under the Ono Arrangement for the year ended December 31, 2024. During the year ended December 31, 2023, the Company recognized contra-research and development expense of $8.0 million.

As a direct result of the Company’s entry into the Ono Arrangement, the Company incurred an aggregate of $9.0 million in sublicense consideration to existing licensors. The Company recognized $1.2 million of such expense during the year ended December 31, 2024. The Company recognized no such expense during the year ended December 31, 2023.

Janssen Collaboration and Option Agreement

On April 2, 2020 (the Janssen Agreement Effective Date), the Company entered into a Collaboration and Option Agreement (the Janssen Agreement) with Janssen Biotech, Inc. (Janssen), part of the Janssen Pharmaceutical Companies of Johnson & Johnson. Additionally, on the Janssen Agreement Effective Date, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with Johnson & Johnson Innovation - JJDC, Inc. (JJDC). On January 3, 2023, the Company received notice of termination from Janssen of the Janssen Agreement. The termination took effect on April 3, 2023, and during the three months ended March 31, 2023, the Company performed wind-down activities including discontinuing development of all collaboration product candidates under the Janssen Agreement. The Company was reimbursed for all wind-down activities.

Under the terms of the Janssen Agreement and the Stock Purchase Agreement taken together, the Company received $100.0 million, of which $50.0 million was an upfront cash payment and $50.0 million was in the form of an equity investment by JJDC. The Company determined the common stock purchase by JJDC represented a premium of $9.93 per share, or $16.0 million in aggregate (the Equity Premium), and the remaining $34.0 million was recorded as issuance of common stock in shareholders’ equity. In addition, under the Stock Purchase Agreement, the Company exercised the right to require JJDC to purchase an aggregate of $50.0 million in shares in a private placement at the same price per share as paid by investors in a public offering. In June 2020, JJDC purchased 1.8 million shares of the Company’s common stock at a price of $28.31 per share. Additionally, the Company received full funding for the conduct of all research, preclinical development and Investigational New Drug Application (IND)-enabling activities performed by the Company under the Janssen Agreement.

The Company recognized revenue of $52.3 million under the Janssen Agreement for the year ended December 31, 2023, of which $41.2 million was deferred as of December 31, 2022. Such revenue consisted of $11.1 million associated with research and development services, $31.2 million associated with the upfront fee and Equity Premium, and $10.0 million associated with a commercial option exercise.

In connection with the Janssen Agreement, the Company incurred $17.1 million in sublicense fees to certain of its existing licensors. The $17.1 million in sublicense consideration represents an asset under ASC 340, and was amortized to research and development expense ratably with the Company’s revenue recognition under the Janssen Agreement. During the year ended December 31, 2023, the Company recognized $7.2 million of such expense. As of December 31, 2024, there was no remaining balance on the Janssen Agreement.

Memorial Sloan Kettering Cancer Center License Agreement

On May 15, 2018, the Company entered into an Amended and Restated Exclusive License Agreement (the Amended MSKCC License) with MSKCC. The Amended MSKCC License amends and restates the Exclusive License Agreement entered into between the Company and MSKCC on August 19, 2016 (the Original MSKCC License), pursuant to which the Company entered into an exclusive license agreement with MSKCC for rights relating to compositions and methods covering iPSC-derived cellular immunotherapy, including T-cells and NK-cells derived from iPSCs engineered with CARs.

Pursuant to the Amended MSKCC License, MSKCC granted to the Company additional licenses to certain patents and patent applications relating to new CAR constructs and off-the-shelf CAR T-cells, including the use of clustered regularly interspaced short palindromic repeat (CRISPR) and other innovative technologies for their production, in each case to research, develop, and commercialize licensed products in the field of all human therapeutic uses worldwide. The Company has the right to grant sublicenses to certain licensed rights in accordance with the terms of the Amended MSKCC License, in which case it is obligated to pay MSKCC a percentage of certain sublicense income received by the Company.

The Company is obligated to pay to MSKCC an annual license maintenance fee during the term of the agreement, and milestone payments upon the achievement of specified clinical, regulatory and commercial milestones for licensed products as well as royalty payments on net sales of licensed products.

In the event a licensed product achieves a specified clinical milestone, MSKCC is then eligible to receive certain milestone payments totaling up to $75.0 million based on the price of the Company’s common stock, where the amount of such payments owed to MSKCC is contingent upon certain increases in the price of the Company’s common stock following the date of achievement of such clinical milestone. These payments are based on common stock price multiples, with the numerator being the fair value of the ten-trading day trailing average closing price of the Company’s common stock and the denominator being the ten-trading day trailing average closing price of the Company’s common stock as of the effective date of the Amended MSKCC License, adjusted for any stock splits, cash dividends, stock dividends, other distributions, combinations, recapitalizations, or similar events. Under the terms of the Amended MSKCC License, upon a change of control of the Company, in certain circumstances, the Company may be required to pay a portion of these payments to MSKCC based on the price of the Company’s common stock in connection with such change of control.

The following table summarizes the common stock multiples and the stock price appreciation milestone payments under the terms of the agreement:


Common stock multiple	5.0x		10.0x		15.0x
Ten-trading day trailing average common stock price	$	50.18	$	100.36	$	150.54
Stock price appreciation milestone payment (in millions)	$	20.0	$	30.0	$	25.0

In July 2021, the Company achieved the specified clinical milestone for a licensed product under the Amended MSKCC License and the Company’s ten-trading day trailing average common stock price exceeded the first, pre-specified threshold. As a result, the Company remitted the first milestone payment of $20.0 million to MSKCC during the year ended December 31, 2021.

To determine the estimated fair value of the remaining stock price appreciation milestones, the Company uses a Monte Carlo simulation methodology which models future Company common stock prices based on the current stock price and several key variables. The following variables were incorporated in the calculation of the estimated fair value of the stock price appreciation milestones as of December 31, 2024:


	Year Ended December 31,			Year Ended December 31,
	2024			2023
Risk-free interest rate		4.8	%		4.0	%
Expected volatility		85.3	%		84.0	%
Estimated term (in years)		14.0			15.0
Closing stock price as of measurement date	$	1.65		$	3.74

The key inputs to the Monte Carlo simulation to determine the fair value of the stock price appreciation milestones include the Company’s stock price as of the measurement date; the estimated term which is based in part on the last valid patent claim date; the expected volatility of the Company’s common stock, estimated using the Company’s historical common stock volatility as of the remeasurement date; and the risk-free rate based on the U.S. Treasury yield for the estimated term determined. Fair value measurements are highly sensitive to changes in these inputs and significant changes could result in a significantly higher or lower fair value and resulting expense or gain.

At each balance sheet date, the Company remeasures the fair value of the stock price appreciation milestones, with changes in fair value recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. Amounts are included in current or non-current liabilities based on the estimated timeline associated with the individual potential payments. During the years ended December 31, 2024 and 2023, the Company recorded $0.8 million and $2.5 million of income, respectively, associated with the change in fair value of the stock price appreciation milestones. As of December 31, 2024 and 2023, the Company recorded a liability of $0.5 million and $1.3 million, respectively, associated with the stock price appreciation milestones for the Amended MSKCC License.

Income Taxes (Details 2) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 362,084	$ 323,962
U.S. Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 689,200
Net operating loss carryforward expiration year	2027
California
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 644,200
Net operating loss carryforward expiration year	2028

Employee Benefits

12 Months Ended

Dec. 31, 2024

Retirement Benefits [Abstract]

Employee Benefits

12. Employee Benefits

Effective January 1, 2009, the Company adopted a defined contribution 401(k) plan for employees who are at least 21 years of age. Employees are eligible to participate in the plan beginning on the first day of the calendar quarter following date of hire. Under the terms of the plan, employees may make voluntary contributions as a percent of compensation. The Company makes discretionary contributions to the 401(k) Plan equal to 100 percent of each employee’s pretax contributions up to 20 percent of the IRS Standard Limit. The Company’s total contributions to the 401(k) Plan were $0.7 million and $1.9 million for the years ended December 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating activities:
Net loss	$ (186,262)	$ (160,928)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	18,962	18,282
Stock-based compensation	41,496	43,459
Accretion and amortization of premiums and discounts on investments, net	(9,080)	(11,398)
Amortization of collaboration contract asset	0	7,196
Deferred revenue	(892)	(41,541)
Changes in fair value of stock price appreciation milestones	(819)	(2,515)
Impairment of long-lived assets	14,737	0
Loss on disposal of property and equipment	942	0
Grant income from FT516 CIRM award	0	(4,000)
Changes in assets and liabilities:
Accounts receivable	(1,113)	36,654
Prepaid expenses and other assets	5,237	12,876
Accounts payable and accrued expenses	(1,661)	(28,940)
Right-of-use assets and lease liabilities, net	(4,421)	(1,408)
Net cash used in operating activities	(122,874)	(132,263)
Investing activities
Purchases of property and equipment	(730)	(6,153)
Purchases of investments	(317,750)	(358,810)
Maturities of investments	330,698	477,628
Net cash provided by investing activities	12,218	112,665
Financing activities
Issuance of common stock from equity incentive plans, net of issuance costs	295	85
Proceeds from public offering of common stock, net of issuance costs	74,531	0
Proceeds from issuance of pre-funded warrants, net of issuance costs	19,996	0
Proceeds from FT819 CIRM award	5,070	0
Net cash provided by financing activities	99,892	85
Net change in cash, cash equivalents and restricted cash	(10,764)	(19,513)
Cash, cash equivalents and restricted cash at beginning of the year	57,047	76,560
Cash, cash equivalents and restricted cash at end of the year	46,283	57,047
Supplemental schedule of noncash investing and financing activities
Purchases of property and equipment in accounts payable	$ 140	$ 0

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows as of December 31, 2024 and 2023 (in thousands):


	Years Ended December 31,
	2024		2023
Cash and cash equivalents	$	36,056	$	41,870
Restricted cash		10,227		15,177
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	46,283	$	57,047

Schedule of Basic and Diluted Net Loss per Share Attributable to Stockholders

Basic and diluted net loss per share attributable to stockholders for the years ended December 31, 2024 and 2023 are calculated as follows (in thousands, except share and per share data):


	For the Years Ended December 31,
	2024			2023
Numerator:
Net loss	$	(186,262	)	$	(160,928	)
Denominator:
Shares used to compute net loss per share, basic and diluted
Weighted-average common shares outstanding		110,596,272			98,153,852
Weighted-average pre-funded warrants		3,088,905			257,310
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		113,685,177			98,411,162
Net loss per share, basic and diluted
Basic and diluted	$	(1.64	)	$	(1.64	)

Schedule of Anti-Dilutive Securities not Included in Calculation of Diluted Net Loss Per Common Share

Potentially dilutive securities that are not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalent shares):


	As of December 31,
	2024		2023
Common stock options		10,722,674		9,850,841
Restricted stock units		6,214,064		3,065,087
Series A convertible preferred stock (if converted)		13,775,430		13,805,540
Total		30,712,168		26,721,468

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Gain (Loss)	Accumulated Deficit	Convertible Preferred Stock Preferred Stock
Balance at Dec. 31, 2022	$ 483,939	$ 97	$ 1,536,497	$ (1,854)	$ (1,050,804)	$ 3
Balance (in shares) at Dec. 31, 2022		97,294,917				2,794,549
Exercise of stock options, net of issuance costs	76		76
Exercise of stock options, net of issuance costs (in shares)		93,787
Issuance of common stock upon vesting of restricted stock units	1	$ 1
Issuance of common stock upon vesting of restricted stock units (in shares)		1,071,167
Conversion of preferred shares to common stock	1	$ 1
Conversion of preferred shares to common stock (in shares)		167,205				(33,441)
Stock–based compensation	43,459		43,459
Unrealized loss on investments, net	1,869			1,869
Net Income (Loss)	(160,928)				(160,928)
Balance at Dec. 31, 2023	368,417	$ 99	1,580,032	15	(1,211,732)	$ 3
Balance (in shares) at Dec. 31, 2023		98,627,076				2,761,108
Exercise of stock options, net of issuance costs	295		295
Exercise of stock options, net of issuance costs (in shares)		45,438
Issuance of common stock upon vesting of restricted stock units (in shares)		680,201
Conversion of preferred shares to common stock (in shares)		30,110				(6,022)
Stock–based compensation	41,496		41,496
Unrealized loss on investments, net	253			253
Public offering of common stock and issuance of pre-funded warrants, net of offering costs	74,531	$ 15	74,516
Public offering of common stock and issuance of pre-funded warrants, net of offering costs (in shares)		14,545,454
Private placement of pre-funded warrants	19,996		19,996
Net Income (Loss)	(186,262)				(186,262)
Balance at Dec. 31, 2024	$ 318,726	$ 114	$ 1,716,335	$ 268	$ (1,397,994)	$ 3
Balance (in shares) at Dec. 31, 2024		113,928,279				2,755,086

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

8. Leases

The Company has lease agreements for office, laboratory and manufacturing spaces that are classified as operating leases on the consolidated balance sheets. These leases have terms varying from one to approximately sixteen years, with renewal options of up to ten years, as well as early termination options. Extension and termination options are included in the total lease term when the Company is reasonably certain to exercise them. The leases are subject to additional variable charges, including common area

maintenance, property taxes, property insurance and other variable costs. Given the variable nature of such costs, they are recognized as expense as incurred. Additionally, some of the Company’s leases are subject to certain fixed fees which the Company has determined to be non-lease components. The Company has elected to combine and account for lease and non-lease components as a single-lease component for purposes of determining the total future lease payments.

In October 2024, the Company exercised its right of early termination for its Torrey Pines operating lease, which consists of 72,000 square feet of office, laboratory, and Good Manufacturing Practice (GMP) space. In connection with such exercise, the Company paid $2.5 million to its landlord. Termination of the lease, which previously extended through December 31, 2028, will now take effect on October 31, 2025. The Company accounted for this transaction as a modification to the lease agreement, which reduced the ROU asset and corresponding lease liability balances as of December 31, 2024 in connection with such transaction.

As of December 31, 2024, future undiscounted minimum contractual payments under the Company’s operating leases were $133.7 million, which will be paid over a remaining weighted-average lease term of 10.6 years. The weighted-average discount rate for the operating lease liabilities was 8.4%, which was the Company’s incremental borrowing rate at lease commencement, as the discount rates implicit in the leases could not be readily determined.

The components of lease expense for the years ended December 31, 2024 and 2023 were as follows (in thousands):


	Years Ended December 31,
	2024		2023
Straight-line lease expense	$	12,737	$	13,159
Variable lease expense		3,733		2,250
Total operating lease expense	$	16,470	$	15,409

Future undiscounted minimum payments under the Company’s operating leases as of December 31, 2024 are as follows (in thousands):


	Operating Lease Payments
Years Ending December 31,
2025	$	14,361
2026		11,050
2027		11,382
2028		10,293
2029		10,602
Thereafter		75,976
Total undiscounted lease payments	$	133,664
Less: imputed interest		(48,399	)
Total lease liability	$	85,265

As described in Note 1 above, the Company incurred a $1.3 million impairment charge against its right-of-use asset during the year ended December 31, 2024. The Company applied a discounted cash flow method to estimate the fair value of the right-of-use asset, which represents Level 3 non-recurring fair value measurements. The estimated fair value of the was determined by discounting the estimated rental rates using market participant assumptions. The Company’s estimates and assumptions used to determine the estimated fair value of the asset group is subject to risks, uncertainties, and changes in circumstances that may result in adjustments and material changes to the estimated fair values in future periods.

Convertible Preferred Stock and Stockholders' Equity - Restricted stock unit activity under all equity and stock option plans (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Number of Restricted Stock Units
Balance at the beginning of the period \| shares	3,065,087
Granted \| shares	4,451,874
Vested \| shares	(680,201)
Cancelled \| shares	(622,696)
Balance at the end of the period \| shares	6,214,064
Expected to vest at the end of the period \| shares	5,151,457
Weighted-Average Grant Date Fair Value per Share
Balance at the beginning of the period \| $ / shares	$ 37.96
Granted \| $ / shares	5.69
Vested \| $ / shares	33.68
Cancelled \| $ / shares	35.78
Balance at the end of the period \| $ / shares	15.5
Expected to vest at the end of the period \| $ / shares	$ 9.78
Weighted Average Remaining Vesting Period
Outstanding at the end of the period	2 years 3 days
Expected to vest at the end of the period	1 year 11 months 1 day
Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 10,253
Restricted stock units expected to vest at December 31, 2024 \| $	$ 8,500

Income Taxes (Details 3) $ in Millions	12 Months Ended
Income Taxes (Details 3) $ in Millions	Dec. 31, 2024 USD ($)
Tax Credit Carryforward [Line Items]
Cumulative changes in ownership percentage	50.00%
Period of change in ownership	3 years
Californian
Tax Credit Carryforward [Line Items]
Income tax examination, year under examination	2020
U.S. Federal
Tax Credit Carryforward [Line Items]
Income tax examination, year under examination	2021
U.S. Federal \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 45.6
Tax credit carryforward expiration year	2035
California
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 37.8

California Institute For Regenerative Medicine Award (Details) - California Institute for Regenerative Medicine - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2024	Dec. 31, 2024	Apr. 30, 2018
FT516
Award from California institute for regenerative medicine
Award for first-in-human clinical trial			$ 4,000
FT Eight One Nine [Member]
Award from California institute for regenerative medicine
Grant Award	$ 7,900
First Disbursement Amount Under The Award		$ 5,100
First Disbursement Amount Under The Award Payable For Next Twelve Months		$ 0

Segment Reporting (Additional Information) (Details)	12 Months Ended
Segment Reporting (Additional Information) (Details)	Dec. 31, 2024 Segment
Segment Reporting [Abstract]
Number of operating segments	1
Expense information used by CODM, Description	The Company’s Chief Operating Decision Maker (the CODM), its Chief Executive Officer, manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by certain categories and makes decisions using this information.

Investments (Details) - USD ($)	12 Months Ended
Investments (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, impairment			$ 0	$ 0	$ 0
Available-for-sale securities, realized gains (losses) on sales	$ 0	$ 0
Available-for-sale securities, recognition of expected credit losses	0	0
Prepaid Expenses And Other Assets
Schedule Of Available For Sale Securities [Line Items]
Accured Interest on investments	$ 2,100,000	$ 900,000
Treasuries, Commercial paper. Non US government securities and Corporate Debt Securities
Schedule Of Available For Sale Securities [Line Items]
Short term investments, maturity start range	3 months
Short term investments, maturity end range	36 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2024	Feb. 25, 2025	Jun. 30, 2024
Cover [Abstract]
Entity Registrant Name	FATE THERAPEUTICS, INC.
Entity Central Index Key	0001434316
Document Type	10-K
Document Period End Date	Dec. 31, 2024
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Trading Symbol	FATE
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction Flag	false
Entity Public Float			$ 369,000,000
Entity Common Stock, Shares Outstanding		114,597,425
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Tax Identification Number	65-1311552
Entity File Number	001-36076
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12278 Scripps Summit Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92131
City Area Code	858
Local Phone Number	875-1800
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission, or SEC, on or before the date 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2024 pursuant to Regulation 14A, in connection with the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report on Form 10-K.
Auditor Name	Ernst & Young, LLP
Auditor Location	San Diego, CA
Auditor Firm ID	42
Auditor Opinion	We have audited the accompanying consolidated balance sheets of Fate Therapeutics, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates

The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to its stock appreciation milestone obligations, contracts containing leases, and accrued expenses. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, stock price appreciation milestones, accounts payable, and accrued liabilities. The carrying amounts of accounts receivable, accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the relatively short-term nature of those instruments.

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three- tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.


	Years Ended December 31,
	2024		2023
Cash and cash equivalents	$	36,056	$	41,870
Restricted cash		10,227		15,177
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	46,283	$	57,047

For the years ended December 31, 2024 and 2023, the restricted cash balance includes cash-collateralized irrevocable standby letters of credit for $10.2 million and $15.2 million, respectively, associated with the Company’s facilities leases.

Investments

Investments are accounted for as available-for-sale securities and are carried at fair value on the consolidated balance sheets. Upon initial recognition of the investment and at each reporting period, the Company evaluates whether any unrealized losses on investments are attributable to a credit loss or other factors. Any unrealized losses attributable to credit loss are recorded through an allowance for credit losses, limited to the amount by which the fair value is below amortized cost, with the offsetting amount recorded in other income or expense in the consolidated statement of operations and comprehensive loss. Unrealized losses not attributable to an expected credit loss and unrealized gains on investments are recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Realized gains and losses, if any, on investments classified as available-for-sale securities are included in other income or expense.

The amortized cost of investments classified as available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to a significant concentration of credit risk, consist primarily of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits and investments are held.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally two to five years) and generally consist of furniture and fixtures, computers, scientific and office equipment, and in-process costs related to facilities construction. Repairs and maintenance costs are charged to expense as incurred.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The long-lived asset evaluation is performed at the asset group level (i.e., the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities). Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from their use and eventual disposition. If the carrying amount is not recoverable, the carrying amount of such assets is reduced to fair value. During 2024, the Company identified an indicator of impairment of its long-lived assets due to a sustained decline in the trading price of the Company’s common stock over the preceding year, resulting in the Company’s market capitalization being below its net asset value. The Company utilized observed market lease rates for comparable properties to estimate the fair value of the right-of-use asset and leasehold improvements. The Company utilized trend factors applied to historical costs, estimates of economic depreciation, normal useful lives, and benchmark values for orderly liquidations of the assets in secondary markets to estimate the fair value of the property and equipment. As a result of its fair value analysis, the Company recorded a $13.4 million impairment charge on its property

and equipment and a $1.3 million impairment charge on its right-of-use asset in the statement of operations during the year ended December 31, 2024. No impairment was recorded during the year ended December 31, 2023.

Leases

The Company determines if a contract contains a lease at the inception of the contract. The Company currently has leases related to its facilities leased for office and laboratory space, which are classified as operating leases. These leases result in operating right-of-use (ROU) assets, current operating lease liabilities, and non-current operating lease liabilities in the Company’s consolidated balance sheets. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and ROU assets and lease obligations are not recognized. Payments associated with short-term leases are expensed on a straight-line basis over the lease term.

Lease liabilities represent an obligation to make lease payments arising from the lease and ROU assets represent the right to use the underlying asset identified in the lease for the lease term. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable. For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured as the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component.

Collaborative Arrangements

The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and its collaboration partner are within the scope of other accounting literature, including ASC Topic 606, Revenue from Contracts with Customers (ASC 606). If it is concluded that some or all aspects of the arrangement represent a transaction with a customer, the Company will account for those aspects of the arrangement within the scope of ASC 606.

ASC 808 provides guidance for the presentation and disclosure of transactions in collaborative arrangements, but it does not provide recognition or measurement guidance. Therefore, if the Company concludes a counterparty to a transaction is not a customer or otherwise not within the scope of ASC 606, the Company considers the guidance in other accounting literature as applicable or by analogy to account for such transaction. The classification of transactions under the Company’s arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants.

Revenue Recognition

The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606.

For arrangements attributable to ASC 606, the Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service.

Stock Price Appreciation Milestones

The Company estimates the fair value of the stock price appreciation milestones associated with the Amended and Restated Exclusive License Agreement with Memorial Sloan Kettering Cancer Center (MSKCC) using a Monte Carlo simulation model, which relies on the Company’s current stock price as well as significant estimates and assumptions to determine the estimated liability associated with the contingent milestone payments. The Company accounts for the fair value of the stock price appreciation

milestones in accordance with ASC 815, Derivatives and Hedging, with fair value marked to market at each reporting date. The assumptions used to calculate the fair value of the stock price appreciation milestones are subject to a significant amount of judgment including the probability of achieving a specified clinical milestone, the expected volatility of the Company’s common stock, the risk-free interest rate, and the estimated term, which is based in part on the last valid patent claim date. The Company remeasures the fair value of the stock price appreciation milestones at each balance sheet date, with changes in fair value recorded in earnings as non-operating income or expense on the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

Stock-based compensation expense represents the cost of the grant date fair value of employee stock option and restricted stock unit grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. Performance-based stock units/awards represent a right to receive a certain number of shares of the Company’s common stock based on the achievement of corporate performance goals and continued employment during the vesting period. At each reporting period, and to the extent achievement of one or any of the performance conditions is probable, the Company reassesses the probability of the achievement of such corporate performance goals and any increase or decrease in share-based compensation expense resulting from an adjustment in the estimated shares to be released is treated as a cumulative catch-up in the period of adjustment. For stock awards for which vesting is subject to both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants for which vesting is subject to both performance-based milestones and market conditions, which are valued using a lattice-based model. The fair value of restricted stock units, including performance-based restricted stock units, is based on the closing price of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant. The Company recognizes forfeitures for all awards as such forfeitures occur.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more- likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Employee Retention credit

Employee Retention Credit

The CARES Act provides an employee retention credit (ERC), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualifies for the tax credit under the CARES Act and expects to continue to receive additional tax credits under the additional relief provisions for qualified wages through December 31, 2021. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when received and include in other income in the statement of operations. The Company received a cash

payment and recorded $5.1 million of other income during the year ended December 31, 2023. No such amount was received or recorded during the year ended December 31, 2024.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non‑owner sources. Other comprehensive loss includes unrealized gains and losses on available-for-sale securities.

Net Loss Per Common Share

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. The Pre-Funded Warrants associated with the January 2021 public equity offering and the private placement concurrent with the March 2024 public equity offering (see Note 9) are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price. Dilutive common stock equivalents comprise convertible preferred stock, warrants for the purchase of common stock, and common stock options and restricted stock units outstanding under the Company’s stock option plans. For all periods presented, there is no difference in the number of common shares used to calculate basic and diluted common shares outstanding due to the Company’s net loss position.

Basic and diluted net loss per share attributable to stockholders for the years ended December 31, 2024 and 2023 are calculated as follows (in thousands, except share and per share data):


	For the Years Ended December 31,
	2024			2023
Numerator:
Net loss	$	(186,262	)	$	(160,928	)
Denominator:
Shares used to compute net loss per share, basic and diluted
Weighted-average common shares outstanding		110,596,272			98,153,852
Weighted-average pre-funded warrants		3,088,905			257,310
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		113,685,177			98,411,162
Net loss per share, basic and diluted
Basic and diluted	$	(1.64	)	$	(1.64	)


	As of December 31,
	2024		2023
Common stock options		10,722,674		9,850,841
Restricted stock units		6,214,064		3,065,087
Series A convertible preferred stock (if converted)		13,775,430		13,805,540
Total		30,712,168		26,721,468

Going Concern Assessment

Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern for a period of at least twelve months from the date of issuance of these financial statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, which requires public entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280, Segment Reporting. The ASU does not change how a public

entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted ASU No. 2023-07 during the year ended December 31, 2024 and have included required disclosures in Note 11.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This new standard will be effective for the annual periods beginning the year ended December 31, 2025. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income- Expense Disaggregation Disclosures, which requires detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. 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 this guidance to determine the impact it may have on its consolidated financial statements disclosures.

Organization and Summary of Significant Accounting Policies (Details 4) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Net loss per share, basic and diluted
Anti-dilutive securities (in shares)	30,712,168	26,721,468
Common Stock Options
Net loss per share, basic and diluted
Anti-dilutive securities (in shares)	10,722,674	9,850,841
Restricted Stock Units (RSUs)
Net loss per share, basic and diluted
Anti-dilutive securities (in shares)	6,214,064	3,065,087
Series A Convertible Preferred Stock (if converted)
Net loss per share, basic and diluted
Anti-dilutive securities (in shares)	13,775,430	13,805,540

Convertible Preferred Stock and Stockholders' Equity - Stock based compensation for all stock awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Convertible preferred stock
Total stock-based compensation expense	$ 41,496	$ 43,459
Research And Development
Convertible preferred stock
Total stock-based compensation expense	22,520	20,849
General And Administrative
Convertible preferred stock
Total stock-based compensation expense	$ 18,976	$ 22,610

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property and equipment
Property and equipment, gross	$ 99,520	$ 144,462
Less accumulated depreciation and amortization	(35,136)	(47,626)
Total property and equipment, net	64,384	96,836
Furniture And Fixtures
Property and equipment
Property and equipment, gross	508	1,309
Computer And Office Equipment
Property and equipment
Property and equipment, gross	2,444	3,132
Software
Property and equipment
Property and equipment, gross	1,188	2,130
Leasehold improvements-building
Property and equipment
Property and equipment, gross	59,485	59,038
Scientific Equipment
Property and equipment
Property and equipment, gross	$ 35,895	$ 78,853

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consist of the following (in thousands):


	December 31,
	2024			2023
Furniture and fixtures	$	508		$	1,309
Computer and office equipment		2,444			3,132
Software		1,188			2,130
Leasehold improvements—building		59,485			59,038
Scientific equipment		35,895			78,853
Total property and equipment, gross		99,520			144,462
Less accumulated depreciation and amortization		(35,136	)		(47,626	)
Total property and equipment, net	$	64,384		$	96,836

Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2020
Organization and summary of significant accounting policies
Uncertain tax position description	more than 50 percent
Letters of credit outstanding amount	$ 10,200	$ 15,200
Impairment charge on property and equipment	13,400	0
Impairment of Right of Use Asset	$ 1,300
Maximum
Organization and summary of significant accounting policies
Short-term leases term excluded from calculation of ROU and lease liabilities	12 months
Employee Retention Credit [Member]
Organization and summary of significant accounting policies
Percentage Of Tax Credit			70.00%	50.00%
Payments To Employees			$ 10,000	$ 10,000
Other Income		$ 5,100
Employee Retention Credit [Member] \| Maximum
Organization and summary of significant accounting policies
RefundableTaxCredit				$ 5,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of reconciliation of the Company's expected federal income tax provision (benefit) to the actual income tax provision

The following is a reconciliation of the Company’s expected federal income tax provision (benefit) to the actual income tax provision (in thousands):


	Years Ended December 31,
	2024			2023
Tax computed at federal statutory rate	$	(39,115	)	$	(33,794	)
State tax, net of federal tax benefit		(8,429	)		(4,851	)
Non-deductible compensation		35			25
Permanent differences		22			(2,305	)
Stock compensation		8,560			12,801
R&D tax credits		(7,672	)		(5,773	)
Reserve for uncertain tax positions		8,612			4,254
Other		(135	)		1,928
Valuation allowance		38,122			27,715
Income tax expense	$	—		$	—

Summary of significant components of the Company's deferred tax assets

Significant components of the Company’s deferred tax assets are summarized as follows (in thousands):


	December 31,
	2024			2023
Deferred tax assets:
Capitalized R&D expense	$	127,559		$	134,209
Net operating losses		147,019			112,810
R&D tax credits		63,126			55,492
Intangible asset amortization		8,692			9,220
Deferred revenue		1,147			144
Stock compensation		7,836			8,322
Lease liability		17,925			21,761
Other		788			672
Total deferred tax assets		374,092			342,630
Deferred tax liabilities:
Depreciation		(2,212	)		(5,639	)
Right-of-use assets		(9,796	)		(13,029	)
Total deferred tax liabilities		(12,008	)		(18,668	)
Net of deferred tax assets and liabilities		362,084			323,962
Valuation allowance		(362,084	)		(323,962	)
Net deferred tax assets	$	—		$	—

Summary of the change in the Company's unrecognized tax benefits

The change in the Company’s unrecognized tax benefits is summarized as follows (in thousands):


	December 31,
	2024			2023
Beginning unrecognized tax benefits	$	59,680		$	52,767
Increase related to current year tax positions		10,345			9,724
Increase related to prior year tax positions		687			90
Decrease related to prior year tax positions		(207	)		(2,901	)
Ending unrecognized tax benefits	$	70,505		$	59,680

Convertible Preferred Stock and Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Convertible Preferred Stock And Stockholders Deficit Disclosure [Abstract]

Convertible Preferred Stock and Stockholders’ Equity

9. Convertible Preferred Stock and Stockholders’ Equity

Convertible Preferred Stock

In November 2016, the Company completed a private placement of stock in which investors, including investors affiliated with the directors and officers of the Company, purchased convertible preferred stock and common stock of the Company (the November 2016 Placement). The Company issued 2,819,549 shares of Class A Convertible Preferred Stock, $0.001 par value per share (the Class A Preferred), at $13.30 per share, each of which is convertible into five shares of common stock upon certain conditions defined in the Certificate of Designation of Preferences, Rights and Limitations of the Class A Preferred filed with the Delaware Secretary of State

on November 22, 2016 (the CoD). The Class A Preferred were purchased exclusively by entities affiliated with Redmile Group, LLC (collectively, Redmile). The terms of the CoD prohibited Redmile from converting the Class A Preferred into shares of the Company’s common stock if, as a result of conversion, Redmile, together with its affiliates, would own more than 9.99% of the Company’s common stock then issued and outstanding (the Redmile Percentage Limitation), which percentage could change at Redmile’s election upon 61 days’ notice to the Company to (i) any other number less than or equal to 19.99% or (ii) subject to approval of the Company’s stockholders to the extent required in accordance with the NASDAQ Global Market rules, any number in excess of 19.99%. On May 2, 2017, the Company’s stockholders approved the issuance of up to an aggregate of 14,097,745 shares of common stock upon the conversion of the outstanding shares of Class A Preferred. As a result, Redmile has the right to increase the Redmile Percentage Limitation to any percentage in excess of 19.99% at its election. The Company also issued 7,236,837 shares of common stock at $2.66 per share as part of the November 2016 Placement. In April 2023, the Company filed with the office of the Secretary of State of the State of Delaware a Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock which amends the definition of Beneficial Ownership Limitation to be 14.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock pursuant to a Notice of Conversion. In April 2023, 33,441 shares of Class A Preferred were converted into 167,205 shares of the Company’s common stock. In December 2024, 6,022 shares of the Class A Preferred were converted into 30,110 shares of the Company’s common stock.

The Class A Preferred are non-voting shares and are convertible into five shares of the Company’s common stock at a conversion price of $2.66 per share, which was the fair value of the Company’s common stock on the date of issuance. Holders of the Class A Preferred have the same dividend rights as holders of the Company’s common stock. Additionally, the liquidation preferences of the Class A Preferred are pari passu among holders of the Company’s common stock and holders of the Class A Preferred, pro rata based on the number of shares held by each such holder (treated for this purpose as if the Class A Preferred had been converted to common stock).

Stock Option and Incentive Plans and Inducement Equity Plan

2022 Stock Option and Incentive Plan

On June 9, 2022, the Company adopted the 2022 Stock Option and Incentive Plan (the 2022 Plan). The 2022 Plan initially authorized 9.5 million shares, and in June 2024, stockholders approved an additional 8,000,000 shares, of common stock for issuance and allows for the grant of stock options, stock appreciation rights, restricted stock awards, performance-based awards, and other awards to individuals who are then employees, officers, directors or consultants of the Company. The shares of common stock underlying any awards from the 2022 Plan and a previously existing equity plan from 2013 or 2007 that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common stock, expire or are otherwise terminated (other than by exercise) are added back to the shares of common stock available for issuance under the 2022 Plan.

Recipients of stock options under the 2022 Plan shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair value of such stock on the date of grant. Under the 2022 Plan, stock options generally vest 25% on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years, or vest monthly over four years, unless they contain specific performance and/or market-based vesting provisions. The maximum term of stock options granted under the 2022 Plan is ten years. Under the 2022 Plan, restricted stock units generally vest annually over four years. Performance-based stock units/awards vest upon the achievement of certain pre-defined company-specific performance-based clinical achievement criteria.

Inducement Plan

On May 10, 2016, the Company’s board of directors approved the Fate Therapeutics, Inc. Inducement Equity Plan (the Inducement Plan), the purpose of which is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not employed by the Company to accept employment with the Company. Under the Inducement Plan, the Company may grant non-qualified stock options and restricted stock units. A total of 500,000 shares of common stock were initially reserved for issuance under the Inducement Plan. In January 2021, March 2020, and January 2019, an additional 300,000 shares, 470,822 shares, and 200,000 shares, respectively, of common stock were reserved for issuance under the Inducement Plan. The shares of common stock underlying any awards from the Inducement Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common stock, expire or are otherwise terminated (other than by exercise) under the Inducement Plan will be added back to the shares of common stock available for issuance under the Inducement Plan.

Pre-Funded Warrants

In January 2021, in conjunction with a public offering, the Company issued Pre-Funded Warrants, in lieu of common stock to certain investors, to purchase 257,310 shares of the Company’s common stock (the 2021 Pre-Funded Warrants). The purchase price for the 2021 Pre-Funded Warrants was $85.499 per pre-funded warrant, which equals the per share public offering price for the shares of common stock less the $0.001 exercise price for each such pre-funded warrant. Given that the 2021 Pre-Funded Warrants are indexed to the Company’s own shares of common stock (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the warrants as additional paid-in capital on the Company’s consolidated balance sheets.

In March 2024, in conjunction with a public offering, the Company issued in a private placement, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,636,364 shares of the Company’s common stock (2024 Pre-Funded Warrants, and collectively with the 2021 Pre-Funded Warrants, the Pre-Funded Warrants). The purchase price for the 2024 Pre-Funded Warrants was $5.499 per pre-funded warrant, which equals the per share public offering price for the shares of common stock issued in the March 2024 public offering, less the $0.001 exercise price for each such pre-funded warrant. Given that the 2024 Pre-Funded Warrants are indexed to the Company’s own shares of common stock (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the warrants as additional paid-in capital on the Company’s unaudited condensed consolidated balance sheets.

The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

As of December 31, 2024, there were 3,893,674 Pre-Funded Warrants outstanding.

Stock Options and Restricted Stock Unit Awards

Stock Options. The following table summarizes stock option activity and related information under all equity plans for the year ended December 31, 2024:


	Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2023		9,850,841		$	13.71
Granted		4,210,625			6.46
Exercised		(45,438	)		6.57
Cancelled		(3,293,354	)		13.40
Outstanding at December 31, 2024		10,722,674		$	10.99		5.83	$	—
Options vested and expected to vest at December 31, 2024		10,722,674		$	10.99		5.83	$	—
Options exercisable at December 31, 2024		7,328,404		$	12.91		4.91	$	—

For the years ended December 31, 2024 and 2023, the weighted average grant date fair value of stock options granted per share was equal to $4.89 and $4.83, respectively.

As of December 31, 2024 and 2023, the unrecognized compensation cost related to outstanding options was $15.4 million and $23.0 million, respectively, which was expected to be recognized as expense over approximately 1.6 years and 1.9 years, respectively.

The total intrinsic value, which is the amount by which the exercise price was exceeded by the price of the Company’s common stock on the date of exercise, of stock options exercised during the year ended December 31, 2023 was $0.3 million. As of December 31, 2024, all outstanding options had an exercise price above the Company's common stock price and therefore no intrinsic value. Total cash received upon the exercise of stock options was $0.1 million for the year ended December 31, 2024.

Restricted Stock Units. The following table summarizes restricted stock unit activity and related information under all equity plans for the year ended December 31, 2024:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Vesting Period		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2023		3,065,087		$	37.96
Granted		4,451,874			5.69
Vested		(680,201	)		33.68
Cancelled		(622,696	)		35.78
Outstanding at December 31, 2024		6,214,064		$	15.50		2.01	$	10,253
Restricted stock units expected to vest at December 31, 2024		5,151,457		$	9.78		1.92	$	8,500

As of December 31, 2024 and 2023, the unrecognized compensation cost related to outstanding restricted stock units (excluding those with unachieved performance-based conditions) was $31.4 million and $38.3 million, respectively, which was expected to be recognized as expense over approximately 1.7 years and 2.0 years, respectively.

During the year ended December 31, 2021, 1,997,377 performance-based restricted stock units (PRSUs) were granted, none of which have vested. During the year ended December 31, 2024, the Company granted 300,000 performance-based restricted stock units with a total grant date fair value of approximately $1.6 million, none of which have vested. There were 1,062,607 and 1,020,617 PRSUs outstanding at December 31, 2024 and 2023, respectively.

Stock-Based Compensation Expense

The allocation of stock-based compensation for all stock awards is as follows (in thousands):


	Years Ended December 31,
	2024		2023
Research and development	$	22,520	$	20,849
General and administrative		18,976		22,610
Total stock-based compensation expense	$	41,496	$	43,459

Stock Option Grants Valuation. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows:


	Years Ended December 31,
	2024			2023
Risk–free interest rate		3.9	%		3.8	%
Expected volatility		87.1	%		89.3	%
Expected term (in years)		6.4			6.5
Expected dividend yield		0.0	%		0.0	%

Risk-free interest rate. The Company bases the risk-free interest rate assumption on observed interest rates appropriate for the expected term of the stock option grants.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Expected volatility. The Company based the expected volatility on the historical volatility of its common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options, as the Company determined there was sufficient operating history and company-specific historical volatility to estimate the expected volatility.

Expected term. The expected term represents the period of time that options are expected to be outstanding. The Company estimated the expected term using historical experience and anticipated future exercise behavior.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance is as follows:


	December 31,
	2024		2023
Convertible preferred stock (if converted)		13,775,430		13,805,540
Common stock options		10,722,674		9,850,841
Restricted stock units		6,214,064		3,065,087
Awards available under the 2022 Plan		11,656,109		8,633,496
Awards available under the Inducement Plan		920,688		689,750
Total		43,288,965		36,044,714

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The following is a reconciliation of the Company’s expected federal income tax provision (benefit) to the actual income tax provision (in thousands):


	Years Ended December 31,
	2024			2023
Tax computed at federal statutory rate	$	(39,115	)	$	(33,794	)
State tax, net of federal tax benefit		(8,429	)		(4,851	)
Non-deductible compensation		35			25
Permanent differences		22			(2,305	)
Stock compensation		8,560			12,801
R&D tax credits		(7,672	)		(5,773	)
Reserve for uncertain tax positions		8,612			4,254
Other		(135	)		1,928
Valuation allowance		38,122			27,715
Income tax expense	$	—		$	—

Significant components of the Company’s deferred tax assets are summarized as follows (in thousands):


	December 31,
	2024			2023
Deferred tax assets:
Capitalized R&D expense	$	127,559		$	134,209
Net operating losses		147,019			112,810
R&D tax credits		63,126			55,492
Intangible asset amortization		8,692			9,220
Deferred revenue		1,147			144
Stock compensation		7,836			8,322
Lease liability		17,925			21,761
Other		788			672
Total deferred tax assets		374,092			342,630
Deferred tax liabilities:
Depreciation		(2,212	)		(5,639	)
Right-of-use assets		(9,796	)		(13,029	)
Total deferred tax liabilities		(12,008	)		(18,668	)
Net of deferred tax assets and liabilities		362,084			323,962
Valuation allowance		(362,084	)		(323,962	)
Net deferred tax assets	$	—		$	—

A valuation allowance of $362.1 million and $324.0 million at December 31, 2024 and 2023, respectively, has been established to offset the deferred tax assets, as realization of such assets is uncertain.

At December 31, 2024, the Company had federal and state net operating loss (NOL) carryforwards of $689.2 million and $644.2 million, respectively, which may be available to offset future taxable income. The federal and California NOL carryforwards begin to expire in 2027 and 2028, respectively, unless previously utilized. At December 31, 2024, the Company had federal and California research and development (R&D) credit carryforwards of $45.6 million and $37.8 million, respectively. The federal R&D tax credit carryforwards will begin to expire in 2035 unless previously utilized. The California R&D credit carryforwards will carry forward indefinitely.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, (the Code), substantial changes in the Company’s ownership may limit the amount of net operating loss and research and development credit carryforwards that could be used annually in the future to offset taxable income. The tax benefits related to future utilization of federal and state net operating loss carryforwards, credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. The Company completed a study to assess whether an ownership change, as defined by Section 382 of the Code, had occurred from the Company’s formation through December 31, 2015. Based upon this study, the Company determined that several ownership changes had occurred. Accordingly, the Company reduced its deferred tax assets related to the federal NOL carryforwards and the federal R&D credit carryforwards that are anticipated to expire unused as a result of these ownership changes. These tax attributes were excluded from deferred tax assets with a corresponding reduction of the valuation allowance with no net effect on income tax expense or the effective tax rate. The Company updated the study December 31, 2024 and concluded there were no ownership changes during 2024. Future ownership changes may further limit the Company’s ability to utilize its remaining tax attributes.

The Company files income tax returns in the United States, various state jurisdictions, and the Netherlands with varying statutes of limitations. The Company currently has no years under examination by any jurisdiction; however, the Company is subject to income tax examination by federal and state tax authorities for years beginning in 2021 and 2020, respectively. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs and tax credits were generated and carried forward, and make adjustments up to the amount of the carryforwards.

The change in the Company’s unrecognized tax benefits is summarized as follows (in thousands):


	December 31,
	2024			2023
Beginning unrecognized tax benefits	$	59,680		$	52,767
Increase related to current year tax positions		10,345			9,724
Increase related to prior year tax positions		687			90
Decrease related to prior year tax positions		(207	)		(2,901	)
Ending unrecognized tax benefits	$	70,505		$	59,680

The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2024 will significantly change within the next twelve months. Due to the valuation allowance recorded against the Company’s deferred tax assets, none of the total unrecognized tax benefits as of December 31, 2024 would reduce the effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. The Company has not recognized interest or penalties related to income tax matters in its consolidated statements of operations and comprehensive loss since inception.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Minimum annual payments to maintain licenses	$ 0.4

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

License Agreements

The Company has entered into exclusive license agreements with certain academic institutions and universities pursuant to which the Company acquired certain intellectual property. Pursuant to each agreement, as consideration for an exclusive license to the intellectual property, the Company paid a license fee, reimbursed the institution for historical patent costs and, in certain instances, issued the institution shares of restricted common stock. Additionally, under each agreement, the institution is generally eligible to receive future consideration including, but not limited to, annual maintenance fees, royalties, milestone payments and sublicensing fees. Each of the license agreements is generally cancelable by the Company, given appropriate prior written notice. Minimum annual payments to maintain these cancelable licenses total an aggregate of $0.4 million. See Note 2 for additional information on certain licenses.

Litigation

During the reporting period, the Company pursued claims in two lawsuits that were filed in 2022 against Shoreline Biosciences, Inc. (Shoreline) and certain of its founders and officers (collectively, the Shoreline litigations). The first suit, filed on May 13, 2022, was pending in San Diego Superior Court against Shoreline and four of its founders, Drs. Dan S. Kaufman (Kaufman), Kleanthis G. Xanthopoulos, and Messrs. William Sandborn and Steven Holtzman. The Company's claims included actions for breach of contract, breach of implied covenant of good faith and fair dealing, fraud and deceit, tortious interference, restitution and unfair competition. On August 9, 2024, the court denied the defendants’ motions for summary judgment preserving for trial all of the Company’s claims against the defendants, with the exception of defendants’ motions with respect to certain theories under the Company’s tortious interference claim (which claim by Fate was otherwise preserved for trial). On September 19, 2024, the court denied defendants’ motion for reconsideration of its summary judgment ruling. Trial began on October 21, 2024, with a jury selected on October 24, 2024. On October 28, 2024, the parties entered a settlement agreement resolving the litigation on terms agreeable to all parties, pursuant to which the Company filed a request for dismissal with prejudice of all claims on October 31, 2024.

In the second of the Shoreline litigations, also filed on May 13, 2022, the Company and Whitehead Institute for Biomedical Research (Whitehead) filed a lawsuit in the U.S. District Court for the Southern District of California against Shoreline and Kaufman seeking monetary damages for the defendants’ infringement of U.S. Patent Nos. 8,071,369, 8,932,856, 8,951,797, 8,940,536, 9,169,490, 10,457,917, and 10,017,744. On June 7, 2023, the Company and Whitehead filed a motion to dismiss our patent infringement claims against Kaufman in his personal capacity; that motion was granted on June 9, 2023. On August 30, 2023, the court granted Shoreline’s motion for summary judgment and denied the Company’s motion for partial summary judgment as moot. Judgment in favor of Shoreline was entered on August 31, 2023. On September 27, 2023, the Company and Whitehead filed a Notice of Appeal with the Court of Appeals for the Federal Circuit challenging the trial court’s claim construction and grant of summary judgment in favor of the defendants; the defendants cross-appealed challenging the district court’s earlier denial of a motion to dismiss and partial motion for summary judgment on other grounds. The Federal Circuit docketed the case on October 5, 2023, and briefing was completed on June 26, 2024. On October 28, 2024, the parties entered a settlement agreement resolving the litigation on terms agreeable to all parties, pursuant to which the parties filed a joint notice of dismissal of the appeal and cross-appeal on October 31, 2024.

On January 20, 2023, a purported stockholder of the Company filed a securities class action lawsuit against the Company and certain of its officers captioned Hadian v. Fate Therapeutics, Inc. et al. in the U.S. District Court for the Southern District of California (the Securities Action). On May 4, 2023, the court appointed a different purported stockholder of the Company to serve as lead plaintiff in the Securities Action. On July 24, 2023, the lead plaintiff filed an amended complaint. The amended complaint alleged that the Company violated the federal securities laws by making allegedly false and/or misleading statements and/or omissions in its public disclosures dating back to August 2020 relating to the Company’s collaboration agreement with Janssen Biotech, Inc. (the Janssen Agreement), potential product candidates subject to the Janssen Agreement, and the termination of the Janssen Agreement. On September 22, 2023, the Company filed a motion to dismiss the amended complaint. On September 19, 2024, the court granted the Company’s motion to dismiss the amended complaint, with leave for plaintiff to file a second amended complaint. On October 18, 2024, the lead plaintiff filed a second amended complaint alleging substantially similar facts and claims as in the prior amended complaint. The Company filed a motion to dismiss the second amended complaint on November 18, 2024, and briefing on the motion was completed on January 21, 2025. The Company intends to continue to vigorously defend against this action.

On June 2, 2023, a derivative complaint, captioned Guarino v. Wolchko, et al., was filed by a purported stockholder of the Company in the U.S. District Court for the Southern District of California (the Guarino Action). On June 12, 2024, an additional derivative complaint, captioned Horrobin v. Wolchko, et al., was filed by a purported stockholder of the Company in the same district (the Horrobin Action). On December 3, 2024, the court entered an order consolidating the Guarino Action and the Horrobin Action under the caption In re Fate Therapeutics, Inc. Derivative Litigation (the Derivative Action) and staying the Derivative Action pending the court’s decision on our motion to dismiss the second amended complaint in the Securities Action. The court’s ruling on the motion is pending. The Derivative Action names members of the Company’s board of directors and certain officers as defendants. The Company is also named as a nominal defendant. The plaintiffs in the Derivative Actions assert derivative claims arising out of substantially the same alleged facts and circumstances as the Securities Action. The Guarino complaint asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violation of federal securities laws. The Horrobin complaint asserts substantially similar claims in addition to a claim of breach of fiduciary duty for insider trading. The Company intends to vigorously defend against the Derivative Action.

From time to time, the Company may be subject to various other legal proceedings and claims that arise in the ordinary course of business activities.

Property and Equipment

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

6. Property and Equipment

Property and equipment consist of the following (in thousands):


	December 31,
	2024			2023
Furniture and fixtures	$	508		$	1,309
Computer and office equipment		2,444			3,132
Software		1,188			2,130
Leasehold improvements—building		59,485			59,038
Scientific equipment		35,895			78,853
Total property and equipment, gross		99,520			144,462
Less accumulated depreciation and amortization		(35,136	)		(47,626	)
Total property and equipment, net	$	64,384		$	96,836

The Company recognized an impairment charge of $13.4 million of long-lived asset impairment described in Note 1 above for the year ended December 31, 2024, which was calculated as the difference between the fair value of the assets and its carrying value. The cost basis for these assets was updated to fair value. The fair value was based on a cost approach which utilized Level 3 non-recurring fair value inputs and assumptions.

Depreciation expense related to property and equipment was $19.0 million and $18.3 million, for the years ended December 31, 2024 and 2023, respectively.

Property and Equipment (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 18,962	$ 18,282
Impairment charge on property and equipment	$ 13,400	$ 0

Leases (Details 1) - USD ($) $ in Thousands	12 Months Ended
Leases (Details 1) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Lease, Cost [Abstract]
Straight-line lease expense	$ 12,737	$ 13,159
Variable lease expense	3,733	2,250
Total operating lease expense	$ 16,470	$ 15,409

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

The following tables presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023 (in thousands):


			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2024:
Financial assets:
Money market fund	$	29,491	$	29,491	$	—	$	—
U.S. Treasury debt securities		50,036		50,036		—		—
Non-US government securities		2,995		—		2,995		—
Municipal securities		2,492		—		2,492		—
Corporate debt securities		188,239		—		188,239		—
Commercial paper		26,907		—		26,907		—
Total assets measured at fair value on a recurring basis	$	300,160	$	79,527	$	220,633	$	—

Financial liabilities:
Stock price appreciation milestones	$	527	$	—	$	—	$	527
Total financial liabilities measured at fair value on a recurring basis	$	527	$	—	$	—	$	527

As of December 31, 2023:
Financial assets:
Money market fund	$	35,273	$	35,273	$	—	$	—
U.S. Treasury debt securities		82,804		82,804		—		—
Non-US government securities		999		—		999		—
Municipal securities		4,997		—		4,997		—
Corporate debt securities		48,087		—		48,087		—
Commercial paper		137,398		—		137,398		—
Total assets measured at fair value on a recurring basis	$	309,558	$	118,077	$	191,481	$	—

Financial liabilities:
Stock price appreciation milestones	$	1,346	$	—	$	—	$	1,346
Total financial liabilities measured at fair value on a recurring basis	$	1,346	$	—	$	—	$	1,346

Level 1 assets consisted of money market funds and U.S. Treasury securities measured at fair value based on quoted prices in active markets as provided by the Company’s investment managers.

Level 2 assets consisted of corporate debt securities, commercial paper, municipal securities, and non-U.S. government securities measured at fair value using standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. The Company validates the quoted market prices provided by its investment managers by comparing the investment managers’ assessment of the fair values of the Company’s investment portfolio balance against the fair values of the Company’s investment portfolio balance obtained from an independent source.

There were no Level 3 assets held by the Company as of December 31, 2024.

Level 3 liabilities consisted of stock price appreciation milestones associated with the Amended MSKCC License as described in detail in Note 2.

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability (in thousands):


Balance at December 31, 2022	$	3,861
Changes in fair value of stock price appreciation milestones liability		(2,515	)
Balance at December 31, 2023	$	1,346
Changes in fair value of stock price appreciation milestones liability		(819	)
Balance at December 31, 2024	$	527

None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Income Taxes (Details 4) - USD ($)	12 Months Ended
Income Taxes (Details 4) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Change in the Company's unrecognized tax benefits
Beginning unrecognized tax benefits	$ 59,680,000	$ 52,767,000
Increase related to current year tax positions	10,345,000	9,724,000
Increase related to prior year tax positions	687,000	90,000
Decrease related to prior year tax positions	(207,000)	(2,901,000)
Ending unrecognized tax benefits	70,505,000	$ 59,680,000
Income Taxes
Unrecognized tax benefit	0
Unrecognized tax benefits that, if recognized, would reduce the effective tax rate	$ 0

Collaboration and License Agreements (Tables)

12 Months Ended

Dec. 31, 2024

Collaboration And License Agreements Disclosure [Abstract]

Summary of All Possible Stock Price Appreciation Milestone Payments

The following table summarizes the common stock multiples and the stock price appreciation milestone payments under the terms of the agreement:


Common stock multiple	5.0x		10.0x		15.0x
Ten-trading day trailing average common stock price	$	50.18	$	100.36	$	150.54
Stock price appreciation milestone payment (in millions)	$	20.0	$	30.0	$	25.0

Schedule of Determine the Estimated Fair Value of the Stock Price Appreciation Milestones Payments


	Year Ended December 31,			Year Ended December 31,
	2024			2023
Risk-free interest rate		4.8	%		4.0	%
Expected volatility		85.3	%		84.0	%
Estimated term (in years)		14.0			15.0
Closing stock price as of measurement date	$	1.65		$	3.74

Segment Reporting - Schedule of Segment Profit or Loss, Including Segment Expenses (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Segment Reporting Information [Line Items]

Collaboration revenue

$ 13,631

$ 63,533

Type of Revenue [Extensible List]

us-gaap:LicenseMember

Less:

Personnel costs

$ 43,684

$ 63,454

Clinical programs

25,818

40,289

Research activities

14,692

18,768

Facilities costs

26,648

26,005

Other segment expenses

^[1]

113,065

105,528

Total operating expenses

223,907

254,044

Loss from operations

(210,276)

(190,511)

Other income:

Interest income

17,288

17,186

Change in fair value of stock price appreciation milestones

819

2,515

Other income

5,907

9,882

Total other income

24,014

29,583

Net loss

$ (186,262)

$ (160,928)

[1]	Other segment expenses include stock compensation expense, depreciation, legal fees, general & administrative expenses, and corporate expenses.

Investments (Tables)

12 Months Ended

Dec. 31, 2024

Investments [Abstract]

Summary of Investments

The following table summarizes the Company’s investments accounted for as available-for-sale securities as of December 31, 2024 and 2023 (in thousands):


	Maturity (in years)	Amortized Cost		Unrealized Losses			Unrealized Gains		Estimated Fair Value
December 31, 2024
Classified as current assets:
Money market fund	1 or less	$	29,491	$	—		$	—	$	29,491
U.S. Treasury debt securities	1 or less		40,206		(6	)		91		40,291
Non-US government securities	1 or less		2,994		—			1		2,995
Municipal securities	1 or less		2,490		—			2		2,492
Corporate debt securities	1 or less		170,169		(70	)		228		170,327
Commercial paper	1 or less		26,903		(10	)		14		26,907
Total short-term investments		$	272,253	$	(86	)	$	336	$	272,503
Classified as non-current assets:
U.S. Treasury debt securities	Greater than 1	$	9,752	$	(9	)	$	2	$	9,745
Corporate debt securities	Greater than 1		17,887		(7	)		32		17,912
Total long-term investments		$	27,639	$	(16	)	$	34	$	27,657

December 31, 2023
Classified as current assets:
Money market fund	1 or less	$	35,273	$	—		$	—	$	35,273
U.S. Treasury debt securities	1 or less		82,811		(34	)		27		82,804
Non-US government securities	1 or less		999		—			—		999
Municipal securities	1 or less		5,000		(3	)		—		4,997
Corporate debt securities	1 or less		47,144		(51	)		14		47,107
Commercial paper	1 or less		137,339		(62	)		121		137,398
Total short-term investments		$	308,566	$	(150	)	$	162	$	308,578
Classified as non-current assets:
Corporate debt securities	Greater than 1	$	977	$	—		$	3	$	980
Total long-term investments		$	977	$	—		$	3	$	980

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Collaboration and License Agreements (Details 2) - Amended MSK License - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Determine the estimated fair value of the enterprise value milestone payments
Risk-free interest rate	4.80%	4.00%
Expected volatility	85.30%	84.00%
Estimated term (in years)	14 years	15 years
Closing stock price as of measurement date	$ 1.65	$ 3.74

Collaboration and License Agreements (Details 1) - Amended MSK License $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares
Milestone One
Collaboration agreement
Common stock multiple	5.0x
Ten-trading day trailing average common stock price \| $ / shares	$ 50.18
Stock price appreciation milestone payment \| $	$ 20.0
Milestone Two
Collaboration agreement
Common stock multiple	10.0x
Ten-trading day trailing average common stock price \| $ / shares	$ 100.36
Stock price appreciation milestone payment \| $	$ 30.0
Milestone Three
Collaboration agreement
Common stock multiple	15.0x
Ten-trading day trailing average common stock price \| $ / shares	$ 150.54
Stock price appreciation milestone payment \| $	$ 25.0

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 36,056	$ 41,870
Accounts receivable	3,539	1,826
Short-term investments	243,012	273,305
Prepaid expenses and other current assets	9,302	14,539
Total current assets	291,909	331,540
Long-term investments	27,657	980
Property and equipment, net	64,384	96,836
Operating lease right-of-use assets	46,508	61,675
Restricted cash	10,227	15,177
Other assets	9	9
Total assets	440,694	506,217
Current liabilities:
Accounts payable	9,365	4,719
Accrued expenses	21,348	27,514
Deferred revenue	393	685
Operating lease liabilities, current portion	7,416	6,176
Total current liabilities	38,522	39,094
CIRM award liability	5,070	0
Operating lease liabilities, net of current portion	77,849	97,360
Stock price appreciation milestones	527	1,346
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; authorized shares - 5,000,000; Class A Convertible Preferred shares issued and outstanding - 2,755,086 at December 31, 2024 and 2,761,108 at December 31, 2023	3	3
Common stock, $0.001 par value; authorized shares - 250,000,000; issued and outstanding - 113,928,279 at December 31, 2024 and 98,627,076 at December 31, 2023	114	99
Additional paid-in capital	1,716,335	1,580,032
Accumulated other comprehensive loss	268	15
Accumulated deficit	(1,397,994)	(1,211,732)
Total stockholders’ equity	318,726	368,417
Total liabilities and stockholders’ equity	$ 440,694	$ 506,217

Convertible Preferred Stock and Stockholders' Equity (Additional information) (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended					12 Months Ended
	Jun. 09, 2022	Jun. 30, 2024	Mar. 31, 2024	Apr. 30, 2023	Jan. 31, 2021	Nov. 30, 2016	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021	Mar. 31, 2020	Jan. 31, 2019	May 02, 2017	May 10, 2016
Convertible preferred stock
Preferred stock, par value (in dollars per share)							$ 0.001	$ 0.001
Shares reserved for issuance							43,288,965	36,044,714
Issuance of common stock from equity incentive plans, net of issuance costs							$ 295	$ 85
Pre-Funded Warrants
Convertible preferred stock
Number of shares to be purchased			3,636,364		257,310		3,893,674
Purchase price of prefunded warrants			$ 5.499		$ 85.499
Exercise price of warrants			$ 0.001		$ 0.001
Terms of exercise					The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
Maximum percentage of common stock ownership together with affiliates allowable after exercise of prefunded warrants					9.99%
Maximum percentage of common stock ownership after change upon notice.					19.99%
Employee and Non Employee Stock Option
Convertible preferred stock
Weighted-average grant date fair value per share of employee options granted							$ 4.89	$ 4.83
Total intrinsic value of stock options exercised							$ 0	$ 300
Issuance of common stock from equity incentive plans, net of issuance costs							$ 100
Granted							4,210,625
Performance Based Restricted Stock Units PRSU
Convertible preferred stock
Total fair value of awards vested							$ 1,600
Performance stock, granted							300,000		1,997,377
Restricted Stock Units (RSUs)
Convertible preferred stock
Shares reserved for issuance							6,214,064	3,065,087
Expected recognition period of unrecognized compensation cost							1 year 8 months 12 days	2 years
Performance stock, granted							4,451,874
Unrecognized compensation cost related to unvested restricted shares							$ 31,400	$ 38,300
Performance-based restricted granted, none of vested Units Outstanding							1,062,607	1,020,617
Common Stock
Convertible preferred stock
Conversion of preferred shares to common stock				167,205			30,110
Non-Voting Class A Preferred Stock \| Maximum
Convertible preferred stock
Number of shares to be issued upon conversion												14,097,745
Non-Voting Class A Preferred Stock \| Redmile Group, LLC and Affiliates
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion						19.99%
Terms of conversion							The Class A Preferred were purchased exclusively by entities affiliated with Redmile Group, LLC (collectively, Redmile). The terms of the CoD prohibited Redmile from converting the Class A Preferred into shares of the Company’s common stock if, as a result of conversion, Redmile, together with its affiliates, would own more than 9.99% of the Company’s common stock then issued and outstanding (the Redmile Percentage Limitation), which percentage could change at Redmile’s election upon 61 days’ notice to the Company to (i) any other number less than or equal to 19.99% or (ii) subject to approval of the Company’s stockholders to the extent required in accordance with the NASDAQ Global Market rules, any number in excess of 19.99%. On May 2, 2017, the Company’s stockholders approved the issuance of up to an aggregate of 14,097,745 shares of common stock upon the conversion of the outstanding shares of Class A Preferred. As a result, Redmile has the right to increase the Redmile Percentage Limitation to any percentage in excess of 19.99% at its election.
Non-Voting Class A Preferred Stock \| Redmile Group, LLC and Affiliates \| Maximum
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion						9.99%
Preferred shares converted into common stock percentage of ownership change upon notice						19.99%
Class A Convertible Preferred Shares
Convertible preferred stock
Preferred stock, issued shares							2,755,086	2,761,108
Percentage of common stock ownership upon preferred stock conversion				14.99%
Conversion of preferred shares to common stock				33,441			6,022
Class A Convertible Preferred Shares \| Redmile Group, LLC and Affiliates
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion						19.99%
Stock Option And Incentive Plan 2013 \| Employee and Non Employee Stock Option
Convertible preferred stock
Unrecognized compensation cost related to outstanding options							$ 15,400	$ 23,000
Expected recognition period of unrecognized compensation cost							1 year 7 months 6 days	1 year 10 months 24 days
Stock Option And Incentive Plan2022 [Member]
Convertible preferred stock
Common stock issued	9,500,000	8,000,000,000,000
Shares reserved for issuance							11,656,109	8,633,496
Stock Option And Incentive Plan2022 [Member] \| Employee and Non Employee Stock Option
Convertible preferred stock
Stock options generally vested on anniversary grant date (as a percent)	25.00%
General vesting period after first year	3 years
Monthly vesting period	4 years
Term of stock awards	10 years
Stock Option And Incentive Plan2022 [Member] \| Restricted Stock Units (RSUs)
Convertible preferred stock
Annually vesting period	4 years
Inducement Plan
Convertible preferred stock
Shares reserved for issuance							920,688	689,750					500,000
Additional shares reserved for issuance					300,000					470,822	200,000
November 2016 Placement \| Common Stock
Convertible preferred stock
Common stock issued						7,236,837
Share issue price (in dollars per share)						$ 2.66
November 2016 Placement \| Non-Voting Class A Preferred Stock
Convertible preferred stock
Preferred stock, issued shares						2,819,549
Share issue price (in dollars per share)						$ 13.3
Preferred stock, par value (in dollars per share)						0.001
Conversion price						$ 2.66

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following tables presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023 (in thousands):


			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2024:
Financial assets:
Money market fund	$	29,491	$	29,491	$	—	$	—
U.S. Treasury debt securities		50,036		50,036		—		—
Non-US government securities		2,995		—		2,995		—
Municipal securities		2,492		—		2,492		—
Corporate debt securities		188,239		—		188,239		—
Commercial paper		26,907		—		26,907		—
Total assets measured at fair value on a recurring basis	$	300,160	$	79,527	$	220,633	$	—

Financial liabilities:
Stock price appreciation milestones	$	527	$	—	$	—	$	527
Total financial liabilities measured at fair value on a recurring basis	$	527	$	—	$	—	$	527

As of December 31, 2023:
Financial assets:
Money market fund	$	35,273	$	35,273	$	—	$	—
U.S. Treasury debt securities		82,804		82,804		—		—
Non-US government securities		999		—		999		—
Municipal securities		4,997		—		4,997		—
Corporate debt securities		48,087		—		48,087		—
Commercial paper		137,398		—		137,398		—
Total assets measured at fair value on a recurring basis	$	309,558	$	118,077	$	191,481	$	—

Financial liabilities:
Stock price appreciation milestones	$	1,346	$	—	$	—	$	1,346
Total financial liabilities measured at fair value on a recurring basis	$	1,346	$	—	$	—	$	1,346

Summary of Changes in the Fair Value of the Company’s Level 3 Enterprise Fair Value Milestone Payment Liability

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability (in thousands):


Balance at December 31, 2022	$	3,861
Changes in fair value of stock price appreciation milestones liability		(2,515	)
Balance at December 31, 2023	$	1,346
Changes in fair value of stock price appreciation milestones liability		(819	)
Balance at December 31, 2024	$	527

Accrued Expenses

12 Months Ended

Dec. 31, 2024

Accrued Expenses And Long Term Debt Disclosure [Abstract]

Accrued Expenses

7. Accrued Expenses

Accrued Expenses

Current accrued expenses consist of the following (in thousands):


	December 31,
	2024		2023
Accrued payroll and other employee benefits	$	9,710	$	10,563
Accrued clinical trial related costs		5,279		8,833
Accrued other		6,359		8,118
Total current accrued expenses	$	21,348	$	27,514

California Institute for Regenerative Medicine Award

12 Months Ended

Dec. 31, 2024

Award From California Institute For Regenerative Medicine Abstract

California Institute for Regenerative Medicine Award

3. California Institute for Regenerative Medicine Award

FT819 CIRM Award

In February 2024, the Company was awarded $7.9 million from the California Institute for Regenerative Medicine (CIRM) to support the conduct of the Company’s Phase 1 study of FT819 in patients with systemic lupus erythematosus and, in April 2024, the Company executed an award agreement with CIRM (the FT819 CIRM Award). Pursuant to the terms of the FT819 CIRM Award, the Company is eligible to receive five disbursements in varying amounts from CIRM, with one disbursement receivable upon the execution of the award and four disbursements receivable based upon the completion of certain development milestones throughout the period of the award, which is estimated to be from April 1, 2024 to March 31, 2028 (the Award Period). Under the FT819 CIRM Award, the Company has certain obligations of co-funding and is required to provide CIRM progress and financial update reports throughout the Award Period.

Following the conclusion of the Award Period, the Company, in its sole discretion, has the option to treat the FT819 CIRM Award either as a loan or as a grant. If the Company does not elect to treat the FT819 CIRM Award as a loan within 10 years of the award date, the award will be considered a grant and the Company will be obligated to pay CIRM, on a quarterly basis, a low single-digit royalty on commercial sales of FT819 until such aggregate royalty payments equal nine times the total amount awarded to the Company under the FT819 CIRM Award.

Since the Company may, at its election, repay some or all of the FT819 CIRM Award, the Company accounts for the award as a liability until the time of election. During the year ended December 31, 2024, the Company received two disbursements under the FT819 CIRM Award in the aggregate amount of $5.1 million, which amount is recorded as a liability on the accompanying consolidated balance sheets. As of December 31, 2024, the entire balance is classified as non-current as the Company does not expect any amount to be payable within the next 12 months.

FT516 CIRM Award

In April 2018, the Company executed an award agreement with CIRM pursuant to which CIRM awarded the Company $4.0 million to advance the Company’s FT516 product candidate into a first-in-human clinical trial for the treatment of subjects with advanced solid tumors (the FT516 CIRM Award). Under the FT516 CIRM Award, the Company has certain obligations of co-funding and is required to provide CIRM progress and financial update reports.

Pursuant to the terms of the FT516 CIRM Award, the Company, in its sole discretion, has the option to treat the FT516 CIRM Award either as a loan or as a grant. During the first quarter of 2023, the Company elected to treat the FT516 CIRM Award as a grant. As such, the liability associated with the FT516 CIRM Award was derecognized and such amount was recorded as other income during the year ended December 31, 2023.

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

California Institute for Regenerative Medicine Award

On January 30, 2025, the Company received approval from CIRM for funding of a $4.0 million grant to support the conduct of pre-clinical and IND-enabling activities for FT836.

Employment Agreement with Chief Executive Officer

On March 3, 2025, the Company entered into an Employment Agreement (the “Employment Agreement”) with Bahram Valamehr (“Valamehr”). Pursuant to the Employment Agreement, Dr. Valamehr will have the customary powers and responsibilities of a chief executive officer of a corporation of the size and type of the Company.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of segment profit or loss, including segment expenses

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


	Years Ended December 31,
	2024			2023
Collaboration revenue	$	13,631		$	63,533
Less:
Personnel costs		43,684			63,454
Clinical programs		25,818			40,289
Research activities		14,692			18,768
Facilities costs		26,648			26,005
Other segment expenses (1)		113,065			105,528
Total operating expenses		223,907			254,044
Loss from operations		(210,276	)		(190,511	)
Other income (expense):
Interest income		17,288			17,186
Change in fair value of stock price appreciation milestones		819			2,515
Other income		5,907			9,882
Total other income		24,014			29,583
Net loss	$	(186,262	)	$	(160,928	)

(1) Other segment expenses include stock compensation expense, depreciation, legal fees, general & administrative expenses, and corporate expenses.

Convertible Preferred Stock and Stockholders' Equity - Schedule of common stock reserved for future issuance (Details ) - shares	Dec. 31, 2024	Dec. 31, 2023	May 10, 2016
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	43,288,965	36,044,714
Awards available under the 2022 Plan
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	11,656,109	8,633,496
Awards available under the Inducement Plan
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	920,688	689,750	500,000
Common stock options
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	10,722,674	9,850,841
Restricted Stock Units (RSUs)
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	6,214,064	3,065,087
Convertible Preferred Stock (if converted)
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	13,775,430	13,805,540

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current accrued expenses
Accrued payroll and other employee benefits	$ 9,710	$ 10,563
Accrued clinical trial related costs	5,279	8,833
Accrued other	6,359	8,118
Total current accrued expenses	$ 21,348	$ 27,514

Convertible Preferred Stock and Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2024

Convertible Preferred Stock And Stockholders Deficit Disclosure [Abstract]

Summary of stock option activity and related information under all equity plans

The following table summarizes stock option activity and related information under all equity plans for the year ended December 31, 2024:


	Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2023		9,850,841		$	13.71
Granted		4,210,625			6.46
Exercised		(45,438	)		6.57
Cancelled		(3,293,354	)		13.40
Outstanding at December 31, 2024		10,722,674		$	10.99		5.83	$	—
Options vested and expected to vest at December 31, 2024		10,722,674		$	10.99		5.83	$	—
Options exercisable at December 31, 2024		7,328,404		$	12.91		4.91	$	—

Summary of restricted stock unit activity and related information under all equity plans

The following table summarizes restricted stock unit activity and related information under all equity plans for the year ended December 31, 2024:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Vesting Period		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2023		3,065,087		$	37.96
Granted		4,451,874			5.69
Vested		(680,201	)		33.68
Cancelled		(622,696	)		35.78
Outstanding at December 31, 2024		6,214,064		$	15.50		2.01	$	10,253
Restricted stock units expected to vest at December 31, 2024		5,151,457		$	9.78		1.92	$	8,500

Schedule of allocation of stock-based compensation for all stock awards

The allocation of stock-based compensation for all stock awards is as follows (in thousands):


	Years Ended December 31,
	2024		2023
Research and development	$	22,520	$	20,849
General and administrative		18,976		22,610
Total stock-based compensation expense	$	41,496	$	43,459

Schedule of weighted-average assumptions used to determine the fair value of employee and nonemployee stock option grants

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows:


	Years Ended December 31,
	2024			2023
Risk–free interest rate		3.9	%		3.8	%
Expected volatility		87.1	%		89.3	%
Expected term (in years)		6.4			6.5
Expected dividend yield		0.0	%		0.0	%

Schedule of common stock reserved for future issuance

Common stock reserved for future issuance is as follows:


	December 31,
	2024		2023
Convertible preferred stock (if converted)		13,775,430		13,805,540
Common stock options		10,722,674		9,850,841
Restricted stock units		6,214,064		3,065,087
Awards available under the 2022 Plan		11,656,109		8,633,496
Awards available under the Inducement Plan		920,688		689,750
Total		43,288,965		36,044,714

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization

Fate Therapeutics, Inc. (the Company) was incorporated in the state of Delaware on April 27, 2007 and has its principal operations in San Diego, California. The Company is a clinical-stage biopharmaceutical company dedicated to bringing off-the-shelf, multiplexed-engineered, iPSC-derived cellular immunotherapies to patients.

As of December 31, 2024, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated any revenues from any sales of its therapeutic products. To date, the Company’s revenues have been derived from collaboration agreements and government grants.

Use of Estimates

Principles of Consolidation

Fair Value of Financial Instruments

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Cash, Cash Equivalents and Restricted Cash


	Years Ended December 31,
	2024		2023
Cash and cash equivalents	$	36,056	$	41,870
Restricted cash		10,227		15,177
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	46,283	$	57,047

Investments

Concentration of Credit Risk

Property and Equipment

Impairment of Long-Lived Assets

Leases

Collaborative Arrangements

Revenue Recognition

Stock Price Appreciation Milestones

Stock-Based Compensation

Income Taxes

Employee Retention Credit

payment and recorded $5.1 million of other income during the year ended December 31, 2023. No such amount was received or recorded during the year ended December 31, 2024.

Comprehensive Loss

Net Loss Per Common Share

Basic and diluted net loss per share attributable to stockholders for the years ended December 31, 2024 and 2023 are calculated as follows (in thousands, except share and per share data):


	For the Years Ended December 31,
	2024			2023
Numerator:
Net loss	$	(186,262	)	$	(160,928	)
Denominator:
Shares used to compute net loss per share, basic and diluted
Weighted-average common shares outstanding		110,596,272			98,153,852
Weighted-average pre-funded warrants		3,088,905			257,310
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		113,685,177			98,411,162
Net loss per share, basic and diluted
Basic and diluted	$	(1.64	)	$	(1.64	)


	As of December 31,
	2024		2023
Common stock options		10,722,674		9,850,841
Restricted stock units		6,214,064		3,065,087
Series A convertible preferred stock (if converted)		13,775,430		13,805,540
Total		30,712,168		26,721,468

Going Concern Assessment

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Collaboration revenue	$ 13,631	$ 63,533
Type of Revenue [Extensible List]	us-gaap:LicenseMember	us-gaap:LicenseMember
Operating expenses:
Research and development	$ 135,001	$ 172,596
General and administrative	74,169	81,448
Impairment loss	14,737	0
Total operating expenses	223,907	254,044
Loss from operations	(210,276)	(190,511)
Other income:
Interest income	17,288	17,186
Change in fair value of stock price appreciation milestones	819	2,515
Other income	5,907	9,882
Total other income	24,014	29,583
Net loss	(186,262)	(160,928)
Other comprehensive gain:
Unrealized gain on available-for-sale securities, net	253	1,869
Comprehensive loss	$ (186,009)	$ (159,059)
Net loss per share, Basic	$ (1.64)	$ (1.64)
Net loss per share, Diluted	$ (1.64)	$ (1.64)
Weighted-average common shares used to compute basic net loss per share	113,685,177	98,411,162
Weighted-average common shares used to compute diluted net loss per share	113,685,177	98,411,162

Collaboration and License Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions					1 Months Ended			12 Months Ended
	Nov. 07, 2022	Apr. 02, 2020	Sep. 14, 2018	Sep. 14, 2018	May 31, 2024	Jun. 30, 2022	Jun. 30, 2020	Dec. 31, 2024	Dec. 31, 2023	Aug. 31, 2024	Nov. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Collaboration agreement
Revenue recognized								$ 13,631	$ 63,533
Income expense in change in fair value of the stock price appreciation milestones								24,014	29,583
Candidate 2
Collaboration agreement
Clinical development milestone fees					$ 5,000
Commercial Option Exercise Member
Collaboration agreement
Revenue recognized									10,000
Johnson Johnson Innovation J J D C Inc \| Stock Purchase Agreement
Collaboration agreement
Upfront cash payment		$ 50,000
Company Received Payment		100,000
Equity method investment, underlying equity in net assets		50,000
Issuance of common stock during period for private placements (in shares)							1.8
Common stock per share							$ 28.31
Aggregate purchase price of common stock		$ 50,000
Equity premium per share		$ 9.93
Aggregate equity premium on shares		$ 16,000
Proceeds from private placement of common stock, net of issuance costs		$ 34,000
Janssen Biotech Inc
Collaboration agreement
Collaboration contract asset								17,100
Amortization of sublicense consideration									7,200
Revenue recognized									52,300
Deferred revenue												$ 41,200
Janssen Biotech Inc \| Research And Development
Collaboration agreement
Revenue recognized									11,100
Janssen Biotech Inc \| Upfront Fee and Equity Premium
Collaboration agreement
Revenue recognized									31,200
Janssen Biotech Inc \| Janssen Agreement
Collaboration agreement
Sublicense consideration represents an asset under ASC, other assets and deferred costs								17,100
Ono Pharmaceutical Company Ltd
Collaboration agreement
Transaction price of the agreement			$ 48,000
Non-refundable upfront payments recorded as deferred revenue				$ 10,000
Amortization of sublicense consideration								1,200	0
Revenue recognized								13,600	11,200
Aggregate research and development fees payments receivable			20,000	20,000
Collaborative arrangement potential additional milestones			38,000	38,000
Non-refundable upfront payments recorded as deferred revenue			10,000	10,000
Ono Pharmaceutical Company Ltd \| Candidate 2
Collaboration agreement
Milestone payment under Deferred revenue			10,000
Option exercise payment	$ 12,500
Contra research and development expenses								5,100	8,000
Milestone payments			10,000	$ 10,000
Collaborative arrangement annual payments receivable recorded as deferred revenue			$ 5,000
Ono Pharmaceutical Company Ltd \| Candidate 1
Collaboration agreement
Percentage of reduction on milestone payments				50.00%
Ono Pharmaceutical Company Ltd \| Collaborative Arrangement \| Research services
Collaboration agreement
Revenue recognized								8,600
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 2
Collaboration agreement
Aggregate milestone payments				$ 843,000
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 1
Collaboration agreement
Collaborative arrangement potential additional milestones						$ 29,300					$ 30,700
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 3
Collaboration agreement
Collaborative arrangement potential additional milestones										$ 38,000
Ono Pharmaceutical Company Ltd \| Minimum \| Candidate 1
Collaboration agreement
Profits and losses sharing percentage						50.00%
Collaborative arrangement potential additional milestones						$ 9,300					$ 1,400
Ono Pharmaceutical Company Ltd \| Minimum \| Candidate 3
Collaboration agreement
Collaborative arrangement potential additional milestones										$ 7,300
Ono Pharmaceutical Company Ltd \| Ono Letter Agreement
Collaboration agreement
Milestone payments														$ 10,000
Ono Pharmaceutical Company Ltd \| Ono Letter Agreement \| Collaborative Arrangement \| Research services
Collaboration agreement
Revenue recognized								5,000
Ono Pharmaceutical Company Ltd \| Ono Letter Agreement \| Sublicense Consideration
Collaboration agreement
Sublicense consideration paid								9,000
Amended MSKCC License [Member]
Collaboration agreement
Income expense in change in fair value of the stock price appreciation milestones								800	2,500
Stock price appreciation milestones potential payments								75,000
Stock price appreciation milestone payable													$ 20,000
Enterprise Value Milestones Liability At Fair Value								$ 500	$ 1,300

Organization and Summary of Significant Accounting Policies - (Details 3) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net Income (Loss)	$ (186,262)	$ (160,928)
Denominator:
Weighted-average common shares outstanding	110,596,272	98,153,852
Weighted-average pre-funded warrants	3,088,905	257,310
Weighted-average common shares used to compute basic net loss per share	113,685,177	98,411,162
Weighted-average common shares used to compute diluted net loss per share	113,685,177	98,411,162
Net loss per share, basic and diluted
Net loss per share, Basic	$ (1.64)	$ (1.64)
Net loss per share, Diluted	$ (1.64)	$ (1.64)

Fair Value Measurements (Details 3) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Changes in fair value of stock price appreciation milestones liability	$ (819)	$ (2,515)
Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at the beginning of the period	1,346	3,861
Changes in fair value of stock price appreciation milestones liability	(819)	(2,515)
Balance at the end of the period	$ 527	$ 1,346

Organization and Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 36,056	$ 41,870
Restricted cash	10,227	15,177
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$ 46,283	$ 57,047	$ 76,560

Organization and Summary of Significant Accounting Policies (Details 2) - Scientific Equipment	Dec. 31, 2024
Minimum
Property and equipment
Estimated useful lives	2 years
Maximum
Property and equipment
Estimated useful lives	5 years

Leases (Additional Information) (Details) $ in Thousands	1 Months Ended	12 Months Ended
Leases (Additional Information) (Details) $ in Thousands	Jan. 31, 2020	Dec. 31, 2024 USD ($)	Oct. 31, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)
Lessee Lease Description [Line Items]
Impairment of Right of Use Asset		$ 1,300
Lessee, operating lease, option to extend		These leases have terms varying from one to approximately sixteen years, with renewal options of up to ten years
Tenant improvements			$ 2,500
Net Rentable Area \| ft²			72,000
Letters of credit outstanding amount		$ 10,200		$ 15,200
Future minimum payments under the operating leases		$ 133,664
Remaining weighted-average lease term		10 years 7 months 6 days
Operating lease liabilities, weighted-average discount rate		8.40%
The Premises 2020 Lease Agreement
Lessee Lease Description [Line Items]
Impairment of Right of Use Asset		$ 1,300
Lessee, operating lease, existence of option to extend	true
Minimum
Lessee Lease Description [Line Items]
Future minimum payments under the operating leases		$ 133,700
Maximum
Lessee Lease Description [Line Items]
Lease term		16 years
Maximum \| The Premises 2020 Lease Agreement
Lessee Lease Description [Line Items]
Renewal term		10 years