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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2025


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

For the transition period from to

Commission file number: 001-42179

Artiva Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     83-3614316

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)

5505 Morehouse Drive, Suite 100

San Diego CA 92121

(858) 267-4467

(Address including zip code, and telephone number including area code, of registrant’s principal executive offices)

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange
on which registered

     Common Stock, par value $0.0001 per share

     ARTV

     The Nasdaq Global Market

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

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

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

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

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

As of July 31, 2025, the registrant had 24,425,762 shares of common stock outstanding.

Artiva Biotherapeutics, Inc.

Table of Contents


	Page
Part I - Financial Information	5

Item 1. Financial Statements (Unaudited)	5

Condensed Balance Sheets	5

Condensed Statements of Operations and Comprehensive Loss	6

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	7

Condensed Statements of Cash Flows	9

Notes to Condensed Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk	37

Item 4. Controls and Procedures	37

Part II - Other Information	38

Item 1. Legal Proceedings	38

Item 1A. Risk Factors	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	96

Item 3. Defaults Upon Senior Securities	97

Item 4. Mine Safety Disclosures	97

Item 5. Other Information	97

Item 6. Exhibits	98

Signatures	99

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding future events, our business strategy, and the plans and objectives of management for future operations, are forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•

the success, cost, timing and potential indications of our product development activities and clinical trials, including the ongoing clinical trials of AlloNK;

•

the timing of our planned Investigational New Drug application (IND) submissions to the United States Food and Drug Administration (FDA) for our product candidates, including AlloNK;

•

the timing of the initiation, enrollment and completion of planned clinical trials;

•

the ability to obtain regulatory approval for our manufacturing facility in San Diego, California and the cost and timing associated therewith;

•

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

•

our ability to obtain funding for our operations, including funding necessary to complete the clinical trials of any of our product candidates, including AlloNK;

•

our plans to research and develop our product candidates, including AlloNK;

•

our ability to attract and retain collaborators with development, regulatory and commercialization expertise;

•

the size of the markets for our product candidates, and our ability to serve those markets;

•

our ability to successfully commercialize our product candidates, including AlloNK;

•

the rate and degree of market acceptance of our product candidates, including AlloNK;

•

our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators;

•

the performance of our third-party suppliers and manufacturers;

•

the success of competing therapies that are or become available;

•

existing regulations and regulatory developments in the United States and other jurisdictions;

•

the implementation of our business model and strategic plans for our business and operations;

•

our ability to attract and retain key scientific or management personnel;

•

the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

•

our expectations regarding the impact of global health pandemics, geopolitical conflicts and economic uncertainty, including tariffs and other trade measures, rising interest rates and inflation on our business and operations, including clinical trials, collaborators, contract research organizations (CROs) and employees;

•

our expectations regarding the period during which we will qualify as an emerging growth company under the Jumpstart Our Business Startups Act (JOBS Act);

•

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

•

other risks and uncertainties, including those described under Part II, Item 1A, “Risk Factors” of this Quarterly Report

These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this Quarterly Report and are subject to risks and uncertainties. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We discuss many of the risks associated with the forward-looking statements in greater detail under the heading “Risk Factors” and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.

We may use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation Fair Disclosure promulgated by the U.S. Securities and Exchange Commission (SEC). These disclosures will be included on our website under the “Investors” section.

SUMMARY OF RISK FACTORS

Below is a summary of the principal risks and uncertainties that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks that we face, follows this summary, and should be carefully considered, together with other information in this Quarterly Report and our other filings with the SEC before making investment decisions regarding our securities. This summary is qualified in its entirety by that more complete discussion of such risks and uncertainties.

The following is a summary of the principal risks and uncertainties described in more detail in this Quarterly Report:

•

We have a limited operating history, have not completed any clinical trials and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict our future success and viability.

•

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

•

Our approach to the development of natural killer (NK) cell-based product candidates is unproven, and we do not know whether we will be able to develop any products of commercial value, or if competing technological approaches will limit the commercial value of our product candidates or render our platform obsolete.

•

Our product candidates are based on novel technologies, which makes it difficult to predict the time and cost of developing product candidates and obtaining regulatory approval for any product candidates that we develop.

•

We are early in our development efforts and are substantially dependent on the success of our lead product candidate, AlloNK, which is in early clinical development. Although we have other product candidates in our pipeline being developed by our partners, all of our other internally developed product candidates are in the preclinical or discovery stage. If we are unable to advance our product candidates in clinical development, obtain regulatory approval and ultimately commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.

•

Current clinical data regarding the efficacy of NK cell therapies against autoimmune diseases are limited, raising uncertainties about the therapeutic benefits of treatments like AlloNK for conditions such as systemic lupus erythematosus (SLE), lupus nephritis (LN), rheumatoid arthritis (RA), Sjögren’s disease, idiopathic inflammatory myopathies, systemic sclerosis, and other autoimmune diseases. Moreover, these therapies may not prove to be competitive compared to existing treatments for autoimmune diseases.

•

Clinical trials are expensive, time-consuming, difficult to design and implement, and have an uncertain outcome. Further, we may encounter substantial delays in our clinical trials.

•

Our product candidates may cause serious adverse events or undesirable side effects or have other properties that may delay or prevent regulatory approval, cause us to suspend or discontinue clinical trials, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any.

•

Enrollment and retention of patients in clinical trials is an expensive and time-consuming process subject to various external factors beyond our control that may cause delays or complications.

•

Results of any patient who receives our product candidate in an investigator initiated trial should not be viewed as representative of how the product candidate will perform in our clinical trials and may not be able to be used to establish safety or efficacy for regulatory approval.

•

The affected populations for our product candidates may be smaller than we or third parties currently project, which may affect the addressable markets for our product candidates.

•

International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.

•

Our collaboration agreements with GC Cell Corporation (GC Cell) and any future collaborations with third parties to develop or commercialize our product candidates, mean that our prospects with respect to the product candidates involved will depend in significant part on the success of those collaborations.

•

The manufacture of cell therapy products is novel, complex and subject to multiple risks. We could experience manufacturing problems, and/or we could be required to or choose to modify our manufacturing processes, which could result in delays in the development or commercialization of our product candidates or otherwise harm our business.

•

We currently rely on GC Cell for the manufacturing of certain of our product candidates. While we have built our own clinical manufacturing facility and may decide to operate our manufacturing facility at commercial-scale, we may encounter delays, quality or other issues if and when we begin to use our manufacturing facility for supply, and will continue to rely on GC Cell at least partially for manufacturing of our product candidates in the near term.

•

Our partial reliance on third parties for manufacturing increases the risk that supply of our product candidates may become limited or interrupted or may not be of satisfactory quality and quantity.

•

We are dependent on third parties to acquire, ship and store our cord blood units, NK cell master cell banks and drug product lots, viral vectors, and master and working feeder cell banks, and any disruption, quality concerns, damage or loss would cause delays in replacement and our business could suffer.

•

Our cell therapy products depend on the availability of reagents and specialized materials and equipment, including cord blood and viral vectors, which in each case are required to be acceptable to the FDA and comparable foreign regulatory authorities, and such reagents, materials, and equipment may not be available to us on acceptable terms or at all. We and our third-party manufacturers rely on third-party suppliers for various components, materials and equipment required for the manufacture of our product candidates, some of which are single-source products, and do not have supply arrangements for certain of these components.

•

We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

•

We depend substantially on intellectual property rights granted under our agreements with GC Cell. If we lose our existing licenses or are unable to acquire or license additional proprietary rights from third parties, we may not be able to continue developing our product candidates.

•

We will need to expand our organization, and we may experience significant challenges in managing this growth as we build our capabilities, which could disrupt our operations.

•

Our future success depends on our ability to retain our key personnel and to attract, retain and motivate qualified personnel.

Part I - Financial Information

Item 1. Financial Statements

ARTIVA BIOTHERAPEUTICS, INC.

Condensed Balance Sheets

(Unaudited)

(in thousands, except share and par value data)


	AS OF
	JUNE 30, 2025			DECEMBER 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	28,468		$	40,235
Short-term investments		113,897			145,193
Other receivables (including related party amounts of $30 and $0, respectively)		30			146
Prepaid expenses and other current assets		6,671			3,057
Total current assets		149,066			188,631
Restricted cash		461			258
Property and equipment, net		6,886			6,370
Operating lease right-of-use assets		12,709			13,794
Financing lease right-of-use asset		231			261
Other long-term assets		38			267
Total assets	$	169,391		$	209,581
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable (including related party amounts of $5 and $276, respectively)	$	1,215		$	1,121
Accrued expenses (including related party amounts of $0 and $713, respectively)		5,838			7,392
Current portion of operating lease liabilities		3,536			3,618
Current portion of financing lease liability		106			122
Other current liabilities		73			—
Total current liabilities		10,768			12,253
Operating lease liabilities, net of current portion		9,582			10,570
Financing lease liability, net of current portion		—			44
Other non-current liabilities		—			73
Total liabilities		20,350			22,940
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized at June 30, 2025 and December 31, 2024; zero shares issued and outstanding as of June 30, 2025 and December 31, 2024		—			—
Common stock, $0.0001 par value; 700,000,000 shares authorized at June 30, 2025 and December 31, 2024; 24,393,524 and 24,291,607 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		3			3
Additional paid-in capital		437,285			433,451
Accumulated other comprehensive income (loss)		2			(129	)
Accumulated deficit		(288,249	)		(246,684	)
Total stockholders’ equity		149,041			186,641
Total liabilities and stockholders’ equity	$	169,391		$	209,581

See accompanying notes to condensed financial statements

ARTIVA BIOTHERAPEUTICS, INC.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share data)


	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2025			2024			2025			2024
License and development support revenue (including related party amounts of $0, $0, $0 and $251, respectively)	$	—		$	—		$	—		$	251
Operating expenses:
Research and development (including related party amounts of $27, $1,172, $50 and $1,459, respectively)		17,861			12,333			34,914			23,488
General and administrative		4,949			3,857			10,068			7,444
Total operating expenses		22,810			16,190			44,982			30,932
Loss from operations		(22,810	)		(16,190	)		(44,982	)		(30,681	)
Other income (expense), net:
Interest income		1,561			676			3,425			1,326
Change in fair value of SAFEs (including related party amounts of $0, $1,895, $0 and $2,112, respectively)		—			(2,352	)		—			(2,620	)
Other (expense) income, net		(5	)		23			(8	)		169
Total other income (expense), net		1,556			(1,653	)		3,417			(1,125	)
Net loss	$	(21,254	)	$	(17,843	)	$	(41,565	)	$	(31,806	)
Net loss per share, basic and diluted:	$	(0.87	)	$	(22.00	)	$	(1.71	)	$	(39.24	)
Weighted-average common shares outstanding, basic and diluted		24,378,823			811,210			24,360,502			810,484
Comprehensive loss:
Net loss	$	(21,254	)	$	(17,843	)	$	(41,565	)	$	(31,806	)
Other comprehensive income (loss):
Unrealized gain (loss) on investments, net		2			(86	)		131			(187	)
Comprehensive loss	$	(21,252	)	$	(17,929	)	$	(41,434	)	$	(31,993	)

See accompanying notes to condensed financial statements

ARTIVA BIOTHERAPEUTICS, INC.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

(in thousands, except share data)


	SERIES A CONVERTIBLE PREFERRED STOCK				SERIES B CONVERTIBLE PREFERRED STOCK				COMMON STOCK				ADDITIONAL PAID-IN			ACCUMULATED OTHER COMPREHENSIVE			ACCUMULATED			TOTAL STOCKHOLDERS’
	SHARES		AMOUNT		SHARES		AMOUNT		SHARES		AMOUNT		CAPITAL			GAIN (LOSS)			DEFICIT			EQUITY (DEFICIT)
Balance at December 31, 2023		3,673,148	$	96,767		2,487,237	$	119,646		809,758	$	—	$	18,988		$	308		$	(181,311	)	$	(162,015	)
Stock-based compensation expense		—		—		—		—		—		—		1,406			—			—			1,406
Unrealized loss on investments		—		—		—		—		—		—		—			(101	)		—			(101	)
Net loss		—		—		—		—		—		—		—			—			(13,963	)		(13,963	)
Balance at March 31, 2024		3,673,148	$	96,767		2,487,237	$	119,646		809,758	$	—	$	20,394		$	207		$	(195,274	)	$	(174,673	)
Exercise of stock options		—		—		—		—		4,444		—		22			—			—			22
Stock-based compensation expense		—		—		—		—		—		—		1,483			—			—			1,483
Unrealized loss on investments		—		—		—		—		—		—		—			(86	)		—			(86	)
Net loss		—		—		—		—		—		—		—			—			(17,843	)		(17,843	)
Balance at June 30, 2024		3,673,148	$	96,767		2,487,237	$	119,646		814,202	$	—	$	21,899		$	121		$	(213,117	)	$	(191,097	)

Balance at December 31, 2024		—	$	—		—	$	—		24,291,607	$	3	$	433,451		$	(129	)	$	(246,684	)	$	186,641
Exercise of stock options		—		—		—		—		26,834		—		138			—			—			138
ESPP shares issued		—		—		—		—		22,164		—		134			—			—			134
Issuance of common stock in connection with restricted stock units		—		—		—		—		22,514		—		—			—			—			—
Stock-based compensation expense		—		—		—		—		—		—		2,052			—			—			2,052
Unrealized gain on investments, net		—		—		—		—		—		—		—			129			—			129
Net loss		—		—		—		—		—		—		—			—			(20,311	)		(20,311	)
Balance at March 31, 2025		—	$	—		—	$	—		24,363,119	$	3	$	435,775		$	—		$	(266,995	)	$	168,783
Issuance of common stock in connection with restricted stock units, net		—		—		—		—		30,405		—		(39	)		—			—			(39	)
Stock-based compensation expense		—		—		—		—		—		—		1,549			—			—			1,549
Unrealized gain on investments, net		—		—		—		—		—		—		—			2			—			2
Net loss		—		—		—		—		—		—		—			—			(21,254	)		(21,254	)
Balance at June 30, 2025		—	$	—		—	$	—		24,393,524	$	3	$	437,285		$	2		$	(288,249	)	$	149,041

See accompanying notes to condensed financial statements

ARTIVA BIOTHERAPEUTICS, INC.

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)


	SIX MONTHS ENDED JUNE 30,
	2025			2024
Operating activities:
Net loss	$	(41,565	)	$	(31,806	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		1,269			1,190
Stock-based compensation		3,601			2,889
Change in fair value of SAFEs (including related party amounts of $0 and $2,112, respectively)		—			2,620
Accretion of discounts and amortization of premiums on investments, net		(1,232	)		(641	)
Changes in operating assets and liabilities:
Accounts receivable		—			465
Other receivables (including related party amounts of $(30) and $(93), respectively)		116			(168	)
Prepaid expenses and other current assets		(3,614	)		(640	)
Other long-term assets		229			62
Accounts payable (including related party amounts of $(271) and $24, respectively)		(168	)		(103	)
Accrued expenses (including related party amounts of $(715) and $(1,302), respectively)		(1,481	)		(2,769	)
Operating lease right-of-use asset and lease liabilities, net		21			130
Net cash used in operating activities		(42,824	)		(28,771	)
Investing activities:
Purchases of property and equipment		(1,566	)		(482	)
Purchases of investments		(24,591	)		(18,387	)
Maturities of investments		57,250			30,000
Net cash provided by investing activities		31,093			11,131
Financing activities:
Proceeds from exercise of stock options		138			22
Proceeds from purchase of ESPP shares		134			—
Payments to taxing authorities related to net-settlement of vested restricted stock units		(39	)		—
Payments on finance leases		(66	)		(78	)
Cash paid in connection with deferred offering costs		—			(1,560	)
Net cash provided by (used in) financing activities		167			(1,616	)
Net decrease in cash, cash equivalents and restricted cash		(11,564	)		(19,256	)
Cash, cash equivalents and restricted cash at beginning of period		40,493			53,762
Cash, cash equivalents and restricted cash at end of period	$	28,929		$	34,506
Reconciliation of cash, cash equivalents and restricted cash to the balance sheet:
Cash and cash equivalents	$	28,468		$	34,248
Restricted cash		461			258
Total cash, cash equivalents and restricted cash	$	28,929		$	34,506
Supplemental disclosures of noncash activities:
Right-of-use asset obtained in exchange for new operating lease liability	$	442		$	—
Property and equipment purchases in accounts payable and accrued expenses	$	283		$	33
Deferred offering costs in accounts payable and accrued expenses	$	—		$	1,280
Non-cash additions to financing leases	$	—		$	241

See accompanying notes to condensed financial statements

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Organization, Liquidity and Basis of Presentation

Organization

Artiva Biotherapeutics, Inc. (the “Company”) was incorporated in the State of Delaware on February 14, 2019. The Company is a biopharmaceutical company focused on developing off-the shelf, allogeneic, NK cell-based therapies that are effective, safe and accessible for patients with devastating autoimmune diseases and cancers.

From its inception to June 30, 2025, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital, establishing and engaging in collaborations, performing research and development, advancing and scaling up product candidate manufacturing, establishing cold chain delivery logistics, establishing and protecting its intellectual property portfolio, and providing general and administrative support for these activities.

Reverse Stock Split

On July 12, 2024, the Company effected a 1-for-4.386 reverse stock split of its common stock and convertible preferred stock. The par value and the authorized shares of the common stock and convertible preferred stock were not adjusted as a result of the reverse stock split. These accompanying condensed financial statements and notes to the condensed financial statements give retroactive effect to the reverse stock split for all periods presented.

Initial Public Offering

On July 22, 2024, the Company completed its Initial Public Offering (the “IPO”), pursuant to which it issued and sold 13,920,000 shares of common stock at a public offering price of $12.00 per share. The aggregate gross proceeds of the IPO were $167.0 million before underwriter discounts and commissions, fees, and expenses of $15.9 million, for net proceeds from the IPO of $151.1 million. On July 25, 2024, the underwriters partially exercised their 30-day option and purchased an additional 1,000,000 shares of the Company’s common stock at the IPO price, upon which the Company received additional gross proceeds of $12.0 million before commissions of $0.8 million, for net proceeds of approximately $11.2 million. The aggregate net proceeds of the IPO was $162.3 million (the “IPO Proceeds”). All underwriter discounts and commissions, fees, and expenses, including deferred offering costs have been charged to additional paid-in capital as recorded against the gross proceeds.

Liquidity

The Company has incurred net losses and negative cash flows from operations since inception, has a significant accumulated deficit and expects to continue to incur net losses for the foreseeable future. The Company has never generated any revenue from product sales and does not expect to generate any revenues from product sales unless and until it successfully completes development of and obtains regulatory approval for its product candidates, which will not be for several years, if ever. The Company has an accumulated deficit of $288.2 million as of June 30, 2025. During the six months ended June 30, 2025, the Company used $42.8 million of cash for operating activities. As of June 30, 2025, the Company has $142.4 million in cash, cash equivalents and investments. From inception through June 30, 2025, the Company has raised aggregate gross proceeds of $401.7 million to fund operations, comprised primarily of proceeds received from the IPO, including proceeds from the underwriters’ partial exercise of their purchase option, issuances of convertible promissory notes, simple agreements for future equity (“SAFEs”) and private placements of convertible preferred stock. Since inception through June 30, 2025, the Company has also received $39.9 million in upfront and reimbursable research service payments from Merck Sharp & Dohme Corp. (“Merck”). The Company believes its existing cash, cash equivalents and investments will be sufficient to fund planned operations for at least one year from the issuance of these financial statements.

If the Company is unable to obtain additional funding before achieving sufficient profitability and positive cash flows from operations, if ever, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue plans to obtain additional funding before achieving sufficient profitability and positive cash flows from operations, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to rules and regulations of the Securities and Exchange Commission

(“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The unaudited condensed balance sheet as of June 30, 2025, has been derived from the financial statements as of that date but does not include all disclosures required by GAAP for complete financial statements. As all of the disclosures required by GAAP for complete financial statements are not included herein, these condensed financial statements and the notes accompanying herein should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the SEC on March 24, 2025. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited financial statements as of and for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the SEC on March 24, 2025. Since the date of those financial statements, there have been no changes to its significant accounting policies, except where noted below.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Accounting estimates and management judgments reflected in the condensed financial statements include: revenue recognized, the accrual of research and development expenses, common stock, stock-based compensation, SAFEs and operating lease liabilities. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

Segment Reporting

The Company’s chief operating decision maker ("CODM") is the Chief Executive Officer. The Company has determined that it operates in one operating segment as it only reports operating results on an aggregate basis to the CODM. See Note 11 – “Segment Information” for further information.

Investments

The Company holds investments in commercial paper, government and government agency bonds, and corporate bonds. The Company has classified its investment securities as current assets in the condensed balance sheets because these are considered highly liquid securities and are available for use in current operations. All investments are accounted for as available-for-sale because these investment securities are considered available for use in operations. The Company carries these securities at fair value and reports unrealized gains and losses as a separate component of accumulated other comprehensive income. The cost of debt securities is adjusted for amortization of purchase premiums and accretion of discounts to maturity. Such amortization and accretion are included in other income, net in the condensed statements of operations and comprehensive loss. Realized gains and losses on sales of securities are determined using the specific identification method and recorded in other income, net in the condensed statements of operations and comprehensive loss.

As of June 30, 2025, and December 31, 2024, accrued interest receivables on investments were $1.0 million and $0.9 million, respectively, and are included in prepaid expenses and other current assets in the condensed balance sheets. The Company does not measure an allowance for credit losses for accrued interest receivables. For the purposes of identifying and measuring an impairment, accrued interest is excluded from both the fair value and amortized cost basis of the investment. Uncollectible accrued interest receivables associated with an impaired debt security are reversed against interest income upon identification of the impairment. No accrued interest receivables were written off during the three and six months ended June 30, 2025 and 2024.

Restricted Cash

Restricted cash is comprised of cash that is restricted as to withdrawal or use under the terms of certain contractual agreements. Restricted cash as of June 30, 2025, and December 31, 2024, was $0.5 million and $0.3 million, respectively, consisting of collateral for letters of credit related to the Company’s lease agreements and funds to support the Company's cash secured credit card program, and is included in non-current assets in the condensed balance sheets.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common stock outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include shares of its convertible preferred stock, as well as outstanding stock options and restricted stock units under the Company’s equity incentive plan and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive:


	AS OF JUNE 30, 2025		AS OF JUNE 30, 2024
Convertible preferred stock		—		6,160,385
Unvested restricted stock units		1,447,252		22,514
Options to purchase common stock		2,349,983		1,803,867
SAFEs (1)		—		—
Total		3,797,235		7,986,766

(1) The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as of June 30, 2024, as the number of dilutive shares was based on a conversion ratio associated with the pricing of a future financing or liquidation event. Therefore, the contingently convertible SAFEs’ conversion ratio, and the resulting number of dilutive shares, was not determinable until the contingency was resolved. In connection with the closing of the IPO, the Company’s outstanding convertible SAFE shares automatically converted into 2,391,418 shares of common stock.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 was issued to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and redeemable convertible preferred stock and improves the disclosures for convertible instruments and related earnings per share guidance. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related earnings per share guidance. For public entities that qualify as a filer with the Securities and Exchange Commission, excluding entities eligible to be smaller reporting companies, ASU 2020-06 is effective for fiscal annual periods beginning after December 15, 2021, including interim periods within those fiscal years. For nonpublic entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. ASU 2020-06 must be adopted as of the beginning of a Company’s annual fiscal year. The Company adopted this standard on January 1, 2024, and the adoption of the standard did not have a material impact on its financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The update requires entities to disclose their significant segment expense categories and amounts for each reportable segment. Significance is assessed using both quantitative and qualitative factors depending on the facts and circumstances. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company adopted this standard for the fiscal year 2024 annual financial statements and interim financial statements thereafter and has applied this standard retrospectively for all prior periods presented in the financial statements. See Note 11 – Segment Information for further information.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The update requires enhanced disclosures on income taxes paid, adds disaggregation of continuing operations before income taxes between foreign and domestic earnings and defines specific categories for the reconciliation of jurisdictional tax rate to effective tax rate. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, and can be applied on a prospective basis. The Company is currently evaluating the impact that this standard will have on the related disclosures in its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The guidance is applied on a prospective basis, with a retrospective option, and early adoption is permitted. The Company is are currently evaluating the impact of adoption of this standard on our financial statements and disclosures.

3. Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates their respective levels within the fair value hierarchy (in thousands):


		AS OF JUNE 30, 2025
	CLASSIFICATION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets
Money market funds	Cash and cash equivalents	$	24,801	$	24,801	$	—	$	—
Commercial paper	Short-term investments		20,659		—		20,659		—
Government and government agency bonds	Short-term investments		62,214		—		62,214		—
Corporate bonds	Short-term investments		31,024		—		31,024		—
Total assets		$	138,698	$	24,801	$	113,897	$	—


		AS OF DECEMBER 31, 2024
	CLASSIFICATION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets
Money market funds	Cash and cash equivalents	$	31,553	$	31,553	$	—	$	—
Government bonds	Cash and cash equivalents		6,574		—		6,574		—
Commercial paper	Short-term investments		64,855		—		64,855		—
Government and government agency bonds	Short-term investments		59,458		—		59,458		—
Corporate bonds	Short-term investments		20,880		—		20,880		—
Total assets		$	183,320	$	31,553	$	151,767	$	—

The carrying amounts of all cash and cash equivalents, accounts receivable, other receivables, prepaid and other current assets, accounts payable, and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments.

Short-Term Investments

The Company’s assets with a fair value categorized as Level 2 within the fair value hierarchy consist of commercial paper, government and government agency bonds, and corporate bonds. These assets have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable.

Simple Agreements for Future Equity

The estimated fair value of the SAFEs is determined based on the aggregated, probability-weighted average of the outcomes of certain scenarios, including: (i) equity financing, with conversion of the SAFEs into a number of shares of convertible preferred stock at the lower of the post-money valuation cap price of $48.25 and the discount price (the lowest price of the standard convertible preferred stock sold in the equity financing multiplied by the specified discount rate of 85%); (ii) liquidity event (change of control, direct listing, or an initial public offering,) with mandatory conversion to common stock at the lower of post-money valuation cap price of $48.25 and discount price (price of the common stock multiplied by the discount rate of 85%); and (iii) dissolution event, with SAFE holders automatically entitled to receive cash payments equal to the purchase amount, prior to and in preference to any distribution of any assets or surplus funds to the holders of convertible preferred and common stock. On May 29, 2024, the Company

executed an amendment to the SAFEs (the “SAFE Amendment”). The SAFE Amendment amended the definition of liquidity event to exclude an initial public offering and amended the definition of the discount price under an initial public offering to the lower of (a) the price per share of common stock sold to the public by the underwriters in the initial public offering multiplied by the discount rate of 85% or (b) the post-money valuation cap price of $48.25. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the SAFEs are outstanding, in each case based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate debt that the Company believes is appropriate for those probability-adjusted cash flows.

Fair value measurements associated with SAFEs were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases and decreases in the fair value of the SAFEs can result from updates to assumptions such as expected timing and probability of a qualified financing event, or changes in discount rates, among other assumptions. Based on management’s assessment of the valuation of the SAFEs, performed by the Company’s third-party valuation specialists, none of the changes in the fair value of those instruments were due to changes in the Company’s own credit risk for the reporting periods presented. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value, and the change in fair value of SAFEs and the results of operations in any given period.

In connection with the closing of the IPO on July 22, 2024, the Company’s outstanding convertible SAFE shares automatically converted into 2,391,418 shares of common stock.

4. Cash, Cash Equivalents and Short-Term Investments

It is the Company’s policy to mitigate credit risk in its financial assets by maintaining a well-diversified portfolio that limits the amount of exposure as to maturity and investment type.

The following table summarizes the Company’s cash, cash equivalents and short-term investments (in thousands):


	AS OF JUNE 30, 2025
	CLASSIFICATION	MATURITY	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES			FAIR MARKET VALUE
Cash and money market funds	Cash and cash equivalents	Less than three months	$	28,468	$	—	$	—		$	28,468
Commercial paper	Short-term investments	1 year or less		20,670		—		(11	)		20,659
Government and government agency bonds	Short-term investments	1 year or less		45,780		9		(12	)		45,777
Corporate bonds	Short-term investments	1 year or less		19,033		1		(3	)		19,031
Government and government agency bonds	Short-term investments	Greater than 1 year		16,436		17		(16	)		16,437
Corporate bonds	Short-term investments	Greater than 1 year		11,976		26		(9	)		11,993
Total cash, cash equivalents and short-term investments			$	142,363	$	53	$	(51	)	$	142,365


	AS OF DECEMBER 31, 2024
	CLASSIFICATION	MATURITY	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES			FAIR MARKET VALUE
Cash and money market funds	Cash and cash equivalents	Less than three months	$	33,661	$	—	$	—		$	33,661
Government bonds	Cash and cash equivalents	Less than three months		6,572		2		—			6,574
Commercial paper	Short-term investments	1 year or less		64,840		30		(15	)		64,855
Government and government agency bonds	Short-term investments	1 year or less		17,422		7		(1	)		17,428
Corporate bonds	Short-term investments	1 year or less		15,539		—		(9	)		15,530
Government and government agency bonds	Short-term investments	Greater than 1 year		42,157		1		(128	)		42,030
Corporate bonds	Short-term investments	Greater than 1 year		5,366		9		(25	)		5,350
Total cash, cash equivalents and short-term investments			$	185,557	$	49	$	(178	)	$	185,428

At June 30, 2025, the Company had 18 securities with contractual maturities of one year or less and 6 securities with contractual maturities greater than one year in an unrealized loss position, all of which have been in an unrealized loss position for less than 12 months. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis. As of June 30, 2025, no allowance for credit losses was recorded.

5. Property and Equipment, Net

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


	AS OF
	JUNE 30, 2025			DECEMBER 31, 2024
Lab equipment	$	11,702		$	10,395
Furniture and fixtures		908			871
Computers and software		684			617
Leasehold improvements		754			410
		14,048			12,293
Less accumulated depreciation		(7,162	)		(5,923	)
Total property and equipment, net	$	6,886		$	6,370

The Company recognized $0.6 million and $1.2 million in depreciation expense for the three and six months ended June 30, 2025, respectively, and $0.6 million and $1.2 million in depreciation expense for the three and six months ended June 30, 2024, respectively.

6. Accrued Expenses

Accrued expenses consist of the following (in thousands):


	AS OF
	JUNE 30, 2025		DECEMBER 31, 2024
Accrued research and development expenses	$	894	$	1,472
Accrued payroll and other employee benefits		3,650		4,831
Accrued purchases		297		315
Other accrued expenses		997		774
Total accrued expenses	$	5,838	$	7,392

7. Collaboration and License Agreements

The Company has entered into several agreements with GC Cell and related entities concerning its NK cell therapy platform and manufacturing of its core products, as described below.

Option and License Agreement with GC Cell

In September 2019, the Company entered into an option and license agreement with GC Cell, formerly Green Cross Cell Corporation, as amended in June 2020 and February 2022 (the “Core Agreement”). Under the Core Agreement, GC Cell granted the Company an exclusive, royalty-bearing license, with the right to sublicense through multiple tiers, under certain intellectual property and technology owned or controlled by GC Cell relating to non-genetically modified and genetically modified NK cells, and culturing, engineering, manufacturing thereof, to research, develop, manufacture, and commercialize NK cell pharmaceutical products anywhere in the world except for Asia, Australia, and New Zealand (the “Artiva Territory”). GC Cell retained rights under the license to allow it and its affiliates to perform obligations under the Core Agreement and other agreements between the Company and them.

Under the Core Agreement, GC Cell agreed to conduct a discovery, research, preclinical development, and manufacturing program under a plan approved by a Joint Steering Committee (the “JSC”), to generate and identify product candidates for nomination as option candidates. GC Cell will bear all costs for its work under the R&D Plan (as defined in the Core Agreement), except that the Company will bear all costs for completing IND-enabling activities performed by GC Cell on behalf of the Company, other than certain efficacy studies.

For each product candidate determined by the JSC to be an option candidate, the Company has an exclusive option under the Core Agreement to obtain an exclusive, sublicensable license to research, develop, manufacture and commercialize such candidate in the Artiva Territory for any therapeutic, prophylactic or diagnostic uses in humans, on economic terms to be determined in good faith by the parties. GC Cell retains exclusive rights to the licensed technology in Asia, Australia, and New Zealand, though the Company has the right to request, and GC Cell has agreed to consider in good faith, inclusion of Australia, New Zealand, and/or specific countries in Asia in the Artiva Territory on a product-by-product basis. If the Company elects not to exercise the option with respect to a particular option candidate, GC Cell retains the right to continue development of such candidate. As of June 30, 2025, the Company has exercised its rights to license four option candidates, AB-101 (AlloNK), AB-201, AB-202, and AB-205, as described below.

The Company has control over and will bear the costs of the development, regulatory, manufacturing, and commercialization activities relating to the option candidates for which it has exercised its option, each a licensed product. Accordingly, the Company has certain diligence obligations and must use commercially reasonable efforts to develop and seek regulatory approval for each licensed product in at least one indication in the United States and the European Union, and following regulatory approval in a country, to commercialize such licensed product in at least one indication in such country. The Core Agreement provides that the Company has the right to engage GC Cell or its appropriate affiliate to provide research and manufacturing services for the licensed products being developed by the Company in the Artiva Territory under separately executed service agreements.

Under the Core Agreement, the Company is obligated to pay a low single-digit percentage royalty on net sales of any licensed products, the manufacture, use or sale of which is claimed by or uses certain core GC Cell intellectual property (Core IP). The royalty rate is subject to reduction under certain scenarios, and royalties are payable on a product-by-product and country-by-country basis, beginning with the first commercial sale of a licensed product and continuing until the later of: (i) expiration of the last-to-expire claim of the licensed patents and jointly owned patents in the country of sale; (ii) expiration of any regulatory exclusivity for a licensed product in that country; and (iii) the tenth anniversary of the first commercial sale of a licensed product in that country. The Company also has the exclusive option to extend its license to the Core IP to be worldwide with respect to products originated from the Company in exchange for a specified increase in the applicable royalty. GC Cell is also obligated to pay the Company a royalty at a rate equal to 50% of the royalty payable by the Company for such product in the Artiva Territory on net sales outside the Artiva Territory of any licensed product, the manufacture, use or sale of which is claimed by or uses any jointly owned intellectual property. As of June 30, 2025, the Company has not recognized any net sales royalties under the Core Agreement.

AB-101 Selected Product License Agreement

In November 2019, the Company entered into a license agreement with GC Cell for its AB-101 product candidate, as amended in February 2022 (the “AB-101 Agreement”). AB-101 is the first product for which the Company exercised its option under the Core Agreement. Under the AB-101 Agreement, GC Cell granted the Company an exclusive, royalty-bearing license in the Artiva Territory, with the right to sublicense through multiple tiers, under certain intellectual property and technology owned or controlled by GC Cell, to research, develop, manufacture, and commercialize AB-101.

Under the AB-101 Agreement, the Company is obligated to pay tiered royalties in the low-mid to high single-digit percentage range on annual net sales of any licensed AB-101 products. The royalty rate is subject to reduction under certain scenarios, and royalties are payable on a product-by-product and country-by-country basis, beginning with the first commercial sale of a licensed AB-101 product and continuing until the later of: (i) expiration of the last-to-expire claim of the licensed patents and jointly owned patents in the country of sale; (ii) expiration of any regulatory exclusivity for a licensed product in that country; and (iii) the tenth anniversary of the first commercial sale of a licensed product in that country. The Company is also obligated to make milestone payments to GC Cell of: (1) up to $22.0 million upon the first achievement of certain development milestones; and (2) up to $55.0 million upon the first achievement of certain sales milestones. GC Cell is also obligated to pay the Company a royalty at a rate equal to 50% of the royalty payable by the Company for such product in the Artiva Territory on net sales outside the Artiva Territory of any licensed AB-101 product, the manufacture, use or sale of which is claimed by or uses any jointly owned intellectual property. As of June 30, 2025, the Company has not recognized any net sales royalties or milestones under the AB-101 Agreement.

AB-201 Selected Product License Agreement

In October 2020, the Company entered into a license agreement with GC Cell for its AB-201 product candidate, as amended in February 2022 (the “AB-201 Agreement”). AB-201 is the second product for which the Company exercised its option under the Core Agreement. Under the AB-201 Agreement, GC Cell granted the Company an exclusive, royalty-bearing license in the Artiva Territory, with the right to sublicense through multiple tiers, under certain intellectual property and technology owned or controlled by GC Cell, to research, develop, manufacture, and commercialize AB-201.

Under the AB-201 Agreement, the Company is obligated to pay tiered royalties in the mid to high single-digit percentage range on annual net sales of any licensed AB-201 products. The royalty rate is subject to reduction under certain scenarios, and royalties are payable on a product-by-product and country-by-country basis, beginning with the first commercial sale of a licensed AB-201 product and continuing until the later of: (i) expiration of the last-to-expire claim of the licensed patents and jointly owned patents in the country of sale; (ii) expiration of any regulatory exclusivity for a licensed product in that country; and (iii) the tenth anniversary of the first commercial sale of a licensed product in that country. The Company is also obligated to make milestone payments to GC Cell of: (1) up to $25.0 million upon the first achievement of certain development milestones; and (2) up to $55.0 million upon the first achievement of certain sales milestones. GC Cell is also obligated to pay the Company a royalty at a rate equal to 50% of the royalty payable by the Company for such product in the Artiva Territory on net sales outside the Artiva Territory of any licensed AB-201 product, the manufacture, use or sale of which is claimed by or uses any jointly owned intellectual property.

In September 2023, the Company entered into an amendment to the AB-201 Agreement (the “Amended AB-201 Agreement”). This amendment granted back to GC Cell an exclusive, royalty and milestone bearing license to all information and patents controlled by the Company that relate specifically to the research, development, manufacture and use of AB-201, to be used outside of the Artiva Territory. Under the Amended AB-201 Agreement, the Company will receive tiered royalties in the low single-digit percentage range on annual GC Cell net sales of AB-201 outside of the Artiva Territory. The royalties are payable on a product-by-product and country-by-country basis, beginning with the first commercial sale of AB-201 outside of the Artiva Territory and continuing until the later of: (i) expiration of the last-to-expire claim of the licensed patents in the country of sale; (ii) expiration of any regulatory exclusivity for a licensed product in that country; and (iii) the tenth anniversary of the first commercial sale of a licensed product in that country. The Company will also receive milestone payments upon achievement of certain development milestones, totaling $1.8 million. In December 2023, GC Cell achieved the first regulatory milestone under the Amended AB-201 Agreement for first IND acceptance for AB-201 outside the Artiva Territory.

During the three and six months ended June 30, 2025, no license and development support-related revenue was recognized. The Company recognized zero and $0.3 million of license and development support-related revenue during the three and six months ended June 30, 2024, respectively, in the condensed statements of operations and comprehensive loss, related to development support activities under the Amended AB-201 Agreement. As of June 30, 2025, and December 31, 2024, there were no accounts receivable related to the Amended AB-201 Agreement.

AB-205 Selected Product License Agreement

In December 2022, the Company entered into a license agreement with GC Cell for its AB-205 product candidate (the “AB-205 Agreement”). AB-205 is the fourth product for which the Company exercised its option under the Core Agreement. Under the AB-205 Agreement, GC Cell granted the Company an exclusive, royalty-bearing license in the Artiva Territory, with the right to sublicense through multiple tiers, under certain intellectual property and technology owned or controlled by GC Cell, to research, develop, manufacture, and commercialize AB-205.

Under the AB-205 Agreement, the Company is also obligated to pay tiered royalties in the mid to high single-digit percentage range on annual net sales of any licensed AB-205 products. The royalty rate is subject to reduction under certain scenarios, and royalties are payable on a product-by-product and country-by-country basis, beginning with the first commercial sale of a licensed AB-205 product and continuing until the later of: (i) expiration of the last-to-expire claim of the licensed patents and jointly owned patents in the country of sale; (ii) expiration of any regulatory exclusivity for a licensed product in that country; and (iii) the tenth anniversary of the first commercial sale of a licensed product in that country. Upon election by the Company to proceed with clinical development of AB-205 (prior to which the Company may not make, use or sell AB-205 for clinical development purposes), the Company is obligated to pay a one-time payment of $2.5 million to GC Cell. Thereafter, the Company is also obligated to make milestone payments to GC Cell of: (i) up to $29.5 million upon the first achievement of certain development milestones, excluding any payments for the Development Cost Share as defined in the AB-205 Agreement; and (ii) up to $28.0 million upon the first achievement of certain sales milestones. As of June 30, 2025, the Company has not recognized any net sales royalties or milestones under the AB-205 Agreement.

In connection with the AB-205 License Agreement, the Company did not recognize any expense reimbursements for development costs invoiced to GC Cell for the three and six months ended June 30, 2025. The Company recognized zero and $0.1 million of expense reimbursements for development costs invoiced to GC Cell for the three and six months ended June 30, 2024, respectively. The Company did not receive any payments from GC Cell during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, and December 31, 2024, the Company had no receivables from GC Cell recorded in the balance sheets in relation to the AB-205 Agreement.

Research Services Agreement with GC Cell

As contemplated by the Core Agreement, in August 2020 the Company entered into the GC Cell Research Services Agreement, as amended in February 2022, under which GC Cell agreed to provide research services in support of the research and development of one or more of the products the Company has licensed from GC Cell.

The agreement provides that the parties will agree to specific projects as work orders under the GC Cell Research Services Agreement. Each work order shall set forth, upon terms mutually agreeable to GC Cell and the Company, the specific services to be performed by GC Cell, the timeline and schedule for the performance of the services, and the compensation to be paid by the Company to GC Cell for the provision of such services, as well as any other relevant terms and conditions (see Note 9).

Master Manufacturing Agreement with GC Cell

In March 2020, the Company entered into a Master Agreement for Manufacturing Services (the “Manufacturing Agreement”) with GC Cell, under which GC Cell agreed to manufacture specified products under individual work orders for use in the Company’s Phase 1 and Phase 2 clinical trials. Each work order will contain an estimated budget of service fees and out-of-pocket costs to be incurred in the performance of services under the agreement and the work order, as well as additional terms and conditions relating to the estimated budget. The Company will own all results and data generated by GC Cell under the Manufacturing Agreement (see Note 9).

Affimed Collaboration Agreement

On November 1, 2022, the Company entered into a strategic collaboration agreement with Affimed GmbH, a subsidiary of Affimed N.V. (“Affimed”) for the clinical development and commercialization of a combination therapy, for any uses in humans or animals, comprising Affimed’s product consisting of an innate cell engager referred to as “AFM13” and the Company’s product containing an NK cell referred to as AB-101 (the “Affimed Collaboration Agreement”). While the collaboration is initially limited to the United States, the parties will, upon Affimed’s request, in good faith discuss an expansion to certain other territories.

The Company has granted Affimed, with respect to the development of the combination therapy an exclusive, and with respect to the promotion of the combination therapy under the Affimed Collaboration Agreement a non-exclusive, non-transferable (except to affiliates and successors in interest), royalty-free and non-sublicensable (with certain exceptions) license under relevant Company patents and know-how. Affimed has granted the Company a non-exclusive, non-transferable (except to affiliates and successors in interest), royalty-free license and non-sublicensable (with certain exceptions) license under relevant Affimed patents and know-how for use in the clinical development of the combination therapy under the Affimed Collaboration Agreement.

The financial terms of the Affimed Collaboration Agreement provides that Affimed shall be responsible for all costs associated with the development of the combination therapy (including all clinical trial costs), except that Affimed and the Company shall each bear 50% of the costs and expenses incurred in connection with the performance of any confirmatory combination therapy clinical trial required by the FDA. The Company shall be solely responsible for all costs incurred by the Company for the supply of AB-101 and IL-2 product used in the clinical trials for the combination therapy, and for carrying out activities assigned to it under the agreed development plan. In addition, under the Affimed Collaboration Agreement, the parties agree to make payments to each other to achieve a proportion of 67%/33% (Affimed/Company) of revenues generated by both parties from commercial sales of each party’s product as part of the combination therapy.

In connection with the Affimed Collaboration Agreement, the Company incurred $17 thousand and $37 thousand of expense during the three and six months ended June 30, 2025, respectively, and zero and $0.1 million of expense during the three and six months ended June 30, 2024, respectively.

In May 2025, Affimed filed for insolvency and in July 2025, the Company terminated the Affimed Collaboration Agreement. There were no fees payable or receivable due to termination.

8. Convertible Preferred Stock and Stockholders’ Equity

Stockholders’ Equity

Under the Amended and Restated Certificate of Incorporation dated July 22, 2024, the Company had a total of 710,000,000 shares of capital stock authorized for issuance, consisting of 700,000,000 shares of common stock, par value of $0.0001 per share, and 10,000,000 shares of preferred stock, par value of $0.0001 per share. Additionally, the Company has authorized 84,556 shares reserved under the terms specified as part of the Company’s Pledge 1% Movement commitment, in support of its corporate social responsibility and philanthropic pursuits.

Convertible Preferred Stock

In 2020 and 2021, the Company issued 2,077,165 shares and 1,595,983 shares, respectively, of Series A convertible preferred stock at a price of $21.93 per share, resulting in aggregate gross proceeds of $70.0 million and total issuance costs of $0.4 million. The Company converted a promissory note with a fair value of $10.6 million as part of the first closing and reclassified a convertible preferred stock purchase right liability with a fair value of $23.7 million into equity as part of the second closing.

In 2021, the Company issued 2,487,237 shares of Series B convertible preferred stock at a price of $48.25 per share resulting in aggregate gross proceeds of $120.0 million and incurred $0.4 million of total issuance costs.

As of December 31, 2023, the Company’s Series A and Series B convertible preferred stock was classified as temporary equity in the condensed balance sheets given that the holders of the convertible preferred stock could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The carrying value of the convertible preferred stock was not adjusted to the redemption value until the contingent redemption events are considered to be probable of occurring.

Immediately upon completion of the IPO, 6,160,385 outstanding shares of convertible preferred stock converted into 6,160,385 shares of common stock. There were no Series A or Series B convertible preferred shares outstanding as of June 30, 2025, and December 31, 2024.

Common Stock

The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Common stock reserved for future issuance consisted of the following:


	AS OF
	JUNE 30, 2025		DECEMBER 31, 2024
Common stock options granted and outstanding		2,349,983		2,216,215
Restricted stock units granted and outstanding		1,447,252		529,359
Shares available for issuance under the 2024 and 2020 equity incentive plans, respectively		3,100,622		1,820,868
Shares available for issuance under the ESPP Plan		432,752		212,000
Shares available for issuance under the Pledge 1% commitment		84,556		84,556
Total common stock reserved for future issuance		7,415,165		4,862,998

Stock Options

In June 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards. The 2020 Plan was amended in December 2020, January 2021, July 2021, August 2022, and in April 2024. In April 2024, the 2020 Plan was amended to increase the total number of shares reserved under the 2020 Plan to 2,083,797.

In July 2024, in connection with the closing of the IPO, the Company’s board of directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), a successor to and continuation of the 2020 Plan. Upon the effectiveness of the 2024 Plan, 4,572,025 shares of common stock were authorized for issuance which consists of (1) 2,630,000 new shares of common stock, (2) 115,436 shares available for issuance under the 2020 Plan, and (3) up to 1,826,589 shares of common stock subject to outstanding stock awards granted under the 2020 Plan that, on or after the 2024 Plan became effective, expire or otherwise terminate prior to exercise or settlement; are not issued because the stock award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. Furthermore, as of the effectiveness of the 2024 Plan, no further grants can be made under the 2020 Plan, and the 2020 Plan will automatically terminate on June 23, 2030. The 2024 Plan provides that the number of shares reserved and available for issuance under the 2024 Plan will automatically increase each January 1, beginning on January 1, 2025, by 5.0% of the outstanding number of shares of common stock on the immediately preceding December 31st. On January 1, 2025, 1,214,580 shares were added to the 2024 Plan reserve. On June 24, 2025, the Company's stockholders approved an amendment to the 2024 Plan to increase the 2024 Plan reserve by an additional 1,214,580 shares.

Options granted under the 2024 Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. The exercise price of each option shall be determined by the board of directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years and early exercise is permitted. The vesting period generally occurs over four years unless there is a specific performance vesting trigger at which time those shares will vest when the performance trigger is probable to occur.

On April 6, 2023, the Company’s board of directors approved a stock option repricing (the “Option Repricing”) in which the exercise price of certain outstanding options to purchase shares of the Company’s common stock under the 2020 Plan was reduced to $5.00 per share, the estimated fair value of the Company’s common stock as of December 31, 2022. The Option Repricing was intended to motivate holders of options with exercise prices in excess of the estimated fair value of the Company’s common stock to remain with the Company and work toward its success. The Option Repricing included options granted pursuant to the 2020 Plan that were held by, among others, members of the Company’s board of directors and the Company’s named executive officers.

As a result of the Option Repricing, 1,168,651 shares of vested and unvested stock options outstanding as of April 6, 2023, with original exercise prices ranging from $5.14 to $51.72 per share, were repriced to an exercise price of $5.00 per share. The Option Repricing impacted 70 grantees and the total incremental fair value recognized as a result of the repricing was $1.5 million. The Company recorded stock-based compensation expense in relation to the Option Repricing in the amounts of approximately $28 thousand and $0.1 million for the three and six months ended June 30, 2025, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively.

A summary of the Company’s stock option activity under the 2020 Plan and 2024 Plan is as follows:


	TOTAL OPTIONS			WEIGHTED- AVERAGE EXERCISE PRICE PER SHARE		WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM		AGGREGATE INTRINSIC VALUE
						(in years)		(in thousands)
Outstanding at December 31, 2024		2,216,215		$	7.72		8.7	$	7,118
Granted		316,300			3.42		—		—
Exercised		(26,834	)		5.15		—		—
Cancelled		(155,698	)		6.38		—		—
Outstanding at June 30, 2025		2,349,983		$	7.26		8.5	$	—
Exercisable as of June 30, 2025		1,173,439		$	5.37		7.8	$	—

The Company recorded stock-based compensation expense related to employee and non-employee options in the amounts of $0.9 million and $2.3 million for the three and six months ended June 30, 2025, respectively, and $1.5 million and $2.9 million for the three and six months ended June 30, 2024, respectively. The weighted-average grant date fair value of options granted for the six months ended June 30, 2025 and 2024, was $2.57 and $8.59 per share, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2025 and 2024 was zero. Upon the exercise of stock options, the Company will issue new shares of its common stock. As of June 30, 2025, the unrecognized compensation cost related to outstanding employee and non-employee options was $7.7 million and is expected to be recognized as expense over a weighted-average period of 2.7 years.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and non-employee stock option grants issued for the six months ended June 30, 2025 and 2024, were as follows:


	SIX MONTHS ENDED JUNE 30,
	2025		2024
Stock price	$1.61 - $10.67		$1.18 - $3.07
Risk-free rate of interest	3.9% - 4.5%		4.1% - 4.6%
Expected term (years)	5.4 - 6.1		5.1 - 6.1
Expected stock price volatility	88.2% - 90.3%		106.2% - 110.5%
Expected dividend yield		—		—

Employee Stock Purchase Plan

In connection with the closing of the IPO, the Company’s board of directors adopted the 2024 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for two-year offering periods consisting of four 6-month purchase periods, and at the end of each purchase period employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the purchase period. A new offering is initiated each January 16 and July 16. In the event the fair market value of the Company’s common stock on the first day of any new offering is less than or equal to the fair market value of an ongoing offering, the ongoing offering shall terminate immediately following the purchase of shares of common stock on the purchase date immediately preceding the new offering and participants in the terminated ongoing offering will be automatically enrolled in the new offering.

An aggregate of 212,000 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 1.0% of the outstanding number of shares of common stock on the immediately preceding December 31, and 424,000 shares of common stock. On January 1, 2025, 242,916 shares were added to the ESPP reserve. Zero and 22,164 shares were issued under the ESPP during the three and six months ended June 30, 2025, respectively.

The ESPP is considered a compensatory plan. The Company recorded related stock-based compensation in the amounts of $0.1 million and $0.3 million for the three and six months ended June 30, 2025, respectively. The assumptions used to estimate the fair value of ESPP awards using the Black-Scholes option valuation model were as follows:


	SIX MONTHS ENDED JUNE 30,
	2025
Stock price	$6.78 - $11.91
Risk-free rate of interest	4.2% - 5.2%
Expected term (years)	0.5 - 2.0
Expected stock price volatility	84.4% - 91.8%
Expected dividend yield		—

Restricted Stock Unit Awards

Restricted stock unit awards (“RSUs”) granted under the 2020 and 2024 Plan are subject to time-based vesting and convert to shares of common stock in accordance with the vesting schedule. RSUs are valued at the estimated fair value of the Company’s stock on the date of grant and are amortized over the requisite service period. The total number of RSUs granted represents the maximum number of RSUs eligible to vest based upon the service conditions set forth in the grant agreements. Employees forfeit unvested RSUs upon termination of employment with a corresponding reversal of expense.

A summary of the Company’s RSU activity under the 2020 Plan and 2024 Plan is as follows:


	NUMBER OF STOCK UNITS			WEIGHTED- AVERAGE GRANT DATE FAIR VALUE PER SHARE

Unvested balance at January 1, 2025		506,845		$	11.28
Granted		1,094,121			3.95
Vested		(48,397	)		4.33
Forfeited		(105,317	)		5.90
Unvested balance at June 30, 2025		1,447,252		$	6.37

For the three and six months ended June 30, 2025, the Company recorded $0.5 million and $1.0 million, respectively, in stock-based compensation related to RSUs. The Company did not record any stock-based compensation expense related to RSUs during the three and six months ended June 30, 2024. As of June 30, 2025, the unrecognized compensation cost related to outstanding RSUs was

$7.9 million and is expected to be recognized as expense over a weighted-average period of 3.4 years. The total fair value of RSUs vested during the six months ended June 30, 2025 was $0.1 million.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense by condensed financial statement line item in the Company’s statements of operations and comprehensive loss (in thousands):


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2025		2024		2025		2024
Research and development	$	722	$	792	$	1,679	$	1,559
General and administrative		827		691		1,922		1,330
Total	$	1,549	$	1,483	$	3,601	$	2,889

9. Related Party Transactions

Relationship with GC Cell and GC Corp

GC Cell and GC Corp, subsidiaries of Green Cross Corp, are stockholders of the Company and are represented on the Company’s board of directors.

The Company entered into license agreements in November 2019, October 2020, March 2021, and December 2022 (collectively, the “License Agreements”) with GC Cell (see Note 7). In August 2020, the Company entered into a Research and Service Agreement with GC Cell in which GC Cell is to provide mutually agreed research services in support of the research and development of one or more of the Selected Products that the Company has licensed from GC Cell under the License Agreements. The Company did not incur any research and development expense in connection with the agreements for the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, and December 31, 2024, the Company had no accounts payable and accrued expenses in connection with the GC Cell License Agreements and Research Service Agreement.

In September 2023, the Company and GC Cell amended the AB-201 Agreement (see Note 7). The Company did not recognize any license and development support-related revenue for the three and six months ended June 30, 2025. The Company recognized zero and $0.3 million of license and development support-related revenue for the three and six months ended June 30, 2024, respectively, on its condensed statements of operations and comprehensive loss, related to GC Cell’s achievement of a defined development milestone and development support activities under the Amended AB-201 Agreement. As of June 30, 2025, and December 31, 2024, total accounts receivable related to the Amended AB-201 Agreement was zero.

Under the AB-205 Agreement, GC Cell agreed to reimburse the Company for direct costs incurred on behalf of GC Cell in accordance with the Development Plan under the AB-205 Agreement, provided that such reimbursed costs are deemed to form part of the direct costs incurred and paid by GC Cell (see Note 7). There were no reimbursements for development costs invoiced to GC Cell in connection with the AB-205 Agreement during the three and six months ended June 30, 2025. Total reimbursements for development costs invoiced to GC Cell in connection with the AB-205 Agreement were zero and $0.1 million for the three and six months ended June 30, 2024, respectively. During the three and six months ended June 30, 2025 and 2024, the Company did not receive any payments from GC Cell. As of June 30, 2025, and December 31, 2024, the Company had no receivables from GC Cell recorded in the balance sheets.

In March 2020, the Company entered into the Manufacturing Agreement with GC Cell, where GC Cell is to perform manufacturing services with respect to any biological or chemical product manufactured or to be manufactured for use in Phase 1 or Phase 2 clinical trials. The Company amended the Manufacturing Agreement in June 2020 to include the Company’s right to terminate the agreement at will. In connection with the agreement, the Company incurred approximately $15 thousand and $29 thousand in research and development expenses for the three and six months ended June 30, 2025, respectively, and $1.2 million and $1.5 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, and December 31, 2024, the Company had approximately $20 thousand and $1.0 million, respectively, of accounts payable and accrued expenses in connection with the Manufacturing Agreement recorded in the condensed balance sheets.

Relationship with RA Capital

RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P. and Blackwell Partners LLC—Series A (the “RA Capital Funds”) are stockholders of the Company and a member of the Company’s board of directors is affiliated with the RA Capital Funds.

In June 2024, the Company entered into a services agreement (the “Blackbird Services Agreement”) with Blackbird Clinical, Inc. (“Blackbird”), an entity controlled by RA Capital Management, L.P. RA Capital Management, L.P. is the investment manager for the RA Capital Funds. Under the terms of the Blackbird Services Agreement, Blackbird provides consulting services in connection with the Company's clinical trials, including study strategy, clinical operations and patient operations. The Company did not incur any research and development expenses in connection with the consulting services from Blackbird for the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, and December 31, 2024, the Company had zero and $9 thousand of accounts payable and accrued expenses, respectively, in connection with the Blackbird Services Agreement recorded in the condensed balance sheets.

In November 2024, the Company entered into a services agreement (the “Carnot Services Agreement”) with Carnot Pharma, LLC (“Carnot”), an entity controlled by RA Capital Management, L.P. RA Capital Management, L.P. is the investment manager for the RA Capital Funds. Under the terms of the Carnot Services Agreement, Carnot provides consulting services in connection with the Company's clinical trials, including clinical operations and patient advocacy in support of the Company’s AlloNK autoimmune programs. The Company incurred approximately $12 thousand and $31 thousand in research and development expenses in connection with the consulting services from Carnot for the three and six months ended June 30, 2025, respectively. As of June 30, 2025, and December 31, 2024, the Company had zero and $15 thousand in accounts payable and accrued expenses, respectively, in connection with the Carnot Services Agreement recorded in the condensed balance sheets.

10. Commitments and Contingencies

Operating Leases

The following table presents operating rent expense and related short-term lease costs (in thousands):


	THREE MONTHS ENDED JUNE 30,			SIX MONTHS ENDED JUNE 30,
	2025		2024	2025	2024
Rent expense	$	1,029

Artiva Biotherapeutics, Inc. 10-Q