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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


☐	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: 001-43165

Generate Biomedicines, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	83-1630228
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
101 South Street, Suite 900 Somerville, MA	02143
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 469-0055

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.001 par value per share

     GENB

     The Nasdaq Global Select Market

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

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

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of April 29, 2026, the registrant had 128,192,484 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock, Non-Controlling interest and Stockholders' Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION	30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	91
Item 3.	Defaults Upon Senior Securities	92
Item 4.	Mine Safety Disclosures	92
Item 5.	Other Information	92
Item 6.	Exhibits	93
Signatures		94

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements about us and our industry that involve substantial risks and uncertainties, and which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, product candidates, preclinical studies and clinical trials, results of preclinical studies and clinical trials, research and development costs, regulatory approvals, commercial strategy, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements in this Quarterly Report include, but are not limited to, statements about:

•

the initiation, timing, progress and results of our research and development programs, preclinical studies and clinical trials;

•

the ability of clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results, and the ability of our preclinical studies and earlier clinical trials to predict later clinical trial results;

•

the timing, scope and likelihood of regulatory filings and approvals of our product candidates;

•

the implementation of our business model, and strategic plans for our business, programs, and current and future product candidates;

•

our ability to effectively use artificial intelligence (“AI”) in our drug discovery and development process, and to maintain and improve our Generate Platform;

•

the acceptance of AI in the biotechnology industry, including market acceptance of products and product candidates discovered and developed using AI;

•

our ability to obtain additional cash and the sufficiency of our existing cash, cash equivalents and marketable securities to fund our future operating expenses and capital expenditure requirements;

•

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

•

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

•

our potential and ability to successfully manufacture and supply our current and future product candidates for clinical trials and for commercial use, if approved;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;

•

developments relating to our competitors and our industry, including competing product candidates and therapies;

•

existing regulations and regulatory developments in the U.S. and other jurisdictions;

•

expectations regarding future events under collaboration and licensing agreements, including potential future payments, as well as our plans and strategies for entering into further collaboration and licensing agreements;

•

general economic, industry and market conditions, including fluctuating interest rates and rising inflation;

•

our ability to attract and retain the continued service of our key personnel and to identify, hire and then retain additional qualified personnel;

•

our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act ("ECG"); and

•

our anticipated use of our existing cash, cash equivalents and marketable securities, including the proceeds from the initial public offering.

Table of Contents

In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section entitled “Risk Factors” and elsewhere in this Quarterly Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed with the SEC as exhibits to this Quarterly Report and previous filings, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this Quarterly Report represent our views as of the date of this Quarterly Report. We anticipate that subsequent events and developments will cause our views to change. 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 you are cautioned not to unduly rely upon these statements.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third-parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosure contained in this Quarterly Report, and we believe that these sources are reliable; however, we have not independently verified the information contained in such publications.

iii

Table of Contents

SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

Our business is subject to numerous risks and uncertainties, which include, but are not limited to, the following:

•

We are a clinical-stage biotechnology company with a limited operating history and no products approved by regulators for commercial sale, which may make it difficult to evaluate our current and future business prospects.

•

We will require substantial additional capital to finance our operations in the future. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce or eliminate programs, product candidates (including clinical trials), investments in our Generate Platform or future commercialization efforts.

•

We are dependent on the success of our product candidates, including GB-0895, GB-4362 and GB-5267, and our ongoing and anticipated trials may not be successful.

•

Our approach to the engineering and development of our programs is unproven, and we may not be successful in our efforts to identify and develop any programs and product candidates of commercial value by leveraging our Generate Platform.

•

We are substantially dependent on the successful application of our Generate Platform to develop programs and product candidates that can be commercialized by us or our current or future collaboration partners.

•

Issues relating to our use of AI in the identification of our programs and the engineering and development of our product candidates could adversely affect our business and operating results.

•

Preclinical and clinical development is inherently lengthy and uncertain. Preclinical and clinical trials of our product candidates may be delayed, and certain programs may never advance in the clinic or may be more costly to conduct than we anticipate, any of which would have a material adverse impact on our Generate Platform or our business.

•

We are currently enrolling patients in clinical trials for GB-0895 globally and may in the future conduct clinical trials for other product candidates outside the United States, and the U.S. Food and Drug Administration (the “FDA”), the Medicines and Healthcare products Regulatory Agency (the “MHRA”), the European Medicines Agency (the “EMA”), Pharmaceuticals and Medical Devices Agency and other comparable foreign regulatory authorities (collectively, the “Regulatory Authorities”) may not accept data from such trials.

•

If our clinical trials fail to replicate positive results from earlier preclinical studies or clinical trials conducted by us or third-parties, we may be unable to successfully develop, obtain regulatory approval for or commercialize our product candidates.

•

Due to the significant resources required for drug development and depending on our ability to access capital, we intend to prioritize the development of GB-0895 for severe asthma. Moreover, we may fail to expend our limited resources on the development of GB-0895 for the treatment of other indications or for the development of other potential future product candidates that may have been more profitable or for which there is a greater likelihood of success.

•

The regulatory approval processes of the Regulatory Authorities are lengthy, time-consuming and inherently unpredictable, and if we are not able to obtain, or if there are delays in obtaining, required regulatory approvals, we will not be able to commercialize, or will be delayed in commercializing, product candidates we may develop, and our ability to generate revenue will be materially impaired.

•

We rely on third-parties for the supply and manufacture of our product candidates for our research, preclinical and clinical activities, and may do the same for commercial supplies of our products, if approved. As our pipeline increases and matures, the increased demand for supplies from our manufacturers may increase the risk that we will not have sufficient supply when needed or at an acceptable cost.

•

We depend on sole source and limited source suppliers for certain drug substances, drug products, raw materials, samples, components, and other materials used in our product candidates. If we are unable to source these supplies on a timely basis, or establish longer-term contracts with our suppliers, we will not be able to complete our clinical trials on time and the development of our product candidates may be delayed.

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•

The product candidates we develop may be complex and difficult to manufacture. We may encounter difficulties in manufacturing, product release, shelf life, testing, storage, supply chain management or shipping. If we or any of our contract development and manufacturing organizations encounter such difficulties, our ability to supply material for clinical trials or any approved product could be delayed or stopped.

•

We have in the past entered into, and in the future may enter into, partnership, collaboration and licensing arrangements with third-parties to support development of programs and product candidates. If these partnership, collaboration and licensing arrangements are not successful, our business could be adversely affected.

•

Our success is largely based upon our intellectual property and proprietary technologies, and we may be unable to adequately protect and/or enforce our intellectual property.

•

If we do not obtain sufficient patent term for our product candidates, our business may be materially harmed.

•

The biopharmaceutical market is intensely competitive. If we are unable to compete effectively with existing drugs, new treatment methods and new technologies, we may be unable to successfully commercialize any drugs that we develop.

•

An active trading market for our common stock may not develop.

•

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors.

The summary risk factors described above should be read together with the text of the full risk factors in the section titled “Risk Factors” and the other information set forth in this Quarterly Report, as well as in other documents that we file with the SEC. The risks summarized above or described in full elsewhere in this Quarterly Report are not the only risks that we face. Additional risks and uncertainties not presently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations, and future growth prospects.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

GENERATE BIOMEDICINES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) (unaudited)


	As of March 31,			As of December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	160,575		$	121,650
Marketable securities		356,066			99,848
Restricted cash and cash equivalents (VIE)		-			339
Prepaid expenses and other current assets		18,749			12,528
Total current assets		535,390			234,365
Property and equipment, net		27,837			29,151
Operating lease right-of-use assets		57,765			59,860
Other assets		4,745			6,806
Total assets	$	625,737		$	330,182
Liabilities, convertible preferred stock, non-controlling interest and stockholders’ deficit
Current liabilities:
Accounts payable(1)	$	7,617		$	3,837
Accrued expenses and other current liabilities		19,267			42,164
Deferred revenue – current		17,244			21,194
Current portion of finance lease liabilities		3,883			4,311
Operating lease liabilities – current		10,378			10,697
Total current liabilities		58,389			82,203
Non-current liabilities:
Warrant to purchase convertible preferred stock		-			1,205
Finance lease liabilities, net of current portion		2,221			2,908
Deferred revenue – non-current		1,238			4,511
Operating lease liabilities – non-current		49,088			50,610
Other long term liabilities		-			116
Total liabilities		110,936			141,553
Commitments and contingencies (Note 13)
Convertible preferred stock		-			811,826
Non-controlling interest		-			(7,232	)
Stockholders’ equity (deficit):
Common stock, $0.001 par value; 500,000,000 and 200,456,735 shares authorized as of March 31, 2026 and December 31, 2025 respectively; 128,192,484 and 33,116,957 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		128			33
Additional paid-in capital		1,252,388			60,189
Accumulated other comprehensive income		24			106
Accumulated deficit		(737,739	)		(676,293	)
Total stockholders’ equity (deficit)		514,801			(615,965	)
Total liabilities, convertible preferred stock, non-controlling interests and stockholders’ equity (deficit)	$	625,737		$	330,182

(1)

Includes related party amounts of $0.1 million for the three months ended March 31, 2026, and $0.2 million for the year ended December 31, 2025. See Note 14 for details of related party amounts.

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

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GENERATE BIOMEDICINES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data) (unaudited)


	Three Months Ended March 31,
	2026			2025
Collaboration revenue	$	7,224		$	8,818
Operating expenses:
Research and development(1)		57,812			46,825
General and administrative(2)		13,524			10,147
Total operating expenses		71,336			56,972
Loss from operations		(64,112	)		(48,154	)
Other income (expense), net
Change in fair value of convertible preferred stock warrant liability		(363	)		—
Interest expense		(182	)		(368	)
Interest income		2,913			4,281
Foreign currency exchange loss		58			(17	)
Total other income (expense), net		2,426			3,896
Loss before provision for income taxes		(61,686	)		(44,258	)
Provision for income taxes		(28	)		(56	)
Net loss		(61,714	)		(44,314	)
Net loss attributable to non-controlling interests		(268	)		(2,629	)
Net loss attributable to Generate Biomedicines, Inc. stockholders		(61,446	)		(41,685	)
Convertible preferred stock accrued dividends		(7,749	)		(11,592	)
Net loss attributable to Generate Biomedicines, Inc. common stockholders	$	(69,195	)	$	(53,277	)
Net loss per share, basic and diluted	$	(1.07	)	$	(1.62	)
Weighted average common shares outstanding, basic and diluted		64,871,295			32,791,905
Other comprehensive loss:
Net loss		(61,714	)		(44,314	)
Unrealized loss on marketable securities		(82	)		(71	)
Comprehensive loss	$	(61,796	)	$	(44,385	)
Comprehensive loss attributable to non-controlling interest		(268	)		(2,629	)
Comprehensive loss attributable to Generate Biomedicines, Inc. stockholders	$	(61,528	)	$	(41,756	)

(1)

Includes related party amounts of $0.1 million for the three months ended March 31, 2026, and $0.2 million for the three months ended March 31, 2025. See Note 14 for details of related party amounts.

(2)

Includes related party amounts of $0.1 million for the three months ended March 31, 2026, and $0.2 million for the three months ended March 31, 2025. See Note 14 for details of related party amounts.

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

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GENERATE BIOMEDICINES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY(DEFICIT)

(in thousands, except share data) (unaudited)


																Accumulated
	Convertible Preferred Stock						Non-Controlling			Common Stock				Additional Paid-In		Other Comprehensive			Accumulated			Total Stockholders'
	Shares			Amount			Interest			Shares		Amount		Capital		Income			Deficit			Equity (Deficit)
Balance at December 31, 2025		105,317,255			811,826			(7,232	)		33,116,957		33		60,189		106			(676,293	)		(615,965	)
Issuance of common stock from the initial public offering, net of underwriting discounts, commissions and offering expenses		—			—			—			25,000,000		25		369,264		—			—			369,289
Contributions from noncontrolling interests		—			—			7,500									—			—
Conversion of convertible preferred stock into common stock upon initial public offering		(105,317,255	)		(811,826	)		—			69,333,244		69		811,756		—			—			811,825
Reclassification of warrant liability to equity upon initial public offering		—			—			—			—		—		1,568		—			—			1,568
Exercise of common stock warrants		—			—			—			86,423		—		—		—			—			—
Exercise of stock options		—			—			—			655,860		1		3,216		—			—			3,217
Stock-based compensation		—			—			—			—		—		6,395		—			—			6,395
Unrealized gain (loss) on marketable securities		—			—			—			—		—		—		(82	)		—			(82	)
Net loss attributable to Generate Biomedicines, Inc. stockholders		—			—			(268	)		—		—		—		—			(61,446	)		(61,446	)
Balance at March 31, 2026		—			—			—			128,192,484		128		1,252,388		24			(737,739	)		514,801


														Accumulated
	Convertible Preferred Stock				Non-Controlling			Common Stock				Additional Paid-In		Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Interest			Shares		Amount		Capital		Income			Deficit			Equity (Deficit)
Balance at December 31, 2024		103,460,716	$	789,853	$	(571	)		32,691,628	$	33	$	38,469	$	118		$	(473,139	)	$	(434,519	)
Issuance of Series C convertible preferred stock (net of issuance costs of $28)		1,856,539		21,973		—			—		—		—		—			—			—
Contributions from non-controlling interests		—		—		750			—		—		—		—			—			—
Exercise of stock options		—		—		—			146,702		—		483		—			—			483
Stock-based compensation		—		—		—			—		—		4,744		—			—			4,744
Vesting of restricted stock		—		—		—			138,177		—		46		—			—			46
Unrealized gain (loss) on marketable securities		—		—		—			—		—		—		(71	)		—			(71	)
Net loss attributable to Generate Biomedicines, Inc. stockholders		—		—		(2,629	)		—		—		—		—			(41,685	)		(41,685	)
Balance at March 31, 2025		105,317,255	$	811,826	$	(2,450	)		32,976,507	$	33	$	43,742	$	47		$	(514,824	)	$	(471,002	)

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

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GENERATE BIOMEDICINES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)


	Three Months Ended March 31,
	2026			2025
Operating activities
Net loss	$	(61,714	)	$	(44,314	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and accretion on marketable securities		(146	)		(919	)
Non-cash stock-based compensation		6,395			4,744
Non-cash lease expense		2,094			1,339
Depreciation and amortization		3,273			3,414
Changes in fair value of convertible preferred stock warrant liability		363			—
Changes in operating assets and liabilities:
Accounts receivable		—			(91	)
Prepaid expenses and other current assets		(6,221	)		(2,756	)
Other assets		2,045			1,400
Accounts payable		3,754			(597	)
Operating lease liabilities		(1,841	)		(55	)
Other long term liabilities		(117	)		(117	)
Accrued expenses and other liabilities		(21,049	)		(6,405	)
Deferred revenue		(7,224	)		(8,819	)
Net cash used in operating activities		(80,388	)		(53,176	)
Investing activities
Purchase of marketable securities		(321,153	)		(77,350	)
Purchases of property and equipment		(3,781	)		(751	)
Proceeds from sales and maturities of marketable securities		65,000			153,633
Net cash used in investing activities		(259,934	)		75,532
Financing activities
Proceeds from issuance of convertible preferred stock, net of issuance costs		—			21,973
Proceeds from issuance of common stock from the initial public offering, net of underwriting discounts, commissions and offering expenses		369,289			—
Contributions from non-controlling interests		7,500			750
Proceeds from exercise of stock options		3,217			483
Payments on finance lease obligations		(1,115	)		(2,646	)
Net cash provided by financing activities		378,891			20,560
Net increase (decrease) in cash, cash equivalents and restricted cash		38,569			42,916
Cash, cash equivalents and restricted cash at beginning of period		126,038			181,831
Cash, cash equivalents and restricted cash at end of period	$	164,607		$	224,747
Cash and cash equivalents, end of period		160,575			220,607
Restricted cash and cash equivalents (VIE)		—			96
Long-term restricted cash		4,032			4,044
Cash, cash equivalents and restricted cash at end of period		164,607		$	224,747
Supplemental disclosure of noncash investing and financing information:
Purchase of property and equipment included in the accounts payable and accrued liabilities	$	25		$	59
Vesting of restricted stock		—			46
Reclassification of warrant liability to equity upon initial public offering		1,568			—
Conversion of convertible preferred stock to common stock		811,826			—

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

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GENERATE BIOMEDICINES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business – Generate Biomedicines, Inc. (the "Company") is a clinical-stage generative biology company pioneering the AI revolution in biotechnology and drug design and development. The Company’s vision is to program biology to generate optimal therapeutics for the greatest impact on human health. Central to its vision is the Generate Platform, designed to be a therapeutic area and protein modality agnostic system integrating computational innovation with scalable biohardware to address therapeutic challenges beyond the reach of traditional technologies. The Company has built its Generate Platform to be a tight and fully-integrated loop (design–build–test–learn) to create proprietary, therapeutically relevant data and differentiated molecular solutions for the biological challenges we aim to address.

Since inception, the Company has devoted substantially all of its resources to drug discovery, the development of the Generate Platform and the advancement of its programs and product candidates, including its ongoing Phase 3 clinical trials for GB-0895 and Phase 1 clinical trials for GB-4362, for which clinical trial sites have been activated and the first patient is expected to be dosed in mid-2026, and GB-5267, for which the first patient is expected to be dosed in the second half of 2026, along with multiple preclinical programs in immunology and oncology. In addition to its research and development efforts, the Company has invested in establishing and protecting its intellectual property portfolio, raising capital and obtaining financing, organizing and staffing the company, and providing general and administrative support for these operations. It does not have any products approved for sale.

Reverse Stock Split – In February 2026, the Company’s board of directors and stockholders approved an amendment to the amended and restated certificate of incorporation to effect a reverse split of shares of the Company’s common stock on a one-for-1.5190 basis (the “Reverse Stock Split”), which was effected on February 20, 2026. The par value and authorized number of shares of common stock was not adjusted as a result of the Reverse Stock Split. All share data and per share data amounts for all periods presented in the unaudited condensed consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the effect of the Reverse Stock Split.

Initial Public Offering (“IPO”) – On March 2, 2026, the Company closed its IPO, pursuant to which it issued and sold an aggregate of 25,000,000 shares of its common stock at a public offering price of $16.00 to the underwriters of the IPO, resulting in net proceeds of approximately $369.3 million after deducting underwriting discounts and commissions and offering expenses payable by the Company, totaling $30.7 million. Following closing of the IPO, all of the Company's then-outstanding convertible preferred stock converted into an aggregate of 69,333,244 shares of common stock, and no shares of convertible preferred stock were thereafter outstanding.

In connection with the closing of its IPO, on March 2, 2026, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share.

Liquidity and Managements Plan – As of March 31, 2026, the Company had cash, cash equivalents and marketable securities of $516.6 million. The Company has incurred recurring losses since its inception, including a net loss of $61.7 million for the three months ended March 31, 2026. As of March 31, 2026, the Company had an accumulated deficit of $737.7 million.

As of December 31, 2025, the Company had concluded that there was substantial doubt about its ability to continue as a going concern. Upon closing of the IPO and receipt of the associated cash proceeds, the Company has alleviated the substantial doubt that previously existed, and based on the Company’s current capital resources, which consists of its cash, cash equivalents and marketable securities on hand at March 31, 2026, it expects to have sufficient cash to support current operating plans into the first half of 2028. The Company expects to require additional capital to support its long-term operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes from the significant accounting policies and estimates disclosed in Note 2 of the “Notes to Consolidated Financial Statements” in the audited consolidated financial statements for the year ended December 31, 2025 and notes thereto, included in the Company’s final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on February 27, 2026, except as noted below.

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

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Principles of Consolidation – The accompanying unaudited condensed consolidated financial statements reflect the consolidated operations of the Company, including its wholly owned subsidiaries, Generate Biomedicines Securities Corporation, and Generate Golukibart Therapeutics, Inc. (formerly Pioneering Medicines 02, Inc. (“PMCo”)), which was until February 26, 2026, a variable interest entity where the Company was the primary beneficiary. On February 26, 2026, the Company acquired all of the outstanding capital stock of PMCo. All intercompany accounts and transactions have been eliminated.

At the inception of a transaction, the Company identifies each entity involved in such transaction for which control is achieved by the Company through means other than voting rights (each a “variable interest entity” or “VIE”) and determines if the Company is the primary beneficiary of such entity’s operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company consolidates investments in a VIE when the Company is determined to be the primary beneficiary. ASC Topic 810, Consolidations (“ASC 810”), requires the Company to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on the Company’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance, whether the Company has the power to direct those activities, and if the Company’s obligation to absorb losses or receive benefits from the VIE could potentially be significant to the VIE.

For consolidated entities with ownership interest or economic rights held by third-parties, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of common stock ownership interest retained in the respective operations by the non-controlling parties. The Company presents non-controlling interests as a component of shareholders’ equity or mezzanine equity on its consolidated balance sheets based on the redemption rights of the equity interest. The Company records the non-controlling interests’ share of loss based on the percentage of ownership interest retained by the respective non-controlling interest holders.

Use of Estimates – The preparation of the unaudited condensed consolidated financial statements in accordance 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, which include but are not limited to pre-paid and accrued research and development expenses, liquidity projections, stock-based compensation expense and the incremental borrowing rate for operating and finance lease right-of-use assets, and income taxes. Actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known.

Cash and Cash Equivalents – Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents primarily consist of money market funds and government securities.

Recently Issued Accounting Pronouncements Not Yet Adopted – 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. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; (4) the total amount of selling expenses and; (5) in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The update requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The update further specifies that the disclosures in Subtopic 360-10 are required for all capitalized internal-use software costs. This update is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently evaluating the impact of adopting this guidance on its financial statements.

3. CASH EQUIVALENTS AND MARKETABLE SECURITIES

The following tables summarize the amortized cost and fair value of the Company’s cash equivalents and marketable securities (in thousands):

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	March 31, 2026
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	51,130	$	—	$	—		$	51,130
Government securities		5,957		—		(1	)		5,956
	$	57,087	$	—	$	(1	)	$	57,086
Marketable securities:
Government securities	$	156,041	$	42	$	(17	)	$	156,066
Term Deposits		200,000		—		—			200,000
	$	356,041	$	42	$	(17	)	$	356,066


	December 31, 2025
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents:
Money market funds	$	92,788	$	—	$	—	$	92,788
	$	92,788	$	—	$	—	$	92,788
Marketable securities:
Government securities	$	99,742	$	106	$	—	$	99,848
	$	99,742	$	106	$	—	$	99,848

The Company did not record a provision for credit losses on any marketable securities for the three months ended March 31, 2026 and year ended December 31, 2025. No securities held by the Company were delinquent on contractual payments as of March 31, 2026 and December 31, 2025, nor were any securities placed on non-accrual status for the period then ended. Interest on investments is recognized as interest income in the unaudited condensed consolidated statements of operations and comprehensive loss.

Information pertaining to marketable securities with gross unrealized losses as of March 31, 2026, for which the Company did not recognize a provision for credit losses under the current expected credit loss methodology, aggregated by investment category and length of time that individual securities had been in a continuous loss position, is as follows (in thousands):


	March 31, 2026 - Less Than 12 Months
	# of Holdings		Gross Unrealized Loss			Fair Value
Government securities		17	$	(17	)	$	46,116
		17	$	(17	)	$	46,116

As of December 31, 2025, the Company did not hold any securities with gross unrealized losses.

Maturity information based on fair value of the available-for-sale securities is as follows as of March 31, 2026:


Maturity Information	Fair Value as of March 31, 2026
Maturing in one year or less	$	344,684
Maturing in one to five years		11,382
Total	$	356,066

As of December 31, 2025, the Company’s marketable securities all matured within one year or less.

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4. FAIR VALUE MEASUREMENTS

The following table sets forth by level, within the fair value hierarchy, the assets and liabilities carried at fair value on a recurring basis (in thousands):


	Fair Value Measurement as of March 31, 2026
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	51,130	$	—	$	—	$	51,130
Government securities		—		5,956		—		5,956
	$	51,130	$	5,956	$	—	$	57,086
Marketable securities:
Government securities	$	—	$	156,066	$	—	$	156,066
Term Deposits		—		200,000		—		200,000
	$	—	$	356,066	$	—	$	356,066


	Fair Value Measurement as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	92,788	$	—	$	—	$	92,788
	$	92,788	$	—	$	—	$	92,788
Marketable securities:
Government securities	$	—	$	99,848	$	—	$	99,848
	$	—	$	99,848	$	—	$	99,848
Liabilities:
Warrant to purchase convertible preferred stock	$	—	$	—	$	1,205	$	1,205
	$	—	$	—	$	1,205	$	1,205

Valuation of the Warrant to Purchase Convertible Preferred Stock

The fair value of the convertible preferred stock warrant liabilities was determined using the Black-Scholes Option Pricing Model (the "Black-Scholes OPM") with the assumptions as disclosed in Note 8. These assumptions include significant judgments, including the fair value of the underlying convertible preferred stock.

The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs (in thousands):


	Warrant to purchase convertible preferred stock
Balance as of December 31, 2025	$	1,205
Change in fair value		363
Reclassification of warrant liability to equity		(1,568	)
Balance as of March 31, 2026	$	-

There were no transfers among Level 1, Level 2, or Level 3 categories in the period presented.

Financial Instruments Not Recorded at Fair Value – The carrying value of accounts receivable, accounts payable and accrued expenses that are reported on the unaudited condensed consolidated balance sheet approximate their fair value because of the relatively short period of time between origination and expected realization or settlement.

5. COLLABORATION AGREEMENTS

Agreement with Novartis Pharma AG (“Novartis”)

On September 19, 2024, the Company entered into a Collaboration and License Agreement with Novartis (the “Novartis Collaboration Agreement”) to discover, develop, manufacture and commercialize protein therapeutics using the Generate Platform. The collaboration covers multiple collaboration targets, conducted under applicable research plans during defined research terms. As consideration for the collaboration, the Company received a $50.0 million upfront payment. Novartis also purchased 1,265,822 shares of our Series C convertible preferred stock for $15.0 million. The Company is eligible to receive up to $1.0 billion across all programs upon the achievement of certain performance-based milestones, inclusive of $130.0 million in development and regulatory milestones and $210.0 million in commercial milestones associated with each research

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program. Novartis is also obligated to pay, on a licensed product-by-licensed product and on a country-by-country basis, tiered royalties ranging from a mid-single digit to a low tens percentage on worldwide net sales of any licensed product, subject to specified reductions and offsets.

The Company concluded that the per share purchase price, paid by Novartis, was equal to the per share fair value of Series C convertible preferred stock. As such, there is no impact to the transaction price related to the investment in Series C convertible preferred stock by Novartis.

The Company concluded that the arrangement contemplated by the Novartis Collaboration Agreement represents a contract with a customer within the scope of ASC 606. The Company determined that for each research program, the research services and related research license granted under the Novartis Collaboration Agreement are not distinct and should be a combined performance obligation. The transaction price at inception was $50.0 million, representing the nonrefundable upfront fee. All contingent payments represent variable consideration that are constrained at inception as the achievement of the milestones underlying such contingent payments is based on either the Company or Novartis’s ability to execute under the respective research program plans which is not certain at contract inception. The Company allocated the transaction price to each of the distinct research program performance obligations on a relative stand-alone selling price basis.

The Company recognizes revenue related to each distinct performance obligation over time using the costs incurred input method, such that revenue is recognized based on the Company’s efforts or inputs to the satisfaction of a performance obligation.

The Company allocated the $50.0 million transaction price equally to the performance obligations based on the relative selling price.

The Company recognized $6.5 million and $6.7 million of revenue under the Novartis Collaboration Agreement during the three months ended March 31, 2026 and 2025, respectively. The remaining transaction price of $16.1 million is expected to be recognized by the Company as revenue through 2027. As of March 31, 2026, all contingent payments were constrained. The Company will re-evaluate the transaction price in each reporting period, as uncertain events are resolved, or as other changes in circumstances occur.

Agreement with Amgen Inc. (“Amgen”)

On December 24, 2021, the Company entered into a Collaboration and License Agreement, as amended by the First Amendment dated October 5, 2022 and the Second Amendment dated December 12, 2023 (as amended from time to time, the “Amgen Collaboration Agreement”), with Amgen to identify biologic proteins and antibodies directed against specified targets. The Amgen Collaboration Agreement initially covered five collaboration targets. In addition, Amgen has the option to nominate up to five additional collaboration targets, at additional cost, the first of which was exercised in December 2023 related to the sixth target. As consideration for the collaboration, the Company received a $50.0 million upfront payment. In connection with the Second Amendment, which added an additional collaboration target, the Company received an additional payment of $5.0 million. The Company is eligible to receive up to $370.0 million for each program upon the achievement of certain milestones, including $160.0 million in development and regulatory milestones and $210.0 million in commercial milestones per program. Amgen is also obligated to pay, on a licensed product-by-licensed product and on a country-by-country basis, tiered royalties ranging from a mid-single digit up to a low tens percentage on worldwide net sales of any licensed product, subject to customary reductions and offsets. Additionally, the Amgen Collaboration Agreement included an investment by Amgen of $25.0 million in equity, at the offering price, if the Company consummated certain future equity offerings. Amgen purchased 2,109,704 shares of the Company's Series C convertible preferred stock for approximately $25.0 million on May 9, 2023.

The per share purchase price that would be paid by Amgen, if the Company were to engage in a future equity offering, is equal to the per share fair value of the Company’s other investors at the time, therefore would not impact the transaction price under the Amgen Collaboration Agreement.

The Company assessed this arrangement in accordance with ASC 606 and concluded that Amgen is a customer. The Company determined that the research activities and the exclusive license granted under the Amgen Collaboration Agreement are not individually distinct and should be combined for each target program, and each target program was considered as a distinct performance obligation. Therefore, the transaction price was allocated to each target program on a relative stand-alone selling price basis.

In connection with the modification in 2023, the Company allocated the transaction price to the performance obligations on a relative selling price basis as follows: (i) $9.2 million to the first target program; (ii) $10.4 million to the second target program; (iii) $9.2 million to the third target program; (iv) $9.0 million to the fourth target program; (v) $9.5 million to the fifth target program and (vi) $7.7 million to the sixth target program.

The Company recognizes revenue related to each performance obligation over time using the costs incurred input method, such that revenue is recognized based on the Company’s efforts or inputs to the satisfaction of a performance obligation.

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During the year ended December 31, 2024, a development milestone related to an initial collaboration target was achieved which triggered a $5.0 million milestone payment to the Company. The $5.0 million milestone payment was fully recognized during the year ended December 31, 2024 as this variable consideration was allocated to a distinct performance obligation and the Company had completed its related performance obligation related to the collaboration target. All other milestones and royalties were constrained as of March 31, 2026. The Company will re-evaluate the transaction price in each reporting period, as uncertain events are resolved, or as other changes in circumstances occur.

On July 21, 2025, the Company and Amgen executed an amendment to the Amgen Collaboration Agreement that effectively eliminated the remaining service obligation related to a collaboration target. The Company determined the amendment represented a modification of the arrangement under ASC 606 and that the remaining fixed transaction price at the modification date of $4.3 million should be re-allocated to the remaining performance obligations based on their updated standalone selling prices. Accordingly, the Company recorded a cumulative adjustment to revenue of approximately $1.3 million on the partially satisfied remaining performance obligations, as the remaining services to be performed under each of the performance obligations are not distinct from the services prior to the modification.

The Company recognized $0.7 million and $2.1 million of revenue during the three months ended March 31, 2026 and 2025, respectively. The remaining transaction price of $2.4 million is expected to be recognized as revenue through 2026.

Agreement with The University of Texas M.D. Anderson Cancer Center ("MD Anderson")

In April 2023, the Company entered into a co-development and commercialization collaboration agreement with MD Anderson to discover and develop protein therapeutics for up to five oncology targets. Under the agreement, the Company and MD Anderson agreed to share research and development expenses as well as profits generated through commercialization of jointly developed products. The arrangement is considered a collaboration agreement under ASC 808 and the Company recognizes costs as incurred and reimbursements as a reduction of research and development expense. As of March 31, 2026, the Company had a net reimbursement payable to MD Anderson of $0.1 million.

Agreement with Roswell Park Comprehensive Cancer Center ("Roswell Park")

In October 2023, the Company entered into a collaboration agreement with Roswell Park to discover and develop chimeric antigen receptors T-cell therapies and armoring technologies for up to three oncology targets. Under the agreement, the Company and Roswell Park agreed to share research and development expenses as well as profits generated through commercialization of jointly developed products. The arrangement is considered a collaboration agreement under ASC 808 and the Company recognizes costs as incurred and reimbursements as a reduction of research and development expense. During the three months ended March 31, 2026 Roswell Park reimbursed the Company $0.1 million, which was recorded as a reduction of research and development expense.

6. PROPERTY AND EQUIPMENT

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


	Period Ended
	March 31, 2026			December 31, 2025
Finance lease right of use assets	$	21,978		$	20,722
Lab equipment		39,740			37,384
Computers and software		3,513			3,513
Furniture and fixtures		2,023			2,023
Leasehold improvements		9,661			9,661
Construction in process		2,452			4,105
Total property and equipment		79,367			77,408
Less accumulated depreciation		(51,530	)		(48,257	)
Property and equipment, net	$	27,837		$	29,151

The Company leases equipment under agreements which are classified as finance lease liabilities in the accompanying unaudited condensed consolidated balance sheet. The equipment and obligations related to the leases are recorded at the present value of the lease payments. Depreciation is computed on a straight-line basis over the shorter of the estimated useful lives of the assets or remaining lease term. Depreciation expense related to leased equipment totaled $2.2 million and $2.1 million for the three months ended March 31, 2026 and 2025.

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $3.3 million and $3.4 million, respectively, including the depreciation expense related to the leased equipment.

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7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	March 31,		December 31,
	2026		2025
Compensation and benefit	$	4,347	$	13,798
Research and development		11,463		23,414
Legal and professional		1,040		2,324
Other current liabilities		2,417		2,628
Total accrued expenses and other current liabilities	$	19,267	$	42,164

8. NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss attributable to the Company's common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share is computed similarly to basic net loss per share except that it also includes potential shares of common stock only if they are dilutive. When participating securities exist, earnings or losses are allocated between common and participating securities under the two-class method before calculating earnings per share. For the period presented, basic and diluted net loss per share are the same as any potential shares of common stock would be anti-dilutive and the participating securities do not share in losses of the Company.

The following securities are common stock equivalents, but were excluded in the computation of diluted net loss per common stock because to do so would have been anti-dilutive:


	Period Ended
	March 31,		March 31,
	2026		2025
Series A convertible preferred stock		—		26,398,943
Series B convertible preferred stock		—		20,745,628
Series C convertible preferred stock		—		22,188,673
Warrant to purchase Series A convertible preferred stock				98,749
Stock options outstanding		24,591,567		21,970,006
Total		24,591,567		91,401,999

9. WARRANT LIABILITY

On July 10, 2020, the Company issued a warrant to purchase up to 150,000 shares of Series A convertible preferred stock with an exercise price of $1.00 per share (the “Warrant”). The Warrant had an original term to maturity of 10 years, expiring on July 10, 2030. On March 2, 2026, the warrant was reclassified to a warrant to purchase 98,749 shares of common stock due to the automatic conversion of convertible preferred stock upon the closing of the IPO. Upon the automatic conversion of the convertible preferred stock (see Note 10), the Company remeasured the warrant liability to its fair market value and reclassified the total carrying value of the warrant liability into additional paid-in capital. In March 2026, the warrant was exercised by the warrant holder under the warrant's cashless (net) exercise provisions, resulting in the issuance of 86,423 shares of common stock to the warrant holder.

The assumptions that the Company used to determine the fair value of the Warrant are as follows:


	Period Ended
	March 2,			December 31,
	2026			2025
Expected term (years)		0.1			0.9
Expected volatility		73.0	%		86.8	%
Risk-free interest rate		3.7	%		3.6	%
Expected dividend yield		0.0	%		0.0	%
Fair value of Series A convertible preferred stock per share	$	11.44		$	9.29

10. CONVERTIBLE PREFERRED STOCK

Immediately prior to the closing of the IPO, the Company had an aggregate of 105,317,255 shares of redeemable convertible and convertible preferred stock issued and outstanding which automatically converted into 69,333,244 shares of common stock. Subsequent to the closing of the IPO, no shares of convertible preferred stock were issued or outstanding.

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As of December 31, 2025, the Company’s convertible preferred stock consisted of the following (in thousands, except share data):


	December 31, 2025
	Convertible Preferred Stock Authorized		Convertible Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A convertible preferred stock		40,250,000		40,100,000	$	40,053	$	40,100		26,398,943
Series B convertible preferred stock		31,512,642		31,512,642		373,133		469,660		20,745,628
Series C convertible preferred stock		42,194,093		33,704,613		398,640		450,689		22,188,673
		113,956,735		105,317,255	$	811,826	$	960,449		69,333,244

11. COMMON STOCK

As of March 31, 2026, the Company had authorized 500,000,000 shares of common stock.

As of March 31, 2026, the Company had reserved 31,686,348 shares for the exercise of outstanding stock options and the number of shares remaining available for grant under the 2026 Equity Incentive Plan (see Note 12).


	March 31,		December 31,
	2026		2025
Series A convertible preferred stock outstanding		—		26,398,943
Series B convertible preferred stock outstanding		—		20,745,628
Series C convertible preferred stock outstanding		—		22,188,673
Stock options outstanding		24,591,567		20,422,301
Shares reserved for future issuance under the 2019 Plan		—		3,404,855
Shares reserved for exercise of outstanding Warrant		—		98,749
Shares reserved for future issuance under the 2026 Plan		7,094,781		-
Total shares of common stock reserved for issuance		31,686,348		93,259,149

12. STOCK-BASED COMPENSATION

2019 Equity Incentive Plan

During 2019, the Company adopted the 2019 Equity Incentive Plan, as amended (the “2019 Plan”). The 2019 Plan provided for the issuance of up to 19,801,227 shares of common stock as of March 31, 2026, to employees, officers, directors, consultants, and advisors in the form of non-qualified and incentive stock options, restricted stock awards, and other stock-based awards. Options typically vest over four years and have a maximum term of 10 years. Concurrent with the IPO in February 2026, all shares available for issuance under the 2019 Plan ceased to be available for issuance as the 2026 Equity Incentive Plan became effective.

2026 Equity Incentive Plan

During the three months ended March 31, 2026, in connection with the Company's IPO, the Company adopted the 2026 Equity Incentive Plan, as amended (the “2026 Plan”). The 2026 Plan initially provided for the issuance of up to 11,852,719 shares of common stock, and will be increased annually at 4% of the outstanding number of shares of common stock outstanding per year, or a lesser amount determined by the board of directors, as well as for forfeitures and cancellations under the 2019 Plan. As of March 31, 2026, there were 7,094,781 shares of common stock available for issuance to employees, officers, directors, consultants, and advisors in the form of non-qualified and incentive stock options, restricted stock awards, and other stock-based awards. Options typically vest over four years and have a maximum term of 10 years.

Stock Option Valuation

The Company typically grants stock options to employees and non-employees at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant.

The Company utilized the Black-Scholes OPM to estimate the fair value of stock options awarded to employees, officers, directors, consultants and advisors. The Black-Scholes OPM requires several key assumptions. The assumptions that the Company used to determine the grant-date fair value of options granted to employees, non-employees and directors were as follows, presented on a weighted-average basis:

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	Three Months Ended March 31,
	2026
Expected term (in years)		6.2
Expected volatility		82.4	%
Risk-free interest rate		3.7	%
Expected dividend yield		—

As of March 31, 2026, there was $95.3 million of unrecognized compensation expense, related to unvested time-based stock options that will be recognized over a weighted-average remaining term of 3.0 years.

Prior to January 1, 2024, the Company issued stock options covering shares 631,665 of common stock subject to the performance condition of entering into one or more strategic transactions pursuant to which the Company has the right to receive, in the aggregate, at least $200.0 million in specified payments. During the year ended December 31, 2022, the vesting of stock options covering 157,916 shares of stock with this performance condition was accelerated following the signing of the Amgen Collaboration Agreement in recognition of performance that did not otherwise achieve the performance condition. During the year ended December 31, 2025, the vesting of stock options covering 157,916 shares of common stock with this performance condition was accelerated following the signing of the Novartis Collaboration Agreement in recognition of performance that did not otherwise achieve the performance condition. The balance of 315,833 shares of common stock underlying these stock options remains outstanding. No stock-based compensation expense has been recorded on the remaining unvested stock options as the performance conditions are not deemed probable of occurrence.

During the year ended December 31, 2024, the Company issued stock options covering 65,832 shares of common stock subject to the performance condition of entering into one or more strategic transactions pursuant to which the Company has the right to receive, in the aggregate, at least $50.0 million in specified payments. Additionally, the Company issued stock options covering 65,832 shares of common stock subject to the performance condition of entering into one or more strategic transactions pursuant to which the Company has the right to receive, in the aggregate, at least $100.0 million in specified payments. Any unvested shares underlying both stock option grants lapsed and were forfeited as of January 1, 2026. During the three months ended March 31, 2026, the stock options covering 131,664 shares of common stock expired.

The following table summarizes the option activity under the 2019 Plan and the 2026 Plan:


	Options			Weighted Average Exercise Price per Unit		Weighted Average Remaining Life (in Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025		20,422,301		$	5.91		7.3	$	119,435
Granted		5,240,236			15.64
Exercised		(655,860	)		4.92
Forfeited/Expired		(415,110	)		7.34
Outstanding at March 31, 2026		24,591,567		$	7.98		7.7	$	127,956
Exercisable at March 31, 2026		12,438,020		$	4.86		6.5	$	122,042

During the three months ended March 31, 2026, the Company granted stock options to purchase an aggregate of 5,240,236 shares at weighted average grant date fair value per option share of $15.64.

The Company recorded stock-based compensation expense in the following expense categories of its unaudited condensed consolidated statement of operations and comprehensive loss:

Generate Biomedicines, Inc. 10-Q