dtil-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________________

FORM 10-Q

________________________________________________________

(Mark One)


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

For the quarterly period ended March 31, 2026


o			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: 001-38841

________________________________________________________

Precision BioSciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________________________


Delaware			20-4206017
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
302 East Pettigrew St., Suite A-100 Durham, North Carolina			27701
(Address of principal executive offices)			(Zip Code)

(919) 314-5512

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

________________________________________________________

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 $0.000005 per share	DTIL	The Nasdaq Capital 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 x No o

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 x No o

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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. o

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

As of April 30, 2026, the registrant had 25,802,247 shares of common stock, $0.000005 par value per share, outstanding.

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		Page
	Forward-Looking Statements	3
	Risk Factor Summary	5
PART I.	FINANCIAL INFORMATION	7
Item 1.	Financial Statements (unaudited)	7
	Condensed Balance Sheets	7
	Condensed Statements of Operations	8
	Condensed Statements of Changes in Stockholders’ Equity	9
	Condensed Statements of Cash Flows	10
	Notes to Condensed Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	87
	Signatures	88

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in 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 present and historical facts contained in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding our future results of operations and financial position, business strategy and approach, including related results, prospective products, use and development of licensed products, planned preclinical studies and clinical trials, or discontinuance thereof, the status and results of our preclinical studies, expected release of interim data, expectations regarding the use and effects of ARCUS, including in connection with in vivo genome editing, collaborations and potential new partnerships or alternative opportunities for our product candidates, potential new application filings and regulatory approvals, research and development costs, timing, expected results and likelihood of success, as well as plans and objectives of management for future operations may be forward-looking statements. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II. Item 1A. “Risk Factors” and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These risks and uncertainties include, but are not limited to:

•our ability to become profitable;

•our ability to procure sufficient funding to advance our programs;

•risks associated with raising additional capital and requirements under our current debt instruments and effects of restrictions thereunder;

•our operating expenses and our ability to predict what those expenses will be;

•our limited operating history;

•the success of our programs and product candidates in which we expend our resources;

•our limited ability or inability to assess the safety and efficacy of our product candidates;

•the risk that other genome-editing technologies may provide significant advantages over our ARCUS technology;

•our dependence on our ARCUS technology;

•the initiation, cost, timing, progress, achievement of milestones and results of research and development activities and preclinical and clinical studies;

•public perception about genome editing technology and its applications;

•competition in the genome editing, biopharmaceutical, and biotechnology fields;

•our or our collaborators’ ability to identify, develop and commercialize product candidates;

•potential product liability lawsuits and penalties against us or our collaborators related to our technology and our product candidates;

•the U.S. and foreign regulatory landscape applicable to our and our collaborators’ development of product candidates;

•our or our collaborators’ or other licensees’ ability to advance product candidates into, and successfully design, implement and complete clinical trials;

•potential manufacturing problems associated with the development or commercialization of any of our product candidates;

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•delays or difficulties in our or our collaborators’ ability to enroll patients in clinical trials;

•results of preclinical studies and early clinical trials of product candidates may not be predictive of results of later studies or trials'

•changes in interim “top-line” and initial data that we announce or publish;

•if our product candidates do not work as intended or cause undesirable side effects;

•risks associated with applicable healthcare, data protection, privacy and security regulations and our compliance therewith;

•effects of system failures, cyber-attacks, and security breaches;

•our ability to obtain orphan drug designation, fast track designation, rare pediatric disease designation, or a priority review voucher for our product candidates, or to realize the expected benefits of these designations;

•our or our collaborators’ ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate;

•the rate and degree of market acceptance of any of our product candidates;

•our ability to effectively manage the growth of our operations;

•our ability to attract, retain, and motivate executives and personnel;

•insurance expenses and exposure to uninsured liabilities;

•effects of tax rules;

•the success of our existing collaboration or other licensees’ agreements and our ability to enter into new collaboration arrangements;

•our current and future relationships with and reliance on third parties including suppliers and manufacturers;

•our ability to obtain and maintain intellectual property protection for our technology and any of our product candidates;

•potential litigation relating to infringement or misappropriation of intellectual property rights;

•effects of natural and man-made disasters, public health emergencies and other natural catastrophic events;

•effects of sustained inflation, supply chain disruptions and major central bank policy actions;

•market and economic conditions;

•risks related to ownership of our common stock, including fluctuations in our stock price; and

•our ability to meet the requirements of and maintain listing of our common stock on Nasdaq or other public stock exchanges.

Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Precision,” the “Company,” “we,” “us,” and “our,” refer to Precision BioSciences, Inc.

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RISK FACTOR SUMMARY

Our business is subject to numerous risks and uncertainties, including those described in Part II. Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully consider these risks and uncertainties when investing in our common stock. Some of the principal risks and uncertainties include the following.

•We have incurred significant operating losses since our inception and expect to continue to incur losses for the foreseeable future. We have not been profitable and may not achieve or maintain profitability.

•We will need substantial additional funding, and if we are unable to raise a sufficient amount of capital when needed on acceptable terms, or at all, we may be forced to delay, reduce or eliminate some or all of our research programs, product development activities and commercialization efforts.

•We have a limited operating history, which makes it difficult to evaluate our current business and future prospects and may increase the risk of your investment.

•ARCUS is a novel technology, making it difficult to predict the time, cost and potential success of product candidate development. We have not yet been able to assess the safety and efficacy of most of our product candidates in humans.

•We are heavily dependent on the successful development and translation of ARCUS, and due to the early stages of our product development operations, we cannot give any assurance that any product candidates will be successfully developed and commercialized.

•If our product candidates do not achieve projected development milestones or commercialization in the announced or expected timeframes, the further development or commercialization of such product candidates may be delayed, and our business will be harmed.

•Adverse public perception of genome editing may negatively impact the developmental progress or commercial success of products that we develop alone or with collaborators.

•We face significant competition in industries experiencing rapid technological change, and there is a possibility that our competitors may achieve regulatory approval before us or develop product candidates or treatments that are safer or more effective than ours, which may harm our financial condition and our ability to successfully market or commercialize any of our product candidates.

•Our future profitability, if any, will depend in part on our ability and the ability of our collaborators to commercialize any products that we or our collaborators may develop in markets throughout the world. Commercialization of products in various markets could subject us to risks and uncertainties.

•Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any products that we develop alone or with collaborators.

•The regulatory landscape that will apply to development of therapeutic product candidates by us or our collaborators is rigorous, complex, uncertain and subject to change, which could result in delays or termination of development of such product candidates or unexpected costs in obtaining regulatory approvals.

•We may not be able to submit INDs to the FDA or CTAs to comparable foreign authorities to commence clinical trials on the timelines we expect, and even if we are able to, the FDA or comparable foreign authorities may not permit us to proceed.

•Clinical trials are difficult to design and implement, expensive, time-consuming and involve an uncertain outcome, and the inability to successfully and timely conduct clinical trials and obtain regulatory approval for our product candidates would substantially harm our business.

•Any product candidates that we or our collaborators or other licensees may develop will be novel and may be complex and difficult to manufacture, and if we experience manufacturing problems, it could result in delays in development and commercialization of such product candidates or otherwise harm our business.

•Any delays or difficulties in our or our collaborators’ ability to enroll patients in clinical trials could delay or prevent receipt of regulatory approvals.

•Results of preclinical studies and early clinical trials of product candidates may not be predictive of results of later studies or trials. Our product candidates may not have favorable results in later clinical trials, if any, or receive regulatory approval.

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•Our business and operations may suffer in the event of information technology system failures, cyber-attacks or deficiencies in our security, which could materially affect our results.

•Even if we obtain regulatory approval for any products that we develop alone or with collaborators, such products will remain subject to ongoing regulatory requirements, which may result in significant additional expense.

•Even if any product we develop alone or with collaborators receives marketing approval, such product may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success.

•Our future success depends on our key executives, as well as attracting, retaining and motivating qualified personnel.

•Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in the delisting of our common stock.

•Because we no longer qualify as an emerging growth company, we are subject to additional laws and regulations affecting public companies that may increase our costs and the demands on our management which could harm our operating results.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

PRECISION BIOSCIENCES, INC.

CONDENSED BALANCE SHEETS

(In thousands, except share and per share amounts)

(unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	99,370	$	110,823
Accounts receivable	4,000		—
Marketable securities	1,814		4,762
Prepaid expenses	3,503		3,110
Other current assets	6		45
Total current assets	108,693		118,740
Restricted cash	26,477		26,330
Property, equipment, and software—net	1,183		1,425
Intangible assets—net	1,127		1,166
Right-of-use assets—net	5,464		5,805
Investment in equity securities	744		744
Other assets	203		206
Total assets	$	143,891	$	154,416
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	944	$	296
Accrued compensation	1,140		4,747
Accrued research and development expenses	3,256		1,714
Lease liabilities	1,557		1,507
Other current liabilities	858		649
Total current liabilities	7,755		8,913
Loan payable	22,419		22,404
Lease liabilities	4,490		4,897
Warrant liability	22,802		15,695
Contract liabilities	10,000		10,000
Other noncurrent liabilities	324		259
Total liabilities	67,790		62,168
Stockholders’ equity:
Preferred stock: $0.0001 par value— 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock: $0.000005 par value— 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 25,832,913 shares issued and 25,805,898 shares outstanding as of March 31, 2026; 24,115,346 shares issued and 24,088,425 shares outstanding as of December 31, 2025	1		1
Additional paid-in capital	623,681		621,387
Accumulated deficit	(546,629)		(528,188)
Treasury stock	(952)		(952)
Total stockholders’ equity	76,101		92,248
Total liabilities and stockholders’ equity	$	143,891	$	154,416

See notes to condensed financial statements

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PRECISION BIOSCIENCES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended March 31,
	2026		2025
Revenue	$	10,838	$	29
Operating expenses
Research and development	13,110		13,588
General and administrative	6,803		8,553
Total operating expenses	19,913		22,141
Operating loss	(9,075)		(22,112)
Other (expense) income:
Gain from equity method investment	—		1,342
(Loss) gain on changes in other fair value adjustments	(2,951)		49
Loss on change in fair value of warrant liability	(7,107)		(804)
Interest expense	(311)		(354)
Interest income	999		1,323
Gain (loss) on disposal of assets	4		(9)
Total other (expense) income	(9,366)		1,547
Net loss	$	(18,441)	$	(20,565)

Net loss per share
Basic	$	(0.75)	$	(2.21)
Diluted	$	(0.75)	$	(2.21)

Weighted-average shares of common stock outstanding
Basic	24,634,443		9,292,066
Diluted	24,634,443		9,292,066

See notes to condensed financial statements

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PRECISION BIOSCIENCES, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Treasury Stock		Total Stockholders’ Equity
	Shares	Amount
Balance- December 31, 2024	8,229,730	$	1	$	539,808	$	(482,464)	$	(952)	$	56,393
Issuance of common stock under employee stock purchase plan	30,999	—		140		—		—		$	140
Share-based compensation expense	—	—		2,822		—		—		$	2,822
Issuance of common stock to licensees	220,712	—		1,031		—		—		$	1,031
Issuance of common stock through ATM facility, net of issuance cost	1,818,886	—		9,516		—		—		$	9,516
Settlement of restricted stock units	275,540	—		—		—		—		—
Net loss	—	—		—		(20,565)		—		$	(20,565)
Balance- March 31, 2025	10,575,867	$	1	$	553,317	$	(503,029)	$	(952)	$	49,337

Balance- December 31, 2025	24,115,346	$	1	$	621,387	$	(528,188)	$	(952)	$	92,248
Issuance of common stock under employee stock purchase plan	23,233	—		83		—		—		83
Share-based compensation expense	—	—		1,549		—		—		1,549
Issuance of common stock to licensees	201,504	—		662		—		—		662
Issuance of common stock from pre-funded warrants	875,000	—		—		—		—		—
Issuance of common stock through ATM facility, net of issuance cost	—	—		—		—		—		—
Settlement of restricted stock units	617,830	—		—		—		—		—
Net loss	—	—		—		(18,441)		—		(18,441)
Balance- March 31, 2026	25,832,913	$	1	$	623,681	$	(546,629)	$	(952)	$	76,101

See notes to condensed financial statements

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PRECISION BIOSCIENCES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2026		2025
Cash flows used in operating activities:
Net loss	$	(18,441)	$	(20,565)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	299		395
Share-based compensation	1,549		2,822
(Gain) loss on disposal of assets	(4)		9
Non-cash interest expense	117		132
Amortization of right-of-use assets	341		310
Loss (gain) on changes in other fair value adjustments	2,951		(49)
Gain from equity method investment	—		(1,342)
Amortization of discount on note receivable	—		(273)
Loss on change in fair value of warrant liability	7,107		804
Changes in operating assets and liabilities:
Prepaid expenses	(393)		1,850
Marketable securities	—		464
Accounts receivable	(4,000)		225
Contract asset	—		1,469
Other assets and other current assets	42		259
Accounts payable	648		(106)
Other liabilities and other current liabilities	(1,796)		(5,118)
Deferred revenue	—		(25)
Lease liabilities	(357)		(313)
Net cash used in operating activities	(11,937)		(19,052)
Cash flows used in investing activities:
Purchases of property, equipment and software	(18)		(64)
Purchases of intangible assets	(100)

SEC Form 10-Q filed by Precision BioSciences Inc.