COMMITMENTS AND CONTINGENCIES	6 Months Ended
Jun. 30, 2026
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 11: COMMITMENTS AND CONTINGENCIES Cancer Prevention and Research Institute of Texas In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from Cancer Prevention & Research Institute of Texas (“CPRIT”) to support the Company’s clinical investigation of MT-401 (the “CPRIT AML Grant”). In December 2024, the Company received notice of an additional $9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with pancreatic cancer (“the CPRIT Pancreatic Grant”). Both CPRIT grants contain identical terms surrounding intellectual property and revenue sharing. Per the CPRIT grant agreements, the Company will retain ownership over any intellectual property developed under the contracts (the “Project Results”). With respect to non-commercial use of any Project Results, the Company agreed to grant to CPRIT a nonexclusive, irrevocable, royalty-free, perpetual, worldwide license with the right to sublicense any necessary additional intellectual property rights to exploit all Project Results by CPRIT, other governmental entities and agencies of the State of Texas, and private or independent institutions of higher education located in Texas, solely for academic, research, and other non-commercial purposes. If the Company’s products become commercially saleable, the Company is obligated to make payments to CPRIT, with respect to net sales of any product covered in the contract, equal to a percentage of revenue ranging from the low-to-mid single digits. These payments will continue up to and until CPRIT receives an aggregate amount of 400% of the sum of all monies paid to the Company by CPRIT under the grant agreements. If the Company is required to obtain a license from a third party to sell any such product, the revenue sharing percentages may be reduced. In addition, once the Company has paid CPRIT 400% of the monies received under the grant agreements, the Company will continue to pay CPRIT a revenue-sharing percentage of 0.5% for the remainder of the Revenue Term as specified in the grant agreement. License Agreement with the Baylor College of Medicine In March 2018, the Company entered into an exclusive license agreement with BCM under which the Company acquired a worldwide, exclusive license to BCM’s rights in and to certain intellectual property rights, including a European patent to develop and commercialize MAR-T cell product candidates (the “BCM License Agreement”). In exchange for the license, the Company issued shares of its common stock to BCM valued at approximately $5.0 million at the time of issuance, agreed to make royalty payments to BCM upon commercial sales according to the royalty schedule in the BCM License Agreement, under which the royalty percentages increase in proportion to the aggregate net sales, and agreed to pay BCM certain milestone payments up to an aggregate of $64.85 million. The milestone payments are based upon the occurrence of nine particular milestones relating to completion of the first dosing in clinical trials for a first and second distinct product, FDA approval, and achievement of certain net sales goals. The Company is also responsible for sublicensing fees and for reimbursing BCM for related-party expenses. In addition, upon a liquidity event (as defined in the BCM License Agreement) of the Company, BCM will receive a one-time liquidity incentive payment of 0.5% of the liquidity event proceeds (as defined in the BCM License Agreement). Legal Proceedings From time to time, we may become involved in legal proceedings, including those arising in the ordinary course of our business. We are not currently a party to any legal proceedings that we believe could have a material adverse effect on our business, operating results or financial condition. IRS Penalties The Company received notification from the Internal Revenue Service (“IRS”) relating to the failure to timely file certain Form 5500 filings associated with its 401-K Plan for certain plan years between 2020 and 2024. The notices assess penalties and related interest totaling approximately $0.5 million. The Company intends to pursue available administrative remedies, including requests for penalty abatement and/or appeals, which could result in a reduction or elimination of the assessed amounts. In accordance with ASC 450, Contingencies, management evaluated the matter and concluded that payment of the full assessed amount was not probable as of June 30, 2026. While a loss may ultimately be incurred upon resolution of the matter, the amount of any such loss is not reasonably estimable as of June 30, 2026. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements as of June 30, 2026 related to this matter. The Company will continue to monitor the status of this matter, including the outcome of any abatement requests or appeals, and will reassess its conclusions under ASC 450 as additional information becomes available.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2026

NOTE 11: COMMITMENTS AND CONTINGENCIES

Cancer Prevention and Research Institute of Texas

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from Cancer Prevention & Research Institute of Texas (“CPRIT”) to support the Company’s clinical investigation of MT-401 (the “CPRIT AML Grant”). In December 2024, the Company received notice of an additional $9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with pancreatic cancer (“the CPRIT Pancreatic Grant”). Both CPRIT grants contain identical terms surrounding intellectual property and revenue sharing.

Per the CPRIT grant agreements, the Company will retain ownership over any intellectual property developed under the contracts (the “Project Results”). With respect to non-commercial use of any Project Results, the Company agreed to grant to CPRIT a nonexclusive, irrevocable, royalty-free, perpetual, worldwide license with the right to sublicense any necessary additional intellectual property rights to exploit all Project Results by CPRIT, other governmental entities and agencies of the State of Texas, and private or independent institutions of higher education located in Texas, solely for academic, research, and other non-commercial purposes.

If the Company’s products become commercially saleable, the Company is obligated to make payments to CPRIT, with respect to net sales of any product covered in the contract, equal to a percentage of revenue ranging from the low-to-mid single digits. These payments will continue up to and until CPRIT receives an aggregate amount of 400% of the sum of all monies paid to the Company by CPRIT under the grant agreements. If the Company is required to obtain a license from a third party to sell any such product, the revenue sharing percentages may be reduced. In addition, once the Company has paid CPRIT 400% of the monies received under the grant agreements, the Company will continue to pay CPRIT a revenue-sharing percentage of 0.5% for the remainder of the Revenue Term as specified in the grant agreement.

License Agreement with the Baylor College of Medicine

In March 2018, the Company entered into an exclusive license agreement with BCM under which the Company acquired a worldwide, exclusive license to BCM’s rights in and to certain intellectual property rights, including a European patent to develop and commercialize MAR-T cell product candidates (the “BCM License Agreement”). In exchange for the license, the Company issued shares of its common stock to BCM valued at approximately $5.0 million at the time of issuance, agreed to make royalty payments to BCM upon commercial sales according to the royalty schedule in the BCM License Agreement, under which the royalty percentages increase in proportion to the aggregate net sales, and agreed to pay BCM certain milestone payments up to an aggregate of $64.85 million. The milestone payments are based upon the occurrence of nine particular milestones relating to completion of the first dosing in clinical trials for a first and second distinct product, FDA approval, and achievement of certain net sales goals. The Company is also responsible for sublicensing fees and for reimbursing BCM for related-party expenses. In addition, upon a liquidity event (as defined in the BCM License Agreement) of the Company, BCM will receive a one-time liquidity incentive payment of 0.5% of the liquidity event proceeds (as defined in the BCM License Agreement).

Legal Proceedings

From time to time, we may become involved in legal proceedings, including those arising in the ordinary course of our business. We are not currently a party to any legal proceedings that we believe could have a material adverse effect on our business, operating results or financial condition.

IRS Penalties

The Company received notification from the Internal Revenue Service (“IRS”) relating to the failure to timely file certain Form 5500 filings associated with its 401-K Plan for certain plan years between 2020 and 2024. The notices assess penalties and related interest totaling approximately $0.5 million.

The Company intends to pursue available administrative remedies, including requests for penalty abatement and/or appeals, which could result in a reduction or elimination of the assessed amounts. In accordance with ASC 450, Contingencies, management evaluated the matter and concluded that payment of the full assessed amount was not probable as of June 30, 2026. While a loss may ultimately be incurred upon resolution of the matter, the amount of any such loss is not reasonably estimable as of June 30, 2026. Accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements as of June 30, 2026 related to this matter. The Company will continue to monitor the status of this matter, including the outcome of any abatement requests or appeals, and will reassess its conclusions under ASC 450 as additional information becomes available.