abcl-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: 001-39781

_________________________________________________________

AbCellera Biologics Inc.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________


British Columbia			Not Applicable
( State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
150 W 4th Avenue Vancouver, BC			V5Y 1G6
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (604) 559-9005

_________________________________________________________

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 shares, no par value per share

ABCL

The Nasdaq Stock 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, 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 May 7, 2026, the registrant had 305,375,393 common shares, no par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Loss and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity	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	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 5.	Other Information	80
Item 6.	Exhibits	81
	Signatures	82

Summary of the Material and Other Risks Associated with Our Business

Our business is subject to numerous material and other risks and uncertainties. You should carefully consider the following information together with the other information appearing elsewhere in this Quarterly Report, including our financial statements and related notes hereto. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. The risks and uncertainties described below may change over time and other risks and uncertainties, including those that we do not currently consider material, may impair our business. These risks include, but are not limited to, the following:

•We have incurred losses in certain years since inception, including in 2025, and we may not be able to generate sufficient revenue to achieve profitability.

•Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, making it difficult to predict our future operating results and could cause our operating results to fall below expectations.

•Our commercial success depends on the quality of our antibody discovery and development capabilities, technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry.

•Failure to execute our business strategy could adversely impact our growth and profitability.

•Successful development of our current and future drug candidates is uncertain and we may discontinue or reprioritize the development of any of our drug candidates at any time, at our discretion.

•Development of a biological molecule or other drug is inherently uncertain, and it is possible that none of the drug candidates discovered using our discovery and development capabilities that are further developed by us or our partners will receive marketing approval or become viable commercial drugs, on a timely basis, or at all.

•Interim, preliminary or top-line data from our clinical trials, including Phase 1 clinical data for ABCL635, that we may announce or publish may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

•We may not be able to file applications or amendments to commence additional clinical trials on the timelines we expect, and even if we are able to file as expected, the regulatory body may not permit us to proceed.

•We have no marketed proprietary drugs and have not yet independently started late-stage clinical development, which makes it difficult to assess our ability to independently develop future drug candidates and monetize any resulting drugs.

•Our long-term prospects depend in part upon discovering, developing and commercializing additional drug candidates, which may fail in development or suffer delays that adversely affect their commercial viability.

•Our partners have significant discretion in determining when and whether to make announcements, if any, about the status of our partnerships, including about clinical developments and timelines for advancing collaborative programs, and the price of our common shares may decline as a result of announcements of unexpected results or developments.

•We face significant competition, and if our competitors develop and market therapies that are more effective, safer or less expensive than our drug candidates, our commercial opportunities will be negatively impacted.

•Upgrading and integrating our business systems could result in implementation issues and business disruptions.

•If we are unable to obtain and maintain sufficient intellectual property protection for our technology, including our discovery and development capabilities and the resulting drug candidates, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technologies or a platform similar or identical to ours, and our ability to successfully sell our drug candidates, drugs or services may be impaired.

•We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful and have a material adverse effect on the success of our business.

•If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.

•Sales of a substantial number of our common shares in the public market could cause our share price to fall significantly, even if our business is doing well.

•Impairment charges pertaining to goodwill, identifiable intangible assets or other long-lived assets could have an adverse non-cash accounting impact on our results of operations.

•The market price of our common shares may be volatile, including the market's reaction to near-term clinical milestones, such as our recent Phase 1 clinical data release and the topline data from the Phase 2 trial anticipated in the third quarter of 2026; consequently, you could lose all or part of your investment.

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties contained in Part II, Item 1A, Risk Factors, together with all other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our other filings with the Securities and Exchange Commission, or the SEC, before investing in our common shares. Any of the risk factors we describe below under Part II, Item 1A, Risk Factors, could adversely affect our business, financial condition or results of operations. The market price of our common shares could decline if one or more of these risks or uncertainties were to occur, which may cause you to lose all or part of the money you paid to buy our common shares. Additional risks that are currently unknown to us or that we currently believe to be immaterial may also impair our business. Certain statements below are forward-looking statements. See “Forward-Looking Information” in this Quarterly Report on Form 10-Q.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AbCellera Biologics Inc.

Condensed Consolidated Balance Sheets

(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)

(Unaudited)


	December 31, 2025		March 31, 2026
Assets
Current assets:
Cash and cash equivalents	$	128,513	$	77,063
Marketable securities	405,313		427,669
Total cash, cash equivalents, and marketable securities	533,826		504,732
Accounts and accrued receivable	58,293		36,761
Restricted cash	25,000		25,000
Other current assets	111,113		98,103
Total current assets	728,232		664,596
Long-term assets:
Property and equipment, net	428,003		422,806
Intangible assets, net	38,381		37,460
Goodwill	47,806		47,806
Investments in equity accounted investees	62,580		65,308
Other long-term assets	51,948		69,136
Total long-term assets	628,718		642,516
Total assets	$	1,356,950	$	1,307,112
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and other current liabilities	$	50,781	$	39,551
Deferred revenue	13,526		7,743
Total current liabilities	64,307		47,294
Long-term liabilities:
Operating lease liability	137,403		134,309
Deferred government contributions	174,453		176,105
Other long-term liabilities	13,883		11,321
Total long-term liabilities	325,739		321,735
Total liabilities	390,046		369,029
Commitments and contingencies
Shareholders' equity:
Common shares: no par value, unlimited authorized shares at December 31, 2025 and March 31, 2026: 300,600,710 and 303,945,581 shares issued and outstanding at December 31, 2025 and March 31, 2026, respectively	802,341		816,533
Additional paid-in capital	198,279		196,616
Accumulated other comprehensive loss	(4,234)		(2,419)
Accumulated deficit	(29,482)		(72,647)
Total shareholders' equity	966,904		938,083
Total liabilities and shareholders' equity	$	1,356,950	$	1,307,112

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

AbCellera Biologics Inc.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(All figures in U.S. dollars. Amounts are expressed in thousands except share and per share data.)

(Unaudited)


	Three months ended March 31,
	2025		2026
Revenue:
Research fees	$	4,068	$	8,124
Licensing and royalty revenue	167		191
Total revenue	4,235		8,315
Operating expenses:
Research and development(1)	42,496		46,662
Sales, general, and administrative(1)	19,068		12,334
Depreciation and amortization	5,331		6,838
Total operating expenses	66,895		65,834
Loss from operations	(62,660)		(57,519)
Other income:
Interest and other	(5,523)		(3,643)
Grants and incentives	(4,153)		(4,339)
Total other income	(9,676)		(7,982)
Loss before income tax	(52,984)		(49,537)
Income tax recovery	(7,363)		(6,372)
Net loss	$	(45,621)	$	(43,165)
Foreign currency translation adjustment	(2,620)		1,815
Comprehensive loss	$	(48,241)	$	(41,350)

Net loss per share
Basic	$	(0.15)	$	(0.14)
Diluted	$	(0.15)	$	(0.14)
Weighted-average common shares outstanding
Basic	297,692,663		303,074,605
Diluted	297,692,663		303,074,605

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

(1)Exclusive of depreciation and amortization

AbCellera Biologics Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)

(Unaudited)


	Common Shares			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Shares	Amount
Balances as of December 31, 2025	300,600,710	$	802,341	$	198,279	$	(29,482)	$	(4,234)	$	966,904
Shares issued and restricted stock units (“RSUs”) vested under stock option plan	3,344,871	14,192		(13,676)		–		–		516
Stock-based compensation	–	–		12,013		–		–		12,013
Foreign currency translation adjustment	–	–		–		–		1,815		1,815
Net loss	–	–		–		(43,165)		–		(43,165)
Balances as of March 31, 2026	303,945,581	$	816,533	$	196,616	$	(72,647)	$	(2,419)	$	938,083


	Common Shares			Additional Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Shares	Amount
Balances as of December 31, 2024	295,757,002	$	777,171	$	166,361	$	116,930	$	(4,378)	$	1,056,084
Shares issued and restricted stock units (“RSUs”) vested under stock option plan	2,598,750	12,897		(12,746)		–		–		151
Stock-based compensation	–	–		14,988		–		–		14,988
Foreign currency translation adjustment	–	–		–		–		(2,620)		(2,620)
Net loss	–	–		–		(45,621)		–		(45,621)
Balances as of March 31, 2025	298,355,752	$	790,068	$	168,603	$	71,309	$	(6,998)	$	1,022,982

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

AbCellera Biologics Inc.

Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars.)

(Unaudited)


	Three months ended March 31,
	2025		2026
Cash flows from operating activities:
Net loss	$	(45,621)	$	(43,165)
Cash flows from operating activities:
Depreciation of property and equipment	4,409		5,918
Amortization of intangible assets	922		920
Amortization of operating lease right-of-use assets	1,274		1,817
Stock-based compensation	14,786		12,013
Other	2,213		2,377
Changes in operating assets and liabilities:
Research fees and grants receivable	(1,133)		13,103
Income taxes payable	(4,408)		(4,970)
Accounts payable and accrued liabilities	(3,409)		(9,406)
Deferred revenue	13,313		(8,033)
Deferred grant income	(1,220)		(2,356)
Other assets	7,320		(1,741)
Net cash used in operating activities	(11,554)		(33,523)
Cash flows from investing activities:
Purchases of property and equipment	(10,636)		(3,831)
Purchase of marketable securities	(164,990)		(166,308)
Proceeds from marketable securities	190,027		143,802
Receipt of grant funding	1,018		1,361
Long-term investments and other assets	(7,484)		(105)
Net cash provided by (used in) investing activities	7,935		(25,081)
Cash flows from financing activities:
Proceeds from long-term liabilities and other	5,970		7,192
Net cash provided by financing activities	5,970		7,192
Effect of exchange rate changes on cash and cash equivalents	590		(38)
Increase (decrease) in cash and cash equivalents	2,941		(51,450)
Cash and cash equivalents and restricted cash, beginning of period	183,615		155,249
Cash and cash equivalents and restricted cash, end of period	$	186,556	$	103,799
Restricted cash included in other assets	2,290		1,736
Total cash, cash equivalents, and restricted cash shown on the balance sheet	$	184,266	$	102,063
Supplemental disclosure of non-cash investing and financing activities
Property and equipment in accounts payable	10,960		706
Right-of-use assets obtained in exchange for operating lease obligation	3,361		–

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

AbCellera Biologics Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(All figures in U.S. dollars. Amounts are expressed in thousands except share data.)

(Unaudited)

1. Nature of operations

AbCellera Biologics Inc.’s (the “Company”) is a clinical-stage biotechnology company focused on discovering and developing antibody medicines for indications with high unmet medical need. The Company aims to bring antibody drug candidates from target to clinic by combining expertise, technologies, and infrastructure for antibody drug discovery and development. The Company uses its capabilities to develop its own pipeline of future antibody drugs and has a diversified portfolio of royalty (and equivalent) stakes in future antibody drugs with partners.

2. Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, the year-end condensed consolidated financial statement data was derived from audited financial statements and these financial statements do not include all the information and footnotes required for complete financial statements. These statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2025.

These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three months ended March 31, 2025 and 2026 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2025.

All amounts expressed in these condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars.

3. Significant accounting policies

Use of estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and the estimates associated with stock-based compensation awards. The Company bases its estimates 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 when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates.

Recent accounting pronouncements

The Company has reviewed recent accounting pronouncements in the three months ended March 31, 2026 and concluded that they are either not applicable to the Company or no material impact is expected in the condensed consolidated financial statements as a result of future adoption.

4. Net loss per share

Basic and diluted net loss per share was calculated as follows:


	Three months ended March 31,
Basic and diluted loss per share	2025		2026
Net loss	$	(45,621)	$	(43,165)
Weighted-average common shares outstanding	297,692,663		303,074,605
Net loss per share - basic and diluted	$	(0.15)	$	(0.14)

The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2025 and March 31, 2026 as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding for the three months ended March 31, 2025 and March 31, 2026 used to calculate both basic and diluted net loss per share is the same.

The Company excluded 71,947,646 and 79,140,601 potential common shares for the three months ended March 31, 2025 and 2026, respectively, from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.

5. Property and equipment, net

Property and equipment, net consisted of the following:


	December 31, 2025		March 31, 2026
Land	$	53,405	$	53,405
Building and building improvements	193,160		194,834
Equipment	102,935		103,801
Operating lease right-of-use assets	136,117		134,300
Property and equipment	485,617		486,340
Less: accumulated depreciation	(57,614)		(63,534)
Property and equipment, net	$	428,003	$	422,806

Depreciation expense on property and equipment for the three months ended March 31, 2025 and 2026 was $4.4 million and $5.9 million, respectively.

6. Intangible assets

Intangible assets consisted of the following:


	December 31, 2025						March 31, 2026
	Gross carrying amount		Accumulated amortization		Net book value		Gross carrying amount		Accumulated amortization		Net book value
License	$	16,620	$	8,968	$	7,652	$	16,620	$	9,370	$	7,250
Technology	52,700		21,971		30,729		52,700		22,490		30,210
Total	$	69,320	$	30,939	$	38,381	$	69,320	$	31,860	$	37,460

Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended March 31:


	Amortization Expense
2027	$	3,732
2028	3,732
2029	3,732
2030	3,686
2031	2,326
	$	17,208

7. Investments in equity accounted investees and other assets

The Company has entered into two separate 50% joint ventures, Dayhu JV and Beedie JV, as part of the construction of new office and laboratory headquarters. The Company recorded immaterial amounts of proportionate income or loss with respect to either venture in the three months ended March 31, 2025 and 2026.

Dayhu JV

As of December 31, 2025 and March 31, 2026, the equity investment balance was $10.8 million and $11.5 million, respectively, of which substantially all the assets in the Dayhu JV are comprised of property and equipment. As of December 31, 2025 and March 31, 2026, the Company recorded a right-of-use asset of $45.9 million and $45.2 million, respectively, and an operating lease liability of $46.7 million and $45.6 million, respectively, associated with an office lease with the Dayhu JV. In the three months ended March 31, 2025 and 2026, the Company incurred lease expense of $1.2 million and $1.3 million, respectively, to the Dayhu JV included within operating expenses.

As of December 31, 2025 and March 31, 2026, the Dayhu JV’s fixed-rate mortgage had a balance of $61.2 million and $60.2 million, respectively. The Company provides a limited guarantee of the JV's loan obligations, capped at CAD $42.0 million ($30.6 million), which matches a corresponding guarantee provided by the Dayhu JV partner.

Beedie JV

As of December 31, 2025 and March 31, 2026, the equity investment balance was $51.8 million and $53.8 million, respectively, of which substantially all the assets in the Beedie JV are comprised of property and equipment. As of December 31, 2025 and March 31, 2026, the Company recorded a right-of-use asset of $71.5 million and $71.0 million, respectively, and an operating lease liability of $75.7 million and $74.4 million, respectively, associated with an office lease with the Beedie JV. In the three months ended March 31, 2025 and 2026, the Company incurred lease expense of nil and $1.8 million, respectively, to the Beedie JV included within operating expenses.

The Company had a loan receivable balance of $39.4 million and $39.2 million at December 31, 2025 and March 31, 2026, respectively, included within other current assets. The loan receivable is directly with our JV partner, Beedie, which relates to the land and construction loan that matures in February 2027.

8. Other current assets and liabilities

Other current assets

December 31, 2025

March 31, 2026

SEC Form 10-Q filed by AbCellera Biologics Inc.