Generate Biomedicines Inc 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March 31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from ______________________ to ______________________Commission File Number: 001-43165 Generate Biomedicines, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction ofincorporation or organization)101 South Street, Suite 900Somerville, MA(Address of principal executive offices) Registrant’s telephone number, including area code: (888) 469-0055 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reportingcompany☒Emerging growthcompany☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 or15(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 PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations and Comprehensive Loss2Condensed Consolidated Statements of Convertible Preferred Stock, Non-Controlling interest andStockholders' Deficit3Condensed Consolidated Statements of Cash Flows4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market Risk28Item 4.Controls and Procedures28 PART II.OTHER INFORMATION Item 1.Legal Proceedings30Item 1A.Risk Factors30Item 2.Unregistered Sales of Equity Securities and Use of Proceeds91Item 3.Defaults Upon Senior Securities92Item 4.Mine Safety Disclosures92Item 5.Other Information92Item 6.Exhibits93Signatures94 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements about us andour industry that involve substantial risks and uncertainties, and which are made pursuant to the safe harbor provisionsof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical factscontained 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 clinicaltrials, research and development costs, regulatory approvals, commercial strategy, timing and likelihood of success, aswell as plans and objectives of management for future operations, are forward-looking statements. Although we believethat the expectations reflected in these forward-looking statements are reasonable, these statements relate to futureevents or our future operational or financial performance, and involve known and unknown risks, uncertainties, andother factors that may cause our actual results, performance or achievements to be materially different from any futureresults, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this Quarterly Report include, but are not limited to, statem