What changed in this filing

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Item 1. Financial Statements

2021-05-06 compared with 2020-11-06 · 63 added, 199 removed, 221 unchanged (54% of the section changed)

3 unchanged sentences

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

September 30,

Current assets:

14 unchanged sentences

Operating lease liabilities

Other current liabilities

Total current liabilities

9 unchanged sentences

195,000,000 shares authorized;

62,331,700 and 54,533,798 shares issued, and 62,187,700 and 54,355,798 shares outstanding at September 30, 2020 and December 31, 2019, respectively

67,580,615 and 62,689,457 shares issued, and 67,472,615 and 62,563,457 shares outstanding at March 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Accumulated deficit

6 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Collaboration and other research and development revenues

3 unchanged sentences

Total operating expenses

Operating income (loss)

Other (expense) income, net:

Other (expense) income, net

Operating loss

Other income, net:

Other income, net

Interest income, net

Total other (expense) income, net

Net income (loss)

Net income (loss) per share, basic

Net income (loss) per share, diluted

Weighted-average common shares outstanding, basic

Weighted-average common shares outstanding, diluted

Total other income, net

Net loss per share, basic and diluted

Weighted-average common shares outstanding, basic and diluted

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

Editas Medicine, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss )

Condensed Consolidated Statements of Comprehensive Loss

(amounts in thousands)

Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

Other comprehensive income (loss):

Other comprehensive (loss) income:

Unrealized (loss) gain on marketable debt securities

Comprehensive income (loss)

Comprehensive loss

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

4 unchanged sentences

Stockholders’

Income (Loss)

Balance at December 31, 2020

Exercise of stock options

Vesting of restricted common stock awards

Stock-based compensation expense

Unrealized gain on marketable debt securities

Balance at March 31, 2020

Exercise of stock options

Issuance of common stock for public offering

Stock-based compensation expense

Vesting of restricted common stock awards

Purchase of common stock under benefit plans

Unrealized loss on marketable debt securities

Balance at June 30, 2020

Issuance of common stock for success payment

Exercise of stock options

Stock-based compensation expense

Vesting of restricted common stock awards

Stock-based compensation expense

Unrealized loss on marketable debt securities

Balance at September 30, 2020

Balance at March 31, 2021

Comprehensive

1 unchanged sentence

Balance at December 31, 2019

Cumulative effect adjustment for adoption of new accounting guidance

Exercise of stock options

3 unchanged sentences

Balance at March 31, 2020

Exercise of stock options

Vesting of restricted common stock awards

Purchase of common stock under benefit plan

Stock-based compensation expense

Unrealized gain on marketable debt securities

Balance at June 30, 2019

Exercise of stock options

Vesting of restricted common stock awards

Stock-based compensation expense

Issuance of common stock from public offering,

net of issuance costs of $ 0.1 million

Unrealized loss on marketable debt securities

Balance at September 30, 2019

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

2 unchanged sentences

(amounts in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

16 unchanged sentences

Purchases of property and equipment

Proceeds from the sale of equipment

Purchases of marketable securities

Proceeds from maturities of marketable securities

Net cash (used in) provided by investing activities

Net cash provided by investing activities

Cash flow from financing activities

1 unchanged sentence

Proceeds from exercise of stock options

Issuance of common stock under benefit plans

Net cash provided by financing activities

4 unchanged sentences

Fixed asset additions included in accounts payable and accrued expenses

Receivable of proceeds from offering of common stock

Cash paid in connection with operating lease liabilities

Offering costs included in accounts payable and accrued expenses

Right-of-use assets obtained in exchange of operating lease obligations

Issuance of common stock for settlement of success payments

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

7 unchanged sentences

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital.

The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“Juno Therapeutics”), and payments received under a strategic alliance with Allergan Pharmaceuticals International Limited (which was acquired by AbbVie, Inc.

in May 2020 and is referred to together with its affiliates as “Allergan”).

In August 2020, the collaboration with Allergan was terminated.

The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with Juno Therapeutics, a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“Juno Therapeutics”), payments received under a strategic alliance and option agreement with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”) , which was terminated in August 2020, and its license agreement with Beam Therapeutics.

The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products.

In May 2020, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”), under which the Company from time to time can issue and sell shares of its common stock through Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $ 150.0 million ( the “ATM Facility”).

As of September 30, 2020, the Company has not sold any shares of its common stock under the ATM Facility.

In June 2020, the Company completed a public offering whereby the Company sold 6,900,000 shares of its common stock, inclusive of 900,000 shares of common stock sold by the Company pursuant to the full exercise of an option granted to the underwriters in connection with the offering and received net proceeds of approximately $ 203.7 million.

As of September 30, 2020, the Company has raised an aggregate of $ 648.7 million in net proceeds through the sale of shares of its common stock in public offerings and at-the-market offerings.

In January 2021, the Company completed a public offering whereby it sold 3,500,000 shares of its common stock and received net proceeds of approximately $ 216.9 million.

In February 2021, the underwriters in the public offering exercised their option to purchase an additional 525,000 shares, resulting in additional net proceeds to the Company of approximately $ 32.6 million.

The Company has incurred annual net operating losses in every year since its inception.

The Company expects that its existing cash, cash equivalents and marketable securities at September 30, 2020 and anticipated interest income will enable it to fund its operating expenses and capital expenditure requirements into 2023 .

The Company had an accumulated deficit of $ 602.7 million at September 30, 2020, and will require substantial additional capital to fund its operations.

The Company expects that its existing cash, cash equivalents and marketable securities at March 31, 2021 and anticipated interest income will enable it to fund its operating expenses and capital expenditure requirements well into 2023 .

The Company had an accumulated deficit of $ 721.9 million at March 31, 2021, and will require substantial additional capital to fund its operations.

The Company has never generated any product revenue.

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The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

The three months ended September 30, 2020 and 2019 are referred to as the third quarter of 2020 and 2019, respectively.

The three months ended March 31, 2021 and 2020 are referred to as the first quarter of 2021 and 2020, respectively.

The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

1 unchanged sentence

The Company’s significant accounting policies are described in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements included in the Annual Report.

There have been no material changes to the significant accounting policies previously disclosed in the Annual Report, other than as noted below.

Corporate Equity Securities

The Company classifies investments in equity securities that have a readily determinable fair value as marketable securities in the Company’s condensed consolidated balance sheets.

The Company’s marketable securities are stated at fair value.

Typically, the fair value of these securities is based on a quoted price for an identical equity security.

If the equity security has a restriction that is determined to be an attribute of the security that would transfer to a market participant, the fair value of the security is measured based on the quoted price for an otherwise identical unrestricted equity security, adjusted for the effect of the restriction.

The adjustment reflects the discount that a market participant would demand for the risk relating to the inability to dispose of the security for a specified period of time.

That adjustment is based on the nature and duration of the restriction and the limitations imposed by the restriction to a buyer.

The Company records changes in the fair value of its equity securities in “Other Income (Expense), net” in the Company’s condensed consolidated statement of operations.

Recent Accounting Pronouncements – Recently Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Statement Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (“ASU 2016-13”) which was clarified and amended by the issuances of ASUs 2018-19, 2019-04, 2019-05 and 2019-11 in November 2018, April 2019, May 2019 and November 2019, respectively.

The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis to be measured using an expected-loss model, replacing the current incurred-loss model, and recorded through an allowance for credit losses which is a valuation account that is deducted from the amortized cost basis of the financial asset.

ASU 2016-13 requires evaluation of credit loss based on historical experience, current conditions and reasonable and supportable forecasts.

The Company’s estimate of expected credit losses includes a measure of the expected risk of credit loss even if the risk is remote.

When assessing financial assets for credit losses, the Company pools financial assets with similar risk characteristics and performs a collective evaluation.

However, the Company is not required to measure expected credit losses in which historical credit loss information adjusted for

current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero.

At each reporting date, the Company will record an allowance for credit losses and reports it as credit loss expense which is included in “Other income (expense), net” in the Company’s condensed consolidated statement of operations.

However subsequent increases or decreases in the fair value of available-for-sale securities that do not result in recognition or reversal of an allowance for credit loss or write-down will continue to be recorded in other comprehensive loss.

The Company adopted the new standard and the related amendments on January 1, 2020 using a modified retrospective approach.

The modified retrospective approach requires the Company to record a one-time adjustment to opening accumulated deficit as of the effective date.

At adoption, the Company concluded that there are no indicators of credit loss with respect to its available-for-sale debt securities which consist of U.S Treasury securities and government-agency bonds.

The Company therefore did not record an allowance for credit losses or doubtful accounts upon adoption or during the first quarter of 2020.

The adoption of ASU 2016-13 had no impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software:

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) .

ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

ASU 2018 - 15 was effective on January 1, 2020.

The Company adopted ASU 2018-15 using the prospective transition approach, which allows the Company to change the accounting method without restating prior periods or recording cumulative adjustments.

The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements.

In 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies the disclosure requirements for fair value measurements.

ASU 2018-13 was effective on January 1, 2020.

The adoption of ASU 2018-13 results in additional disclosures related to the Company’s assets and liabilities that are valued based on Level 3 inputs and transfers between Level 1 and Level 2 fair value measurements.

The adoption of ASU 2018-13 did not have a material impact on the Company’s financial statement footnote disclosures.

There have been no material changes to the significant accounting policies previously disclosed in the Annual Report.

Cash Equivalents and Marketable Securities

Cash equivalents and marketable securities consisted of the following at September 30, 2020 (in thousands):

September 30, 2020

Cash equivalents and marketable securities consisted of the following at March 31, 2021 (in thousands):

March 31, 2021

Cash equivalents and marketable securities:

1 unchanged sentence

Government agency securities

Corporate equity securities

Commercial paper

Corporate notes/bonds

Commercial Paper

Cash equivalents and marketable securities consisted of the following at December 31, 2020 (in thousands):

3 unchanged sentences

Government agency securities

Equity securities included in other non-current assets:

Corporate equity securities

As of September 30, 2020, the Company did no t hold any marketable securities that had been in an unrealized loss position for more than twelve months.

Commercial paper

Corporate notes/bonds

As of March 31, 2021, the Company did no t hold any marketable securities that had been in an unrealized loss position for more than twelve months.

Furthermore, the Company has determined that there were no material changes in the credit risk of the debt securities.

As of September 30, 2020, the Company holds 21 securities with an aggregate fair value of $ 46.0 million that had remaining maturities between one and two years.

There were no realized gains or losses on available-for-sale securities during the nine months ended September 30, 2020 or 2019.

As of March 31, 2021, the Company holds 44 securities with an aggregate fair value of $ 97.9 million that had remaining maturities between one and two years.

There were no realized gains or losses on available-for-sale securities during the three months ended March 31, 2021 or 2020.

Fair Value Measurements

Assets measured at fair value on a recurring basis as of September 30, 2020 were as follows (in thousands):

Assets measured at fair value on a recurring basis as of March 31, 2021 were as follows (in thousands):

Quoted Prices

September 30,

Identical Assets

5 unchanged sentences

Commercial paper

Corporate equity securities

Corporate bonds

Corporate notes/bonds

Restricted cash and other non-current assets:

9 unchanged sentences

Government agency securities

Commercial paper

Corporate bonds

Restricted cash and other non-current assets:

Corporate equity securities

Money market funds

Total financial assets

At September 30, 2020, the Company held an investment in Beam Therapeutics Inc.

(“Beam Therapeutics”) consisting of shares of Beam Therapeutics’ common stock.

Prior to Beam Therapeutics’ initial public offering in February 2020, the Company valued such investment based on the cost of the equity securities adjusted for any observable market transactions.

Following the initial public offering, the equity securities have a readily determinable fair value, and are included in marketable securities on the condensed consolidated balance sheet.

During the three and nine months ended September 30, 2020, the Company recorded unrealized losses of $ 1.4 million and unrealized gains of $ 16.8 million, respectively in other income (expense), net on the consolidated statements of operations.

The Company sold this investment in October 2020, resulting in a realized gain of $ 16.3 million.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

September 30,

External research and development expenses

Employee related expenses

Professional service expenses

Process and platform development expenses

Intellectual property and patent related fees

Professional service expenses

Other expenses

3 unchanged sentences

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

September 30,

Laboratory equipment

Leasehold improvements

Computer equipment

Construction-in-progress

Computer equipment

Furniture and office equipment

12 unchanged sentences

As such, the Company anticipates that it has a substantial commitment in connection with these proceedings until such time as these proceedings have been resolved, but the amount of such commitment is not determinable.

The Company incurred an aggregate of $ 2.6 million and $ 9.3 million in expense during the three and nine months ended September 30, 2020, respectively, for such reimbursement.

The Company incurred an aggregate of $ 3.1 million and $ 10.1 million in expense during the three and nine months ended September 30, 2019, respectively, for such reimbursement.

The Company incurred an aggregate of $ 3.8 million in expense during both the three months ended March 31, 2021 and 2020 for such reimbursement.

Collaboration and Profit-Sharing Agreements

1 unchanged sentence

The terms and conditions as well as the accounting analysis for the Company’s significant collaborations, out-licenses and strategic alliances are described in Note 9, “Collaboration and Profit-Sharing Agreements” to the consolidated financial statements included in the Annual Report.

There have been no material changes to the terms and conditions, or the accounting conclusions previously disclosed in the Annual Report, other than as noted below.

Allergan Pharmaceuticals Strategic Alliance and Profit-Sharing Agreement

Termination Agreements

On August 5, 2020, the Company and Allergan agreed to terminate the strategic alliance and option agreement (the “Collaboration Agreement”) that was entered into in May 2017 and the profit-sharing arrangement (together with the Collaboration Agreement, the “Initial Agreements”) to equally split U.S profit and losses of EDIT-101, an experimental medicine for Leber congenital amaurosis 10 (“LCA10”) that was originally licensed to Allergan under the Collaboration Agreement (the “Termination Agreement”).

In addition, in connection with the termination, the Company entered into a transition services agreement with Allergan (together with the Termination Agreement, the “Termination Agreements”), primarily to facilitate the transfer of EDIT-101 back to the Company.

Pursuant to the Termination Agreements, the Company has regained full global rights to research, develop, manufacture, and commercialize its ocular medicines, including EDIT-101.

Allergan has no further obligations pursuant to the initial agreements, all unexercised options and contingent payments contemplated under the initial agreements have terminated, which includes Allergan’s worldwide developmental and commercialization rights to EDIT-101.

Under the Termination Agreements, Allergan granted the Company a non-exclusive license to certain know-how that is necessary to develop, manufacture and commercialize EDIT-101 and will transfer to the Company certain materials produced under the Collaboration Agreement.

The Company will use commercially reasonable efforts to develop and commercialize products directed at four collaboration targets, one of which is LCA10.

In connection with the Termination Agreements, the Company agreed to make a $ 20.0 million payment to Allergan, $ 17.5 million of which was paid as of September 30, 2020.

In addition, the Company will make certain payments on achievements of clinical and regulatory milestones up to $ 20.0 million for each target program and aggregated sales milestones for all products covered by the Termination Agreement up to $ 90.0 million.

Allergan is also entitled to royalties in a low-single digit percentage, subject to reduction under specified circumstances, on net sales of specified products.

The Company’s obligation to pay royalties will expire on a country-by-country and product-by-product basis upon the later of the expiration of regulatory-based exclusivity with respect to such product in such country and the tenth anniversary of the first commercial sale of such product.

Lastly, the Company is obligated to pay for a portion of the transition services.

Accounting Assessment

The Company evaluated the Termination Agreements in accordance with the provisions of Accounting Standards Codification (“ASC”) 606 and concluded that they resulted in a modification followed by a termination of the Initial Agreements.

Upon execution of the Termination Agreements, the Company is no longer obligated to transfer control of any goods or services to Allergan, and therefore there are no remaining performance obligations.

As part of this assessment, the Company considered that Allergan relinquished its right to the remaining exclusive license options under the Collaboration Agreement and the Company reacquired the development and commercialization rights to EDIT-101.

Allergan no longer has any involvement in the development activities of the collaboration targets.

Since there are no remaining performance obligations, the Company accounted for the modification as part of the existing contract with a cumulative catch-up adjustment.

The Company applied the vendor consideration to a customer guidance pursuant to ASC 606 in accounting for the $ 20 million payment due to Allergan and concluded that the worldwide rights to EDIT-101 represent a distinct good or service.

The Company therefore recorded the fair value of the rights to EDIT-101 of $ 5 million as in-process Research and Development expense in the quarter ended September 30, 2020 as the rights had no alternative future use.

The remainder of the $ 20 million was recorded as a reduction to the contract liability that was recognized as revenue upon termination.

The contingent payments associated with the collaboration targets not previously licensed by Allergan under the Collaboration Agreement did not impact the amount of deferred revenue recognized upon termination because it is not probable that a significant reversal of revenue will occur.

The contingent milestone and royalty payments associated with EDIT-101 qualify for scope exceptions from derivative accounting, and therefore there is no accounting for the contingent payments upon termination.

On the termination date, the Company recognized $ 62.1 million of previously deferred revenue related to the Collaboration Agreement.

This amount consisted of $ 77.1 million of revenues that were previously deferred related to the collaboration agreement, partially offset by $ 15.0 million of the fee paid to Allergan that was determined to exceed the fair value of the re-acquired rights to EDIT-101.

During the three and nine months ended September 30, 2020, the Company recognized revenue of $ 63.2 million and $ 70.6 million, respectively, related to the Allergan arrangement, including the termination.

During the three and nine months ended September 30, 2019, the Company recognized revenue of $ 3.4 million and $ 7.7 million, respectively.

At September 30, 2020 there was no remaining revenue deferred related to Allergan.

There have been no material changes to the terms and conditions, or the accounting conclusions previously disclosed in the Annual Report.

Collaboration Revenue

As of September 30, 2020, the Company’s contract liabilities were primarily related to the Company’s collaboration with Juno Therapeutics.

The following table presents changes in the Company’s accounts receivable and contract liabilities for the nine months ended September 30, 2020 (in thousands):

For the nine months ended September 30, 2020

As of March 31, 2021, the Company’s contract liabilities were primarily related to the Company’s collaboration

with Juno Therapeutics.

The following table presents changes in the Company’s accounts receivable and contract liabilities for the three months ended March 31, 2021 (in thousands):

For the three months ended March 31, 2021

Balance at December 31, 2020

Balance at September 30, 2020

Balance at March 31, 2021

Accounts receivable

1 unchanged sentence

Deferred revenue

During the three and nine months ended September 30, 2020, the Company recognized the following collaboration revenue (in thousands):

During the three months ended March 31, 2021, the Company recognized the following collaboration revenue (in thousands):

Three Months Ended

Nine Months Ended

Revenue recognized in the period from:

September 30, 2020

March 31, 2021

Amounts included in deferred revenue at the beginning of the period

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Research and development

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Restricted Stock and Restricted Stock Unit Awards

The following is a summary of restricted stock and restricted stock unit awards activity for the nine months ended September 30, 2020:

The following is a summary of restricted stock and restricted stock unit awards activity for the three months ended March 31, 2021:

Unvested restricted stock and restricted stock unit awards as of December 31, 2020

Unvested restricted stock and restricted stock unit awards as of September, 30 2020

As of September 30, 2020, total unrecognized compensation expense related to unvested restricted stock and

restricted stock unit awards was $ 11.9 million, which the Company expects to recognize over a remaining weighted-average period of 2.8 years.

Unvested restricted stock and restricted stock unit awards as of March 31, 2021

As of March 31, 2021, total unrecognized compensation expense related to unvested restricted stock and restricted stock unit awards was $ 24.8 million, which the Company expects to recognize over a remaining weighted-average period of 2.5 years.

Stock Options

The following is a summary of stock option activity for the nine months ended September 30, 2020:

The following is a summary of stock option activity for the three months ended March 31, 2021:

Weighted Average

4 unchanged sentences

Outstanding at December 31, 2020

( 1,103,283 )

Outstanding at September 30, 2020

Exercisable at September 30, 2020

As of September 30, 2020, total unrecognized compensation expense related to stock options was $ 39.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.7 years.

Net Income (Loss) per Share

Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities.

Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods.

Contingently issuable shares are included in the calculation of basic income (loss) per share as of the beginning of the period in which all the necessary conditions have been satisfied.

Contingently issuable shares are included in diluted income (loss) per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive.

Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

Weighted average common shares outstanding, basic

Dilutive effect of outstanding stock options

Dilutive effect of unvested restricted stock and restricted stock unit awards

Weighted average common shares outstanding, diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share allocable to common stockholders because their inclusion would have been anti-dilutive:

Outstanding at March 31, 2021

Exercisable at March 31, 2021

As of March 31, 2021, total unrecognized compensation expense related to stock options was $ 41.6 million, which the Company expects to recognize over a remaining weighted-average period of 2.6 years.

Net Loss per Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods.

Contingently issuable shares are included in the calculation of basic loss per share as of the beginning of the period in which all the necessary conditions have been satisfied.

Contingently issuable shares are included in diluted loss per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive.

For purposes of the diluted net loss per share calculation, stock options are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive.

Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.

The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive:

Three Months Ended

Nine months Ended

September 30,

Unvested restricted stock and restricted stock unit awards

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements