What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2023-11-03 · 76 added, 90 removed, 264 unchanged (39% of the section changed)

3 unchanged sentences

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

September 30,

2024 December 31,

19 unchanged sentences

Deferred revenue, net of current portion 54,204 60,667

Other non-current liabilities 3,473 1,800

Total liabilities 145,947 150,056

5 unchanged sentences

195,000,000 shares authorized;

81,668,796 and 68,847,382 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

82,234,951 and 81,767,263 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital 1,588,018 1,580,241

Accumulated other comprehensive loss ( 1,452 ) ( 3,601 )

Accumulated other comprehensive (loss) income ( 326 ) 198

Accumulated deficit ( 1,293,300 ) ( 1,231,350 )

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Collaboration and other research and development revenues $ 1,135 $ 9,851

16 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net loss $ ( 61,950 ) $ ( 49,036 )

Other comprehensive loss:

Unrealized gain (loss) on marketable debt securities 833 ( 904 ) 2,149 ( 3,798 )

Unrealized (loss) gain on marketable debt securities ( 524 ) 1,322

Comprehensive loss $ ( 62,474 ) $ ( 47,714 )

6 unchanged sentences

Comprehensive

(Loss) Gain Other

Income (Loss) Accumulated

Deficit Total

2 unchanged sentences

Balance at December 31, 2023 81,767,263 $ 8 $ 1,580,241 $ 198 $ ( 1,231,350 ) $ 349,097

Vesting of restricted common stock awards 146,209 — — — — —

Stock-based compensation expense — — 4,507 — — 4,507

Unrealized gain on marketable debt securities — — — 1,322 — 1,322

Net loss — — — — ( 49,036 ) ( 49,036 )

Balance at March 31, 2023 68,993,591 $ 7 $ 1,446,912 $ ( 2,279 ) $ ( 1,127,167 ) $ 317,473

Issuance of common stock from public offering, net commissions, underwriting discounts and offering costs 12,500,000 1 117,078 — — 117,079

Exercise of stock options 21,975 — 192 — — 192

Stock-based compensation expense — — 5,215 — — 5,215

Vesting of restricted common stock awards 445,713 — — — — —

Issuance of common stock under employee stock purchase plan 55,704 — 435 — — 435

Unrealized loss on marketable debt securities — — — ( 6 ) — ( 6 )

Net loss — — — — ( 40,290 ) ( 40,290 )

Balance at June 30, 2023 81,616,909 $ 8 $ 1,569,651 $ ( 2,285 ) $ ( 1,167,457 ) $ 399,917

Stock-based compensation expense — — 7,585 — — 7,585

Vesting of restricted common stock awards 51,887 — — — — —

Unrealized gain on marketable debt securities — — — 833 — 833

Unrealized loss on marketable debt securities — — — ( 524 ) — ( 524 )

Net loss — — — — ( 61,950 ) ( 61,950 )

Balance at September 30, 2023 81,668,796 $ 8 $ 1,574,382 $ ( 1,452 ) $ ( 1,212,476 ) $ 360,462

Balance at March 31, 2024 82,234,951 $ 8 $ 1,588,018 $ ( 326 ) $ ( 1,293,300 ) $ 294,400

Common Stock Additional

1 unchanged sentence

Comprehensive

Loss Accumulated

Deficit Total

8 unchanged sentences

Balance at March 31, 2023 68,993,591 $ 7 $ 1,446,912 $ ( 2,279 ) $ ( 1,127,167 ) $ 317,473

Exercise of stock options 20 — — — — —

Vesting of restricted common stock awards 77,884 — — — — —

Stock-based compensation expense — — 6,618 — — 6,618

Issuance of common stock under employee stock purchase plan 37,866 — 367 — — 367

Unrealized loss on marketable debt securities — — — ( 878 ) — ( 878 )

Net loss — — — — ( 53,453 ) ( 53,453 )

Balance at June 30, 2022 68,718,434 $ 7 $ 1,430,461 $ ( 3,387 ) $ ( 961,667 ) $ 465,414

Exercise of stock options 4,976 — 80 — — 80

Vesting of restricted common stock awards 38,319 — — — — —

Stock-based compensation expense — — 5,881 — — 5,881

Unrealized loss on marketable debt securities — — — ( 904 ) — ( 904 )

Net loss — — — — ( 55,726 ) ( 55,726 )

Balance at September 30, 2022 68,761,729 $ 7 $ 1,436,422 $ ( 4,291 ) $ ( 1,017,393 ) $ 414,745

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

12 unchanged sentences

Accrued expenses ( 2,694 ) 1,427

Deferred revenue — ( 3,333 )

Operating lease liabilities ( 2,396 ) ( 6,808 )

Other current and non-current liabilities, net 1,673 —

Net cash used in operating activities ( 49,872 ) ( 35,768 )

1 unchanged sentence

Purchases of property and equipment ( 1,871 ) ( 1,840 )

Proceeds from the sale of equipment — 18

Purchases of marketable securities ( 86,224 ) ( 40,798 )

2 unchanged sentences

Cash flow from financing activities

Proceeds from offering of common stock, net of issuance costs 117,079 —

Proceeds from exercise of stock options 192 —

Proceeds from issuance of common stock under employee stock purchase plan 435 367

Net cash provided by financing activities 192 —

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 58,984 ) 7,185

Net decrease in cash, cash equivalents, and restricted cash ( 54,425 ) ( 12,501 )

Cash, cash equivalents, and restricted cash, beginning of period 127,529 145,399

Cash, cash equivalents, and restricted cash, end of period $ 73,104 $ 132,898

Cash and cash equivalents, end of period 69,227 129,021

Restricted cash 1

Cash, cash equivalents, and restricted cash, end of period $ 73,104 $ 132,898

1 First quarter 2024 restricted cash of $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

1 First quarter of 2023 restricted cash of $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

Supplemental disclosure of cash and non-cash activities:

1 unchanged sentence

Cash paid in connection with operating lease liabilities 3,847 3,897

Right-of-use assets obtained in exchange of operating lease obligations 1,069 4,708

Remeasurement of operating lease liabilities and right-of-use assets due to lease modification 794 ( 3,781 )

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

3 unchanged sentences

Editas Medicine, Inc.

(the “Company”) is a clinical stage genome editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases.

(the “Company”) is a clinical stage gene editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases.

The Company was incorporated in the state of Delaware in September 2013.

1 unchanged sentence

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 (“BMS”), and payments received under a strategic alliance and option agreement with Allergan Pharmaceuticals International Limited, which was terminated in August 2020.

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 (“BMS”), payments received under a strategic alliance and option agreement with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”) and payments received in conjunction with the Company’s license agreement with Vertex Pharmaceuticals, Inc.

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.

1 unchanged sentence

In May 2021, the Company entered into a common stock 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 $ 300.0 million (the “ATM Facility”).

As of September 30, 2023, the Company has not sold any shares of its common stock under the ATM Facility.

The Company amended the common stock sales agreement with Cowen in February 2024 in connection with filing a new registration statement.

As of March 31, 2024, the Company has not sold any shares of its common stock under the ATM Facility.

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, 2023 , will enable it to fund its operating expenses and capital expenditure requirements into the third quarter of 2025.

The Company had an accumulated deficit of $ 1.2 billion at September 30, 2023, and will require substantial additional capital to fund its operations.

As of May 8, 2024, the issuance date of the consolidated financial statements, the Company expects that its existing cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the issuance date of the consolidated financial statements.

The Company had an accumulated deficit of $ 1.3 billion at March 31, 2024, and will require substantial additional capital to fund its operations.

The Company has never generated any product revenue.

7 unchanged sentences

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Editas Securities Corporation and Editas Medicine, LLC.

All intercompany transactions and balances of the subsidiaries have been eliminated in consolidation.

All intercompany transactions and balances

of the subsidiaries have been eliminated in consolidation.

In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods.

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, 2023 and 2022 are referred to as the third quarter of 2023 and 2022, respectively.

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 March 31, 2024 and 2023 are referred to as the first quarter of 2024 and 2023, 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.

3 unchanged sentences

Cash Equivalents and Marketable Securities

Cash equivalents and marketable securities consisted of the following at September 30, 2023 (in thousands):

Cash equivalents and marketable securities consisted of the following at March 31, 2024 (in thousands):

Cost Allowance

15 unchanged sentences

Total $ 426,937 $ — $ 611 $ ( 413 ) $ 427,135

As of September 30, 2023, the Company did not hold any marketable securities that had been in an unrealized loss position for more than twelve months.

As of March 31, 2024, the Company did not 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 securities.

As of September 30, 2023, the Company holds 29 securities with an aggregate fair value of $ 96.8 million that had remaining maturities greater than one year.

There were no realized gains or losses on available-for-sale securities during the nine months ended September 30, 2023 or 2022.

As of March 31, 2024, the Company holds 13 securities with an aggregate fair value of $ 80.6 million that had remaining maturities greater than one year .

There were no realized gains or losses on available-for-sale securities during the three months ended March 31, 2024 or 2023.

Fair Value Measurements

Assets measured at fair value on a recurring basis as of September 30, 2023 were as follows (in thousands):

September 30,

Assets measured at fair value on a recurring basis as of March 31, 2024 were as follows (in thousands):

2024 Quoted Prices

7 unchanged sentences

Corporate notes/bonds 24,936 — 24,936 —

Commercial paper 12,587 — 12,587 —

Treasuries 223,513 223,513 — —

11 unchanged sentences

Government agency securities 103,180 — 103,180 —

Corporate bonds 56,883 — 56,883 —

Corporate notes/bonds 30,834 — 30,834 —

Treasuries 169,469 169,469 — —

Commercial paper 29,816 — 29,816 —

Restricted cash and other non-current assets:

3 unchanged sentences

Accrued expenses consisted of the following (in thousands):

September 30,

2024 December 31,

1 unchanged sentence

Employee related expenses 8,649 11,280

Sublicense and license fees 486 5,063

Intellectual property and patent related fees 2,174 983

4 unchanged sentences

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

September 30,

2024 December 31,

Laboratory equipment $ 24,940 $ 24,407

Laboratory and manufacturing equipment $ 25,791 $ 25,043

Leasehold improvements 9,773 9,648

7 unchanged sentences

Commitments and Contingencies

In the second quarter of 2023 , we entered into a license and service agreement pursuant to which we will lease manufacturing space for our continued research and development activities.

As of September 30, 2023, the lease has not commenced for accounting purposes and it is not expected to commence until the second quarter of 2024.

In the second quarter of 2023 , the Company entered into a license and service agreement pursuant to which it will lease manufacturing space for its continued research and development activities.

As of March 31, 2024, the lease has not commenced for accounting purposes and it is not expected to commence until the second quarter of 2024.

The license and service agreement provides for total remaining lease payments of up to $ 85.4 million over a 10-year lease term.

9 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 $ 1.5 million and $ 6.1 million in expense during the three and nine months ended September 30, 2023, respectively, for such reimbursement.

The Company incurred an aggregate of $ 2.2 million and $ 6.1 million in expense during the three and nine months ended September 30, 2022, respectively, for such reimbursement.

Collaboration and Profit-Sharing Agreements

The Company incurred an aggregate of $ 2.0 million and $ 3.0 million in expense during the three months ended March 31, 2024 and 2023, respectively, for such reimbursement.

Collaboration Agreements

The Company has entered into multiple collaborations, out-licenses and strategic alliances with third parties that typically involve payments to or from the Company, including up-front payments, payments for research and development services, option payments, milestone payments and royalty payments to or from the Company.

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.

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 Agreements” to the consolidated financial statements included in the Annual Report.

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

Collaboration Revenue

As of September 30, 2023, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS.

The following table presents changes in the Company’s accounts receivable and contract liabilities for the nine months ended September 30, 2023 (in thousands):

Balance at December 31, 2022 Additions Deductions Balance at September 30, 2023

As of March 31, 2024, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS.

The following table presents changes in the Company’s accounts receivable and contract liabilities for the three months ended March 31, 2024 (in thousands):

Balance at December 31, 2023 Additions Deductions Balance at March 31, 2024

Accounts receivable $ 10,187 $ 58 $ ( 10,000 ) $ 245

1 unchanged sentence

Deferred revenue $ 68,888 $ — $ — $ 68,888

During the three and nine months ended September 30, 2023, the Company did not recognize any collaboration revenue that had been allocated to deferred revenue from BMS.

Amendment to BMS Collaboration Agreement

In March 2024, the Company entered into an amendment (“2024 Amendment”) to extend the collaboration to November 2026, with options to extend the collaboration for up to an additional two years , and provided BMS the ability to select up to three new gene targets for research.

Accounting Assessment

The Company evaluated the 2024 Amendment and concluded that the agreement qualifies as a contract with a customer under Accounting Standards Codification 606 (“ASC 606”).

The contract modification was accounted for on a prospective basis as if it were a termination of the existing contract and the creation of a new contract since the promised goods and services were distinct from the goods and services that were transferred on or before the effective date of the amendment.

The Company has identified the following performance obligations under the 2024 Amendment:

eighteen material rights for additional development and commercialization licenses for other gene editing tools specific to a gene target and enzyme combination (or a “Program”).

As of the amendment date and March 31, 2024, the total transaction price was appropriately $ 56.7 million comprised of the remaining deferred revenue balance that was not recognized pursuant to the 2019 Amended Collaboration Agreement.

The Company utilized the most likely amount method to estimate any development and regulatory milestone payments to be received as well extension term fees.

As of March 31, 2024, there were no milestone or extension term fees included in the transaction price.

The Company considers the stage of development and the risks associated with the remaining development required to achieve the milestone, as well as whether the achievement of the milestone is outside the control of the Company or BMS.

The outstanding milestone payments and extension term fees were fully constrained as of March 31, 2024, as a result of the uncertainty of whether any of the milestones will be achieved or the term would be extended.

The Company has determined that any commercial milestones and sales-based royalties will be recognized when the related sales occur.

The Company reevaluates the transaction price at each reporting period and as uncertain events are resolved or other changes in circumstances occur.

The Company concluded that rights and attributes of each of the development and commercialization licenses are identical for both the license granted at inception and the licenses that may be issued in the future upon exercise of the associated option.

Each development and commercialization license is differentiated only by the Program to which it relates.

The Company has considered the early stage of the science and the uncertainty of success and concluded that the probability of scientific success and opt-in is equal amongst all Programs.

In addition, each Program is multi-functional, and a combination of Programs can be utilized in the development of a product candidate.

As such, the Company concluded that the standalone selling price of each material right is the same.

The Company will recognize the transaction price allocated to each material right when the material right is exercised, lapsed or expired.

During the three months ended March 31, 2024, the Company did not recognize any of the $ 56.7 million transaction price.

As of March 31, 2024, $ 6.5 million was classified as short-term deferred revenue and $ 50.2 million as long-term deferred revenue in the accompanying consolidated balance sheets.

Stock-based Compensation

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Research and development $ 2,908 $ 2,086

2 unchanged sentences

Restricted Stock Unit Awards

The following is a summary of restricted stock unit awards activity for the nine months ended September 30, 2023:

The following is a summary of restricted stock unit awards activity for the three months ended March 31, 2024:

Shares Weighted Average Grant Date Fair Value Per Share

3 unchanged sentences

Forfeited ( 232,725 ) $ 15.31

Unvested restricted stock unit awards as of September 30, 2023 2,105,283 $ 12.20

The restricted stock units issued in the nine months ended September 30, 2023 include 437,842 units granted to certain employees that contain performance-based vesting provisions.

Unvested restricted stock unit awards as of March 31, 2024 2,728,834 $ 10.55

The restricted stock units issued in the three months ended March 31, 2024 include 392,100 units granted to certain employees that contain performance-based vesting provisions.

The expense related to the performance-based vesting of restricted stock units was $ 3.4 million for the three months ended March 31, 2024.

There was no expense related to the performance-based vesting of restricted stock units for the three months ended March 31, 2023.

The Company recognizes the fair value of the performance-based units through the expected achievement date if the performance-based vesting provisions are deemed probable.

As of September 30, 2023, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 13.2 million, which the Company expects to recognize over a remaining weighted-average period of 2.54 years.

As of March 31, 2024, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 3.3 million, which the Company expects to recognize over a remaining weighted-average period of 2.94 years.

Stock Options

The following is a summary of stock option activity for the nine months ended September 30, 2023:

The following is a summary of stock option activity for the three months ended March 31, 2024:

Shares Weighted Average

5 unchanged sentences

Cancelled ( 318,532 ) $ 14.95

Outstanding at September 30, 2023 6,000,626 $ 16.72 7.83 $ 342

Exercisable at September 30, 2023 2,449,032 $ 22.72 6.34 $ 279

As of September 30, 2023, total unrecognized compensation expense related to stock options was $ 28.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.70 years.

Outstanding at March 31, 2024 7,791,363 $ 14.84 7.64 $ 296

Exercisable at March 31, 2024 2,912,017 $ 21.76 5.18 $ 241

As of March 31, 2024, total unrecognized compensation expense related to stock options was $ 1.2 million, which the Company expects to recognize over a remaining weighted-average period of 2.99 years.

Net Loss per Share

6 unchanged sentences

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:

September 30,

Unvested restricted stock unit awards 2,728,834 1,989,201

2 unchanged sentences

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