What changed in this filing

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Item 1. Financial Statements

2024-11-04 compared with 2024-08-07 · 71 added, 43 removed, 321 unchanged (26% of the section changed)

3 unchanged sentences

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

September 30,

2024 December 31,

27 unchanged sentences

195,000,000 shares authorized;

82,429,514 and 81,767,263 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

82,538,624 and 81,767,263 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 1,598,152 1,580,241

Accumulated other comprehensive (loss) income ( 442 ) 198

Accumulated other comprehensive income 522 198

Accumulated deficit ( 1,423,048 ) ( 1,231,350 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

17 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

1 unchanged sentence

Other comprehensive loss:

Unrealized (loss) gain on marketable debt securities ( 116 ) ( 6 ) ( 640 ) 1,316

Unrealized gain on marketable debt securities 964 833 324 2,149

Comprehensive loss $ ( 61,177 ) $ ( 44,186 ) $ ( 191,374 ) $ ( 132,196 )

23 unchanged sentences

Balance at June 30, 2024 82,429,514 $ 8 $ 1,593,350 $ ( 442 ) $ ( 1,360,907 ) $ 232,009

Stock-based compensation expense — — 4,802 4,802

Vesting of restricted common stock awards 109,110 — — —

Unrealized gain on marketable debt securities — — — 964 964

Net loss — — — ( 62,141 ) ( 62,141 )

Balance at September 30, 2024 82,538,624 $ 8 $ 1,598,152 $ 522 $ ( 1,423,048 ) $ 175,634

Editas Medicine, Inc.

22 unchanged sentences

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

Vesting of restricted common stock awards 51,887 — —

Stock-based compensation expense — — 4,731 4,731

Unrealized gain on marketable debt securities — — 833 833

Net loss — — ( 45,019 ) ( 45,019 )

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

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

2 unchanged sentences

(amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flow from operating activities

20 unchanged sentences

Proceeds from maturities of marketable securities 225,695 156,605

Net cash provided by investing activities 47,209 36,249

Net cash provided by (used in) investing activities 131,188 ( 66,571 )

Cash flow from financing activities

3 unchanged sentences

Net cash provided by financing activities 514 117,525

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 59,211 ) 79,295

Net decrease in cash, cash equivalents, and restricted cash ( 27,820 ) ( 58,984 )

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

3 unchanged sentences

Cash, cash equivalents, and restricted cash, end of period $ 99,709 $ 86,415

1 As of June 30, 2024, restricted cash of $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

1 As of June 30, 2023, restricted cash of $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

1 As of September 30, 2024, restricted cash of $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

1 As of September 30, 2023, restricted cash of $ 3,878 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

Supplemental disclosure of cash and non-cash activities:

Fixed asset additions included in accounts payable and accrued expenses $ 134 $ 199

Offering expenses included in accounts payable and accrued expenses — 230

Cash paid in connection with operating lease liabilities 12,565 9,103

1 unchanged sentence

Commencement of right-of-use asset 7,844 —

Modification of right-of-use asset 1,954 —

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

8 unchanged sentences

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

(“Vertex”) and other payments under the Vertex license agreement.

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.

2 unchanged sentences

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

As of June 30, 2024, the Company has not sold any shares of its common stock under the ATM Facility.

As of September 30, 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.

As of August 7, 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 $ 1.4 billion at June 30, 2024, and will require substantial additional capital to fund its operations.

As of November 4, 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 $ 1.4 billion at September 30, 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 June 30, 2024 and 2023 are referred to as the second quarter of 2024 and 2023, respectively.

Refer to Note 11, “Subsequent Events,” for further information on events and transactions that have occurred after the balance sheet date but before the financial statements are issued.

The three months ended September 30, 2024 and 2023 are referred to as the third 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 June 30, 2024 (in thousands):

Cash equivalents and marketable securities consisted of the following at September 30, 2024 (in thousands):

Cost Allowance

13 unchanged sentences

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

As of June 30, 2024, the Company held 15 marketable securities that were in a continuous unrealized loss position that amounted to $ 0.04 million.

As of September 30, 2024, the Company held three marketable securities that were in a continuous unrealized loss position that amounted to $ 2.0 thousand.

The Company neither intends to sell these marketable securities, nor does it believe that it is more-likely-than-not to conclude that the Company will have to sell the securities before recovery of their carrying values.

1 unchanged sentence

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

As of June 30, 2024, the Company holds 5 securities with an aggregate fair value of $ 39.2 million that had remaining maturities greater than one year .

There were no realized gains or losses on available-for-sale securities during the six months ended June 30, 2024 or 2023.

As of September 30, 2024, the Company holds no securities with 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, 2024 or 2023.

Fair Value Measurements

Assets measured at fair value on a recurring basis as of June 30, 2024 were as follows (in thousands):

Assets measured at fair value on a recurring basis as of September 30, 2024 were as follows (in thousands):

September 30,

2024 Quoted Prices

27 unchanged sentences

Accrued expenses consisted of the following (in thousands):

September 30,

2024 December 31,

8 unchanged sentences

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

September 30,

2024 December 31,

18 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 $ 2.5 million and $ 4.6 million in expense during the three and six months ended June 30, 2024, respectively, for such reimbursement.

The Company incurred an aggregate of $ 1.6 million and $ 4.6 million in expense during the three and six months ended June 30, 2023, respectively, for such reimbursement.

The Company incurred an aggregate of $ 2.1 million and $ 6.6 million in expense during the three and nine months ended September 30, 2024, respectively, for such reimbursement.

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.

Collaboration Agreements

3 unchanged sentences

Collaboration Revenue

As of June 30, 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 six months ended June 30, 2024 (in thousands):

Balance at December 31, 2023 Additions Deductions Balance at June 30, 2024

As of September 30, 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 nine months ended September 30, 2024 (in thousands):

Balance at December 31, 2023 Additions Deductions Balance at September 30, 2024

Accounts receivable $ 10,187 $ 503 $ ( 10,564 ) $ 126

9 unchanged sentences

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 June 30, 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.

As of the amendment date and September 30, 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 as extension term fees.

As of June 30, 2024, there were no milestone or extension term fees included in the transaction price.

As of September 30, 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 June 30, 2024, as a result of the uncertainty of whether any of the milestones will be achieved or the term would be extended.

The outstanding milestone payments and extension term fees were fully constrained as of September 30, 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.

6 unchanged sentences

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 June 30, 2024 and six months ended June 30, 2024, the Company did not recognize any of the $ 56.7 million transaction price.

As of June 30, 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.

During the three months ended September 30, 2024 and nine months ended September 30, 2024, the Company did not recognize any of the $ 56.7 million transaction price.

As of September 30, 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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

3 unchanged sentences

Restricted Stock Unit Awards

The following is a summary of restricted stock unit awards activity for the six months ended June 30, 2024:

The following is a summary of restricted stock unit awards activity for the nine months ended September 30, 2024:

Shares Weighted Average Grant Date Fair Value Per Share

3 unchanged sentences

Forfeited ( 371,120 ) $ 14.58

Unvested restricted stock unit awards as of June 30, 2024 2,618,361 $ 10.13

The restricted stock units issued in the six months ended June 30, 2024 include 422,000 units granted to certain employees that contain performance-based vesting provisions.

The expense related to the performance-based vesting of restricted stock units was $ 3.5 million for the six months ended June 30, 2024.

There was no expense related to the performance-based vesting of restricted stock units for the six months ended June 30, 2023.

As of June 30, 2024, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 2.8 million, which the Company expects to recognize over a remaining weighted-average period of 2.78 years.

Unvested restricted stock unit awards as of September 30, 2024 2,540,456 $ 9.87

The restricted stock units issued in the nine months ended September 30, 2024 include 422,000 units granted to certain employees that contain performance-based vesting provisions.

The expense related to the performance-based vesting of restricted stock units was $ 3.5 million for the nine months ended September 30, 2024.

There was no expense related to the performance-based vesting of restricted stock units for the nine months ended September 30, 2023.

As of September 30, 2024, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 14.4 million, which the Company expects to recognize over a remaining weighted-average period of 2.57 years.

Stock Options

The following is a summary of stock option activity for the six months ended June 30, 2024:

The following is a summary of stock option activity for the nine months ended September 30, 2024:

Shares Weighted Average

5 unchanged sentences

Cancelled ( 821,137 ) $ 24.86

Outstanding at June 30, 2024 8,268,790 $ 15.26 7.62 $ 68

Exercisable at June 30, 2024 3,607,857 $ 22.07 5.74 $ 68

As of June 30, 2024, total unrecognized compensation expense related to stock options was $ 1.6 million, which the Company expects to recognize over a remaining weighted-average period of 2.9 years.

Outstanding at September 30, 2024 8,167,944 $ 14.52 7.74 $ 13

Exercisable at September 30, 2024 3,690,879 $ 20.74 6.27 $ 13

As of September 30, 2024, total unrecognized compensation expense related to stock options was $ 27.5 million, which the Company expects to recognize over a remaining weighted-average period of 2.8 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 2,540,456 2,105,283

1 unchanged sentence

Total 10,708,400 8,105,909

Subsequent Events

On October 3, 2024, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with DRI Healthcare Acquisitions LP (“DRI”) under which it sold, transferred, assigned, and conveyed to DRI acquired certain future license fees and other payments (the “Purchased Receivables”) owed to the Company by Vertex under the terms of its license agreement with Vertex (the “License Agreement”) in exchange for an upfront cash payment by DRI to the Company of $ 57.0 million.

Under the Purchase and Sale Agreement, DRI is purchasing up to 100% of certain future fixed and sales-based annual license fees owed to the Company under the License Agreement, which fees range from $ 5.0 million to $ 40.0 million per year (inclusive of certain sales-based annual license fees that may become due) and a mid-double-digit percentage of a $ 50.0 million contingent upfront payment that the Company may receive under the License Agreement, in each case after subtracting amounts owing by the Company to Broad and Harvard (each as defined in Note 7).

The Company has retained rights to its portions of certain other sales-based annual license fees and the contingent upfront payment that may become due under the License Agreement, and the amounts that correspond to its licensor obligations.

The Purchase and Sale Agreement contains other terms, conditions and agreements, including representations and warranties, covenants and indemnity provisions customary for transactions of this type.

There are no financial covenants.

Under specified circumstances and subject to certain conditions, the Company may be liable for liquidated damages or termination fees in the range of one to two times the amount of the upfront cash payment.

The Purchase and Sale Agreement will terminate on the date on which Purchaser has received the last payment of Purchased Receivables that may become payable pursuant to the License Agreement.

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