What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-04 · 193 added, 126 removed, 266 unchanged (55% of the section changed)

3 unchanged sentences

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

September 30,

2025 December 31,

5 unchanged sentences

Total current assets 224,843 289,315

Marketable securities — 104,024

Property and equipment, net 8,182 14,497

6 unchanged sentences

Accrued expenses 47,488 45,859

Liability for sale of future revenues, current 5,000 5,000

Deferred revenue, current 2,000 6,221

2 unchanged sentences

Operating lease liabilities, net of current portion 17,972 20,380

Liability for sale of future revenues - non-current 49,579 52,434

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

7 unchanged sentences

195,000,000 shares authorized;

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

83,709,536 and 82,734,696 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,606,855 1,602,441

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Collaboration and other research and development revenues $ 4,658 $ 1,135

2 unchanged sentences

General and administrative 13,375 19,339

Restructuring and impairment charges 40,853 —

Total operating expenses 80,821 68,126

2 unchanged sentences

Other (expense) income, net ( 425 ) 6

Interest related to sale of future revenues ( 2,216 ) —

Interest income, net 2,716 5,035

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net loss $ ( 76,088 ) $ ( 61,950 )

Other comprehensive loss:

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

Unrealized loss on marketable debt securities ( 180 ) ( 524 )

Comprehensive loss $ ( 76,268 ) $ ( 62,474 )

11 unchanged sentences

Balance at December 31, 2024 82,734,696 $ 8 $ 1,602,441 $ 268 $ ( 1,468,443 ) $ 134,274

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

Issuance of common stock from at the market equity offering 706,236 — 1,435 — — $ 1,435

Vesting of restricted common stock awards 268,604 — — — — —

3 unchanged sentences

Balance at March 31, 2025 83,709,536 $ 8 $ 1,606,855 $ 88 $ ( 1,544,531 ) $ 62,420

Stock-based compensation expense — — 5,010 — — 5,010

Vesting of restricted common stock awards 121,643 — — — — —

Issuance of common stock under employee stock purchase plan 72,920 — 322 — — 322

Unrealized loss on marketable debt securities — — — ( 116 ) — ( 116 )

Net loss — — — — ( 67,607 ) ( 67,607 )

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.

Condensed Consolidated Statements of Stockholders’ Equity

(amounts in thousands, except share data)

Common Stock Additional

6 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

Vesting of restricted common stock awards 51,887 — —

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

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

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

3 unchanged sentences

Depreciation 1,917 1,409

Loss on disposal of fixed assets 139 1,583

Net amortization of premiums and discounts on marketable securities ( 583 ) ( 1,716 )

Other non-cash items 492 —

Impairment of held for sale assets 3,724 —

Interest related to sale of future revenues 2,145 —

Changes in operating assets and liabilities:

5 unchanged sentences

Accrued expenses 1,693 ( 2,694 )

Accrued interest on sale of future revenues ( 2,128 ) —

Deferred revenue ( 4,221 ) —

Operating lease liabilities ( 3,899 ) ( 2,396 )

7 unchanged sentences

Cash flow from financing activities

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

Repayment on sale of future revenues ( 2,872 ) —

Proceeds from issuance of common stock from at the market equity offering 1,435 —

Proceeds from exercise of stock options — 192

Proceeds from issuance of common stock under employee stock purchase plan 322 435

Net cash provided by financing activities 514 117,525

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

Net cash (used in) provided by financing activities ( 1,437 ) 192

Net increase (decrease) in cash, cash equivalents, and restricted cash 7,151 ( 54,425 )

Cash, cash equivalents, and restricted cash, beginning of period 135,418 127,529

3 unchanged sentences

Cash, cash equivalents, and restricted cash, end of period $ 142,569 $ 73,104

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

1 As of March 31, 2025 and March 31, 2024, restricted cash of $ 3,877 and $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet, respectively.

Supplemental disclosure of cash and non-cash activities:

2 unchanged sentences

Remeasurement of operating lease liabilities and right-of-use assets due to lease modification 766 794

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.

3 unchanged sentences

Editas Medicine, Inc.

(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”) is an early stage genome 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”), 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 has primarily financed its operations through various equity financings, payments received under a research collaboration with Juno Therapeutics, Inc.

(“Juno Therapeutics”), a wholly owned subsidiary of the Bristol-Myers Squibb Company (“BMS”), payments received under its former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020, payments received under the purchase and sale agreement with DRI Healthcare Acquisitions LP (“DRI”), and payments received in conjunction with the Company’s license agreement with Vertex Pharmaceuticals, Inc (“Vertex”, and such agreement, 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.

In June 2023, the Company completed a public offering in which it sold 12,500,000 shares of its common stock and received net proceeds of approximately $ 117.1 million after deducting underwriting discounts and commissions and other offering costs.

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”).

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

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

As of March 31, 2025, the Company has raised an aggregate of $ 1.0 billion in net proceeds through the sale of shares of its common stock in public offerings and at-the-market offerings.

The Company also has funded its business from payments received under its purchase and sale agreement with DRI, payments received under its license agreement with Vertex, its research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics and its former strategic alliance with Allergan (which was terminated in August 2020).

As of March 31, 2025, the Company had cash, cash equivalents and marketable securities of $ 221.0 million.

In May 2021, the Company entered into a common stock sales agreement with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), under which the Company from time to time can issue and sell shares of the Company’s common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $ 300.0 million.

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

In March 2025, the Company further amended its common stock sales agreement with TD Cowen in connection with amending its existing shelf registration statement following the loss of the Company’s status as a “well-known seasoned issuer” (as defined under Rule 405 of the Securities Act of 1933, as amended), reducing the amount of shares of common stock the Company may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $ 150.0 million (the “ATM Facility”).

As of March 31, 2025, the Company has sold 706,236 shares of common stock under the ATM Facility for gross proceeds of $ 1.4 million and has $ 148.6 million available under the ATM Facility.

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

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.

As of May 12, 2025, 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 $ 1.5 billion at March 31, 2025, and will require substantial additional capital to fund its operations.

The Company has never generated any product revenue.

4 unchanged sentences

The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”).

4 unchanged sentences

Refer to Note 14, “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 three months ended March 31, 2025 and 2024 are referred to as the first quarter of 2025 and 2024, 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.

There have been no material changes to the significant accounting policies previously disclosed in the Annual Report with the exception of the following:

Restructuring

The Company records liabilities for costs associated with restructuring activities in the period in which the liability is incurred.

Typical costs associated with restructuring activities include, employee termination benefits, contract termination costs and on-going contract costs for which there is no economic benefit.

For costs associated with employee terminations in which the employee is subject to an existing benefit arrangement, the post employment benefits are recognized when probable and estimable.

Other employee termination costs are measured and recognized on the communication date, unless there is a required future service period, in which case, the expense is recognized over the service period.

Contract termination costs are recognized upon termination of the contract and costs for on-going contracts for which there is no future benefit, are recognized at fair value on the cease-use date.

The Company has made estimates and judgments regarding the amount and timing of its restructuring expense and liability, including current and future period termination benefits and other exit costs to be incurred when related actions take place.

Restructuring charges are reflected in the Company's condensed consolidated statements of operations.

Actual results may differ from these estimates.

Refer to Note 12, “Restructuring and Impairment Charges” for further information.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax

Disclosures .

This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the United States and in foreign jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company will incorporate the changes in disclosure requirements in its financial statements included in its 2025 Annual Report.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which is intended to improve the disclosure of expenses by providing more detailed information about the types of expenses in commonly presented expense captions.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments can be applied either prospectively or retrospectively.

The Company has not early adopted this ASU and is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

Cash Equivalents and Marketable Securities

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

Cash equivalents and marketable securities consisted of the following at March 31, 2025 (in thousands):

Cost Allowance

Cash equivalents and marketable securities:

Government agency securities $ 13,999 $ — $ — $ ( 26 ) $ 13,973

Treasuries 82,184 — 93 ( 5 ) 82,272

Money market funds 138,692 — — — 138,692

Corporate notes/bonds 6,507 — — ( 5 ) 6,502

Total $ 220,876 $ — $ 93 $ ( 5 ) $ 220,964

2 unchanged sentences

Cash equivalents and marketable securities:

Government agency securities $ 103,507 $ — $ — $ ( 327 ) $ 103,180

Money market funds 131,541 — — — 131,541

2 unchanged sentences

Total $ 269,645 $ — $ 289 $ ( 21 ) $ 269,913

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.

The Company also believes that it will be able to collect, in full, both principal and interest amounts due at maturity.

As of March 31, 2025, the Company did not hold any marketable securities that were in a continuous 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, 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.

As of March 31, 2025, 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 three months ended March 31, 2025 or 2024.

Fair Value Measurements

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

September 30,

Assets measured at fair value on a recurring basis as of March 31, 2025 were as follows (in thousands):

2025 Quoted Prices

5 unchanged sentences

Marketable securities:

Government agency securities 13,973 — 13,973 —

Corporate notes/bonds 6,502 — 6,502 —

Treasuries 82,272 82,272 — —

10 unchanged sentences

Marketable securities:

Government agency securities 103,180 — 103,180 —

Corporate notes/bonds 6,501 — 6,501 —

5 unchanged sentences

Accrued expenses consisted of the following (in thousands):

September 30,

2025 December 31,

4 unchanged sentences

Professional service expenses 446 1,593

Restructuring charges 30,542 12,232

Other expenses 242 808

Total accrued expenses $ 47,488 $ 45,859

Property and Equipment, net

Property and Equipment, net and Assets Held for Sale

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

September 30,

2025 December 31,

8 unchanged sentences

Property and equipment, net $ 8,182 $ 14,497

At March 31, 2025, $ 0.3 million of laboratory and manufacturing equipment was held for sale and included in Prepaid expenses and other current assets on the Consolidated Balance Sheet.

Refer to Note 12, “Restructuring and Impairment Charges” for further information.

Commitments and Contingencies

8 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 $ 2.1 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.

The Company incurred an aggregate of $ 1.9 million and $ 2.0 million in expense during the three months ended March 31, 2025, and March 31, 2024, respectively, for such reimbursement.

Collaboration Agreements

3 unchanged sentences

Collaboration Revenue

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

As of March 31, 2025, 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, 2025 (in thousands):

Balance at December 31, 2024 Additions Deductions Balance at March 31, 2025

Accounts receivable $ 16,266 $ 603 $ ( 16,359 ) $ 510

2 unchanged sentences

Amendment to BMS Collaboration Agreement

In March 2024, the Company entered into an amendment (“2024 Amendment”) to the Second Amended and Restated Collaboration and License Agreement, dated as of November 11 2019, by and between the Company and June (the “2019 Collaboration Agreement”) 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.

In March 2024, the Company entered into an amendment (“2024 Amendment”) to the Second Amended and Restated Collaboration and License Agreement, dated as of November 11 2019, by and between the Company and Juno Therapeutics (the “2019 Collaboration Agreement”) to extend the collaboration to November 2026, with options to extend the collaboration for up to an additional two years , and provided Juno Therapeutics the ability to select up to three new gene targets for research.

The 2019 Collaboration Agreement, as amended by the 2024 Amendment, is herein referred to as the 2019 Amended Collaboration Agreement.

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 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 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 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.

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 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.

The Company’s accounting assessment for the 2024 Amendment is described in Note 9, “Collaboration Agreements,” to the consolidated financial statements included in the Annual Report.

During the three months ended March 31, 2025 the Company did not recognize any of the $ 56.7 million transaction price.

As of March 31, 2025, there was no short-term deferred revenue and $ 50.2 million of 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,

2024 2023 2024 2023

Research and development $ 907 $ 2,908

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, 2024:

The following is a summary of restricted stock unit awards activity for the three months ended March 31, 2025:

Shares Weighted Average Grant Date Fair Value Per Share

3 unchanged sentences

Forfeited ( 560,376 ) $ 10.92

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.

Unvested restricted stock unit awards as of March 31, 2025 1,499,103 $ 9.24

There were no restricted stock units that contained performance-based vesting provisions granted in the three months ended March 31, 2025.

There was no expense related to the vesting of performance-based restricted stock units for the three months ended March 31, 2025 and $ 3.4 million of expense related to the vesting of performance-based restricted stock units for the three months ended March 31, 2024.

As of March 31, 2025, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 8.4 million, which the Company expects to recognize over a remaining weighted-average period of 2.18 years.

Stock Options

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

The following is a summary of stock option activity for the three months ended March 31, 2025:

Shares Weighted Average

5 unchanged sentences

Cancelled ( 1,697,631 ) $ 13.09

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.

Outstanding at March 31, 2025 11,253,667 $ 8.84 8.22 $ —

Exercisable at March 31, 2025 3,646,110 $ 18.34 5.87 $ —

As of March 31, 2025, total unrecognized compensation expense related to stock options was $ 21.6 million, which the Company expects to recognize over a remaining weighted-average period of 2.9 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 1,499,103 2,728,834

1 unchanged sentence

Total 12,752,770 10,520,197

Liability for the Sale of Future Revenues

On October 3, 2024, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with DRI under which it sold, transferred, assigned, and conveyed to DRI certain future license fees and other payments (the “Purchased Receivables”) owed to the Company by Vertex under the terms of the Vertex 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 Vertex License Agreement, which fees range from $ 5.0 million to $ 40.0 million per year (inclusive of certain sales-based annual license fee increases) and a mid-double-digit percentage of a $ 50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement, in each case after subtracting amounts that will be owed by the Company to Broad and Harvard (each term as defined in Note 8, respectively).

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 Vertex License Agreement, and the amounts that correspond to its licensor obligations.

In accordance with Accounting Standards Codification (“ASC”) Topic 470, Borrower’s Accounting for Debt Modification , the Company has accounted for the transaction as debt.

The gross proceeds of $ 57.0 million were recorded as a liability for the sale of future revenues, net of transaction costs of $ 1.8 million, which will be amortized over the estimated life of the arrangement using the effective interest method.

The Company estimates the effective interest rate used to record non-cash interest expense under the Purchase and Sale Agreement based on the estimate of future revenue payments to be made to DRI.

As of March 31, 2025, the estimated effective interest rate under the agreement was 15.7 %.

Over the life of the arrangement, the actual effective interest rate will be affected by the amount and timing of the payments made to DRI and changes in the Company's revenue forecasts.

At each reporting date, the Company will reassess its estimate of total future payments to be made to DRI, and prospectively adjust the effective interest rate and amortization of the liability as necessary.

The following table presents the changes in the liability related to the sale of future revenues under the Purchase and Sale Agreement with DRI as of March 31, 2025 (in thousands):

March 31, 2025

Deferred royalty obligation related to the sale of future revenues, net as of December 31, 2024

Payments for sale of future revenues ( 5,000 )

Non-cash interest expense associated with sale of future revenues 2,085

Amortization of issuance costs 60

Deferred royalty obligation related to the sale of future revenues, net as of March 31, 2025

Restructuring and Impairment Charges

On December 11, 2024, the Board approved the discontinuation of the clinical development of the Company's reni-cel program (the “Discontinuation”) to treat sickle cell disease and transfusion-dependent beta thalassemia.

As a result of the Discontinuation, the Company has ceased activities towards the filing of a biologic license application and potential commercialization of reni-cel.

In connection with the Discontinuation, the Board also approved a reduction in the Company’s employee workforce by approximately 180 positions, or approximately 65 % (the “Reduction”).

Since the Discontinuation and Reduction started in December 2024 through the three months ended March 31, 2025, the Company has incurred the following restructuring and impairment charges (in thousands):

Employee termination benefits $ 13,984

Costs for ongoing contracts and terminated contracts

Acceleration of expense for change in useful life estimate 4,745

Impairment charges 3,724

Total restructuring and impairment charges $ 53,085

The Company incurred the following restructuring and impairment charges for the three months ended March 31, 2025, which are recorded in the consolidated statement of operations (in thousands):

Employee termination benefits $ 3,509

Costs for ongoing contracts and terminated contracts

Acceleration of expense for change in useful life estimate 4,745

Impairment charges 3,724

Total restructuring and impairment charges $ 40,853

The actions associated with the Discontinuation and Reduction commenced in December 2024 and are expected to be substantially completed by the end of 2025.

Employee Termination Benefits

Employees affected by the Reduction received involuntary termination benefits pursuant to either a one-time benefit or arrangement or salary continuation for a set period of time in accordance with the Company’s Amended and Restated Severance Benefit Plan (the “Benefit Plan”).

For employees who were notified of their termination in December 2024 and had no requirements to provide future services or were subject to the Benefit Plan, the Company recognized the liability for the termination benefits in full at fair value in the fourth quarter of 2024.

For employees who are required to render services beyond a minimum retention period to receive their one-time termination benefits or salary continuation, the Company is recognizing the termination benefits ratably over their future service periods.

The service periods began in December 2024 and all will end at various dates throughout 2025.

The following table shows the liability related to employee termination benefits as of March 31, 2025 (in thousands):

Employee Termination Benefits

Accrued employee termination benefits as of December 31, 2024

Employee termination benefits charges incurred during period 3,509

Amounts paid or otherwise settled during the period ( 3,877 )

Accrued employee termination benefits as of March 31, 2025

In total, the Company expects that it will incur approximately $ 15.2 million of employee termination benefit expense to implement the Reduction.

Costs for Ongoing Contracts and Terminated Contracts

The Discontinuation resulted in contract termination costs from vendor contracts before the end of their term, as well as costs that continue to be incurred under certain contracts with no future economic benefit to the Company.

In accordance with ASC 420, the Company recognized these unavoidable contract costs when incurred for terminated contracts or at the cease-use date, as it relates to contract costs that continue to be incurred.

The following table shows the liability related to costs for ongoing contracts and contract termination costs as of March 31, 2025 (in thousands):

Contract Costs

Accrued contract costs as of December 31, 2024

Contract costs incurred during the period 28,875

Amounts paid or otherwise settled during the period ( 10,197 )

Accrued contract costs as of March 31, 2025

These costs are subject to significant estimation based on the Company's expectation of the costs that will continue to be incurred on the contracts, as well as negotiation of contract changes and terminations with its vendors.

Changes in this estimate will be made in the period the information is known and could be material.

Impairment and Accelerated Depreciation Charges

In conjunction with the Discontinuation, the Company committed to a plan to actively sell specific assets within its asset group, primarily its laboratory and manufacturing equipment.

The laboratory and manufacturing equipment met all of the prescribed criteria required to classify it as held for sale.

The Company recorded $ 0.3 million of held for sale assets at their fair value at March 31, 2025, resulting in a $ 3.7 million impairment charge.

The fair value of the held for sale assets was determined based on the contractual sales price and determined to be a level 2 fair value measurement.

The assets held for sale are included in Prepaid expenses and other current assets on the Consolidated Balance Sheet as the Company expects to sell the assets within one year.

Additionally, the Company evaluated certain other leasehold improvements, software, and right of use assets and concluded that it would abandon the leasehold improvements, software and right of use asset in the second quarter of 2025, and as a result, the Company accelerated depreciation and rent expense resulting in $ 0.7 million and $ 4.0 million of incremental expense, respectively.

In total, the Company anticipates incurring $ 9.8 million in impairment charges related to the impairment of laboratory equipment and its related right of use asset in connection with the Discontinuation.

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the CODM or decision-making group in making decisions on how to allocate resources and assess performance.

The Company’s CODM is its CEO.

The CEO views the Company’s operations and manages the Company’s business as one operating segment, which is the business of developing and commercializing genome editing technology.

The Company’s CEO manages and allocates resources to the operations of the Company on a total company basis by assessing the overall level of resources available and how to best deploy these resources across functions and research and development projects that are in line with our long-term company-wide strategic goals.

In making these decisions, the Company’s CEO uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

The CODM performs this assessment based on the Company’s consolidated net loss.

Through this analysis, the CODM assesses performance by comparing actual consolidated net loss versus the budget, and then decides how to allocate resources to invest in the Company’s research and development programs.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

The following table contains additional information on our consolidated revenue and net loss, including significant segment expenses (in thousands):

Three Months Ended

Collaboration and other research and development revenues $ 4,658 $ 1,135

Operating expenses:

Research and development 1

Employee related expenses 14,167 13,683

External research and development expenses 35,355 17,588

Facility expenses 9,393 5,219

Stock-based compensation expenses 907 2,908

Sublicense and license fees 17 5,896

Other expenses 3

General and administrative 2

Employee related expenses 5,105 4,889

Professional service expenses 2,439 2,915

Intellectual property and patent related fees 2,546 3,946

Stock-based compensation expenses 2,072 4,677

Facility and other expenses 4

Total operating expenses 80,821 68,126

Operating loss ( 76,163 ) ( 66,991 )

Other income, net:

Other (expense) income, net ( 425 ) 6

Interest related to sale of future revenues ( 2,216 ) —

Interest income, net 2,716 5,035

Total other income, net 75 5,041

Net loss $ ( 76,088 ) $ ( 61,950 )

1 For the three months ended March 31, 2025 and 2024 includes $ 39,243 and $ — of restructuring and impairment charges, respectively.

2 For the three months ended March 31, 2025 and 2024 includes $ 1,610 and $ — of restructuring and impairment charges, respectively.

3 Other expenses primarily consists of impairment charges, consultant fees and office expenses

4 Facility and other expenses primarily consists of rent expense, insurance premiums, depreciation expense, software licenses and office expenses

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.

In 2023, the Company entered into a license and service agreement pursuant to which it leased manufacturing space for its continued research and development activities related to reni-cel.

The lease commenced April 1, 2024.

In September 2024, the Company modified the lease, and as a result of the modification the lease payments decreased and the notification period for the termination of the license and service agreement increased from 12 months’ prior written notice to 18 months’ prior written notice.

In January 2025, the Company gave its termination notice on the license and service agreement, which resulted in the end of the term of the agreement being July 2026, and $ 8.9 million of remaining payments owed.

In April 2025, the Company modified the license and service agreement to terminate on April 30, 2025 with a final fixed payment of $ 3.7 million.

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