Editas Medicine, Inc. 10-Q

Item 1. Financial Statements. Editas Medicine, Inc. Condensed Consolidated Balance Sheets (unaudited) (amounts in thousands, except share and per share data) June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 138,542 $ 131,541 Marketable securities 39,959 138,372 Accounts receivable 588 16,266 Prepaid expenses and other current assets 3,707 3,136 Total current assets 182,796 289,315 Property and equipment, net 4,576 14,497 Right-of-use assets 19,011 32,554 Restricted cash and other non-current assets 4,198 5,223 Total assets $ 210,581 $ 341,589 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 6,723 $ 5,493 Accrued expenses 48,068 45,859 Liability for sale of future revenues, current 5,000 5,000 Deferred revenue, current — 6,221 Operating lease liabilities 6,146 14,652 Total current liabilities 65,937 77,225 Operating lease liabilities, net of current portion 14,989 20,380 Liability for sale of future revenues - non-current 51,670 52,434 Deferred revenue, net of current portion 54,204 54,204 Other non-current liabilities 4,592 3,072 Total liabilities 191,392 207,315 Stockholders’ equity Preferred stock, $ 0.0001 par value per share: 5,000,000 shares authorized; no shares issued or outstanding — — Common stock, $ 0.0001 par value per share: 390,000,000 and 195,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively; 87,388,425 and 82,734,696 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 9 8 Additional paid-in capital 1,616,931 1,602,441 Accumulated other comprehensive income 15 268 Accumulated deficit ( 1,597,766 ) ( 1,468,443 ) Total stockholders’ equity 19,189 134,274 Total liabilities and stockholders’ equity $ 210,581 $ 341,589 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Operations (unaudited) (amounts in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Collaboration and other research and development revenues $ 3,578 $ 513 $ 8,236 $ 1,649 Operating expenses: Research and development 16,181 54,210 42,774 102,997 General and administrative 12,859 18,206 26,234 37,545 Restructuring and impairment charges 26,082 — 66,935 — Total operating expenses 55,122 72,416 135,943 140,542 Operating loss ( 51,544 ) ( 71,903 ) ( 127,707 ) ( 138,893 ) Other (expense) income, net: Other (expense) income, net ( 1,758 ) ( 1 ) ( 2,183 ) 5 Interest related to sale of future revenues ( 2,020 ) — ( 4,236 ) — Interest income, net 2,087 4,297 4,803 9,331 Total other (expense) income, net ( 1,691 ) 4,296 ( 1,616 ) 9,336 Net loss $ ( 53,235 ) $ ( 67,607 ) $ ( 129,323 ) $ ( 129,557 ) Net loss per share, basic and diluted $ ( 0.63 ) $ ( 0.82 ) $ ( 1.54 ) $ ( 1.58 ) Weighted-average common shares outstanding, basic and diluted 84,412,200 82,310,368 83,737,382 82,124,603 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Comprehensive Loss (unaudited) (amounts in thousands) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss $ ( 53,235 ) $ ( 67,607 ) $ ( 129,323 ) $ ( 129,557 ) Other comprehensive loss: Unrealized loss on marketable debt securities ( 73 ) ( 116 ) ( 253 ) ( 640 ) Comprehensive loss $ ( 53,308 ) $ ( 67,723 ) $ ( 129,576 ) $ ( 130,197 ) The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (amounts in thousands, except share data) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2024 82,734,696 $ 8 $ 1,602,441 $ 268 $ ( 1,468,443 ) $ 134,274 Issuance of common stock from at the market equity offering 706,236 — 1,435 — — $ 1,435 Vesting of restricted common stock awards 268,604 — — — — — Stock-based compensation expense — — 2,979 — — 2,979 Unrealized loss on marketable debt securities — — — ( 180 ) — ( 180 ) Net loss — — — — ( 76,088 ) ( 76,088 ) Balance at March 31, 2025 83,709,536 $ 8 $ 1,606,855 $ 88 $ ( 1,544,531 ) $ 62,420 Issuance of common stock from at the market equity offering 3,419,836 1 7,184 — — 7,185 Stock-based compensation expense — — 2,664 — — 2,664 Vesting of restricted common stock awards 102,894 — — — — — Issuance of common stock under employee stock purchase plan 156,159 — 228 — — 228 Unrealized loss on marketable debt securities — — — ( 73 ) — ( 73 ) Net loss — — — — ( 53,235 ) ( 53,235 ) Balance at June 30, 2025 87,388,425 $ 9 $ 1,616,931 $ 15 $ ( 1,597,766 ) $ 19,189 Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2023 81,767,263 $ 8 $ 1,580,241 $ 198 $ ( 1,231,350 ) $ 349,097 Exercise of stock options 21,975 — 192 — — 192 Vesting of restricted common stock awards 445,713 — — — — — Stock-based compensation expense — — 7,585 — — 7,585 Unrealized loss on marketable debt securities — — — ( 524 ) — ( 524 ) Net loss — — — — ( 61,950 ) ( 61,950 ) Balance at March 31, 2024 82,234,951 $ 8 $ 1,588,018 $ ( 326 ) $ ( 1,293,300 ) $ 294,400 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 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (amounts in thousands) Six Months Ended June 30, 2025 2024 Cash flow from operating activities Net loss $ ( 129,323 ) $ ( 129,557 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 5,643 12,595 Depreciation 3,751 2,829 Loss on disposal of fixed assets 2,193 — Net amortization of premiums and discounts on marketable securities ( 840 ) ( 3,596 ) Interest related to sale of future revenues 4,236 — Impairment of held for sale assets 3,724 — Other non-cash items ( 390 ) ( 415 ) Changes in operating assets and liabilities: Accounts receivable 15,678 9,943 Prepaid expenses and other current assets ( 418 ) 535 Right-of-use assets 8,694 ( 3,271 ) Other non-current assets 1,025 443 Accounts payable 1,231 5,967 Accrued expenses 2,271 ( 6,538 ) Accrued interest on sale of future revenues ( 2,128 ) — Deferred revenue ( 6,221 ) — Operating lease liabilities ( 9,048 ) 2,162 Other non-current liabilities 1,911 1,969 Net cash used in operating activities $ ( 98,011 ) $ ( 106,934 ) Cash flow from investing activities Purchases of property and equipment ( 114 ) ( 5,365 ) Proceeds from the sale of equipment 151 — Purchases of marketable securities — ( 86,221 ) Proceeds from maturities of marketable securities 99,000 138,795 Net cash provided by investing activities $ 99,037 $ 47,209 Cash flow from financing activities Repayment on sale of future revenues ( 2,872 ) — Proceeds from issuance of common stock from at the market equity offering 8,619 — Proceeds from exercise of stock options — 192 Proceeds from issuance of common stock under employee stock purchase plan 228 322 Net cash provided by financing activities $ 5,975 $ 514 Net increase (decrease) in cash, cash equivalents, and restricted cash 7,001 ( 59,211 ) Cash, cash equivalents, and restricted cash, beginning of period 135,418 127,529 Cash, cash equivalents, and restricted cash, end of period $ 142,419 $ 68,318 Cash and cash equivalents, end of period 138,542 64,441 Restricted cash 1 3,877 3,877 Cash, cash equivalents, and restricted cash, end of period $ 142,419 $ 68,318 7 Table of Contents 1 As of June 30, 2025 and June 30, 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: Fixed asset additions included in accounts payable and accrued expenses $ — $ 54 Cash paid in connection with operating lease liabilities $ 11,048 $ 7,683 Remeasurement of operating lease liabilities and right-of-use assets due to lease modification $ 766 $ 794 Commencement of right-of-use asset $ — $ 7,844 Non-cash termination of right-of-use asset $ 4,849 $ — The accompanying notes are an integral part of the condensed consolidated financial statements. 8 Table of Contents Editas Medicine, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Nature of Business Editas Medicine, Inc. (the “Company”) is a pioneering 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. Its principal offices are in Cambridge, Massachusetts. 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. (“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. Liquidity As of June 30, 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 the Vertex License Agreement, 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 June 30, 2025, the Company had cash, cash equivalents and marketable securities of $ 178.5 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 June 30, 2025, the Company has sold 4,126,072 shares of common stock under the ATM Facility for gross proceeds of $ 8.6 million and has $ 141.4 million available under the ATM Facility. The Company has incurred annual net operating losses in every year since its inception. As of August 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 $ 1.6 billion at June 30, 2025, and will require substantial additional capital to fund its operations. The Company has never generated any product revenue. There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. 9 Table of Contents 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information 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 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”). 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. 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, 2025 and 2024 are referred to as the second 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. Summary of Significant Accounting Policies 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 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 10 Table of Contents Recently Issued Accounting Pronouncements In November 2024, the FASB issued 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. 3. Cash Equivalents and Marketable Securities Cash equivalents and marketable securities consisted of the following at June 30, 2025 (in thousands): Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents and marketable securities: U.S. Treasuries 39,944 — 20 ( 5 ) 39,959 Money market funds 138,542 — — — 138,542 Total $ 178,486 $ — $ 20 $ ( 5 ) $ 178,501 Cash equivalents and marketable securities consisted of the following at December 31, 2024 (in thousands): Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents and marketable securities: Money market funds 131,541 — — — 131,541 Corporate notes/bonds 6,522 — — ( 21 ) 6,501 U.S. Treasuries 131,582 — 289 — 131,871 Total $ 269,645 $ — $ 289 $ ( 21 ) $ 269,913 As of June 30, 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 June 30, 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 six months ended June 30, 2025 or 2024. 11 Table of Contents 4. Fair Value Measurements Assets measured at fair value on a recurring basis as of June 30, 2025 were as follows (in thousands): June 30, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 138,542 $ 138,542 $ — $ — Marketable securities: U.S. Treasuries 39,959 39,959 — — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — Total financial assets $ 182,378 $ 182,378 $ — $ — Assets measured at fair value on a recurring basis as of December 31, 2024 were as follows (in thousands): December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 131,541 $ 131,541 $ — $ — Marketable securities: Corporate notes/bonds 6,501 — 6,501 — U.S. Treasuries 131,871 131,871 — — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — Total financial assets $ 273,790 $ 267,289 $ 6,501 $ — The fair value of the Company’s liability for sale of future revenues approximates the amount recorded on the Company’s balance sheet as of June 30, 2025 and December 31, 2024, which represents a level 3 fair value measurement. 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2025 December 31, 2024 External research and development expenses $ 2,870 $ 11,630 Employee related expenses 3,488 11,516 Sublicense and license fees — 6,609 Intellectual property and patent related fees 685 1,471 Professional service expenses 432 1,593 Employee termination benefits 6,592 10,475 Contract termination costs 33,743 1,757 Other expenses 258 808 Total accrued expenses $ 48,068 $ 45,859 12 Table of Contents 6. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2025 December 31, 2024 Laboratory and manufacturing equipment $ 21,066 $ 29,128 Leasehold improvements 8,404 11,749 Computer equipment 1,399 1,490 Construction-in-progress — 827 Furniture and office equipment 191 264 Software 344 2,687 Total property and equipment 31,404 46,145 Less: accumulated depreciation ( 26,828 ) ( 31,648 ) Property and equipment, net $ 4,576 $ 14,497 7. Commitments and Contingencies The Company is a party to a number of license agreements under which the Company licenses patents, patent applications and other intellectual property from third parties. As such, the Company is obligated to pay licensors for various costs including upfront license fees, annual license fees, certain licensor expense reimbursements, success payments, research funding payments, and milestones triggerable upon certain development, regulatory, and commercial events as well as royalties on future product sales. These contracts are generally cancellable, with notice, at the Company’s option and do not have significant cancellation penalties. The terms and conditions as well as the accounting analysis for the Company’s significant commitments and contingencies are described in Note 8, “Commitments and Contingencies” 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. Licensor Expense Reimbursement The Company is obligated to reimburse The Broad Institute, Inc. (“Broad”) and the President and Fellows of Harvard College (“Harvard”) for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the Amended and Restated Cas9-I License Agreement by and among the Company, Broad and Harvard, including the interference and opposition proceedings involving patents licensed to the Company under the license agreement, and other license agreements between the Company and Broad. 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 $ 2.3 million and $ 4.2 million in expenses during the three and six months ended June 30, 2025. The Company incurred an aggregate of $ 2.5 million and $ 4.6 million in expense during the three months and six months ended June 30, 2024, respectively, for such reimbursement. Lease Termination 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. 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 further modified the lease to terminate on April 30, 2025 with a final fixed payment of $ 3.7 million. 8. 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 13 Table of Contents 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 June 30, 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 six months ended June 30, 2025 (in thousands): Balance at December 31, 2024 Additions Deductions Balance at June 30, 2025 Accounts receivable $ 16,266 $ 2,181 $ ( 17,859 ) $ 588 Contract liabilities: Deferred revenue $ 60,425 $ — $ ( 6,221 ) $ 54,204 During the three and six months ended June 30, 2025 and 2024, the Company recognized the following collaboration revenue (in thousands): Revenue recognized in the period from: June 30, 2025 June 30, 2024 Three Months Ended Six Months Ended Three Months Ended Six Months Ended Amounts included in deferred revenue at the beginning of the period $ 2,000 $ 6,221 $ $ — $ — Performance obligations satisfied in previous periods $ — $ — $ $ — $ — 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 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. 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. As of June 30, 2025, there was no short-term deferred revenue and $ 50.2 million of long-term deferred revenue in the accompanying consolidated balance sheets. 14 Table of Contents 9. Stock-based Compensation Total compensation cost recognized for all stock-based compensation awards in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Research and development $ 863 $ 2,125 $ 1,770 $ 5,033 General and administrative 1,801 2,885 3,873 7,562 Total stock-based compensation expense $ 2,664 $ 5,010 $ 5,643 $ 12,595 Restricted Stock Unit Awards The following is a summary of restricted stock unit awards activity for the six months ended June 30, 2025: Shares Weighted Average Grant Date Fair Value Per Share Unvested restricted stock unit awards as of December 31, 2024 2,326,523 $ 9.78 Issued 1,560 $ 1.26 Vested ( 371,498 ) $ 10.42 Forfeited ( 1,033,046 ) $ 10.11 Unvested restricted stock unit awards as of June 30, 2025 923,539 $ 9.15 There were no restricted stock units that contained performance-based vesting provisions granted in the six months ended June 30, 2025. There was no expense related to the vesting of performance-based restricted stock units for the three and six months ended June 30, 2025 and $ 0.1 million and $ 3.5 million of expense related to the vesting of performance-based restricted stock units for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 6.4 million, which the Company expects to recognize over a remaining weighted-average period of 1.99 years. Stock Options The following is a summary of stock option activity for the six months ended June 30, 2025: Shares Weighted Average Exercise Price Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2024 7,656,010 $ 14.70 7.19 $ — Granted 5,581,038 $ 1.71 Exercised — $ — Cancelled ( 2,791,231 ) $ 11.85 Outstanding at June 30, 2025 10,445,817 $ 8.54 7.71 $ 2,505 Exercisable at June 30, 2025 4,026,696 $ 16.59 5.23 $ 120 As of June 30, 2025, total unrecognized compensation expense related to stock options was $ 15.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.7 years. 15 Table of Contents 10. Net Loss per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods. Contingently issuable shares are included in the calculation of basic loss per share as of the beginning of the period in which all the necessary conditions have been satisfied. Contingently issuable shares are included in diluted loss per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive. For purposes of the diluted net loss per share calculation, unvested restricted stock unit awards and outstanding stock options are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: June 30, 2025 2024 Unvested restricted stock unit awards 923,539 2,618,361 Outstanding stock options 10,445,817 8,268,790 Total 11,369,356 10,887,151 11. Debt 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 June 30, 2025, the estimated effective interest rate under the agreement was 15.1 %. 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 June 30, 2025 (in thousands): 16 Table of Contents June 30, 2025 Deferred royalty obligation related to the sale of future revenues, net as of December 31, 2024 $ 57,434 Payments for sale of future revenues ( 5,000 ) Non-cash interest expense associated with sale of future revenues 4,117 Amortization of issuance costs 119 Deferred royalty obligation related to the sale of future revenues, net as of June 30, 2025 $ 56,670 12. Restructuring and Impairment Charges On December 11, 2024, the Company’s board of directors approved the discontinuation of the clinical development of the Company's reni-cel program to treat sickle cell disease and transfusion-dependent beta thalassemia (the “Discontinuation”). 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 six months ended June 30, 2025, the Company has incurred the following restructuring and impairment charges (in thousands): Employee termination benefits $ 14,797 Costs for ongoing contracts and terminated contracts 54,098 Acceleration of expense for change in useful life estimate and lease termination 6,548 Impairment charges 3,724 Total restructuring and impairment charges $ 79,167 The Company incurred the following restructuring and impairment charges for the three and six months ended June 30, 2025, which are recorded in the consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2025 Employee termination benefits $ 813 $ 4,322 Costs for ongoing contracts and terminated contracts 23,466 52,341 Acceleration of expense for change in useful life estimate and lease termination 1,803 6,548 Impairment charges — 3,724 Total restructuring and impairment charges $ 26,082 $ 66,935 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 17 Table of Contents 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 June 30, 2025 (in thousands): Employee Termination Benefits Accrued employee termination benefits as of December 31, 2024 $ 10,475 Employee termination benefits charges incurred during period 4,322 Amounts paid or otherwise settled during the period ( 8,205 ) Accrued employee termination benefits as of June 30, 2025 $ 6,592 In total, the Company expects that it will incur approximately $ 15.0 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 June 30, 2025 (in thousands): Contract Costs Accrued contract costs as of December 31, 2024 $ 1,757 Contract costs incurred during the period 52,341 Amounts paid or otherwise settled during the period ( 16,364 ) Accrued contract costs as of June 30, 2025 $ 37,734 At June 30, 2025, $4.0 million of accrued contract costs was included in Other non-current liabilities on the Consolidated Balance Sheet. 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 certain of its laboratory and manufacturing equipment. At March 31, 2025, 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 during the three months ended March 31, 2025. The sale was completed in April 2025. Additionally, the Company abandoned certain other leasehold improvements, software, and right of use assets in the second quarter of 2025, and as a result, the Company accelerated depreciation and rent expense and recorded the following in the condensed consolidated statements of operations (in thousands): 18 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2025 2025 Accelerated depreciation related to leasehold improvements and software $ 1,072 $ 1,790 Charges related to termination of lease 731 4,758 Total $ 1,803 $ 6,548 13. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“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): 19 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Collaboration and other research and development revenues $ 3,578 $ 513 $ 8,236 $ 1,649 Operating expenses: Research and development 1 Employee related expenses 8,575 13,661 22,742 27,344 External research and development expenses 25,111 27,025 60,466 44,613 Facility expenses 4,581 7,370 13,974 12,589 Stock-based compensation expenses 863 2,125 1,770 5,033 Sublicense and license fees 95 857 112 6,753 Other expenses 3 1,787 3,172 7,785 6,665 General and administrative 2 Employee related expenses 3,436 4,800 8,541 9,690 Professional service expenses 3,711 3,893 6,151 6,808 Intellectual property and patent related fees 3,221 3,845 5,767 7,790 Stock-based compensation expenses 1,801 2,885 3,873 7,562 Facility and other expenses 4 1,941 2,783 4,762 5,695 Total operating expenses 55,122 72,416 135,943 140,542 Operating loss ( 51,544 ) ( 71,903 ) ( 127,707 ) ( 138,893 ) Other (expense) income, net: Other (expense) income, net ( 1,758 ) ( 1 ) ( 2,183 ) 5 Interest related to sale of future revenues ( 2,020 ) — ( 4,236 ) — Interest income, net 2,087 4,297 4,803 9,331 Total other (expense) income, net ( 1,691 ) 4,296 ( 1,616 ) 9,336 Net loss $ ( 53,235 ) $ ( 67,607 ) $ ( 129,323 ) $ ( 129,557 ) 1 The three and six months ended June 30, 2025 and 2024 include $ 24,830 and $ 64,075 and $- and $- of restructuring and impairment charges, respectively. 2 The three and six months ended June 30, 2025 and 2024 include $ 1,251 and $ 2,860 and $- 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 20 Table of Contents