What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-10 · 100 added, 191 removed, 325 unchanged (47% of the section changed)

3 unchanged sentences

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

September 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 123,648 $ 146,645

Marketable securities — 138,372

Accounts receivable 2,592 15,176

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Liability for sale of future revenues, current 7,500 5,000

Deferred revenue, current — 6,221

Operating lease liabilities 6,088 14,652

Operating lease liabilities, current 6,699 6,031

Total current liabilities 39,779 46,246

Operating lease liabilities, net of current portion 10,598 12,071

Liability for sale of future revenues - non-current 54,069 52,434

Liability for sale of future revenues, net of current portion 47,177 53,605

Deferred revenue, net of current portion 44,509 44,509

6 unchanged sentences

Common stock, $ 0.0001 par value per share:

390,000,000 and 195,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively;

93,264,421 and 82,734,696 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

390,000,000 shares authorized;

97,901,034 and 97,866,996 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,657,883 1,655,781

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Collaboration and other research and development revenues $ 2,831 $ 4,658

5 unchanged sentences

Operating loss ( 25,003 ) ( 76,163 )

Other (expense) income, net:

Other income, net:

Interest expense related to sale of future revenues ( 1,072 ) ( 2,216 )

1 unchanged sentence

Other expense, net ( 113 ) ( 425 )

Total other (expense) income, net ( 569 ) 3,525 ( 2,185 ) 12,861

Total other income, net 21 75

Net loss $ ( 24,982 ) $ ( 76,088 )

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net loss $ ( 24,982 ) $ ( 76,088 )

Other comprehensive gain (loss):

Unrealized gain (loss) on marketable debt securities ( 15 ) 964 ( 268 ) 324

Other comprehensive loss:

Unrealized loss on marketable debt securities — ( 180 )

Comprehensive loss $ ( 24,982 ) $ ( 76,268 )

11 unchanged sentences

Balance at December 31, 2025 97,866,996 $ 10 $ 1,655,781 $ — $ ( 1,628,503 ) $ 27,288

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

Vesting of restricted common stock awards 34,038 — — — — —

Stock-based compensation expense — — 2,102 — — 2,102

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

Net loss — — — — ( 24,982 ) ( 24,982 )

Balance at March 31, 2026 97,901,034 $ 10 $ 1,657,883 $ — $ ( 1,653,485 ) $ 4,408

Issuance of common stock from at-the-market equity offering, net 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

Issuance of common stock from at-the-market equity offering, net 5,799,178 — 17,147 — — 17,147

Exercise of stock options 12,130 — 21 — — 21

Stock-based compensation expense — — 2,228 — — 2,228

Vesting of restricted common stock awards 64,688 — — — — —

Unrealized loss on marketable debt securities — — — ( 15 ) — ( 15 )

Net loss — — — — ( 25,117 ) ( 25,117 )

Balance at September 30, 2025 93,264,421 $ 9 $ 1,636,327 $ — $ ( 1,622,883 ) $ 13,453

Common Stock Additional

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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, net 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

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

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

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

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 483 1,917

Loss on disposal of fixed assets 2,193 139

Net accretion of discounts on marketable securities ( 902 ) ( 4,922 )

Interest related to sale of future revenues 6,635 —

Impairment of held for sale assets 3,724 —

Net amortization of premiums and discounts on marketable securities — ( 583 )

Other non-cash items 111 492

Impairment of held for sale assets — 3,724

Interest related to sale of future revenues 1,072 2,145

Changes in operating assets and liabilities:

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Proceeds from the sale of equipment 156 —

Purchases of marketable securities — ( 86,221 )

Proceeds from maturities of marketable securities — 56,501

Net cash provided by investing activities $ 138,610 $ 131,188

Net cash provided by (used in) investing activities 64 56,387

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, net 25,767 —

Proceeds from exercise of stock options 21 192

Proceeds from issuance of common stock under employee stock purchase plan 228 322

Net cash provided by financing activities $ 23,144 $ 514

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

Net cash used in financing activities — ( 1,437 )

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 22,997 ) 7,151

4 unchanged sentences

Cash, cash equivalents, and restricted cash, end of period $ 126,318 $ 142,569

1 As of September 30, 2025 and September 30, 2024, restricted cash of $ 2,670 and $ 3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet, respectively.

1 As of March 31, 2026 and March 31, 2025, restricted cash of $ 2,670 and $ 3,877 was included in Restricted cash and other non-current assets on the Condensed Consolidated Balance Sheet, respectively.

Supplemental disclosure of cash and non-cash activities:

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

Cash paid for interest $ 5,000 $ 2,128

Cash paid in connection with operating lease liabilities $ 2,004 $ 5,406

Remeasurement of operating lease liabilities and right-of-use assets due to lease modification $ 793 $ 766

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

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

Non-cash termination of right-of-use asset $ 4,849 $ —

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

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The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with the Bristol-Myers Squibb Company (“BMS”), through its wholly owned subsidiary Juno Therapeutics, Inc.

(“Juno Therapeutics”), 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 a purchase and sale agreement with DRI Healthcare Acquisitions LP (“DRI”), and payments received under the Company’s license agreement with Vertex Pharmaceuticals, Inc (“Vertex”, and such agreement, the “Vertex License Agreement”).

(“Juno Therapeutics”), 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 a purchase and sale agreement with DRI Healthcare Acquisitions LP (“DRI,” and such agreement, the “DRI Agreement”), and payments received under 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.

As of September 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 September 30, 2025, the Company had cash, cash equivalents and marketable securities of $ 165.6 million.

As of March 31, 2026, the Company has raised an aggregate of $ 1.1 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 DRI Agreement, under the Vertex License Agreement, under the 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, 2026, the Company had cash and cash equivalents of $ 123.6 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.

1 unchanged sentence

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 September 30, 2025, the Company has sold 9,925,250 shares of common stock under the ATM Facility for gross proceeds of $ 26.4 million and has $ 123.6 million of shares of common stock remaining available for issuance and sale under the ATM Facility.

As of March 31, 2026, the Company has sold 14,327,365 shares of common stock under the ATM Facility for gross proceeds of $ 43.9 million and has $ 106.1 million of shares of common stock remaining available for issuance and sale under the ATM Facility.

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

As of November 10, 2025, the issuance date of the condensed consolidated financial statements, the Company expects that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the third quarter of 2027.

The Company had an accumulated deficit of $ 1.6 billion at September 30, 2025, and will require substantial additional capital to fund its operations.

As of May 5, 2026, the issuance date of the condensed consolidated financial statements, the Company expects that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months.

The Company had an accumulated deficit of $ 1.7 billion at March 31, 2026, 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.

There can be no assurance that the Company will be able to obtain additional debt or equity financings 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.

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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.

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 statement of the results for the reported interim periods.

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

The three months ended September 30, 2025 and 2024 are referred to as the third quarter of 2025 and 2024, respectively.

The three months ended March 31, 2026 and 2025 are referred to as the first quarter of 2026 and 2025, 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 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.

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

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.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07 Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

The amendments provide for a new scope exception to the derivatives guidance for underlyings based on the operations or activities specific to one of the parties to the contract, and also clarifies that share-based noncash consideration received from a customer as consideration for the transfer of goods or services in a revenue contract is subject to the revenue guidance and not the financial instruments guidance unless and until the company’s right to receive or retain the share-based noncash consideration is unconditional as defined in the ASU.

The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

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

The Company adopted the standard prospectively in the first quarter of 2026 and did not have a material impact on its condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

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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 consisted of the following at September 30, 2025 (in thousands):

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

Cash Equivalents

Cash equivalents consisted of the following at March 31, 2026 (in thousands):

Cost Allowance

2 unchanged sentences

Total $ 123,648 $ — $ — $ — $ 123,648

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

Cash equivalents consisted of the following at December 31, 2025 (in thousands):

Cost Allowance

Cash equivalents and marketable securities:

Cash equivalents:

Money market funds 146,645 — — — 146,645

Corporate notes/bonds 6,522 — — ( 21 ) 6,501

Treasuries 131,582 — 289 — 131,871

Total $ 146,645 $ — $ — $ — $ 146,645

There were no realized gains or losses on available-for-sale securities during the nine months ended September 30, 2025 or 2024.

There were no realized gains or losses on available-for-sale securities during the three months ended March 31, 2026 or 2025.

Fair Value Measurements

Assets measured at fair value on a recurring basis as of September 30, 2025 were as follows (in thousands):

September 30,

Assets measured at fair value on a recurring basis as of March 31, 2026 were as follows (in thousands):

2026 Quoted Prices

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Money market funds $ 146,645 $ 146,645 $ — $ —

Marketable securities:

Corporate notes/bonds 6,501 — 6,501 —

Treasuries 131,871 131,871 — —

Restricted cash and other non-current assets:

1 unchanged sentence

Total financial assets $ 149,315 $ 149,315 $ — $ —

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 September 30, 2025 and December 31, 2024, which represents a level 3 fair value measurement.

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 March 31, 2026 and December 31, 2025, which represents a level 3 fair value measurement.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

September 30,

2026 December 31,

5 unchanged sentences

Employee termination benefits 594 1,555

Contract termination costs 29,082 1,757

Restructuring contract costs 6,094 7,769

Other expenses 460 556

2 unchanged sentences

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

September 30,

2026 December 31,

Laboratory and manufacturing equipment $ 21,418 $ 29,128

Laboratory equipment $ 19,094 $ 21,558

Leasehold improvements 8,403 8,403

Computer equipment 1,161 1,399

Construction-in-progress 79 827

Furniture and office equipment 191 191

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

The Company is not currently subject to any material contingencies that require disclosure.

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 $ 3.2 million and $ 7.4 million in expenses during the three and nine months ended September 30, 2025.

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.

(“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 (“the Cas9-I License Agreement”), 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.

The Company incurred an aggregate of $ 2.3 million and $ 1.9 million in expense during the three months ended March 31, 2026, and March 31, 2025, respectively, for such reimbursement.

Lease Termination

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

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

Collaboration Revenue

As of September 30, 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 nine months ended September 30, 2025 (in thousands):

Balance at December 31, 2024 Additions Deductions Balance at September 30, 2025

As of March 31, 2026, 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, 2026 (in thousands):

Balance at December 31, 2025 Additions Deductions Balance at March 31, 2026

Accounts receivable $ 15,176 $ 3,007 $ ( 15,591 ) $ 2,592

1 unchanged sentence

Deferred revenue $ 44,509 $ — $ — $ 44,509

During the three and nine months ended September 30, 2025 and 2024, the Company recognized the following collaboration revenue (in thousands):

September 30,

2025 September 30,

Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended

Amounts included in deferred revenue at the beginning of the period $ — $ 6,221 $ — $ —

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.

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 BMS, through its wholly owned subsidiary Juno Therapeutics, to extend the collaboration to November 2026, with options to extend the collaboration for up to an additional two years , and to provide BMS the ability to select up to three new gene targets for research.

As of March 31, 2026, one extension option has expired, and BMS retains the right to extend the collaboration for one additional year.

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 September 30, 2025, the Company recognized $ 7.5 million of revenue related to a milestone achieved in the third quarter of 2025 from its collaboration with BMS, none of which was previously deferred.

The Company did not recognize any revenue related to its collaboration with BMS during the three months ended September 30, 2024.

As of September 30, 2025, there was no short-term deferred revenue and $ 50.2 million of long-term deferred revenue in the accompanying consolidated balance sheets.

The Company did not recognize any revenue related to its collaboration with BMS during the three months ended March 31, 2026 and 2025.

As of both March 31, 2026 and December 31, 2025, there was no short-term deferred revenue and $ 40.5 million of long-term deferred revenue in the accompanying condensed consolidated balance sheets.

The Company concluded that the 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 represent the remaining performance obligations under the arrangement.

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

Stock-based Compensation

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Research and development $ 544 $ 907

1 unchanged sentence

Total stock-based compensation expense $ 2,102 $ 2,979

Restricted Stock Unit Awards

The following is a summary of restricted stock unit awards activity for the nine months ended September 30, 2025:

Restricted Stock Units

The following is a summary of restricted stock units activity for the three months ended March 31, 2026:

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

Unvested restricted stock units as of December 31, 2025 595,730 $ 9.11

Vested ( 34,038 ) $ 10.29

Forfeited ( 68,003 ) $ 8.51

Unvested restricted stock unit awards as of September 30, 2025 652,267 $ 9.12

There were no restricted stock units that contained performance-based vesting provisions granted in the nine months ended September 30, 2025.

There was no expense related to the vesting of performance-based restricted stock units for the three and nine months ended September 30, 2025.

There was no expense related to the vesting of performance-based restricted stock units for the three months ended September 30, 2024.

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

As of September 30, 2025, total unrecognized compensation expense related to unvested restricted stock unit awards was $ 3.2 million, which the Company expects to recognize over a remaining weighted-average period of 1.65 years.

Unvested restricted stock units as of March 31, 2026 493,689 $ 9.19

There were no restricted stock units that contained performance-based vesting provisions granted in the three months ended March 31, 2026.

There was no expense related to the vesting of performance-based restricted stock units for the three months ended March 31, 2026 and 2025.

As of March 31, 2026, total unrecognized compensation expense related to unvested restricted stock units was $ 2.1 million, which the Company expects to recognize over a remaining weighted-average period of 1.34 years.

Stock Options

The following is a summary of stock option activity for the nine months ended September 30, 2025:

The following is a summary of stock option activity for the three months ended March 31, 2026:

Shares Weighted Average

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Exercised — $ —

Cancelled ( 4,395,961 ) $ 9.91

Outstanding at September 30, 2025 8,980,711 $ 8.81 7.44 $ 7,553

Exercisable at September 30, 2025 3,941,705 $ 15.73 5.41 $ 818

As of September 30, 2025, total unrecognized compensation expense related to stock options was $ 11.3 million, which the Company expects to recognize over a remaining weighted-average period of 2.5 years.

Expired ( 75,582 ) $ 12.42

Forfeited ( 127,994 ) $ 2.79

Outstanding at March 31, 2026 12,624,535 $ 6.35 8.06 $ 3,164

Vested and expected to vest at March 31, 2026 12,624,535 $ 6.35 8.06 $ 3,164

Exercisable at March 31, 2026 4,096,257 $ 13.87 5.96 $ 630

As of March 31, 2026, total unrecognized compensation expense related to stock options was $ 15.8 million, which the Company expects to recognize over a remaining weighted-average period of 3.00 years.

Net Loss per Share

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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.

diluted net loss per share allocable to common stockholders because their inclusion would have been anti-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:

September 30,

Unvested restricted stock unit awards 493,689 1,499,103

2 unchanged sentences

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.

On October 3, 2024, the Company entered into the DRI Agreement 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 DRI Agreement, DRI is purchasing up to 100% of certain future fixed and sales-based annual license fees that the Company is entitled to receive under the Vertex License Agreement, which fees range from $ 5.0 million to $ 40.0 million per year, including increases based on sales.

In addition, DRI is purchasing a mid-double-digit percentage of a $ 50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement.

All amounts above will be adjusted to exclude payments that the Company owes to Broad and Harvard under the Cas9-I License Agreement, as defined in Note 7, Commitments and Contingencies.

The Company has retained rights to certain portions of certain 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.

1 unchanged sentence

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 September 30, 2025, the estimated effective interest rate under the agreement was 15.0 %.

As of March 31, 2026, the estimated effective interest rate under the agreement was 7.7 %.

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 September 30, 2025 (in thousands):

September 30, 2025

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, 2026 (in thousands):

March 31, 2026

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

2 unchanged sentences

Amortization of issuance costs 63

Deferred royalty obligation related to the sale of future revenues, net as of September 30, 2025

Deferred royalty obligation related to the sale of future revenues, net as of March 31, 2026

Restructuring and Impairment Charges

2 unchanged sentences

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

The Company incurred the following restructuring and impairment charges in connection with the Discontinuation and Reduction for the three and nine months ended September 30, 2025, which are recorded in the consolidated statements of operations (in thousands):

The Company incurred the following restructuring and impairment charges in connection with the Discontinuation and Reduction for the three months ended March 31, 2026 and 2025, which are recorded in the condensed consolidated statements of operations (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

March 31, Three Months Ended

Employee termination benefits $ — $ 3,509

3 unchanged sentences

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.

The actions associated with the Discontinuation and Reduction commenced in December 2024 and were substantially completed by December 31, 2025.

Employee Termination Benefits

1 unchanged sentence

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 were completed by September 30, 2025.

The following table shows the liability related to employee termination benefits as of September 30, 2025 (in thousands):

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

The service periods began in December 2024 and were completed in 2025.

The following table shows the liability related to employee termination benefits as of March 31, 2026 (in thousands):

Employee Termination Benefits

2 unchanged sentences

Amounts paid or otherwise settled during the period ( 961 )

Accrued employee termination benefits as of September 30, 2025

In total, the Company expects that it will incur approximately $ 15.0 million of employee termination benefit expense to implement the Reduction.

Accrued employee termination benefits as of March 31, 2026

Costs for Ongoing Contracts and Terminated Contracts

1 unchanged sentence

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 September 30, 2025 (in thousands):

The following table shows the liability related to costs for ongoing contracts and contract termination costs as of March 31, 2026 (in thousands):

Contract Costs

2 unchanged sentences

Amounts paid or otherwise settled during the period ( 1,466 )

Accrued contract costs as of September 30, 2025

At September 30, 2025, $ 4.2 million of accrued contract costs was included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

Accrued contract costs as of March 31, 2026

At March 31, 2026, $ 2.6 million of accrued contract costs was included in Other non-current liabilities on the condensed 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.

2 unchanged sentences

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 Company recorded a $ 3.8 million impairment charge during the year ended December 31, 2025 related to the sale of the specified assets.

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):

Three Months Ended

September 30, Nine Months Ended

September 30,

Accelerated depreciation related to leasehold improvements and software $ — $ 1,790

Charges related to termination of lease — 4,758

Total $ — $ 6,548

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 $ 1.8 million and $ 4.8 million of accelerated depreciation related to leasehold improvements and software, and charges related to termination of lease, respectively, as of December 31, 2025.

The Company recognized no impairment and accelerated depreciation charges during the three months ended March 31, 2026.

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 Company’s CODM is its Chief Executive Officer (“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.

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 measure of segment assets is reported on the condensed 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Collaboration and other research and development revenues $ 2,831 $ 4,658

7 unchanged sentences

Other expenses 3

1,662 3,511 9,447 10,177

General and administrative 2

4 unchanged sentences

Facility and other expenses 4

1,050 2,020 5,813 7,714

Total operating expenses 32,091 65,727 168,034 206,269

Operating loss ( 24,548 ) ( 65,666 ) ( 152,255 ) ( 204,559 )

Other (expense) income, net:

Interest expense related to sale of future revenues ( 1,072 ) ( 2,216 )

1 unchanged sentence

Other expense, net ( 113 ) ( 425 )

Total other (expense) income, net ( 569 ) 3,525 ( 2,185 ) 12,861

Net loss $ ( 24,982 ) $ ( 76,088 )

1 The nine months ended September 30, 2025 include $ 64,075 of restructuring and impairment charges.

The three months ended September 30, 2025 and the three and nine months ended September 30, 2024 include no restructuring and impairment charges, respectively.

1 For the three months ended March 31, 2026, research and development includes no restructuring and impairment charges.

For the three months ended March 31, 2025, research and development includes $ 39,243 of restructuring and impairment charges.

2 For the three months ended March 31, 2026, general and administrative includes no restructuring and impairment charges.

For the three months ended March 31, 2025, general and administrative includes $ 1,610 of restructuring and impairment charges.

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

3 The nine months ended September 30, 2025 include $ 2,860 of restructuring and impairment charges.

The three months ended September 30, 2025 and the three and nine months ended September 30, 2024 include no restructuring and impairment charges, respectively.

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

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