What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-05 · 202 added, 82 removed, 343 unchanged (45% of the section changed)

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Cash and cash equivalents $ 181,815 $ 146,645

Marketable securities 29,830 —

Accounts receivable 2,725 15,176

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

Deferred revenue, current 32,315 —

Operating lease liabilities, current 6,513 6,031

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Total liabilities 132,083 159,246

Commitments and contingencies (Note 7)

Stockholders’ equity

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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

153,530,898 and 97,866,996 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,776,987 1,655,781

Accumulated other comprehensive income — —

Accumulated other comprehensive income (loss) ( 6 ) —

Accumulated deficit ( 1,671,715 ) ( 1,628,503 )

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Collaboration and other research and development revenues $ 11,890 $ 3,578 $ 14,721 $ 8,236

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Operating loss ( 18,554 ) ( 51,544 ) ( 43,557 ) ( 127,707 )

Other income, net:

Other income (expense), net:

Interest expense related to sale of future revenues ( 1,061 ) ( 2,020 ) ( 2,133 ) ( 4,236 )

Interest income, net 1,368 2,087 2,574 4,803

Other expense, net ( 113 ) ( 425 )

Total other income, net 21 75

Other income (expense), net 17 ( 1,758 ) ( 96 ) ( 2,183 )

Total other income (expense), net 324 ( 1,691 ) 345 ( 1,616 )

Net loss $ ( 18,230 ) $ ( 53,235 ) $ ( 43,212 ) $ ( 129,323 )

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net loss $ ( 18,230 ) $ ( 53,235 ) $ ( 43,212 ) $ ( 129,323 )

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

Issuance of common stock and warrants to purchase future common stock from financing 55,555,556 5 116,875 — — 116,880

Exercise of stock options 20,040 — 36 — — 36

Stock-based compensation expense — — 2,193 — — 2,193

Vesting of restricted common stock awards 54,268 — — — — —

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

Net loss — — — — ( 18,230 ) ( 18,230 )

Balance at June 30, 2026 153,530,898 $ 15 $ 1,776,987 $ ( 6 ) $ ( 1,671,715 ) $ 105,281

Common Stock Additional

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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, 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

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

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(amounts in thousands)

Three Months Ended

Six Months Ended

Cash flow from operating activities

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Depreciation 899 3,751

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

Other non-cash items 111 492

Impairment of held for sale assets — 3,724

Loss on disposal of fixed assets 111 2,193

Net accretion of discounts on marketable securities ( 142 ) ( 840 )

Interest related to sale of future revenues 2,133 4,236

Impairment of held for sale assets — 3,724

Other non-cash items ( 17 ) ( 390 )

Changes in operating assets and liabilities:

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Proceeds from the sale of equipment 156 151

Purchases of marketable securities ( 29,694 ) —

Proceeds from maturities of marketable securities — 99,000

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Cash flow from financing activities

Proceeds from offering of common stock, net of issuance costs 117,499 —

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

Proceeds from issuance of common stock from at-the-market equity offering — 8,619

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

Proceeds from exercise of stock options 36 —

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

Net cash provided by financing activities 117,535 5,975

Net increase (decrease) in cash, cash equivalents, and restricted cash 35,170 7,001

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Cash, cash equivalents, and restricted cash, end of period $ 184,485 $ 142,419

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.

1 As of June 30, 2026 and June 30, 2025, restricted cash of $ 2,670 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:

Offering expenses included in accounts payable and accrued expenses 619 —

Cash paid for interest 5,000 2,128

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

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 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”).

(“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 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.

As of June 30, 2026, the Company has raised an aggregate of $ 1.2 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.

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

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

As of March 31, 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.

As of June 30, 2026, the Company had cash, cash equivalents, and marketable securities of $ 211.6 million.

In May 2026, the Company completed a public offering (the “Offering”) in which it sold 55,555,556 shares of its common stock and accompanying common stock warrants to purchase up to 55,555,556 shares of its common stock (or pre-funded warrants to purchase shares of its common stock in lieu thereof).

The Company received net proceeds of approximately $ 116.9 million after deducting underwriting discounts and commissions and other costs, and excluding any proceeds that may be received from the exercise of the common stock warrants.

If all of the common stock warrants sold in the Offering were to be exercised in cash for shares of the Company’s common stock, the Company would receive additional proceeds of approximately $ 192.5 million.

In May 2021, the Company entered into a common stock sales agreement (the “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 Sales Agreement in February 2024 in connection with filing a new registration statement.

In March 2025, the Company further amended the Sales Agreement 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”).

In May 2026, the Company notified TD Cowen that it was suspending and terminating the prospectus supplement, dated March 21, 2025, related to the Sales Agreement.

The Company will not make any sales of its common stock pursuant to the Sales Agreement unless and until a new prospectus or prospectus supplement is filed and, if applicable, a new registration statement covering such shares of common stock is declared effective by the Securities and Exchange Commission (“SEC”).

The Sales Agreement remains in full force and effect.

As of June 30, 2026, the Company had 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 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.

As of August 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 June 30, 2026, and will require substantial additional capital to fund its operations.

The Company has never generated any product revenue.

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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”).

The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of 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.

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

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

The three months ended June 30, 2026 and 2025 are referred to as the second 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.

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The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Annual Report.

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

There have been no material changes to the significant accounting policies previously disclosed in the Annual Report, except for the following:

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own common stock and whether warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding.

When warrants are issued together with other securities in a single transaction, the Company allocates the gross proceeds among the freestanding instruments based on their relative fair values.

The Company estimates the fair value of warrants using option pricing models, which require the use of significant unobservable inputs.

Such measurements are classified within Level 3 of the fair value hierarchy.

Issuance costs are allocated to the warrants on the same relative-fair-value basis.

Costs allocated to equity-classified warrants reduce additional paid-in capital, and costs allocated to liability-classified warrants are expensed as incurred.

For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

Warrants classified in equity are not remeasured after issuance

provided they continue to qualify for equity classification.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of warrants classified as liabilities are recognized as a non-cash gain or loss on the statements of operations.

Recently Adopted Accounting Pronouncements

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

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

Recently Issued Accounting Pronouncements

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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):

Cash Equivalents and Marketable Securities

Cash equivalents and marketable securities consisted of the following at June 30, 2026 (in thousands):

Cost Allowance

Cash equivalents:

Cash equivalents and marketable securities:

Money market funds $ 171,834 — — — 171,834

Treasuries 39,817 — — ( 6 ) 39,811

Total $ 211,651 $ — $ — $ ( 6 ) $ 211,645

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Total $ 146,645 $ — $ — $ — $ 146,645

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

There were no realized gains or losses on available-for-sale securities during the three months ended June 30, 2026 or 2025.

Fair Value Measurements

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

Assets measured at fair value on a recurring basis as of June 30, 2026 were as follows (in thousands):

2026 Quoted Prices

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Money market funds $ 171,834 $ 171,834 $ — $ —

Treasuries 9,981 9,981 — —

Marketable securities:

Treasuries 29,830 29,830 — —

Restricted cash and other non-current assets:

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

The fair value of the Company’s liability for sale of future revenues, as described in Note 12, “Debt”, approximates the amount recorded on the Company’s balance sheet as of June 30, 2026 and December 31, 2025, which represents a Level 3 fair value measurement.

Accrued Expenses

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(“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.

The Company incurred an aggregate of $ 3.4 million and $ 5.7 million in expenses during the three and six months ended June 30, 2026, respectively.

The Company incurred an aggregate of $ 2.3 million and $ 4.2 million in expense during the three and six months ended June 30, 2025, respectively, for such reimbursement.

Lease Termination

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Collaboration Agreements

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

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

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 upfront payments, payments for research and development services, option payments, milestone payments and royalty payments to or from the Company.

The terms and conditions as

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

Collaboration Revenue

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

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

Balance at December 31, 2025 Additions Deductions Balance at June 30, 2026

Accounts receivable $ 15,176 $ 6,744 $ ( 19,195 ) $ 2,725

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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.

As of June 30, 2026, the options to extend the collaboration have expired.

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.

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.

As of June 30, 2026, there was $ 32.3 million of short-term deferred revenue and no long-term deferred revenue in the accompanying condensed consolidated balance sheets.

As of December 31, 2025, there was $ 44.5 million of long-term deferred revenue in the accompanying condensed consolidated balance sheets.

The Company recognized $ 8.2 million of revenue related to the expiration of certain material rights to opt-in to additional research programs under its collaboration with BMS during the three and six months ended June 30, 2026.

This amount was included in deferred revenue at the beginning of the period.

During the three and six months ended June 30, 2025, the Company did not recognize any revenue related to its collaboration with BMS.

In addition to the collaboration agreements discussed above, the Company has various other collaboration agreements that are not individually significant to its operating results or financial condition at this time.

Pursuant to the terms of those agreements, the Company may be required to pay, or it may receive, additional payments contingent upon the occurrence of future events (e.g., upon the achievement of various development and commercial milestones), which in the aggregate could be significant.

The Company may also incur, or be reimbursed for, significant research and development costs pursuant to these collaboration agreements.

In addition, if any future products related to these collaborations are approved for sale, the Company may be required to pay, or it may receive, royalties on future sales of those products.

The payment or receipt of these amounts, however, is contingent upon the occurrence of future events.

Due to the uncertainty of clinical development and the high historical failure rates generally associated with drug development and commercialization, it is possible the Company may not receive any such payments under any or all of its existing collaboration and license agreements, including the agreements described within this note.

Underwritten Offering

On May 26, 2026, the Company completed the Offering of 55,555,556 shares (the “Underwritten Shares”) of the Company’s common stock, $ 0.0001 par value per share, and accompanying common stock warrants to purchase up to 55,555,556 shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof).

Each Underwritten Share was offered and sold together with an accompanying common stock warrant at a combined public offering price of $ 2.25 .

The underwriters agreed to purchase each Underwritten Share and accompanying common stock warrant from the Company pursuant to the Underwriting Agreement at a combined price of $ 2.115 .

The Offering closed on May 27, 2026.

Each common stock warrant has an exercise price per share of $ 3.50 (or $ 3.4999 if the common stock warrant is being exercised for pre-funded warrants) and the common stock warrants are immediately exercisable from the date of issuance until the earlier of (i) the date that is 30 days following the first public announcement by the Company of

Phase 1 clinical data for EDIT-401 that discloses at least three patients in the trial that each demonstrated greater than 80 % reduction in LDL-C as compared to baseline with at least one month of follow-up and (ii) May 27, 2029, the third anniversary of the date of issuance.

Gross proceeds from the Offering were $ 125.0 million.

Net proceeds were $ 116.9 million after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company.

The Company intends to use the net proceeds for the progression of EDIT-401, including clinical development and manufacturing, and for working capital and other general corporate purposes.

Common Stock Warrants

Under the terms of the common stock warrants issued in the Offering, the warrant is settled, at the holder's election, in shares of common stock or in a pre-funded warrant to purchase an identical number of shares of common stock as it would have received if it had exercised the warrant for shares of common stock.

If the warrant is exercised for a pre-funded warrant, the applicable exercise price for the common stock warrant would be the exercise price of $ 3.4999 rather than $ 3.50 .

The resulting issued pre-funded warrant shall have an exercise price of $ 0.0001 per share.

In addition, if the common stock warrants are exercised for shares, the Company will settle the exercises by delivering registered shares or, if a registration statement covering the underlying shares is unavailable, legended or restricted shares.

The common stock warrants may not be settled in cash other than a cash payment in lieu of fractional shares and a customary buy-in remedy for a failure to timely deliver shares.

The warrants are subject to customary anti-dilution adjustments for stock dividends and splits, pro rata distributions, and purchase rights, and to adjustment upon specified fundamental transactions.

They contain no down-round or other price-based anti-dilution feature.

No common stock warrants have been exercised as of July 31, 2026.

The Company determined that the common stock warrants are freestanding financial instruments that are legally detachable and separately exercisable from the common stock.

The Company evaluated the common stock warrants under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and concluded that they are not within the scope of ASC 480.

The warrants do not embody an unconditional obligation to redeem by transferring assets, an obligation to repurchase the Company's shares by transferring assets, or an obligation to issue a variable number of shares with a monetary value based predominantly on a fixed amount, on variations in something other than the fair value of the Company's shares, or on variations inversely related to the Company's share price.

The Company then evaluated the common stock warrants under ASC 815-40, Derivatives and Hedging — Contracts in Entity's Own Equity (“ASC 815-40”).

The warrants are indexed to the Company's own stock.

Under the two-step framework in ASC 815-40-15, neither the exercise contingencies nor the settlement provisions preclude indexation, and the warrants provide for settlement of a fixed number of shares at a fixed exercise price.

The warrants also meet the conditions for equity classification in ASC 815-40-25, including that settlement is in the Company's shares, the Company has a sufficient number of authorized and unissued shares to settle the warrants, and the Company controls settlement.

Accordingly, the common stock warrants were classified as a component of permanent stockholders' equity within additional paid-in capital.

The common stock warrants outstanding at June 30, 2026 are summarized in the table below:

Common Stock Warrants

Outstanding at December 31, 2025 —

Issued 55,555,556

Outstanding at June 30, 2026 55,555,556

Common Stock Warrants Valuation and Allocation of Proceeds

The fair value of the common stock warrants was measured at issuance for the purpose of allocating the proceeds of the Offering and is a Level 3 measurement within the fair value hierarchy under ASC 820, Fair Value Measurement .

The Company estimated the fair value of each warrant at $ 1.33 using a probability-weighted Black-Scholes option pricing model that reflected two scenarios:

(i) a shorter-term scenario running to the expected date of the EDIT-401 Phase 1 data announcement and (ii) a scenario running to the three-year contractual term.

The inputs to the option pricing model were the underlying common stock price of $ 3.08 , the exercise price of $ 3.50 , expected volatility of approximately 94.5 % to 94.8 % based on the Company's historical equity volatility, an expected term reflecting the probability-weighted scenarios,

a risk-free interest rate derived from the U.S.

Treasury yield curve, and an expected dividend yield of 0 %.

The measurement is classified as Level 3 because of the significant unobservable inputs, principally the expected term, which depends on the estimated probability and timing of the EDIT-401 Phase 1 data announcement, and the expected volatility.

The Company allocated the proceeds between the common stock and the accompanying common stock warrants based on their relative fair values at the pricing date.

The fair value of the common stock was its closing price of $ 3.08 per share, and the fair value of each accompanying common stock warrant was $ 1.33 .

The amounts allocated to the common stock and to the warrants are recorded within additional paid-in capital.

The Company allocated $ 87.3 million to the common stock and $ 37.7 million to the warrants before issuance costs.

Issuance costs of $ 8.1 million were allocated between the common stock and the warrants on the same basis and recorded as a reduction of additional paid-in capital, with no amount expensed because both instruments are classified in equity.

The net amount recognized in additional paid-in capital equals $ 116.9 million of net proceeds, less the par value of the common stock shares issued.

Stock-based Compensation

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Research and development $ 644 $ 863 $ 1,187 $ 1,770

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Restricted Stock Units

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

The following is a summary of restricted stock units activity for the six months ended June 30, 2026:

Shares Weighted Average Grant Date Fair Value Per Share

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Forfeited ( 78,990 ) $ 8.42

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.

Unvested restricted stock units as of June 30, 2026 428,434 $ 9.11

There were no restricted stock units that contained performance-based vesting provisions granted in the six months ended June 30, 2026 and 2025.

There was no expense related to the vesting of performance-based restricted stock units for the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, total unrecognized compensation expense related to unvested restricted stock units was $ 1.7 million, which the Company expects to recognize over a remaining weighted-average period of 1.1 years.

Stock Options

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

The following is a summary of stock option activity for the six months ended June 30, 2026:

Shares Weighted Average

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Forfeited ( 446,567 ) $ 2.66

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.

Outstanding at June 30, 2026 12,287,025 $ 5.94 8.27 $ 9,322

Vested and expected to vest at June 30, 2026 12,287,025 $ 5.94 8.27 $ 9,322

Exercisable at June 30, 2026 4,510,084 $ 11.62 6.67 $ 1,926

As of June 30, 2026, total unrecognized compensation expense related to stock options was $ 14.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.8 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.

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.

For purposes of the diluted net loss per share calculation, unvested restricted stock unit awards, outstanding stock options, and outstanding common stock warrants 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.

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Outstanding stock options 12,287,025 10,445,817

Outstanding common stock warrants 55,555,556 —

Total 68,271,015 11,369,356

Liability for the Sale of Future Revenues

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.

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 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.

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.

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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.

In accordance with ASC Topic 470, Borrower’s Accounting for Debt Modification , the Company has accounted for the transaction as debt.

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

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

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

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

As of June 30, 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 March 31, 2026 (in thousands):

March 31, 2026

The following table presents the changes in the liability related to the sale of future revenues under the DRI Agreement as of June 30, 2026 (in thousands):

June 30, 2026

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

Payments for sale of future revenues ( 5,000 )

Repayments on sale of future revenues —

Payments for accrued interest on sale of future revenues ( 5,000 )

Non-cash interest expense associated with sale of future revenues 2,008

Amortization of issuance costs 125

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

Deferred royalty obligation related to the sale of future revenues, net as of June 30, 2026

Restructuring and Impairment Charges

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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 months ended March 31, 2026 and 2025, which are recorded in the condensed 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 and six months ended June 30, 2026 and 2025, which are recorded in the condensed consolidated statements of operations (in thousands):

Three Months Ended

March 31, Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Employee termination benefits $ — $ 813 $ — $ 4,322

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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):

The following table shows the liability related to employee termination benefits as of June 30, 2026 (in thousands):

Employee Termination Benefits

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Amounts paid or otherwise settled during the period ( 1,530 )

Accrued employee termination benefits as of March 31, 2026

Accrued employee termination benefits as of June 30, 2026

Costs for Ongoing Contracts and Terminated Contracts

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

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

The following table shows the liability related to costs for ongoing contracts and contract termination costs as of June 30, 2026 (in thousands):

Contract Costs

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Amounts paid or otherwise settled during the period ( 973 )

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.

Accrued contract costs as of June 30, 2026

At June 30, 2026, $ 2.3 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.

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

Changes in these estimates will be made in the period the information is knowable and could be material.

During the three months ended June 30, 2026, the Company revised its estimate of the costs for ongoing contracts and terminated contracts based on the negotiation and finalization of contract terminations with its vendors.

As a result, the Company recorded a decrease of $ 1.3 million in the related restructuring liability and a corresponding benefit within restructuring and impairment charges for the three and six months ended June 30, 2026.

Impairment and Accelerated Depreciation Charges

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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 $ 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.

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.

The Company recorded $ 1.8 million of accelerated depreciation related to leasehold improvements and software and $ 4.8 million of charges related to the termination of leases as of December 31, 2025.

The Company recognized no impairment and accelerated depreciation charges during the three and six months ended June 30, 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 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.

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 gene editing technology.

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.

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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):

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Collaboration and other research and development revenues $ 11,890 $ 3,578 $ 14,721 $ 8,236

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Other expenses 3

2,516 1,787 5,013 7,785

General and administrative 2

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Facility and other expenses 4

1,687 1,941 3,261 4,762

Total operating expenses 30,444 55,122 58,278 135,943

Interest expense related to sale of future revenues ( 1,061 ) ( 2,020 ) ( 2,133 ) ( 4,236 )

Interest income, net 1,368 2,087 2,574 4,803

Other expense, net ( 113 ) ( 425 )

Other income (expense), net 17 ( 1,758 ) ( 96 ) ( 2,183 )

Total other income (expense), net 324 ( 1,691 ) 345 ( 1,616 )

Net loss $ ( 18,230 ) $ ( 53,235 ) $ ( 43,212 ) $ ( 129,323 )

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.

1 For the three and six months ended June 30, 2026, research and development includes $ 1.3 million of benefit within restructuring and impairment charges.

For the three and six months ended June 30, 2025, research and development includes $ 24.8 million and $ 64.1 million of restructuring and impairment charges, respectively.

2 For the three and six months ended June 30, 2026, general and administrative includes no restructuring and impairment charges.

For the three and six months ended June 30, 2025, general and administrative includes $ 1.3 million and $ 2.9 million of restructuring and impairment charges, respectively.

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

1 unchanged sentence

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