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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-05 · 186 added, 97 removed, 233 unchanged (55% of the section changed)

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All statements addressing our future operating performance and development timelines that we expect or anticipate will occur in the future, as well as expectations for cash runway, are forward-looking statements.

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements, including uncertainties inherent in the initiation and completion of pre-clinical studies and clinical development of our product candidates;

availability and timing of results from pre-clinical studies;

expectations for regulatory approvals to commence and conduct trials or to market products and availability of funding sufficient for our foreseeable and unforeseeable operating expenses and capital expenditure requirements.

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements, including uncertainties inherent in the initiation and completion of preclinical studies and clinical development of our product candidates;

availability and timing of results from preclinical studies;

expectations for regulatory approvals to commence and conduct trials or to market products;

and availability of cash resources sufficient to fund our foreseeable and unforeseeable operating expenses and capital expenditure requirements for the periods anticipated.

These and other risks are described in greater detail in the Annual Report under the captions “Risk Factor Summary” and Part I, “Item 1A.

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EDIT-401 is designed to treat elevated levels of LDL-C, or hyperlipidemia, by directly editing the noncoding region of the LDLR gene to increase LDLR protein expression and reduce LDL-C levels.

This targeted approach has demonstrated a greater than 90% mean reduction of LDL-C in non-human primates (“NHPs”) in our preclinical studies with favorable tolerability data, and supports the potential of EDIT-401 to deliver meaningful clinical outcomes for patients underserved by current lipid-lowering therapies.

We continue to advance our preclinical studies for EDIT-401, including the Good Laboratory Practice (GLP) toxicology study in NHPs to support advancement into a first-in-human clinical trial.

We are preparing to initiate a first-in-human clinical trial of EDIT-401 in patients with heterozygous familial hypercholesterolemia later this year, and expect to have early human proof-of-concept data for EDIT-401 by the end of 2026.

We plan to complete enrolling the dose-finding portion of the first-in-human clinical trial of EDIT-401 with topline data results available in 2027.

We expect to present new EDIT-401 preclinical data at upcoming

scientific meetings, including data showing significant reductions in NHPs in lipoprotein(a) and apolipoprotein B, both independent risk factors for atherosclerotic cardiovascular disease.

In preclinical studies, a single dose of EDIT-401 achieved approximately 90% or greater mean reductions in LDL-C, lipoprotein(a) (Lp(a)), an independent risk factor for atherosclerotic cardiovascular disease (“ASCVD”), and apolipoprotein B (ApoB), a key measure of total plaque-causing cholesterol particles and predictive measure for ASCVD, with rapid and dose-dependent effect, in non-human primates (“NHPs”).

LDL-C mean reduction of 90% or greater with a single dose of EDIT-401 in NHPs was durable through approximately six months.

In addition, in our preclinical studies, including an ongoing Good Laboratory Practice (GLP) toxicology study in NHPs, a single dose of EDIT-401 of 1.5 mg/kg had no

adverse clinical observations, no notable treatment-related liver enzyme elevations, and no liver histopathology findings in non-GLP toxicology.

We continue to progress towards initiating a Phase 1/2 clinical trial of EDIT-401 in patients with Heterozygous Familial Hypercholesterolemia (“HeFH”).

We have made a submission to the Human Research Ethics Committee in Australia for the trial and are on track to submit a Clinical Trial Notification in August 2026.

The Phase 1/2 clinical trial will evaluate the safety, tolerability, and efficacy of a single dose of EDIT-401.

The trial is designed in two parts.

Part 1 is expected to be a single ascending dose, dose-finding study.

Eligible patients will have a clinical diagnosis of HeFH with an elevated LDL-C despite treatment with two or more lipid lowering therapies.

We plan to complete enrollment of Part 1 and have topline data results available in 2027.

We expect that Part 2 of the trial will be a single-dose randomized, placebo-controlled expansion study, and that if the data from the Phase 1/2 trial warrant advancing EDIT-401, we would advance EDIT-401 into a single, pivotal randomized, placebo-controlled Phase 3 clinical trial in patients with HeFH, with or without existing ASCVD or coronary artery disease.

These clinical trial plans are subject to further discussion and alignment with regulatory authorities.

We have selected four clinical trial sites across Australia and New Zealand.

We expect to report a data update in the first quarter of 2027 and share data from at least three patients in the EDIT-401 Phase 1/2 trial by the end of the third quarter of 2027.

We have also received pre-IND feedback from the U.S.

Food and Drug Administration on our nonclinical package, CMC plans, and study design to support an Investigational New Drug Application (“IND”) for EDIT-401, which we believe provides optionality for submitting an IND supportive of our anticipated clinical development strategy.

Our discovery and development efforts further include HSCs and other cells and tissues.

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In addition, w e previously announced in vivo delivery to two additional cell types in humanized mice using our proprietary LNP targeting platform, demonstrating the “plug ‘n play” potential of our proprietary extrahepatic LNP platform.

We intend to continue optimizing candidates for our HSC program and exploring other cell types and tissues for development, but plan to focus our resources on the advancement of our lead EDIT-401 program to human proof-of-concept.

We intend to continue optimizing candidates for our HSC program and exploring other cell types and tissues for development, but are focusing our resources on the advancement of our lead EDIT-401 program.

We are pursuing the right combination of gene editing and targeted delivery tools through internal development and the in-licensing of complementary technologies to build our preclinical pipeline and accelerate the achievement of our goal of delivering lifesaving medicines to patients with previously untreatable diseases.

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This collaboration, which leverages our Cas9 and AsCas12a platform technologies, seeks to advance alpha-beta T-cell experimental medicines for the treatment of solid tumors, liquid tumors, and autoimmune disease, and has resulted in 14 total programs to date, including BMS’ CD19 HD Allo CAR T program for the treatment of autoimmune disease currently in Phase I clinical development.

In addition, in December 2023, we and Vertex Pharmaceuticals Incorporated (“Vertex”) entered into a license agreement (the “Vertex License Agreement”), under which Vertex obtained a non-exclusive license for our Cas9 gene editing technology for ex vivo gene editing medicines targeting the BCL11A gene in the fields of SCD and TDT, including Vertex’s CASGEVY TM (exagamglogene autotemcel).

The term for BMS to opt-in to additional research programs expires in November 2026, but our collaboration with respect to those ongoing programs that have been selected will continue past that date.

In addition, in December 2023, we and Vertex Pharmaceuticals, Inc.

(“Vertex”) entered into a license agreement (the “Vertex License Agreement”), under which Vertex obtained a non-exclusive license for our Cas9 gene editing technology for ex vivo gene editing medicines targeting the BCL11A gene in the fields of SCD and TDT, including Vertex’s CASGEVY TM (exagamglogene autotemcel).

We received a $50.0 million upfront cash payment in the fourth quarter of 2023 and the 2024 annual license fee of $10.0 million in the first quarter of 2024.

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In October 2024, we entered into an agreement (the “DRI Agreement”) with a wholly owned subsidiary of DRI Healthcare Trust (“DRI”) providing for an upfront cash payment by DRI to us 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.

Under the DRI Agreement, DRI is purchasing up to 100% of certain future fixed and sales-based annual license fees that we are 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 we may receive under the Vertex License Agreement.

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We have incurred significant operating losses since inception.

Our net losses were $25.0 million and $76.1 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $1.7 billion.

Our net losses were $43.2 million and $129.3 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, we had an accumulated deficit of $1.7 billion.

We expect to continue to incur significant expenses and operating losses for the foreseeable future.

losses may fluctuate significantly from quarter to quarter and from year to year.

Our net losses may fluctuate significantly from quarter to quarter and from year to year.

We anticipate that our expenses will inc rease as we continue to support preclinical studies and prepare for the clinical development of EDIT-401;

commence and conduct clinical trials of EDIT-401;

commence and conduct our planned clinical trials of EDIT-401;

continue our current research programs and our preclinical development activities;

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We no longer receive research funding support.

During the three months ended March 31, 2026, we did not recognize any revenue related to our collaboration with BMS.

As of March 31, 2026, we had $40.5 million of deferred revenue related to BMS, all of which is classified as long-term deferred revenue on our condensed consolidated balance sheet.

During the three and six months ended June 30, 2026 and 2025, we did not recognize any revenue related to our collaboration with BMS.

As of June 30, 2026, we had $32.3 million of deferred revenue related to BMS, all of which is classified as short-term deferred revenue on our condensed consolidated balance sheet.

Under this collaboration, we recognize revenue upon delivery of option packages to BMS or upon receipt of development milestone payments.

We expect that our revenue will fluctuate from quarter-to-quarter and year-to-year as a result of the timing of when we deliver such option packages or receive such milestone payments.

Pursuant to our license agreement with Vertex, we received a $50.0 million upfront cash payment in the fourth quarter of 2023 upon execution of the agreement and the 2024, 2025 and 2026 annual license fees of $10.0 million in each of the first quarters of 2024, 2025 and 2026.

Pursuant to the Vertex License Agreement, we received a $50.0 million upfront cash payment in the fourth quarter of 2023 upon execution of the agreement and the 2024, 2025 and 2026 annual license fees of $10.0 million in each of the first quarters of 2024, 2025 and 2026.

The license agreement further provides for the payment by Vertex of a potential additional $50.0 million contingent upfront payment and further annual license fees, ranging from $5.0 million to $40.0 million annually, inclusive of certain sales-based annual license fee increases, through 2034.

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These costs are expensed as incurred and include:

• costs associated with our continued development of EDIT-401 as we progress EDIT-401 to an investigational new drug (“IND”) application and/or foreign equivalent submission and commence clinical trials;

• costs associated with our continued development of EDIT-401 as we prepare for and conduct clinical development of EDIT-401;

• employee-related expenses including salaries, benefits, and stock-based compensation expense;

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Research and development activities are central to our business model.

We expect research and development expenses to increase in future periods to support EDIT-401 preclinical activities and to fund our clinical trials.

We expect research and development expenses to increase in future periods to support our continued development of EDIT-401 and to fund our preclinical studies and clinical trials.

General and Administrative Expenses

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

Other Income, Net

For the three months ended March 31, 2026, other income, net consisted primarily of interest income on cash and cash equivalents as well as interest expense accretion related to the liability for the sale of future revenues.

For the three months ended March 31, 2025, other income, net consisted primarily of interest income and the amortization of premiums or discounts on marketable securities and interest accretion related to the liability for the sale of future revenues.

Other Income (Expense), Net

For the six months ended June 30, 2026 and 2025, other income (expense), net consisted primarily of interest income and the amortization of premiums or discounts on marketable securities and interest accretion related to the liability for the sale of future revenues.

Critical Accounting Policies and Estimates

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The effects of material revisions in estimates, if any, will be reflected in the condensed consolidated financial statements prospectively from the date of change in estimates.

During the three months ended March 31, 2026, we had the following critical accounting policies and estimates as described in Part II, “Item 7.

During the six months ended June 30, 2026, we had the following critical accounting policies and estimates as described in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Annual Report.

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We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue Recognition (“ASC 606”).

Accordingly, we recognize revenue following the five step model prescribed under Accounting Standards Updates No.

Accordingly, we recognize revenue following the five-step model prescribed under Accounting Standards Update No.

2014-09, Revenue from Contracts with Customers :

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We record 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.

Typical costs associated with restructuring activities include employee termination benefits, contract termination costs and ongoing 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.

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

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

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Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended

March 31, Dollar Change Percentage Change

Collaboration and other research and development revenues $ 2,831 $ 4,658 $ (1,827) (39) %

June 30, Dollar Change Percentage Change

Collaboration and other research and development revenues $ 11,890 $ 3,578 $ 8,312 n/m

Operating expenses:

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General and administrative 11,603 12,859 (1,256) (10) %

Restructuring and impairment charges — 40,853 (40,853) (100) %

Restructuring and impairment charges (1,339) 26,082 (27,421) n/m

Total operating expenses 30,444 55,122 (24,678) (45) %

Other income, net:

Other expense, net (113) (425) 312 (73) %

Other income (expense), net:

Interest expense related to sale of future revenues (1,061) (2,020) 959 (47) %

Interest income, net 1,368 2,087 (719) (34) %

Total other income, net 21 75 (54) (72) %

Other income (expense), net 17 (1,758) 1,775 n/m

Total other income (expense), net 324 (1,691) 2,015 n/m

Net loss $ (18,230) $ (53,235) $ 35,005 (66) %

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Collaboration and Other Research and Development Revenues

Collaboration and other research and development revenues were $2.8 million for the three months ended March 31, 2026 compared to $4.7 million for the same period in 2025.

The decrease from the three months ended March 31, 2025 is primarily attributable to the recognition of the remaining deferred revenue upon conclusion of a collaboration agreement with a strategic partner in 2025.

Collaboration and other research and development revenues increased by $8.3 million to $11.9 million for the three months ended June 30, 2026 compared to $3.6 million for the same period in 2025.

The increase was primarily attributable to recognition of deferred revenue related to the expiration of certain rights to opt-in to additional research programs under our collaboration with BMS.

Research and Development Expenses

Research and development expenses decreased by $9.0 million to $17.6 million for the three months ended March 31, 2026 compared to $26.6 million for the same period in 2025.

The following table summarizes our research and development expenses for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Research and development expenses increased by $4.0 million to $20.2 million for the three months ended June 30, 2026 compared to $16.2 million for the same period in 2025.

The following table summarizes our research and development expenses for the three months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended

March 31, Dollar Change Percentage Change

June 30, Dollar Change Percentage Change

Employee related expenses $ 4,900 $ 8,067 $ (3,167) (39) %

External research and development 3,504 7,470 (3,966) (53) %

External research and development 7,190 2,595 4,595 n/m

Facility expenses 3,287 3,390 (103) (3) %

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Sublicense and license fees 1,643 95 1,548 n/m

Other expenses 2,498 1,511 987 65 %

Other expenses 2,516 1,171 1,345 n/m

Total research and development expenses $ 20,180 $ 16,181 $ 3,999 25 %

The decrease in research and development expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to:

The increase in research and development expenses for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to:

• approximately $4.6 million in increased external research and development expenses primarily related to ongoing research and preclinical efforts for EDIT-401;

• approximately $1.5 million in increased sublicense and license fees paid in connection with licensing activity;

• approximately $1.3 million in increased other expenses to support EDIT-401, including preclinical and regulatory consulting.

These increases were partially offset by:

• approximately $3.2 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

• approximately $4.0 million in decreased external research and development expenses, primarily resulting from reduced clinical and manufacturing costs due to the Discontinuation, partially offset by costs attributable to in vivo research and discovery;

• approximately $2.1 million in decreased facility expenses primarily due to the end of leases for manufacturing space due to the Discontinuation;

• approximately $0.2 million in decreased stock-based compensation expenses;

These decreases were partially offset by approximately $2.4 million in increased sublicense and license fees related to the achievement of certain milestones under a collaboration agreement in the three months ended March 31, 2026 for which there was no similar activity in the three months ended March 31, 2025 and $1.0 million in increased other expenses.

• approximately $0.1 million in decreased facility expenses.

General and Administrative Expenses

General and administrative expenses decreased by $3.1 million to $10.2 million for the three months ended March 31, 2026 compared to $13.4 million for the three months ended March 31, 2025.

The following table summarizes our general and administrative expenses for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

General and administrative expenses decreased by $1.3 million to $11.6 million for the three months ended June 30, 2026 compared to $12.9 million for the three months ended June 30, 2025.

The following table summarizes our general and administrative expenses for the three months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended

March 31, Dollar Change Percentage Change

June 30, Dollar Change Percentage Change

Employee related expenses $ 1,972 $ 3,132 $ (1,160) (37) %

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Total general and administrative expenses $ 11,603 $ 12,859 $ (1,256) (10) %

The decrease in general and administrative expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to:

• approximately $2.3 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

The decrease in general and administrative expenses for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to:

• approximately $1.7 million in decreased professional service expenses due to reduced general business support needs;

• approximately $0.5 million in decreased stock-based compensation expenses related to reduced headcount associated with the Reduction;

• approximately $0.4 million in decreased facility and other expenses.

These decreases were partially offset by approximately $0.9 million in increased intellectual property and patent related legal fees.

• approximately $1.2 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

• approximately $0.3 million in decreased stock-based compensation expenses.

These decreases were partially offset by approximately $1.3 million in increased intellectual property and patent related legal fees due to increased legal activity related to intellectual property defense and $0.5 million in increased facility and other expenses.

Restructuring and Impairment Charges

During the three months ended March 31, 2026 we recorded no expense related to restructuring and impairment compared to $40.9 million for the three months ended March 31, 2025 due to the Discontinuation and the Reduction.

The following table summarizes our restructuring charges for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended March 31, Dollar Change Percentage Change

During the three months ended June 30, 2026 we recorded a $1.3 million benefit related to restructuring and impairment compared to $26.1 million for the three months ended June 30, 2025 due to the Discontinuation and the Reduction.

The following table summarizes our restructuring charges for the three months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended June 30, Dollar Change Percentage Change

Employee termination benefits $ — $ 813 $ (813) (100) %

Costs for ongoing contracts and terminated contracts — 28,875 (28,875) (100) %

Costs for ongoing contracts and terminated contracts (1,339) 23,466 (24,805) n/m

Acceleration of expense for change in useful life estimate and lease termination — 1,803 (1,803) (100) %

Total restructuring and impairment charges $ (1,339) $ 26,082 $ (27,421) n/m

The restructuring and impairment benefit for the three months ended June 30, 2026 is primarily attributable to favorable adjustments to prior estimated costs for contracts associated with the Discontinuation upon finalization of contract costs.

Other Income (Expense), Net

For the three months ended June 30, 2026, and June 30, 2025 other income (expense), net was a $0.3 million net benefit and a $1.7 million net charge, respectively.

The increase is attributable to increased investment income due to an increase in our investments for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Comparison of the Six Months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Six Months Ended

June 30, Dollar Change Percentage Change

Collaboration and other research and development revenues $ 14,721 $ 8,236 $ 6,485 79 %

Operating expenses:

Research and development 37,780 42,774 (4,994) (12) %

General and administrative 21,837 26,234 (4,397) (17) %

Restructuring and impairment charges (1,339) 66,935 (68,274) n/m

Total operating expenses 58,278 135,943 (77,665) (57) %

Other income (expense), net

Interest expense related to sale of future revenues (2,133) (4,236) 2,103 (50) %

Interest income, net 2,574 4,803 (2,229) (46) %

Other expense, net (96) (2,183) 2,087 (96) %

Total other income (expense), net 345 (1,616) 1,961 n/m

Net loss $ (43,212) $ (129,323) $ 86,111 (67) %

Collaboration and Other Research and Development Revenues

Collaboration and other research and development revenues increased by $6.5 million to $14.7 million for the six months ended June 30, 2026 compared to $8.2 million for the six months ended June 30, 2025.

The increase was primarily attributable to the recognition of deferred revenue related to the expiration of certain rights to opt-in to additional research programs under our collaboration with BMS.

Research and Development Expenses

Research and development expenses decreased by $5.0 million to $37.8 million for the six months ended June 30, 2026 compared to $42.8 million for the six months ended June 30, 2025.

The following table summarizes our research and development expenses for the six months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Six Months Ended

June 30, Dollar Change Percentage Change

Employee related expenses $ 10,320 $ 19,389 $ (9,069) (47) %

External research and development expenses 10,694 10,066 628 6 %

Facility expenses 6,512 8,755 (2,243) (26) %

Stock-based compensation expenses 1,187 1,770 (583) (33) %

Sublicense and license fees 4,054 112 3,942 n/m

Other expenses 5,013 2,682 2,331 87 %

Total research and development expenses $ 37,780 $ 42,774 $ (4,994) (12) %

The decrease in research and development expenses for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to:

• approximately $9.1 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

• approximately $2.2 million in decreased facility expenses primarily due to the end of leases for manufacturing space;

• approximately $0.6 million in decreased stock-based compensation expense.

These decreases were partially offset by:

• approximately $3.9 million in increased sublicense and license fees paid in connection with licensing activity;

• approximately $2.3 million in increased other expenses related to professional services to support the progression of EDIT-401;

• approximately $0.6 million in increased external research and development expenses.

General and Administrative Expenses

General and administrative expenses decreased by $4.4 million to $21.8 million for the six months ended June 30, 2026 compared to $26.2 million for the six months ended June 30, 2025.

The following table summarizes our general and administrative expenses for the six months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Six Months Ended

June 30, Dollar Change Percentage Change

Employee related expenses $ 4,081 $ 7,574 $ (3,493) (46) %

Professional service expenses 3,728 5,902 (2,174) (37) %

Intellectual property and patent related fees 7,659 5,767 1,892 33 %

Stock-based compensation expenses 3,108 3,873 (765) (20) %

Facility and other expenses 3,261 3,118 143 5 %

Total general and administrative expenses $ 21,837 $ 26,234 $ (4,397) (17) %

The decrease in general and administrative expenses for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to:

• approximately $3.5 million in decreased employee related expenses related to reduced headcount associated with the Reduction;

• approximately $2.2 million in decreased professional service expenses related to reduced strategic business activities;

• approximately $0.8 million in decreased stock-based compensation expense.

These decreases were partially offset by:

• approximately $1.9 million in increased intellectual property and patent related fees due to increased legal activity related to intellectual property defense;

• approximately $0.1 million in increased facility and other expense.

Restructuring and Impairment Charges

During the six months ended June 30, 2026 we recorded a $1.3 million benefit related to restructuring and impairment compared to a $66.9 million expense for the six months ended June 30, 2025 due to the Discontinuation and

the Reduction.

The following table summarizes our restructuring charges for the six months ended June 30, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Six Months Ended June 30, Dollar Change Percentage Change

Employee termination benefits $ — $ 4,322 $ (4,322) (100) %

Costs for ongoing contracts and terminated contracts (1,339) 52,341 (53,680) n/m

Acceleration of expense for change in useful life estimate and lease termination — 6,548 (6,548) (100) %

Impairment charges — 3,724 (3,724) (100) %

Total restructuring and impairment charges $ — $ 40,853 $ (40,853) (100) %

The restructuring and impairment charges for the three months ended March 31, 2025 were primarily attributable to reni-cel related contract costs, accelerated expense recognized due to changes in useful life estimates for leasehold improvements, software, and a right-of-use asset, and impairment charges related to the sale of certain assets, resulting from the actions associated with the Discontinuation and the Reduction.

Other Income, Net

For the three months ended March 31, 2026, and March 31, 2025 other income, net was less than $0.1 million and $0.1 million, respectively.

The decrease is attributable to reductions in investment income due to a decrease in our investments for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Total restructuring and impairment charges $ (1,339) $ 66,935 $ (68,274) n/m

The restructuring and impairment benefit for the six months ended June 30, 2026 is primarily attributable to favorable adjustments to prior estimated costs for contracts associated with the Discontinuation upon finalization of contract costs.

During the six months ended June 30, 2025, we recorded $4.3 million, $52.3 million, $6.5 million and $3.7 million related to employee termination benefits, reni-cel-related contract costs, acceleration in expense due to changes in useful life estimates for leasehold improvements, software and a right-of-use asset, and impairment charges, respectively, due to the Discontinuation and the Reduction.

Other Income (Expense), Net

For the six months ended June 30, 2026 and June 30, 2025, other income (expense), net was a $0.3 million net benefit and a $1.6 million net charge, respectively, which primarily relates to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues.

The increase for the six months ended June 30, 2026 is attributable to increased investment income due to an increase in our investments compared to the six months ended June 30, 2025.

Liquidity and Capital Resources

Sources of Liquidity

As of March 31, 2026, we have raised an aggregate of $1.1 billion in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings .

As of June 30, 2026, we have raised an aggregate of $1.2 billion in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings .

We also have funded our business from our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan (which was terminated in August 2020), payments received under the DRI Agreement in connection with the Vertex License Agreement, and payments under the Vertex License Agreement.

As of March 31, 2026, we had cash, cash equivalents of $123.6 million.

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

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

In March 2025, we further amended our common stock sales agreement with TD Cowen in connection with amending our existing shelf registration statement following the loss of our 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 we 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, we have sold 14,327,365 shares of our common stock under the ATM Facility at a weighted average price of $3.07 per share for aggregate gross proceeds of $43.9 million and have $106.1 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

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

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

We 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 our common stock, we would receive additional proceeds of approximately $192.5 million.

In May 2021, we 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 we from time to time can issue and sell shares of our common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $300.0 million.

We amended the Sales Agreement in February 2024 in connection with filing a new registration statement.

In March 2025, we further amended the Sales Agreement in connection with amending our existing shelf registration statement following the loss of our 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 we may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $150.0 million (the “ATM Facility”).

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

We will not make any sales of our 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 SEC.

The Sales Agreement remains in full force and effect.

As of June 30, 2026, we have sold 14,327,365 shares of our common stock under the ATM Facility at a weighted average price of $3.07 per share for aggregate gross proceeds of $43.9 million and have $106.1 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

In addition to our existing cash and cash equivalents, we are eligible to earn milestone and other payments under our collaboration with BMS and our other collaboration and license agreements.

Our ability to earn applicable milestone and other payments and the timing of earning these amounts are dependent upon the timing and outcome of development, regulatory and commercial activities and, as such, are uncertain at this time.

As of March 31, 2026 , our right to contingent

payments under our collaboration with BMS, as well as the retained portions of the contingent upfront payment and other amounts under the Vertex License Agreement, are our only significant committed potential external source of funds.

The following table provides information regarding our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

As of June 30, 2026 , our right to contingent payments under our collaboration with BMS, as well as the retained portions of the contingent upfront payment and other amounts under the Vertex License Agreement, are our only significant committed potential external source of funds.

The following table provides information regarding our cash flows for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended

Net cash (used in) provided by:

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Financing activities 117,535 5,975

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

Net increase in cash, cash equivalents, and restricted cash $ 35,170 $ 7,001

Net Cash Used in Operating Activities

The use of cash in all periods resulted primarily from our net losses adjusted for non-cash charges and changes in components of working capital.

Net cash used in operating activities was approximately $23.1 million for the three months ended March 31, 2026, which primarily consisted of operating expenses related to our ongoing research and preclinical efforts and supporting business operations.

Net cash used in operating activities was approximately $47.8 million for the three months ended March 31, 2025, which primarily consisted of operating expenses related to increasing our research efforts, the progression of clinical and manufacturing activities in support of our former reni-cel program, and supporting business operations.

Net Cash Provided by Investing Activities

Net cash provided by investing activities was approximately $0.1 million for the three months ended March 31, 2026, primarily related to proceeds from the sale of property and equipment of $0.2 million, partially offset by the purchase of property and equipment of $0.1 million.

Net cash provided by investing activities was approximately $56.4 million for the three months ended March 31, 2025, primarily related to the proceeds from the maturities of marketable securities of $56.5 million.

Net cash used in operating activities was approximately $52.6 million for the six months ended June 30, 2026, which primarily consisted of operating expenses related to our ongoing research and preclinical efforts and supporting business operations.

Net cash used in operating activities was approximately $98.0 million for the six months ended June 30, 2025, which primarily consisted of operating expenses that related to our ongoing research efforts, the wind-down of clinical and manufacturing activities in support of our former reni-cel program and supporting business operations.

Net Cash Used in (Provided by) Investing Activities

Net cash used in investing activities was approximately $29.7 million for the six months ended June 30, 2026, primarily related to purchases of marketable securities of $29.7 million.

Net cash provided by investing activities was approximately $99.0 million for the six months ended June 30, 2025, primarily related to the proceeds from the maturities of marketable securities of $99.0 million.

Net Cash Provided by (Used in) Financing Activities

For the three months ended March 31, 2026, there was no cash provided by or used in financing activities.

Net cash used in financing activities was approximately $1.4 million for the three months ended March 31, 2025, primarily related to the repayment of our liability for the sale of future revenues with DRI of $2.9 million.

This was offset by the proceeds from the issuance of common stock from our ATM Facility of $1.4 million.

Net cash provided by financing activities was approximately $117.5 million for the six months ended June 30, 2026 attributable to proceeds received from public offering of common stock of $117.5 million.

Net cash provided by financing activities was approximately $6.0 million for the six months ended June 30, 2025, primarily related to proceeds from the issuance of common stock from our at-the-market offering program of $8.6 million and proceeds received from issuance of common stock under our employee stock purchase plan of $0.2 million.

This was offset by the repayment of our liability for the sale of future revenues with DRI of $2.9 million.

Funding Requirements

We expect future expenses to remain relatively consistent with the current period.

Our expenses for the foreseeable future will support preclinical studies and prepare for the clinical development of EDIT-401;

commence clinical trials for EDIT-401;

We anticipate that our expenses will increase as we continue to support preclinical studies and prepare for the clinical development of EDIT-401;

commence and conduct our planned clinical trials of EDIT-401;

continue our current research programs and our preclinical development of product candidates from our current research programs;

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and incur costs associated with operating as a public company.

In addition, if we obtain marketing approval for any product candidate that we identify and develop, we expect to incur significant

commercialization expenses related to product sales, marketing, manufacturing, and distribution to the extent that such sales, marketing, and distribution are not the responsibility of a collaborator.

In addition, if we obtain marketing approval for any product candidate that we identify and develop, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution to the extent that such sales, marketing, and distribution are not the responsibility of a collaborator.

We do not expect to generate significant recurring revenue unless and until we obtain regulatory approval for and commercialize a product candidate.

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If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts.

We expect that our existing cash and cash equivalents on March 31, 2026 will enable us to fund our operating expenses and capital expenditure requirements into the third quarter of 2027 .

We expect that our existing cash and cash equivalents on June 30, 2026 will enable us to fund our operating expenses and capital expenditure requirements into the second half of 2028 .

Our forecast of the period of time through which our existing cash and cash equivalents will be adequate to support our operations is a forward-looking statement and involves significant risks and uncertainties.

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• the costs of future activities, including product sales, medical affairs, marketing, manufacturing, and distribution, for any product candidates for which we receive regulatory approval;

• the success of our collaboration with BMS, including whether BMS exercises any of its options to extend the research program term and/or to additional research programs under our collaboration;

• the success of our collaboration with BMS;

• our ability to establish and maintain additional collaborations on favorable terms, if at all;

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To the extent that we raise additional capital through the issuance of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders.

Debt financing, if available, would result in increased fixed payment

obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

If we raise funds through additional collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.

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Contractual Obligations

As of March 31, 2026, we had operating leases with future minimum lease payments for a total of $19.3 million, of which $5.9 million will be payable in 2026.

As of June 30, 2026, we had operating leases with future minimum lease payments for a total of $17.1 million, of which $3.8 million will be payable in 2026.

These minimum lease payments exclude our share of the facility operating expenses, real-estate taxes, and other costs that are reimbursable to the landlord under the leases.

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

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

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

In April 2025, we modified the lease to terminate on April 30, 2025 with a final fixed payment of $3.7 million.

In October 2024, we entered into the DRI Agreement under which we sold, transferred, assigned, and conveyed to DRI certain future license fees and other payments owed to us by Vertex under the Vertex License Agreement in exchange for an upfront cash payment by DRI to us of $57.0 million.

In addition, DRI is purchasing a mid-double-digit percentage of the $50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement, in each case after subtracting amounts owed by us to our licensors, The Broad Institute, Inc.

In addition, DRI is purchasing a mid-double-digit percentage of the $50.0 million contingent upfront payment that we may receive under the Vertex License Agreement, in each case after subtracting amounts owed by us to our licensors, The Broad Institute, Inc.

and the President and Fellows of Harvard College.

The Company has retained rights to certain 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 our licensor obligations.

We have retained rights to certain 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 our licensor obligations.

Our agreements with certain institutions to license intellectual property include potential milestone payments and success fees, sublicense fees, royalty fees, licensing maintenance fees, and reimbursement of patent maintenance costs that we may be required to pay.

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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 2. Management’s Discussion and Analysis