What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-22 · 461 added, 409 removed, 836 unchanged (51% of the section changed)

8 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of the Company’s directors or officers adopted , materially modified , or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

The following table describes for the three months ended December 31, 2024 each trading arrangement under which the Company’s directors or officers adopted, materially modified, or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Action Taken (Date of Action)

Type of Trading Arrangement

Nature of Trading Arrangement

Duration of Trading Arrangement

Aggregate Number of Securities

Basta (EVP, General Counsel)

Terminated ( October 31, 2024 )

Rule 10b5-1 trading arrangement

Until the earlier of (a) November 11, 2024 ;

(b) the first date on which all trades have been executed or all trading orders related to such trades have expired;

and (c) the date on which the plan holder gives notice to terminate the plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated by reference from our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of Stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, which we expect to file with the SEC no later than April 29, 2024.

Directors, Executive Of ficers and Corporate Governance

Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission (the “SEC”) with respect to our 2025 Annual Meeting of Stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, which we expect to file with the SEC no later than April 30, 2025.

Directors, Executive Officers and Corporate Governance

Information regarding our directors, including the audit committee and audit committee financial experts, and executive officers and compliance with Section 16(a) of the Exchange Act will be included in our 2025 Proxy Statement and is incorporated herein by reference.

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We will post to our website any amendments to the Code of Business, Conduct and Ethics, and any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq.

Executi ve Compensation

Executive Compensation

The information required by this item regarding executive compensation will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item regarding security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

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The information required by this item regarding certain relationships and related transactions and director independence will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accoun ting Fees and Services

Principal Accounting Fees and Services

Information about aggregate fees billed to us by our independent principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34), located in Boston, Massachusetts, will be presented in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders under the caption “Audit Committee Matters — Principal Accounting Firm Fees” and is incorporated herein by reference.

Exhibits, Financ ial Statement Schedules

Exhibits, Financial Statement Schedules

(a) The following documents are included in this Annual Report on Form 10-K:

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition — Collaboration Arrangements – Refer to Note 9 to the financial statements .

Equity-Method Investment — Accounting for the Loss of Significant Influence – Refer to Note 10 to the financial statements .

Critical Audit Matter Description

The Company recognizes collaboration revenue on license and collaboration agreements as they fulfill their performance obligations and transfer control of goods and services to the customer.

During 2023, a customer exercised an extension (the “Extension”) for one of the customer's collaboration agreements, which resulted in management applying judgment in determining the accounting for the modified agreement, and in particular, in identifying if the promised performance obligations were distinct.

Auditing the Company’s accounting for revenues pertaining to the Extension required an increased extent of effort and a high degree of auditor judgment, due to the complex and judgmental nature of evaluating the terms and assumptions of the related Extension and the appropriate accounting for the modification under the guidance in ASC 606, Revenue from Contracts with Customers .

The Company historically accounted for its investment in AvenCell Therapeutics, Inc.

(“AvenCell”) (the “AvenCell investment”) under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures (“ASC 323”).

During the year ended December 31, 2024, the Company determined that they lost the ability to exercise significant influence over AvenCell.

This resulted in management having to determine the accounting for the AvenCell investment as part of the transition from ASC 323 to ASC 321 , Investments — Equity Securities (“ASC 321”) .

We identified the accounting for the transition of the AvenCell investment from ASC 323 to ASC 321 as a critical audit matter.

Auditing the Company’s application of the guidance required significant auditor judgment, including the need to involve an internal subject matter expert, due to the complex nature of evaluating the treatment of previously eliminated intra-entity profit and previously recognized accumulated other comprehensive loss associated with the AvenCell investment, under the guidance in ASC 323.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company’s revenue recognition for the Extension included the following:

• We tested the effectiveness of controls over the Company’s processes for assessing the accounting treatment of modifications to existing collaboration agreements.

• Obtained and read the Extension agreement along with the original and amended collaboration agreements and the Company’s accounting position paper for the Extension.

• We tested and evaluated, among other things, the performance obligations identified and the Company’s conclusion that the promised goods and services under the Extension are not distinct from the combined performance obligations identified in the existing arrangement.

• Performed corroborative inquiries with those overseeing the work relating to the Extension.

• We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

Our principal audit procedures related to the Company’s accounting for the AvenCell investment upon the transition from ASC 323 to ASC 321 included the following:

• We tested the effectiveness of controls over the Company’s processes for assessing the accounting treatment of the AvenCell investment upon the transition from ASC 323 to ASC 321.

• With the assistance of professionals in our firm having expertise in equity-method accounting, we evaluated the Company’s application of relevant accounting guidance regarding the treatment of previously eliminated intra-entity profit and accumulated other comprehensive loss associated with the AvenCell investment upon the transition from ASC 323 to ASC 321.

• We obtained and read the Company’s accounting position paper assessing the accounting treatment of the AvenCell investment upon the transition from ASC 323 to ASC 321.

• We tested the mathematical accuracy of management’s calculations of the accounting associated with the AvenCell investment upon the transition from ASC 323 to ASC 321.

/s/ Deloitte & Touche LLP

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We have served as the Company’s auditor since 2015.

PART I – FINANCI AL INFORMATION

Financi al Statements

INTELLIA THERAPEUTICS, INC.

CONSOLIDATED BA LANCE SHEETS

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except share and per share data)

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Marketable securities

Accounts receivable ($ 0.2 million and $ 0.3 million, respectively,

from related party)

Accounts receivable

Prepaid expenses and other current assets

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Accounts payable

Accrued expenses ($ 1.0 million and $ 1.6 million, respectively, from related party)

Accrued expenses

Current portion of operating lease liability

Current portion of deferred revenue ($ 0 and $ 19.9 million, respectively,

from related party)

Current portion of deferred revenue

Total current liabilities

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Long-term operating lease liability

Contingent consideration liability

Total liabilities

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Common stock, $ 0.0001 par value;

240,000,000 and 120,000,000 shares

authorized at December 31, 2023 and December 31, 2022, respectively;

92,997,158 and 87,103,007 shares issued and outstanding at December 31, 2023

and December 31, 2022, respectively

240,000,000 shares authorized at December 31, 2024 and

December 31, 2023;

102,029,594 and 92,997,158 shares issued and outstanding at

December 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Accumulated deficit

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INTELLIA THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OP ERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in thousands except per share data)

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Interest income

Change in fair value of investments, net

Loss from equity method investment

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Comprehensive loss

(1) Including the following revenue from related party (see Notes 9 and 16):

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

INTELLIA THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED S T ATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands, except share data)

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Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 52

of issuance costs of $ 164 - 2019 Sale Agreement

Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 125 - 2022 Sale Agreement

Exercise of stock options

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Stock-based compensation

Other comprehensive loss - unrealized loss on marketable securities

Other comprehensive loss - equity method investment

Other comprehensive income (loss) - unrealized loss on

marketable securities

Other comprehensive income (loss) - unrealized loss on equity

method investment

Balance at December 31, 2022

Issuance of common stock through follow-on offerings,

net of issuance costs of $ 253

Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 376 - 2022 Sale Agreement

Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 125 - 2022 Sale Agreement

Contingent consideration paid to Rewrite Holders

Exercise of stock options

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Stock-based compensation

Other comprehensive loss - unrealized loss on marketable securities

Other comprehensive loss - equity method investment

Other comprehensive income (loss) - unrealized gain on

marketable securities

Other comprehensive income (loss) - unrealized gain on equity

method investment

Balance at December 31, 2023

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of issuance costs of $ 254 - 2022 Sale Agreement

Contingent consideration paid to Rewrite Holders

Exercise of stock options

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Stock-based compensation

Other comprehensive gain - unrealized gain on marketable securities

Other comprehensive gain - equity method investment

Other comprehensive income (loss) - unrealized gain on

marketable securities

Reclassification of other comprehensive income (loss) - equity

method investment

Balance at December 31, 2024

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INTELLIA THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS O F CASH FLOWS

(Amounts in thousands)

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Depreciation and amortization

Loss (gain) on disposal of property and equipment

(Gain) loss on disposal of property and equipment

Stock-based compensation

(Accretion) amortization of investment discounts and premiums

(Recognition) deferral of equity method investment intra-entity profit on sales

Change in fair value of investments, net

Loss from equity method investment

Deferral of equity method investment intra-entity profit on sales

Change in fair value of contingent consideration

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Purchases of marketable securities

Maturities of marketable securities

Sales and maturities of marketable securities

Proceeds from sale of property and equipment

Acquired in-process research and development, net of cash acquired of $ 287

Investment in Kyverna Therapeutics, Inc.

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Net proceeds from issuance of common stock through at-the-market

offerings, net of issuance costs

Proceeds from options exercised

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Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash equivalents, beginning of period

Cash, cash equivalents and restricted cash equivalents, end of period

Reconciliation of cash, cash equivalents and restricted cash equivalents to consolidated balance sheet:

Reconciliation of cash, cash equivalents and restricted cash equivalents to

consolidated balance sheet:

Cash and cash equivalents

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Purchases of property and equipment unpaid at period end

Shares issued for Rewrite contingent consideration

Right-of-use assets acquired under operating leases

Operating lease liability arising from obtaining right-of-use assets

Non-cash trade-in of property and equipment

Proceeds from at-the-market offerings unpaid at period end

Shares issued for Rewrite contingent consideration

Contingent consideration liability assumed in asset acquisition

Non-cash trade-in of property and equipment

Non-cash contribution of intellectual property to AvenCell Therapeutics, Inc.

Non-cash contribution of intellectual property to SparingVision SAS

Non-cash contribution of intellectual property to Kyverna Therapeutics, Inc.

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

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Intellia Therapeutics, Inc.

(“Intellia” or the “Company”) is a leading clinical-stage gene editing company, focused on developing potentially curative therapeutics using CRISPR/Cas9-based technologies.

CRISPR/Cas9, an acronym for C lustered, R egularly I nterspaced S hort P alindromic R epeats (“CRISPR”)/ C RISPR a ssociated 9 (“Cas9”), is a technology for genome editing, the process of altering selected sequences of genomic deoxyribonucleic acid (“DNA”).

To fully realize the transformative potential of CRISPR/Cas9-based technologies, the Company is building a full-spectrum gene editing company, by leveraging its modular platform, to advance in vivo and ex vivo therapies for diseases with high unmet need by pursuing two primary approaches.

For in vivo applications to address genetic diseases, the Company deploys CRISPR/Cas9 as the therapy.

(“Intellia” or the “Company”) is a leading clinical-stage gene editing company focused on revolutionizing medicine with CRISPR-based therapies.

CRISPR is a gene editing technology which is also sometimes referred to as CRISPR/Cas or CRISPR/Cas9 when referring to the use of CRISPR technology with the Cas9 enzyme.

Since its inception, Intellia has focused on leveraging gene editing technology to develop novel, first-in-class medicines that address important unmet medical needs and advance the treatment paradigm for patients.

Intellia’s deep scientific, technical and clinical development experience, along with its people, is helping set the standard for a new class of medicine.

To harness the full potential of gene editing, Intellia continues to expand the capabilities of its CRISPR-based platform with novel editing and delivery technologies.

To fully realize the transformative potential of CRISPR-based technologies, the Company is building a full-spectrum gene editing company, by leveraging its modular platform, to advance in vivo and ex vivo therapies for diseases with high unmet need by pursuing two primary approaches.

For in vivo applications to address genetic diseases, the Company deploys CRISPR as the therapy.

The Company’s in vivo programs use CRISPR to enable precise editing of disease-causing genes directly inside the human body.

In addition, the Company is advancing ex vivo applications to address immuno-oncology and autoimmune diseases, where it uses CRISPR/Cas9 as the tool to create the engineered cell therapy.

For its ex vivo programs, CRISPR/Cas9 is used to engineer human cells outside the body.

The Company’s deep scientific, technical and clinical development experience, along with its robust intellectual property (“IP”) portfolio, have enabled it to unlock broad therapeutic applications of CRISPR/Cas9 and related technologies to create new classes of genetic medicine.

The Company was founded and commenced active operations in 2014.

The Company will require substantial additional capital to fund its research and development.

In addition, the Company is advancing ex vivo applications to address immuno-oncology and autoimmune diseases, where it uses CRISPR as the tool to create the engineered cell therapy.

For its ex vivo programs, CRISPR is used to engineer human cells outside the body.

The Company’s deep scientific, technical and clinical development experience, along with its robust intellectual property (“IP”) portfolio, have enabled it to unlock broad therapeutic applications of CRISPR and related technologies to create new classes of genetic medicine.

The Company was founded and commenced operations in 2014.

The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations.

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Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Since its inception through December 31, 2023, the Company has raised an aggregate of $ 2,534.1 million to fund its operations through its initial public offering (“IPO”) and concurrent private placements, follow-on public offerings, at-the-market offerings and the sale of convertible preferred stock, as well as through its collaboration agreements.

Since its inception through December 31, 2024, the Company has funded its operations through its initial public offering (“IPO”) and concurrent private placements, follow-on public offerings, at-the-market offerings and the sale of convertible preferred stock, as well as through its collaboration agreements.

The Company expects that its cash, cash equivalents and marketable securities as of December 31, 2024 will enable the Company to fund its ongoing operating expenses and capital expenditure requirements for at least the twelve-month period following the issuance of these consolidated financial statements.

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All intercompany balances and transactions have been eliminated in consolidation.

Comprehensive loss is comprised of net loss and gain/loss on marketable securities and equity method investments.

In February 2022, the Company entered into an agreement to acquire Rewrite Therapeutics, Inc., a Delaware corporation (“Rewrite”).

On the effective date of the agreement, Rewrite became a wholly owned subsidiary of the Company.

In September 2022, Rewrite merged into Intellia, with Intellia the surviving entity.

Comprehensive loss is comprised of net loss, unrealized gain (loss) on marketable securities and other comprehensive gain (loss) from equity method investment .

Use of Estimates

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The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

As of December 31, 2023, cash equivalents consisted of interest-bearing money market accounts, U.S.

As of December 31, 2024 and 2023, cash equivalents consisted of interest-bearing money market accounts, U.S.

Treasury bills and other government securities.

As of December 31, 2022, cash equivalents consisted of interest-bearing money market accounts and reverse purchase agreements.

Restricted Cash Equivalents

The Company has restricted cash equivalents made up of money market funds held in collateral accounts that are restricted to secure letters of credit in accordance with certain of its leases.

As of December 31, 2023, these restricted cash equivalents amounted to $ 13.6 million.

As of December 31, 2022, these restricted cash equivalents amounted to $ 12.0 million.

As of December 31, 2024 and 2023, these restricted cash equivalents amounted to $ 13.6 million .

The letters of credit are required to be maintained throughout the term of the leases;

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Refer to Note 3 for further information regarding the Company’s marketable securities.

Investments in Equity Securities

Investments in equity securities, other than equity method investments, are recorded at fair market value if fair value is readily determinable and any gains and losses are included in “Change in fair value of investments, net,” on the consolidated statement of operations and comprehensive loss.

In the absence of a readily determinable fair value, the Company measures the investment at cost less impairment, plus or minus observable changes, if any.

These investments are included in “Investments and other assets” in the Company’s consolidated balance sheets.

Refer to Note 10 for further information regarding the Company’s investments in equity securities.

Asset Acquisitions

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In an asset acquisition, the cost allocated to acquire in-process research and development with no alternative future use is charged to research and development expense at the acquisition date.

Non-Marketable Equity Securities

The Company periodically invests in equity securities of companies whose securities are not publicly traded and where fair value is not readily available.

These investments are accounted for using the measurement alternative at cost minus impairment adjusted for changes in observable prices.

The Company monitors these investments to evaluate whether there are any indicators of impairment, and if so determines the fair value of the investment and compares to the recorded balance, to determine if there is an impairment, or if the investment has a readily determinable fair value.

These investments are included in “Investments and other assets” in the Company’s consolidated balance sheets.

Refer to Note 10 for further information regarding the Company’s investments in non-marketable equity securities.

Concentrations of Credit Risk

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(“Regeneron”), SparingVision SAS (“SparingVision”), AvenCell Therapeutics, Inc.

(“AvenCell”), and Kyverna Therapeutics, Inc.

As of December 31, 2022, the Company’s accounts receivable were related to its collaborations with Regeneron, AvenCell, SparingVision and ONK Therapeutics, Ltd.

(“AvenCell”) and ReCode Therapeutics, Inc.

As of December 31, 2023, the Company’s accounts receivable were related to its collaborations with Regeneron, SparingVision, AvenCell and Kyverna Therapeutics, Inc.

(“Kyverna”) .

Property and Equipment

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To date, the Company has not recorded any material impairment losses on long-lived assets.

The Company accounts for its leases in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 842, Leases (Topic 842) (“ASC 842”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present in the arrangement.

Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable.

The Company has elected not to recognize leases with an original term of one year or less on the balance sheet.

The Company does not have any financing leases.

Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term.

Certain adjustments to the right-of-use asset may be required for items such as incentives received and prepaid lease payments.

The interest rate implicit in lease contracts is typically not readily determinable.

As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The Company is required to pay fees for operating expenses in addition to monthly base rent for certain operating leases.

The Company has elected the practical expedient which allows non-lease components to be combined with lease components for all asset classes.

Variable lease payments are not included within the lease right-of-use asset and lease liability on the consolidated balance sheet, and instead are reflected as expense in the period they are incurred.

The Company typically only includes an initial lease term in its assessment of a lease arrangement.

Options to renew or terminate a lease are not included in the Company’s assessment unless there is reasonable certainty of execution.

The lease commencement date is the date on which a lessor makes the underlying asset available for use by the Company.

Lease payments (including payments pertaining to lessor-owned leasehold improvements) made to the lessor prior to lease commencement are recorded as prepaid rent and included in “Prepaid expenses and other current assets” on the Company's consolidated balance sheets.

The prepaid rent balance is reclassified to the right-of-use asset at lease commencement.

The Company’s real estate operating leases provide for scheduled annual rent increases throughout the lease terms.

The Company recognizes the effects of the scheduled rent increases on a straight-line basis over the full terms of the lease.

Tenant improvement allowances, if any, provided by a landlord are recorded as a reduction of the right-of-use asset related to that lease at lease commencement.

Contingent Consideration

The Company accounts for contingent consideration identified in an asset acquisition, that is payable in cash and does not meet the definition of a derivative under Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging , when the contingency is resolved and the consideration is paid or becomes payable.

The Company accounts for contingent consideration identified in an asset acquisition, that is payable in cash and does not meet the definition of a derivative under ASC 815, Derivatives and Hedging , when the contingency is resolved and the consideration is paid or becomes payable.

The Company accounts for contingent consideration identified in an asset acquisition that is settled in shares of common stock under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).

The contingent consideration liability will be recorded at fair value at the end of each reporting period with changes in estimated fair values recorded in other (expense) income in the consolidated statements of operations and comprehensive loss.

The contingent consideration liability will be recorded at fair value at the end of each reporting period with changes in estimated fair values recorded in other income (expense) in the consolidated statements of operations and comprehensive loss.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards.

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Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments (collectively known as “ASC 606”).

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments (collectively known as “ASC 606”).

At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics.

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(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when or as the Company satisfies a performance obligation.

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Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date.

If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring

the control of a promised good or service to a customer.

If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.

The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

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Milestone payments:

At the inception of each arrangement that includes development milestone payments, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method.

most likely amount method.

If it is probable that a significant revenue reversal would not occur in the future, the associated milestone value is included in the transaction price.

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Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company satisfies its obligations under these arrangements.

The Company also considers the nature and contractual terms of an arrangement and assesses whether the arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement.

The Company also considers the nature and contractual terms of an arrangement and assesses whether the arrangement involves a joint operating activity pursuant to which both the Company and the co-party to the arrangement is an active participant and is exposed to significant risks and rewards with respect to the arrangement.

If the Company is an active participant and is exposed to the significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement under ASC 808 .

Based on this consideration, the Company accounts for its co-development agreements with Regeneron and AvenCell under ASC 808.

Based on this consideration, accounting for the Company’s co-development agreements with Regeneron and AvenCell is under ASC 808.

Because ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606.

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Stock-Based Compensation

The Company’s stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period.

The Company’s share-based compensation programs grant awards that have included stock options and restricted stock units.

Grants are awarded to employees and non-employees, including directors.

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period.

The fair value of stock option grants is estimated using the Black-Scholes option pricing model.

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Forfeitures are recorded as they occur.

The fair value of market-based restricted stock units is determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements.

The fair value of market-based restricted stock units and performance-based restricted stock units with a Total Shareholder Return (“TSR”) multiplier are determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements.

For awards with service conditions only, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period.

For awards with service and performance-based conditions, the Company recognizes stock-based compensation expense using the graded vesting method over the requisite service period.

For awards with market-based conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method over the requisite service period.

For awards with performance or market-based conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method over the requisite service period.

Estimates of stock-based compensation expense for an award with performance conditions are based on the probable outcome of the performance conditions and the cumulative effect of any changes in the probability outcomes are recorded in the period in which the changes occur.

The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.

(Loss) Earnings per Share

The Company calculates basic (loss) earnings per share by dividing net (loss) income for each respective period by the weighted average number of common shares outstanding for each respective period.

The Company computes diluted (loss) earnings per share after giving consideration to the dilutive effect of stock options and unvested restricted stock that are outstanding during the period, except where such securities would be anti-dilutive.

Net Loss per Share

The Company calculates basic net loss per share by dividing net loss for each respective period by the weighted average number of common shares outstanding for each respective period.

The Company computes diluted net loss per share after giving consideration to the dilutive effect of stock options and unvested restricted stock units that are outstanding during the period, except where such securities would be anti-dilutive.

Segment Information

The Company’s chief executive officer, its chief operating decision maker, manages the Company’ s operations as a single segment for the purpose of assessing performance and making operating decisions.

The Company’s one business segment is the development of genome editing-based therapies.

All of the Company’s assets are held in the U.S.

and all of the Company’s revenue has been generated in the U.S.

The Company has identified one operating and reportable segment:

the development of gene editing-based therapies.

All of the Company’s material assets are held in the United States (“U.S.”) and all of the Company’s collaboration revenue has been generated in the U.S.

The operating segment’s revenue is primarily generated through collaboration arrangements with third parties.

The Company does not have any intra-entity sales or transfers.

The Company manages all business activities on a consolidated basis.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer (“CEO”).

The accounting policies for the segment are the same as described those described in Note 2, “Summary of Significant Accounting Policies.” The CODM evaluates the performance of the operating segment and allocates resources based on net loss that also is reported on the consolidated statements of operations and comprehensive loss.

The CODM uses net loss to monitor budget versus actual results and to analyze cash flows in assessing performance of the segment and allocating resources.

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

The following table summarizes the reportable segment’s financial information:

Year Ended December 31,

Collaboration revenue

Research and development:

External development expenses - Nex-z

External development expenses - NTLA-2002

External development expenses - NTLA-3001

Other research and development (1)

Total research and development

General and administrative (2)

Interest income

Loss from equity method investment

Other segment information (3)

Segment and consolidated net loss

(1) Includes unallocated research and development expenses including stock-based compensation of $ 94.2 million, $ 82.2 million and $ 56.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, as disclosed within Note 12, “Stock-Based Compensation.”

(2) Includes stock-based compensation of $ 60.0 million, $ 51.8 million and $ 35.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, as disclosed within Note 12, “Stock-Based Compensation.”

(3) Includes change in fair value of investments and change in fair value of contingent consideration, as disclosed on the Company’s consolidated statements of operations and comprehensive loss.

Depreciation and amortization expense totaled $ 10.3 million, $ 9.0 million, and $ 7.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, as disclosed within Note 5, “Property and Equipment, Net.”

Variable Interest Entity

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If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period and the investment is written down to fair value.

At December 31, 2023 and 2022, the Company accounted for its investment in AvenCell under the equity method of accounting and no impairment charges were recognized during the years ended December 31, 2023 or 2022.

Refer to Note 10 for further details.

At December 31, 2024, the Company did not account for any of its investments under the equity method of accounting.

At December 31, 2023, the Company accounted for its investment in AvenCell under the equity method of accounting.

Refer to Note 10 for further details regarding the transition out of the equity method of accounting.

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted by the Company in 2023.

Recent Issued Accounting Pronouncements Not Yet Effective

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures.” The amendments require disclosure of incremental segment information on an annual and interim basis.

The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in ASC 280, “Segment Reporting.” The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (“ASU 2023-07”) .

The amendments require disclosure of incremental segment information on an annual and interim basis.

The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in ASC 280, Segment Reporting.

The Company adopted ASU 2023-07 in the fourth quarter of 2024 through enhanced disclosures related to its reportable segment.

See “Segment Information” above for details.

Recently Issued Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

Improvements to Income Tax Disclosures.

This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning January 1, 2025, with early application permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires disclosure of specified information about certain costs and expenses in the footnotes to the financial statements.

This ASU is effective for annual periods beginning after December 15, 2026 and is applicable to the Company’s fiscal year beginning January 1, 2027, with early application permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Marketable Securities

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The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity.

At December 31, 2023 and 2022, the balance in the Company’s accumulated other comprehensive loss was composed of activity related to the Company’s available-for-sale marketable securities and equity method investment.

There were no material realized gains or losses in the years ended December 31, 2024 or 2023.

The Company did not reclassify any amounts out of accumulated other comprehensive loss during these periods.

T he Company generally does not intend to sell any investments prior to recovery of their amortized cost basis for any investment in an unrealized loss position.

As such, the Company has classified these unrealized losses as temporary in nature.

The Company’ s available-for-sale securities that are classified as current marketable securities in the consolidated balance sheet mature within one year or less as of the balance sheet date.

Available-for-sale securities that are classified as noncurrent marketable securities in the consolidated balance sheet are those that mature after one year but within five years from the balance sheet date and that the Company does not intend to dispose of within the next twelve months.

At December 31, 2023 and 2022, the Company did no t hold any investments that matured beyond five years of the balance sheet date.

The Company generally does not intend to sell any investments prior to recovery of their amortized cost basis for any investment in an unrealized loss position.

As such, the Company has classified these losses as temporary in nature.

The Company’s available-for-sale securities that are classified as short-term marketable securities in the consolidated balance sheets mature within one year or less as of the balance sheet date.

Available-for-sale securities that are classified as noncurrent in the consolidated balance sheets are those that mature after one year but within five years from the balance sheet date and that the Company does not intend to dispose of within the next twelve months.

At December 31, 2024 and 2023, the Company did no t hold any marketable securities that matured beyond five years of the balance sheet date.

Accrued interest on marketable securities is included in “Prepaid expenses and other current assets” on the Company's consolidated balance sheets.

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The three levels of inputs used to measure fair value are as follows:

Level 1, quoted market prices in active markets for identical assets or liabilities;

Level 1, quoted market prices (unadjusted) in active markets for identical assets or liabilities;

Level 2, observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data;

and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company’s financial assets and liabilities recognized at fair value on a recurring basis consisted of the following:

Fair Value as of December 31, 2023

The Company’s financial assets recognized at fair value on a recurring basis consisted of the following:

December 31, 2024

(In thousands)

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Total marketable securities

Fair Value as of December 31, 2022

Investment in Kyverna Therapeutics, Inc.

December 31, 2023

(In thousands)

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Total marketable securities

Contingent consideration

Certain of the Company’s financial assets, including cash equivalents, restricted cash equivalents and marketable securities, have been initially valued at the transaction price, and subsequently revalued at the end of each reporting period, utilizing third party pricing services or other observable market data.

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Other financial instruments, including accounts receivable, accounts payable and accrued expense, are carried at cost, which approximates fair value due to the short duration and term to maturity.

Level 3 Assets and Liabilities

Equity-Method Investments

The Company’s equity-method investment in AvenCell is classified as a Level 3 asset and is not included in the fair value table above as it is not valued at fair value on a recurring basis.

The Company has determined that the estimated fair value of its investment in Kyverna, a publicly traded company, is reported as Level 1 as it is valued at a quoted market price in an active market.

The investment in Kyverna is classified within “Investments and other assets” in the consolidated balance sheets.

Refer to Note 10 for further details.

The carrying value of the Company’s equity-method investment as of December 31, 2023 and 2022 was $ 11.8 million and $ 32.5 million, respectively.

Other Investments

The Company’s other investments are classified as Level 3 assets and are not included in the fair value table above as they are not valued at fair value on a recurring basis .

The Company’s investment in SparingVision was initially recorded at fair value, determined according to Level 3 inputs in the fair value hierarchy described above.

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There were no changes in observable prices or impairment of this investment as of December 31, 2024 or 2023.

The carrying value of the SparingVision investment was $ 14.8 million as of December 31, 2023 and 2022.

The carrying value of the SparingVision investment was $ 14.6 million and $ 14.8 million as of December 31, 2024 and 2023, respectively.

Refer to Note 10 for further details.

The Company’s investment in Kyverna was initially recorded at cost, which is representative of fair value.

The Kyverna investment is included in “Investments and other assets” on the consolidated balance sheets.

The Company’s investment in AvenCell was initially recorded at fair value, determined according to Level 3 inputs in the fair value hierarchy described above.

The AvenCell investment is included in “Investments and other assets” on the consolidated balance sheet as of December 31, 2024.

This investment is accounted for using the measurement alternative at cost minus impairment, adjusted for changes in observable prices.

There were no changes in observable prices or impairment of this investment as of December 31, 2023 or 2022.

The carrying value of the Kyverna investment was $ 10.0 million as of December 31, 2023 and 2022.

Refer to Note 10 for further details.

The Company previously accounted for the AvenCell investment under the equity method;

refer to Note 10 for further details including the change in fair value.

In the fourth quarter of 2024, AvenCell completed a Series B financing, which represented an observable price change in the investment in AvenCell.

The Company determined the fair value of the AvenCell investment using an option pricing model which requires the input of certain subjective assumptions.

The key assumptions used in the option pricing model, which are Level 3 inputs, include the anticipated holding period to an exit and liquidity event, the indicated equity volatility ( 95 %), and the risk free rate ( 3.9 %) .

The carrying value of the Company’s investment in AvenCell was $ 7.9 million and $ 11.8 million as of December 31, 2024 and December 31, 2023, respectively .

Contingent Consideration

As discussed further in Note 11, as part of its acquisition of Rewrite, the Company made a $ 25.0 million research milestone payment in February of 2023, payable in a combination of $ 0.9 million in cash and the remainder in the Company’s common stock.

As part of its acquisition of Rewrite Therapeutics, Inc.

(“Rewrite”) in 2022, the Company made a $ 25.0 million research milestone payment in February of 2023, payable in a combination of $ 0.9 million in cash and the remainder in the Company’s common stock.

The milestone payable in the Company’s common stock resulted in liability classification under ASC 480.

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The contingent consideration liability was classified within Level 3 of the fair value hierarchy until it was settled in February of 2023.

The following table reconciles the change in fair value of the contingent consideration liability based on the level 3 inputs listed below for the years ended December 31, 2023 and 2022 (in thousands):

Balance at February 2, 2022 (at inception)

Change in fair value

The following table reconciles the change in fair value of the contingent consideration liability (in thousands):

Balance at December 31, 2022

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Balance at December 31, 2023

As of inception (February 2, 2022)

As of December 31, 2022

Discount rate

Probability of achievement

Projected year of achievement

Property and Equipment, Net

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Office furniture and equipment

Computer software

Computer equipment

Leasehold improvements

Computer software

Total property and equipment

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Approximately $ 36.9 million of the federal net operating losses generated prior to 2018 will begin to expire in 2034 , unless previously utilized.

Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100 % of a corporation’s taxable income and be available for twenty years from the period the loss was generated.

The federal net operating losses generated after 2017 of approximately $ 917.1 million will be carried over indefinitely, but will generally

limit the net operating loss deduction to the lesser of the net operating loss carryforward or 80 % of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended).

was generated.

The federal net operating losses generated after 2017 of approximately $ 1,051.5 million will be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryforward or 80 % of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended).

Also, there will be no carryback for losses incurred after 2017.

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As of December 31, 2024 and 2023, the Company had federal tax credit carryforwards of approximately $ 139.3 million and $ 100.7 million, respectively, which begin to expire in 2034 .

As of December 31, 2023 and 2022, the Company had state research and development and other credit carryforwards of approximately $ 64.1 million and $ 48.0 million, which begin to expire in 2029 .

As of December 31, 2024 and 2023, the Company had state research and development and other credit carryforwards of $ 77.9 million and $ 64.1 million, which begin to expire in 2029 .

The Company evaluated the expected realizability of its net deferred tax assets and determined that there was significant negative evidence due to its net operating loss position and insufficient positive evidence to support the realizability of these net deferred tax assets.

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The Company has not completed an analysis through December 31, 2024.

To the extent there was a change in control during 2023, the Company's tax attributes could be subject to limitation.

To the extent there was a change in control during 2023 and 2024, the Company's tax attributes could be subject to limitation.

However, a full valuation allowance has been provided against the deferred tax assets related to the Company’s net operating loss and tax credit carryforwards and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance.

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The returns in these jurisdictions since inception remain open for examination.

however, there are currently no pending tax examinations.

Commitments and Contingencies

From time to time, the Company is involved in legal and administrative proceedings and claims of various types.

From time to time, the Company may be involved in legal and administrative proceedings and claims of various types.

In some actions, the claimants seek damages, as well as other relief, which, if granted, would require significant expenditures.

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If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements.

During the year ended December 31, 2023, there have been no material changes to any outstanding litigation, nor is the Company a party to any significant new litigation.

License Agreements

The Company is party to license agreements, which include contingent payments.

These payments will become payable if and when certain development, regulatory and commercial milestones are achieved.

BlueAllele Corp.

Intellia Therapeutics, Inc.

On July 8, 2024, BlueAllele Corp.

(“BlueAllele”) filed a complaint alleging infringement by the Company of various patents in the U.S.

District Court for the District of Delaware.

Specifically, BlueAllele alleges that the Company’s experimentation, basic

research, identification, optimization, manufacturing and/or use of bi-directional insertion template technology infringes the asserted patents and seeks unspecified compensatory damages and an injunction against the alleged infringing activities.

On September 12, 2024, the Company filed a motion to dismiss the complaint, and on December 9, 2024, the court denied the Company’s motion to dismiss and discovery began.

On January 6, 2025, the Company filed its answer and counterclaims, and BlueAllele filed a motion to dismiss the Company’s counterclaims on January 27, 2025.

On February 21, 2025, the court substantially denied BlueAllele’s motion to dismiss, and granted the motion with respect to one counterclaim.

At this stage, the Company is unable to determine the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Intellia Therapeutics, Inc.

On February 11, 2025, a purported stockholder of the Company filed a lawsuit, captioned Gonzalez v.

Intellia Therapeutics, Inc.

1:25-cv-01353 (D.

Mass.), in the U.S.

District Court for the District of Massachusetts against the Company and certain of our officers on behalf of a putative class of stockholders who purchased Company shares from July 30, 2024 through January 8, 2025.

The complaint alleges claims under Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 (the “Exchange Act”) premised upon statements relating to the Company’s NTLA-3001 program and the demand for viral-based editing.

The complaint seeks unspecified damages, interest, reasonable attorneys’ fees and other costs.

The Company intends to defend vigorously against the claims.

At this stage, the Company is unable to determine the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

During the year ended December 31, 2024, except as noted above, there have been no material changes to any outstanding litigation, nor is the Company a party to any material new litigation.

License and Other Agreements

The Company is party to license and other agreements, which may include contingent payments.

These payments could include up to $ 130.0 million related to Rewrite, including $ 100.0 million upon achievement of a regulatory approval milestone and $ 30.0 million upon achievement of pre-specified research milestones.

As of December 31, 2024 , the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable.

Collaborations and Other Arrangements

To accelerate the development and commercialization of CRISPR/Cas9-based products in multiple therapeutic areas, the Company has formed, and intends to seek other opportunities to form, strategic alliances with collaborators who can augment its leadership in CRISPR/Cas9 therapeutic development.

To accelerate the development and commercialization of gene editing products in multiple therapeutic areas, the Company has formed, and intends to seek other opportunities to form, strategic alliances with collaborators who can augment its leadership in CRISPR/Cas9 therapeutic development.

As of December 31, 2024, the Company’s accounts receivable were related to its collaborations with Regeneron, AvenCell, SparingVision and ReCode, and the Company’s contract liabilities were related to its collaborations with Regeneron and SparingVision.

As of December 31, 2023, the Company’s accounts receivable were related to its collaborations with Regeneron, SparingVision, AvenCell and Kyverna and the Company’s contract liabilities were related to its collaborations with Regeneron and SparingVision.

As of December 31, 2022, the Company’s accounts receivable were related to its collaborations with Regeneron, AvenCell, SparingVision and ONK and the Company’s contract liabilities were related to its collaborations with Regeneron, AvenCell, SparingVision and Kyverna.

The following table presents changes in the Company’s accounts receivable and contract liabilities (in thousands):

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T he Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

Year Ended December 31,

Revenue recognized in the period from:

December 31, 2023

December 31, 2022

December 31, 2021

Amounts included in the contract liability at the beginning of the period

Costs to obtain and fulfill a contract

Amounts included in the contract liability at the beginning of the

The Company has not incurred significant expenses to obtain collaboration agreements and costs to fulfill those contracts do not generate or enhance resources of the Company.

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and in certain other identified countries, and (iii) up to $ 185.0 million in sales-based milestone payments.

The Company is also eligible to earn royalties ranging from the high-single digits to low teens, in each case, on a per-product basis, which royalties are potentially subject to various reductions and offsets and incorporate the Company’s existing

low- to mid-single-digit royalty obligations under a license agreement with Caribou.

In connection with the 2016 Regeneron Agreement, Regeneron purchased $ 50.0 million of the Company’s common stock in a private placement under a stock purchase agreement concurrent with the Company’s IPO.

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The collaboration expansion builds upon the jointly developed targeted transgene insertion capabilities designed to durably restore missing therapeutic protein, and to overcome the limitations of traditional gene therapy.

The technology collaboration was extended until April 2024, at which point Regeneron would have an option to renew for an additional two years.

The technology collabora tion was extended until April 2024, at which point Regeneron would have an option to renew for an additional two years.

The 2020 Regeneron Amendment also granted Regeneron exclusive rights to develop products for five additional in vivo CRISPR/Cas-based therapeutic liver targets and non-exclusive rights to independently develop and commercialize up to 10 ex vivo gene edited products made using certain defined cell types.

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Under the 2020 Stock Purchase Agreement, Regeneron will not dispose of any shares of common stock it beneficially owns in the Company until the termination of the Technology Collaboration Term.

In October 2023, Regeneron notified the Company that it was exercising its one-time option to extend the Technology Collaboration Term for an additional two years (the “2024 Technology Collaboration Extension”) , until April 2026 , in exchange for a nonrefundable payment of $ 30.0 million due in April 2024.

2024 Technology Collaboration Extension:

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The 2024 Technology Collaboration Extension was accounted for as a contract modification.

The promised goods and services under the 2024 Technology Collaboration Extension are not distinct from the combined performance obligations identified in the 2020 Regeneron Amendment, which was only partially satisfied at the date of option exercise.

The promised goods and services under the 2024 Technology Collaboration Extension are not

distinct from the combined performance obligations identified in the 2020 Regeneron Amendment, which was only partially satisfied at the date of option exercise.

A cumulative catch-up adjustment was recorded during the fourth quarter of 2023 resulting in a charge of $ 10.3 million against revenue previously recognized.

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As a result of this evaluation, the Company allocated $ 48.3 million to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans and $ 3.4 million to the combined performance obligation including the technology collaboration and associated research activities, which are being recognized using a time elapsed inputs method from the October 2023 extension date through April 2026, the remaining period of the collaboration.

ATTR and Hemophilia Co/Co Agreements:

Accounting Analysis.

The Company concluded that the ATTR Co/Co and Hemophilia Co/Co agreements meet the definition of a collaborative arrangement per ASC 808, which is outside of the scope of ASC 606.

Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606.

As such, the Company classifies cumulative amounts paid or received under the cost sharing provisions of the ATTR Co/Co and the Hemophilia Co/Co agreements as a component of revenues in the consolidated statements of operations and comprehensive loss, to the extent that this does not result in a cumulative “negative revenue” amount, in which case the cumulative shortfall would be reclassified as an expense.

The Company recognized $ 20.7 million, $ 11.7 million and $ 22.5 million of collaboration revenue in the years ended December 31, 2024, 2023 and 2022, respectively, in the consolidated statements of operations and comprehensive loss related to the 2016 Regeneron Agreement, the 2020 Regeneron Amendment and the 2024 Technology Collaboration Extension.

As of December 31, 2024, there was approximately $ 26.4 million of the aggregate transaction price remaining to be recognized that will be recognized through April 2026, the remaining period of the collaboration.

In September 2023, Regeneron and Intellia further expanded the research collaboration (the “2023 Regeneron Amendment”) to develop additional in vivo CRISPR-based gene editing therapies focused on neurological and muscular diseases.

The collaboration will leverage Intellia’s proprietary Nme2 CRISPR/Cas9 genome editing systems adapted for viral vector delivery and designed to precisely modify a target gene and Regeneron’s proprietary antibody-targeted adeno-associated virus vectors and delivery systems;

Under the terms of the expanded research collaboration, the companies will initially research two in vivo non-liver targets.

Intellia will lead the design of the editing methodology and Regeneron will lead the design of the targeted viral vector delivery approach and the parties will share research costs equally.

Each party will have the opportunity to lead potential development and commercialization for one product candidate, and

the party that is not leading development and commercialization will have the option to enter into a co-development and co-promotion agreement for the target.

each party will have the opportunity to lead potential development and commercialization for one product candidate, and the party that is not leading development and commercialization will have the option to enter into a co-development and co-promotion agreement for the target.

2023 Regeneron Amendment:

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Any cost reimbursements received from Regeneron will be recorded as a component of revenue and any payments made to Regeneron will be recorded as a reduction of revenue.

Since December 31, 2022, there have been no material changes to the key terms of the 2016 Regeneron Agreement, ATTR Co/Co or Hemophilia Co/Co (the “Regeneron Agreements”), other than as described above.

For further information on the terms and conditions of these agreements, see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2022.

Revenue Recognition:

Collaboration Revenue.

The Company recognized $ 21.0 million, $ 24.1 million and $ 25.7 million of collaboration revenue in the years ended December 31, 2023, 2022 and 2021, respectively, in the consolidated statements of operations and comprehensive loss.

This includes $ 19.6 million, $ 11.9 million, and $ 5.9 million, respectively, primarily representing payments due from Regeneron pursuant to the ATTR Co/Co agreement.

These revenues are offset in part by contra-revenue related to the Hemophilia Co/Co agreements amounting to approximately $ 10.7 million in the year ended December 31, 2023, $ 10.4 million in the year ended December 31, 2022 and $ 2.7 million in the year ended December 31, 2021.

As of December 31, 2023, there was approximately $ 47.1 million of the aggregate transaction price remaining to be recognized that will be recognized through April 2026, the remaining period of the collaboration.

As of December 31, 2023 and 2022, the Company had accounts receivable of $ 35.7 million and $ 3.2 million, respectively, and deferred revenue of $ 47.1 million and $ 28.8 million, respectively, related to the Regeneron Agreements.

AvenCell Therapeutics, Inc.

In July 2021, the Company entered into two agreements with AvenCell, a privately held chimeric antigen receptor T (“CAR-T”) cell therapy company formed on that date in a joint venture between the Company, Cellex Cell Professionals GmbH (“Cellex”) and funds managed by Blackstone Life Sciences Advisors L.L.C.

(i) a license and collaboration agreement (the “AvenCell LCA”), under which the Company will collaborate to develop allogeneic universal CAR-T cell therapies and which granted AvenCell a license to develop and commercialize genome edited universal CAR-T cell therapies (limited to its use with their switchable, universal CAR-T cell UniCAR and RevCAR platforms);

and (ii) a co-development and co-funding agreement (the “AvenCell Co/Co”), under which the Company will co-develop and co-commercialize allogeneic universal CAR-T cell products for an immuno-oncology indication.

In November 2022, the Company decided to re-prioritize its ex vivo programs and terminated the AvenCell Co/Co, effectively turning over control of the program to AvenCell.

The Company’s obligations under the terminated agreement were completed in the second quarter of 2023.

Since December 31, 2022, there have been no other material changes to the key terms of the AvenCell LCA and AvenCell Co/Co agreements.

Revenue Recognition – Collaboration Revenue.

The Company recognized $ 13.2 million, $ 22.8 million and $ 5.9 million in revenue related to the AvenCell LCA for the years ended December 31, 2023, 2022 and 2021, respectively, after eliminating $ 6.6 million, $ 11.4 million and $ 2.9 million in intra-entity profits during those respective periods, which will be deferred and recognized if and when AvenCell commercializes a product with the Company ’ s license or abandons the related project.

Until such time, this revenue is indefinitely deferred and excluded from the results of operations of the Company.

The Company also recognized $ 0.2 million and $ 0.3 million related to materials shipped in accordance with the AvenCell LCA in the years ended December 31, 2023 and 2022, respectively.

The Company recognized $ 0.6 million and $ 2.0 million in contra-revenue in the years ended December 31, 2023 and 2022, respectively, related to the AvenCell Co/Co agreement.

The Company recognized $ 0.2 million in revenues related to the AvenCell Co/Co agreement for the year ended December 31, 2021.

As of December 31, 2023, there was no remaining transaction price of the AvenCell LCA to be recognized.

The Company had $ 0.2 million in accounts receivable and no deferred revenue related to the AvenCell agreements as of December 31, 2023.

As of December 31, 2022 , the Company had $ 0.3 million in accounts receivable and deferred revenue of $ 19.9 million related to the AvenCell agreements.

The Company recognized $ 2.3 million and $ 0.4 million of collaboration revenue in the years ended December 31, 2024 and 2023, respectively, in the consolidated statement of operations and comprehensive loss related to the 2023 Regeneron Amendment.

ATTR and Hemophilia Co/Co Agreements:

Accounting Analysis.

The Company concluded that the ATTR Co/Co and Hemophilia Co/Co agreements meet the definition of a collaborative arrangement per ASC 808, which is outside of the scope of ASC 606.

Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606.

The Company terminated the hemophilia B Co/Co agreement in September 2024.

The Company will continue to support Regeneron with the development of gene editing products directed to hemophilia B, as applicable, under the 2016 Regeneron Agreement.

The Company recognized $ 21.9 million, $ 19.6 million, and $ 11.9 million, respectively, primarily representing payments due from Regeneron pursuant to the ATTR Co/Co agreement, in the years ended December 31, 2024, 2023 and 2022.

The Company recognized contra-revenue related to the Hemophilia Co/Co agreements amounting to approximately $ 11.7 million in the year ended December 31, 2024, $ 10.7 million in the year ended December 31, 2023 and $ 10.4 million in the year ended December 31, 2022 .

As of December 31, 2024 and December 31, 2023 , the Company had accounts receivable of $ 7.2 million and $ 35.7 million, respectively, and deferred revenue of $ 26.4 million and $ 47.1 million, respectively, related to the Regeneron Agreements.

SparingVision SAS

In October 2021, the Company and SparingVision, a genomic medicine company developing vision saving treatments for ocular diseases, entered into a license and collaboration agreement (the “SparingVision LCA”) to develop novel genomic medicines utilizing CRISPR/Cas9 technology for the treatment of ocular diseases.

Since December 31, 2022, there have been no material changes to the key terms of the SparingVision LCA.

The Company granted SparingVision exclusive rights to its proprietary in vivo CRISPR/Cas9-based genome editing technology for up to three ocular targets addressing diseases with significant unmet medical need.

In addition, the parties will research and develop novel self-inactivating adeno-associated virus (“AAV”) vectors and lipid nanoparticle (“LNP”)-based approaches to address delivery of CRISPR/Cas9 genome editing reagents to the retina.

SparingVision will lead and fund the preclinical and clinical development for the genome editing product candidates pursued under the collaboration.

The Company will have an option to obtain exclusive U.S.

commercialization rights for product candidates arising from two of three collaboration targets.

For product candidates the Company chooses to option, it will pay an opt-in fee between $ 10.0 million and $ 20.0 million depending on the stage of development of the target, reimburse certain costs, share in 50 % of development costs and pay royalties to SparingVision on U.S.

In exchange for the license, the Company received 83,316 shares of SparingVision’s Series A2 Preferred Stock (“Series A2”).

Attached to each share of Series A2, the Company received three warrants for the right to purchase additional Series A2 shares at designated prices that are subject to certain vesting conditions.

The Company will also be eligible to receive certain research, development and commercial milestone payments (up to approximately $ 200.0 million per product) as well as royalties on potential future sales of products arising from the collaboration.

SparingVision LCA:

Accounting Analysis.

The Company determined that the accounting for the SparingVision LCA is within the scope of ASC 606.

The Company evaluated the promised goods and services and determined that it included one performance obligation:

a combined performance obligation including the license to the CRISPR technology as well as ongoing research and support services, including participation in a joint steering committee (“JSC”).

The transaction price was determined to be $ 14.8 million, which represents the fair value of the Company's equity interest in SparingVision at the time of closing.

The Company allocated the full transaction price to the combined performance obligation, which was recorded as deferred revenue upon execution of the agreement.

The Company will use a costs-incurred input method to recognize revenue, measuring the progress of the programs based on the costs incurred against budget, which in management's judgment is the best measure of progress towards satisfying the performance obligation.

Effective November 2024, SparingVision provided notice to the Company to terminate one of their three ocular targets due to a reprioritization strategy.

The Company recognized $ 2.5 million, $ 1.8 million and $ 0.2 million in revenue related to the SparingVision LCA for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and December 31, 2023 , the Company had $ 0.6 million and $ 0.5 million in accounts receivable, respectively, related to the SparingVision LCA.

As of December 31, 2024 and December 31, 2023 , the Company had deferred revenue of $ 12.5 million and $ 13.9 million, respectively, related to the SparingVision LCA, which is expected to be recognized over a six to nine year period from the signing of the agreement.

ReCode Therapeutics, Inc.

On February 14, 2024, the Company entered into a license, collaboration and option agreement with ReCode (the “ReCode LCA”), a clinical-stage genetic medicines company, to develop novel genomic medicines for the treatment of cystic fibrosis (“CF”).

The ReCode LCA leverages the Company’s proprietary CRISPR-based gene editing platform, including its deoxyribonucleic acid (“DNA”) writing technology, and ReCode’s proprietary Selective Organ Targeting (“SORT”) LNP delivery platform to precisely correct one or more CF disease-causing gene mutations.

As part of the agreement, the companies will focus initial research efforts on therapeutic approaches that address CF for patients who have limited or no treatment options available, with the opportunity to expand the scope of the collaboration in later phases.

The Company will be responsible for the design of the editing strategy and research-grade components for the investigational therapies.

ReCode will lead the subsequent preclinical and clinical development and worldwide commercialization for certain programs arising from the collaboration.

The Company also has an option to lead commercialization in the U.S.

for certain programs (the “Co/Co option”).

The ReCode LCA did not include an exchange of upfront consideration between the parties.

The Company will be eligible to receive pre-specified development and commercial milestone payments, up to $ 262.0 million per product, as well as single digit

royalties on potential sales.

Certain milestone and royalty payments may be removed or reduced for a product if the Company exercises the Co/Co option.

The Company is entitled to cost reimbursements for certain research activities, which will be recorded as revenue.

The Company did not recognize material revenue from the ReCode LCA during the year ended December 31, 2024.

Other Agreements

The Company has existing license and collaboration agreements with AvenCell, Kyverna, and ONK Therapeutics, Ltd.

Since December 31, 2023, there have been no material changes to the key terms of the AvenCell, Kyverna and ONK license and collaboration agreements.

Revenue Recognition:

Collaboration Revenue.

The Company recognized $ 1.8 million and $ 0.2 million in revenue related to the SparingVision LCA for the years ended December 31, 2023 and 2022, respectively.

The Company did no t recognize collaboration revenue in the year ended December 31, 2021 related to the SparingVision LCA.

As of December 31, 2023 and 2022, the Company had $ 0.5 million and $ 0.1 million in accounts receivable, respectively, related to the SparingVision LCA.

As of December 31, 2023 and 2022, the Company had deferred revenue of $ 13.9 million and $ 14.7 million related to the SparingVision LCA, respectively, which is expected to be recognized over a six to nine year period from the signing of the agreement.

During the year ended December 31, 2024, the Company recognized $ 21.0 million of previously eliminated intra-entity profit related to its license and collaboration agreement with AvenCell (the “AvenCell LCA”) in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2023 and 2022, the Company recognized $ 13.2 million and $ 22.8 million in revenue related to the AvenCell LCA, after eliminating $ 6.6 million and $ 11.4 million in intra-entity profits during those respective periods.

The eliminated revenue was deferred and excluded from the results of operations of the Company until the first quarter of 2024.

The Company did no t recognize material revenue related to materials shipments under the AvenCell LCA during the years ended December 31, 2024, 2023 and 2022 and did no t recognize material contra-revenue under the AvenCell Co/Co agreement during the years ended December 31, 2024 and 2023.

The Company recognized $ 2.0 million of contra-revenue during the year ended December 31, 2022.

The Company had no material accounts receivable from AvenCell or accrued expenses related to AvenCell agreements as of December 31, 2024 and 2023.

The Company did no t recognize material revenue from Kyverna during the years ended December 31, 2024 and 2023 and recognized $ 6.6 million during the year ended December 31, 2022.

The Company did no t recognize material revenue from ONK during the years ended December 31, 2024, 2023 and 2022.

Investments and Other Assets

Investments and other assets consisted of the following:

(In thousands)

Investment in Kyverna

Other investments

Restricted cash equivalents, long-term

Prepaid expenses and other assets, long-term

Total investments and other assets

Kyverna Therapeutics, Inc.

In December 2021, the Company and Kyverna, a cell therapy company engineering a new class of therapies for autoimmune and inflammatory diseases, entered into a licensing and collaboration agreement (the “Kyverna LCA”), for the development of an allogeneic CD19 CAR-T cell therapy for the treatment of a variety of B cell-mediated autoimmune diseases.

Since December 31, 2022, there have been no material changes to the key terms of the Kyverna LCA.

For further information on the terms and conditions of this agreement, see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2022.

Revenue Recognition:

Collaboration Revenue.

The Company had recognized revenue from the Kyverna LCA in full as of March 31, 2023, including $ 0.4 million and $ 6.6 million in revenue for the years ended December 31, 2023 and 2022, respectively .

The Company recognized approximately $ 0.1 million in revenue in the year ended December 31, 2023 related to materials shipped to Kyverna.

The Company did no t recognize any revenue for the year ended December 31, 2021 re lated to the Kyverna LCA.

As of December 31, 2023, the Company had $ 0.1 million in accounts receivable related to the Kyverna LCA.

As of December 31, 2022, the Company did no t have accounts receivable related to the Kyverna LCA.

As of December 31, 2023, the Company did no t have deferred revenue related to the Kyverna LCA.

As of December 31, 2022 the Company had deferred revenue of $ 0.4 million related to the Kyverna LCA.

ONK Therapeutics, Ltd.

On February 12, 2022 the Company entered into a license, collaboration and option agreement (the “ONK LCA”) with ONK, an innovative company dedicated to developing optimally engineered natural killer (“NK”) cell therapies to cure patients with cancer.

Since December 31, 2022, there have been no material changes to the key terms of the ONK LCA.

Revenue Recognition:

Collaboration Revenue.

The Company recognized $ 0.2 million and $ 0.1 million in revenue for the years ended December 31, 2023 and 2022, respectively, related to materials shipped in accordance with the ONK LCA.

As of December 31, 2023, the Company did no t have accounts receivable related to the ONK LCA.

As of December 31, 2022, the Company had $ 0.1 million in accounts receivable related to the ONK LCA.

Equity-Method Investment and Other Investments

In February 2024, Kyverna completed an initial public offering of its common stock (the “Kyverna IPO”).

Prior to the Kyverna IPO, the Company accounted for its investment in Kyverna using the measurement alternative as Kyverna was a private company with no readily observable transaction price, and the investment was valued at $ 10.0 million as of December 31, 2023 and 2022.

As of December 31, 2024, the Company’s investment in Kyverna is valued at $ 4.4 million .

The Company recognized an unrealized loss of $ 5.6 million , recorded within “change in fair value of investments, net” in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2024, associated with changes in the fair value of Kyverna’s common stock.

AvenCell Therapeutics, Inc.

In July 2021, the Company, Cellex and BXLS established AvenCell, a joint venture and privately held company.

In exchange for contributing an exclusive license to the joint venture, the Company entered into a Preferred Stock Purchase Agreement with AvenCell for a 33.33 % equity interest in AvenCell at the time of the initial closing.

Cellex and BXLS each equally owned the remaining 66.67 % at that time.

The Company has significant influence over, but does not control, AvenCell through its noncontrolling representation on AvenCell’s Board of Directors and the Company’s equity interest in AvenCell.

The Company has determined that the preferred stock it owns is in-substance common stock.

The Company is not the primary beneficiary as it does not have the power to direct the activities of AvenCell that most significantly impact AvenCell’s economic performance.

Accordingly, the Company does not consolidate the financial statements of AvenCell and accounts for its investment using the equity method of accounting.

The Company recorded the initial investment in AvenCell of $ 62.9 million in “Equity method investments” on its consolidated balance sheet.

Due to the timing and availability of AvenCell’s financial information, the Company records its share of losses from AvenCell on a quarterly basis on a one-quarter lag.

The Company evaluates material events occurring during the quarter lag to determine whether the effects of any such events should be disclosed in the financial statements.

The Company’s share of AvenCell ’s losses were $ 14.1 million, $ 14.3 million and $ 1.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are reflected in its operating results and comprehensive loss.

The Company eliminated intra-entity profit of $ 6.6 million, $ 11.4 million and $ 2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Note 9).

The carrying value of the Company ’ s investment in AvenCell was $ 11.8 million and $ 32.5 million as of December 31, 2023 and 2022, respectively.

In February 2024, AvenCell notified the Company that it is evaluating the valuation of its intangible assets for potential impairment which may result in the reduction of the Company’s equity method investment.

AvenCell’s financial statements for the three months ended December 31, 2023, had not been finalized at the time the Company’s financial statements were issued.

At December 31, 2023, the maximum exposure to loss is limited to the Company’s equity investment in the joint venture as adjusted for intra-entity profits that have been deferred to date.

As of December 31, 2023 , the Company held a 33.33 % equity interest in AvenCell and accounted for its investment using the equity method of accounting, as the Company had significant influence, but not control, over AvenCell, and the investment was valued at $ 11.8 million.

During the first quarter of 2024, in conjunction with the completion of a debt financing, AvenCell increased the size of their board, with a single investor having control over AvenCell’s operational and financial decisions.

From that point forward, the Company no longer had the ability to exercise significant influence over AvenCell, and therefore the Company’s investment in AvenCell has been accounted for in accordance with ASC 321, Investments in Equity Securities (“ASC 321”) and AvenCell is no longer considered to be a related party.

The transition from equity method accounting to ASC 321 required the Company to reclassify $ 2.1 million from accumulated other comprehensive loss amounts and recognize $ 21.0 million of previously eliminated intra-entity profit, both of which resulted in an increase in the carrying value of the investment in AvenCell.

In the fourth quarter of 2024, AvenCell completed a Series B

financing, which represented an observable price change in the investment in AvenCell.

As a result of this observable price change, the carrying value of the Company’s investment in AvenCell was reduced to $ 7.9 million.

The Company recognized an unrealized loss of $ 27.0 million, recorded within “Change in fair value of investments, net” in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2024, associated with changes in the fair value of its investment in AvenCell.

SparingVision SAS

In connection with the SparingVision LCA (see Note 9), the Company received 83,316 shares of Series A2 Preferred Stock (“Series A2”).

Attached to each share of Series A2, the Company received three warrants for the right to purchase additional Series A2 shares at designated prices that are subject to certain vesting conditions (collectively referred to as the “SparingVision investments”).

The Company accounts for the SparingVision investments using the measurement alternative as SparingVision is a private company and there is no readily observable transaction price.

The Company recorded the initial investment in SparingVision of $ 14.8 million in “Investments and other assets” on its consolidated balance sheet.

There have been no changes in the valuation of the investment in SparingVision as of December 31, 2023.

Kyverna Therapeutics, Inc.

In connection with the Kyverna LCA (see Note 9), the Company received 3,739,515 shares of Series B Preferred Stock with a fair value of $ 7.0 million.

The Company separately made an additional investment in Kyverna, purchasing 1,602,649 shares of Series B Preferred Stock in exchange for $ 3.0 million in cash (collectively referred to as the “Kyverna investments”).

As of December 31, 2023, t he Company accounted for the Kyverna investments using the measurement alternative as Kyverna was a private company with no readily observable transaction price.

The Company recorded the initial investment in Kyverna of $ 10.0 million in “Investments and other assets” on its condensed consolidated balance sheet.

There have been no changes in the valuation of the investment in Kyverna as of December 31, 2023.

In February 2024, Kyverna announced the completion of its IPO and its common stock began trading on the Nasdaq Global Select Market under the ticker symbol “KYTX” .

Rewrite Acquisition

In February 2022, the Company entered into an Agreement and Plan of Merger by and among the Company, Rewrite, RW Acquisition Corp.

and Shareholder Representative Services, LLC as Securityholder representative (the “Rewrite Merger Agreement”).

Under the Rewrite Merger Agreement, the Company paid Company Securityholders (as defined in the Rewrite Merger Agreement) (the “Rewrite Holders”) upfront consideration in an aggregate amount of $ 45.0 million, excluding customary purchase price adjustments and closing costs, payable in cash.

Pursuant to the Rewrite Merger Agreement, the Company acquired all of the issued and outstanding shares of Rewrite.

The Rewrite transaction resulted in the acquisition of certain know-how and IP assets related to Rewrite’s proprietary DNA writing technology.

The Company’s management determined that the acquired assets do not meet the definition of a business pursuant to ASC 805, Business Combinations , as substantially all of the fair value of the acquired assets is concentrated into one identifiable asset, the DNA writing technology.

As of the date of closing of the transactions contemplated by the Rewrite Merger Agreement (the “Rewrite Merger Agreement Date”), the asset acquired had no alternative future use and had not reached a stage of technological feasibility.

As a result, all payment obligations were recorded as research and development expense in the condensed consolidated statements of operations and other comprehensive loss in the amount of $ 56.0 million.

The total transaction price was allocated to the assets acquired and liabilities assumed on a relative fair value basis.

In addition, the Rewrite Holders are eligible to receive up to an additional $ 155.0 million, including $ 55.0 million upon the achievement of pre-specified research milestones and $ 100.0 million upon the achievement of a regulatory approval milestone, payable through a mixture of $ 130.0 million in cash and $ 25.0 million in a combination of cash and the Company’s common stock which would be valued using the volume-weighted average price of the Company’s Common Stock over the ten consecutive trading day period ending on and including the trading day that is two trading days immediately prior to the issuance of the consideration issued in connection with the applicable milestone.

In September 2022, Rewrite merged into Intellia, with Intellia the surviving entity.

In January 2023, the $ 25.0 million research milestone noted above was achieved and, in February 2023, the Company paid the Rewrite Holders $ 0.9 million in cash and issued 567,045 shares of Intellia common stock in order to fulfill its obligation under the Rewrite Merger Agreement.

The cash obligation was recorded as research and development expense in the consolidated statement of operations

and other comprehensive loss in the first quarter of 2023.

The Company had determined that the research milestone settled in the Company’s common stock would be classified as a contingent consideration liability under ASC 480 and, therefore, the Company initially recorded a liability for this milestone payment as of the Rewrite Merger Agreement Date at its original fair value of $ 10.5 million.

The contingent consideration liability was remeasured at fair value each financial reporting period, with the resulting impact reflected in the Company’s consolidated statements of operations and other comprehensive loss, presented within other income (expense).

The remaining milestones to be settled in cash would be recorded when the contingency is resolved and the consideration is paid or becomes payable.

The transaction price on the Rewrite Merger Agreement Date was determined and allocated as follows (in thousands):

Transaction Price

Upfront cash consideration

Research contingent consideration liabilities

Transaction costs

Total transaction price

Transaction Price Allocated

In-process research and development

Cash acquired

Other current assets acquired

Other liabilities assumed

Total transaction price

Property Leases - Commenced

As of December 31, 2024 and December 31, 2023, the carrying value of the Company’s investment in SparingVision, included within “Other investments” in the table above, was $ 14.6 million .

Property Leases

The Company leases approximately 230,000 square feet of real estate, including laboratory and office space in Cambridge, Massachusetts, and the surrounding areas.

The Company’s leases have remaining terms ranging from one to approximately nine years.

The Company’s leases have remaining terms ranging from approximately one to twelve years.

Certain leases include options to renew, exercised at the Company’s sole discretion, with varying renewal terms that can extend the lease term for an additional three to five years.

All of the Company’s leases qualify as operating leases.

In January 2023, the Company executed a sublease for approximately 13,000 square feet of space of laboratory and office space in Cambridge, Massachusetts for a term of approximately three years.

The sublease agreement grants an option to renew the term for one additional year.

Property Leases – Not Yet Commenced

In February 2022, the Company entered into an agreement to lease approximately 140,000 square feet of office, general laboratory and planned good manufacturing practice (“GMP”) manufacturing space at 840 Winter Street in Waltham , Massachusetts (the “840 Winter Lease”).

The Company has committed to making at least $ 146.0 million in rental payments over a lease term of 144 months estimated to begin in the second half of 2024.

The Company has the option to extend the 840 Winter Lease for two five-year terms.

In June 2023, the Company executed an amendment to the 840 Winter Lease, which outlines the Company’s and the landlord’s responsibilities regarding the construction of the leased space.

The Company will be responsible for the oversight of the construction of the tenant improvements, which will be primarily funded by a tenant improvement allowance of up to $ 400 per rentable square foot, a portion of which would be repaid over the term of the lease with interest.

The Company will also be responsible for certain future construction costs to the extent that they exceed the tenant improvement allowance.

The Company anticipates a phased move-in process during the second half of 2024.

As of December 31, 2023, the Company had not taken control of the premises and therefore there are no right of use assets or liabilities recorded related to the 840 Winter Lease under ASC 842, Leases (Topic 842) ( “ ASC 842 ” ).

Throughout the term of its leases, the Company is responsible for paying certain costs and expenses, in addition to the rent, as specified in the lease, including a proportionate share of applicable taxes, operating expenses and utilities.

The variable portion of these costs are expensed as incurred and are disclosed as variable lease costs.

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases:

In February 2022 and subsequently amended in June 2023, the Company entered into an agreement to lease approximately 140,000 square feet of office, general laboratory and manufacturing space at 840 Winter Street in Waltham , Massachusetts (the “840 Winter Lease”).

In November 2024 the Company determined, in accordance with ASC 842, that the criteria for commencement of the lease had been met as the lessor had made the space available for the Company’s use.

The Company recorded a right of use asset of $ 125.7 million and a lease liability of $ 113.1 million related to the 840 Winter Lease.

The difference between the right-of-use asset and the lease liability of $ 12.6 million relates to prepaid rent.

The initial term of the 840 Winter Lease was twelve years , ending in September 2036 .

The Company had options to extend the lease for two five-year terms, which were not reasonably certain of exercise as of the commencement date.

The 840 Winter Lease is subject to 3 % fixed rate rent escalations and requires the Company to make monthly payments for operating costs such as real estate taxes, maintenance costs, and utilities.

These costs are variable in nature and have therefore been excluded from consideration in the contract.

Refer to Note 16 for further information regarding the 840 Winter Lease.

In January 2023, the Company executed a sublease for approximately 13,000 square feet of laboratory and office space in Cambridge, Massachusetts for a term of approximately three years.

The sublease agreement grants an option to renew the term for one additional year.

The following table contains a summary of the lease costs recognized and other information pertaining to the Company’s operating leases:

Year Ended December 31,

26 unchanged sentences

General and administrative

Amended and Restated 2015 Stock Option and Incentive Plan

Stock Option and Incentive Plans

In April 2016, the Company adopted the Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”).

1 unchanged sentence

Recipients of incentive stock options and non-qualified stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to the fair value of such stock on the grant date.

The Company maintains a retirement policy for equity awards granted to all employees (the “Retirement Policy”), which applies to all equity awards granted after July 1, 2022 to employees who meet certain retirement eligibility criteria set forth in the Retirement Policy

(the “Retirees”).

Pursuant to the terms of the Retirement Policy, upon a Retiree’s eligible retirement:

(i) all stock options held by the Retiree will continue to vest following the Retiree’s retirement date according to the original vesting schedule of the option until fully vested and all vested stock options held by such Retiree will remain exercisable until the earlier of the five-year anniversary of the Retiree’s retirement date or the original expiration date of the option, (ii) all unvested time-based RSUs held by the Retiree will vest in full on the Retiree’s retirement date and (iii) all unvested performance-based awards held by the Retiree will remain outstanding following the Retiree’s retirement date and the Retiree will remain eligible to earn a pro-rated portion of such performance-based awards at the end of the performance period based on actual performance during the performance period.

As of December 31, 2024, there were 4,809,483 shares available for future issuance under the 2015 Plan.

The number of shares reserved for issuance under the 2015 Plan will be cumulatively increased on each January 1 st by four percent of the number of shares of stock issued and outstanding on the immediately preceding December 31 st or such lesser number of shares of stock as determined by the board of directors.

In June 2024, the Company adopted the 2024 Inducement Plan (the “Inducement Plan”).

The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, RSAs, RSUs, unrestricted stock awards and dividend equivalent rights to individuals who are not employed by the Company.

Recipients of non-qualified stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to the fair value of such stock on the grant date.

In accordance with the Inducement Plan, 850,000 shares of common stock were reserved for future issuance;

there were 368,902 shares available for future issuance under the Inducement Plan as of December 31, 2024.

Restricted Stock Units

4 unchanged sentences

Unvested restricted stock units as of December 31, 2024

In March 2023, the Company granted 2,195,135 RSUs with a service condition to employees as part of their annual grant, which have the potential to vest over a period of three years .

The weighted average grant date fair value of these RSUs was $ 40.75 and the vesting start date for these RSUs was January 1, 2023.

Also in March 2023, 181,743 market-based RSUs were granted to senior executives as part of their annual grant.

These RSUs have the potential to vest after a period of three years , with a vesting start date of January 1, 2023, and the number of shares to be delivered will depend on the Company’s Total Shareholder Return (“TSR”), a market condition, over that period relative to a defined group of biotechnology companies.

The grant date fair value for these RSUs, calculated using a Monte Carlo valuation model, was $ 68.55 .

The following assumptions were used to determine the grant date fair value:

Restricted Stock Units - Service Awards

The Company awards RSUs with a service condition to new employees upon hire, non-employee directors upon appointment, and to existing employees and non-employee directors as part of their annual grant.

RSUs with a service condition granted to new and existing employees, and to non-employee directors upon appointment, under the 2015 Plan in 2024 and 2023 and the Inducement Plan in 2024 generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting annually over the remaining two years.

RSUs granted to non-employee directors with a service condition as part of their annual grant generally vest on the first anniversary of the original vesting date.

In the year ended December 31, 2024, the Company granted 2,828,675 RSUs with a service condition to new and existing employees and non-employee directors, which have the potential to vest over a period of one to three years .

The weighted average grant date fair value of these RSUs was $ 29.90 .

Unvested restricted stock units as of December 31, 2024 in the table above includes 4,596,901 RSUs that are service-based.

Restricted Stock Units - Market Awards

In 2024, 2023 and 2022, market-based RSUs were granted to senior executives .

These RSUs have the potential to vest after a period of three years , with a vesting start date of January 1, 2024, 2023 and 2022, respectively, and the number of shares to be delivered will depend on the Company ’s Total Shareholder Return (“TSR”), a market condition, over that period relative to a defined group of biotechnology companies.

The number of market-based RSUs granted in the year ended December 31, 2024 , 2023 and 2022 was 286,084 , 181,743 and 55,144 , respectively.

The grant date fair value for the market-based RSUs, calculated using a Monte Carlo valuation model, was $ 51.12 , $ 68.55 and $ 126.49 , respectively.

The following assumptions were used to determine the grant date fair value for the three years, respectively:

risk free interest rate:

expected dividend yield:

4.28 %, 4.60 % and 1.44 %;

expected volatility:

expected term (in years):

In March 2022, the Company granted 794,424 RSUs with a service condition to employees as part of their annual grant, which have the potential to vest over a period of three years .

The weighted average grant date fair value of these RSUs was $ 79.85 and the vesting start date for these RSUs was January 1, 2022.

Also in March 2022, 55,144 RSUs were granted to senior executives as part of their annual grant.

These RSUs have the potential to vest after a period of 3 years , with a vesting start date of January 1, 2022, and the number of shares to be delivered will depend on the Company’s TSR, a market condition, over that period relative to a defined group of biotechnology companies.

The grant date fair value for these RSUs, calculated using a Monte Carlo valuation model, was $ 126.49 .

77.2 %, 84.34 % and 82.53 %.

The expected term for all grants was approximately 3.0 years;

the expected dividend yield was 0.0 %.

Unvested restricted stock units as of December 31, 2024 in the table above includes 468,277 RSUs that are market-based.

Restricted Stock Units - Performance-Based Awards with TSR Multiplier

Also in 2024, performance-based RSUs (“PSUs”) with a relative TSR modifier were granted to senior executives.

The number of PSUs with a relative TSR modifier granted in the year ended December 31, 2024 was 486,617 .

These PSUs, to the extent earned, shall vest on January 1, 2027, and the number of shares to be delivered will be determined based upon the achievement of certain performance goals, which can range from 0 % to 200 %.

Following the determination of the achievement of performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a TSR modifier, which can range from 75 % to 125 %.

The grant date fair value for these PSUs, calculated using a Monte Carlo valuation model, was $ 36.16 .

The following assumptions were used to determine the grant date fair value:

risk free interest rate:

expected dividend yield:

expected volatility:

expected term (in years):

The Company also granted 66,296 performance-based RSUs in March 2022 to certain non-executive employees that would vest upon obtaining certain scientific milestones.

expected term:

approximately 3.0 years;

expected dividend yield:

The Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares that will vest based upon the probability of achieving the performance goals.

Unvested restricted stock units as of December 31, 2024 in the table above includes 437,934 PSUs with a TSR multiplier.

Restricted Stock Units - Performance-Based Awards

In 2022, the Company granted 66,296 performance-based RSUs to certain non-executive employees that would vest upon obtaining certain scientific milestones.

There were two separate tranches, each attached to a different set of milestones.

The milestone related to the first tranche, made up of 21,878 RSUs, was achieved in the first quarter of 2023 and these RSUs vested.

The remaining performance milestones were considered not probable of achievement as of December 31, 2023 and, therefore, no related stock-based compensation was recorded during the period then ending for those RSUs.

RSUs granted under the 2015 Plan in 2023 generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting annually over the remaining two years.

The weighted-average grant date fair value of RSUs granted for the years ended December 31, 2023, 2022 and 2021 was $ 41.30 , $ 70.90 and $ 73.81 , respectively.

The total fair value of RSUs vested (measured on the date of vesting) for the years ended December 31, 2023, 2022 and 2021 was $ 24.9 million, $ 10.4 million and $ 14.1 million, respectively.

As of December 31, 2023, there was $ 125.2 million of unrecognized stock-based compensation expense related to RSUs that are expected to vest;

The remaining performance milestones were considered not probable of achievement as of December 31, 2024 and, therefore, no related stock-based compensation expense was recorded during the period then ending.

Unvested restricted stock units as of December 31, 2024 in the table above includes 44,418 performance-based RSUs.

The weighted-average grant date fair value of all RSUs granted during the year ended December 31, 2024, 2023 and 2022 was $ 32.43 , $ 41.30 and $ 70.90 , respectively.

The total fair value of RSUs vested (measured on the date of vesting) for the year ended December 31, 2024, 2023 and 2022 was $ 40.0 million , $ 24.9 million and $ 10.4 million, respectively.

As of December 31, 2024, there was $ 106.5 million of unrecognized stock-based compensation expense related to all RSUs that are expected to vest.

These costs are expected to be recognized over a weighted average remaining vesting period of 1.6 years .

Stock Options

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 28.92 , $ 57.23 and $ 54.09 per option for options granted during the years ended December 31, 2023, 2022 and 2021, respectively.

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 21.21 , $ 28.92 and $ 57.23 per option for those options granted during the year ended December 31, 2024 , 2023 and 2022, respectively.

Weighted average assumptions used to apply this pricing model were as follows:

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Risk-free interest rate

Expected life of options

Expected term of options

Expected volatility of underlying stock

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Expected Volatility.

Beginning in the first quarter of 2023, expected volatility is estimated based on actual movements in the Company’s stock price over the most recent historical periods, over the expected term of their stock option grants.

Prior to 2023, the expected volatility was derived from a blend of the Company’s historical volatility and an average of the historical stock volatilities of several peer companies within the Company’s industry, both over a period equivalent to the expected term of the stock option grants.

Expected volatility is estimated based on actual movements in the Company’s stock price over the most recent historical periods, over the expected term of their stock option grants.

Expected Dividend Yield.

The expected dividend yield assumption is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends.

Stock options granted under the 2015 Plan in 2023 generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining two years, unless they contain specific performance-based vesting provisions.

The maximum term of stock options granted under the 2015 Plan is ten years.

The Company uses the market closing price of its common stock as reported on the Nasdaq Global Select Market to determine the fair value of the shares of common stock underlying stock options.

The Company has not paid cash dividends and has no intention to pay cash dividends in the future.

Stock options generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining two years, unless they contain specific vesting provisions.

The maximum term of stock options granted under the 2015 Plan and the Inducement Plan is ten years.

The following is a summary of stock option activity for the year ended December 31, 2024:

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Exercisable at December 31, 2024

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 7.6 million, $ 42.8 million, and $ 262.0 million, respectively.

As of December 31, 2023, there was $ 56.1 million of unrecognized compensation cost related to stock options that have not yet vested;

these costs are expected to be recognized over a weighted average remaining vesting period of 1.4 years.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the year ended December 31, 2024, 2023 and 2022 was $ 3.1 million , $ 7.6 million, and $ 42.8 million, respectively.

As of December 31, 2024, there was $ 22.2 million of unrecognized compensation cost related to stock options that have not yet vested, which are expected to be recognized over a weighted average remaining vesting period of 1.1 years.

Employee Stock Purchase Plan

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As of December 31, 2024 , there were 856,897 shares available for future issuance under the 2016 Plan.

The number of shares reserved for issuance under the 2016 Plan shall be cumulatively increased by the lesser of a) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, b) 500,000 shares of common stock, or c) such lesser number of shares of common stock as determined by the board of directors.

During the years ended December 31, 2023, 2022, and 2021, the Company issued 142,079 , 77,618 , and 30,897 shares of common stock under the 2016 Plan, respectively.

The weighted-average purchase prices of shares issued under the 2016 Plan were $ 27.65 , $ 34.15 and $ 65.51 per share for the years ended December 31, 2023, 2022, and 2021, respectively.

The fair value of the awards issued under the 2016 Plan to employees was estimated at the beginning of the offering period using a Black-Scholes option-pricing model with the following assumptions:

The number of shares reserved for issuance under the 2016 Plan will be cumulatively increased on each January 1 st by the lesser of a) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31 st , b) 500,000 shares of common stock, or c) such lesser number of shares of common stock as determined by the board of directors.

During the year ended December 31, 2024, 2023 and 2022, the Company issued 220,590 , 142,079 and 77,618 shares of common stock under the 2016 Plan, respectively.

The weighted-average purchase prices of shares issued under the 2016 Plan were $ 13.54 , $ 27.65 and $ 34.15 per share for the year ended December 31, 2024, 2023 and 2022, respectively.

The fair value of shares under the 2016 Plan was estimated at the beginning of the offering period using a Black-Scholes option-pricing model with the following assumptions:

Year Ended December 31,

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Loss Per Share

The Company calculates basic loss per share by dividing net loss for each respective period by the weighted average number of common shares outstanding for each respective period.

The Company computes diluted loss per share after giving consideration to the dilutive effect of stock options and unvested restricted stock units that are outstanding during the period, except where such securities would be anti-dilutive.

Basic and diluted loss per share was calculated as follows:

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2022 Sale Agreement

In August 2019, the Company entered into an Open Market Sale Agreement (the “2019 Sale Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, common stock having aggregate gross proceeds of up to $ 150.0 million.

The Company agreed to pay cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2019 Sale Agreement.

Under the 2019 Sale Agreement, the Company issued 3,778,889 shares of its common stock.

During the first quarter of 2022, the Company issued 579,788 shares of its common stock, in a series of sales, at an average price of $ 69.43 per share, in accordance with the 2019 Sale Agreement for aggregate net proceeds of $ 38.9 million, after payment of cash commissions and legal, accounting and other fees in connection with the sales.

The 2019 Sale Agreement expired in the third quarter of 2022.

2022 Sale Agreement

In March 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sale Agreement”) with Jefferies, under which Jefferies is able to offer and sell, from time to time in “at-the-market” offerings, shares of the Company’s common stock having aggregate gross proceeds of up to $ 400.0 million.

The Company agreed to pay cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2022 Sale Agreement.

Through December 31, 2023, the Company issued 7,518,163 shares of its common stock under the 2022 Sale Agreement.

During the year ended December 31, 2023, the Company issued 4,122,824 shares of its common stock, in a series of sales, at an average price of $ 30.57 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $ 121.9 million, after payment of cash commissions and legal, accounting and other fees in connection with the sales.

In 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sale Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, shares of the Company’ s common stock having aggregate gross proceeds of up to $ 400.0 million.

I n February 2024, the Company entered into an amendment to the 2022 Sale Agreement (the “2022 Sale Agreement, as amended”) to increase the size of the at-the-market offering program from $ 400.0 million to $ 750.0 million.

The Company agreed to pay cash commissions of up to 3.0 % of the gross proceeds of sales of common stock under the 2022 Sale Agreement, as amended.

Through December 31, 2024, the Company issued 14,522,533 shares of its common stock under the 2022 Sale Agreement, as amended.

During the year ended December 31, 2024 , the Company issued 7,004,370 shares of its common stock, in a series of sales, at an average price of $ 25.68 per share, in accordance with the 2022 Sale Agreement, as amended, for aggregate net proceeds of $ 174.8 million , after payment of cash commissions and approximately $ 0.3 million related to legal, accounting and other fees in connection with the sales.

As of December 31, 2023, $ 2.1 million of these proceeds are included in “Prepaid expenses and other current assets ” on the Company’s consolidated balance sheet, representing offerings with trade dates in December 2023 that were settled in January 2024.

As of December 31, 2023, $ 79.0 million in shares of common stock remain eligible for sale under the 2022 Sale Agreement.

Follow-on Offerings

On June 29, 2021, the Company entered into an underwriting agreement related to a public offering of 4,758,620 shares of its common stock , par value $ 0.0001 per share, including the exercise in full by the underwriters of their option to purchase an additional 620,689 shares at a public offering price of $ 145.00 per share.

The offering closed on July 2, 2021 and the Company received net proceeds of $ 648.3 million, after deducting the underwriting discount, commissions and offering expenses.

In November 2022, the Company entered into an underwriting agreement related to a public offering of 6,550,219 shares of its common stock, par value $ 0.0001 per share, at a public offering price of $ 45.80 per share.

In addition, the Company granted the underwriter an option exercisable for 30 days from the date of the agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 982,532 shares.

The offering closed on December 2, 2022 and the Company received net proceeds of $ 337.9 million, including the exercise in full of the underwriters' option to purchase additional shares, after deducting the underwriting discount, commissions and offering expenses.

Approval of Additional Authorized Shares

In June 2023, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 120,000,000 to 240,000,000 .

The increase in the number of authorized shares was approved by the holders of a majority of the outstanding shares of the Company’s common stock at its Annual Meeting of Stockholders held on June 14, 2023.

Related Party Transactions

In the ordinary course of business, the Company may purchase materials or supplies from entities that are associated with a party that meets the criteria of a related party of the Company.

These transactions are reviewed quarterly and to date have not been material to the Company’s consolidated financial statements.

The Company and AvenCell are parties to the AvenCell LCA, as described in Note 9.

The Company’s relationship with AvenCell is considered to be as a related party due to the Company’s 33.33 % investment in AvenCell being accounted for under the equity method.

The elimination of intra-entity profits results in the deferral of revenue that will be recognized if and when AvenCell commercializes a product with the Company ’ s license or abandons the related project.

Until such time, this revenue is indefinitely deferred and excluded from the results of operations of the Company.

The Company also recognized $ 0.2 million and $ 0.3 million related to materials shipped in accordance with the AvenCell LCA in the years ended December 31, 2023 and 2022, respectively.

The Company and AvenCell were also parties to the AvenCell Co/Co, under which the Company would co-develop and co-commercialize allogeneic universal CAR-T cell products for an immuno-oncology indication.

This agreement was terminated by the Company, and all obligations under the terminated agreement were completed in the second quarter of 2023.

The Company recognized $ 0.6 million and $ 2.0 million in contra-revenue in the years ended December 31, 2023 and 2022, respectively, related to the AvenCell Co/Co agreement.

The Company recognized $ 0.2 million in revenues related to the AvenCell Co/Co agreement for the year ended December 31, 2021.

As of December 31, 2023 , there was no remaining transaction price of the AvenCell LCA to be recognized.

During the year ended December 31, 2022, the Company issued 3,395,339 shares of its common stock, in a series of sales, at an average price of $ 57.43 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $ 189.0 million, after payment of cash commissions and legal, accounting and other fees in connection with the sales.

As of December 31, 2024, $ 249.1 million in shares of common stock remain eligible for sale under the 2022 Sale Agreement, as amended.

In 2015, the Company established the Intellia Therapeutics, Inc.

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The Company made matching contributions of $ 3.2 million , $ 3.3 million and $ 2.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Subsequent Event

On February 15, 2024, the Company announced a strategic collaboration with ReCode Therapeutics, Inc.

(“ReCode”), a clinical-stage genetic medicines company, to develop novel genomic medicines for the treatment of cystic fibrosis (“CF”).

CF is a genetic disease caused by mutations in the CFTR gene, leading to the accumulation of thick mucus in the lungs, digestive systems and other organs.

CF can result in life-threatening infections, respiratory failure and other serious complications.

The collaboration will leverage the Company’s proprietary CRISPR-based gene editing platform, including its DNA writing technology, and ReCode’s proprietary Selective Organ Targeting (“SORT” ) lipid nanoparticle delivery platform to precisely correct one or more CF disease-causing gene mutations.

The Company will be responsible for the design of the editing strategy and research-grade components for the investigational therapies.

ReCode will lead the subsequent preclinical and clinical development.

ReCode will also lead worldwide commercialization for certain programs arising from the collaboration.

The Company will be eligible to receive pre-specified development and commercial milestone payments, as well as royalties on potential sales.

The Company may also exercise an option to lead commercialization in the U.S.

for certain programs.

Subsequent Events

Strategic Reorganization

In January 2025, the Company announced the prioritization of its current and near-term clinical programs and a strategic restructuring to streamline its operations.

The pipeline prioritization is intended to focus resources on high value programs, NTLA-2002 and nex-z, to ensure efficient execution, achieve near-term clinical milestones, and prepare Intellia for commercial launch.

As part of this prioritization, the Company discontinued development of NTLA-3001 for the treatment of alpha-1 antitrypsin deficiency-associated lung disease and select research-stage programs.

In connection with this portfolio prioritization and strategic restructuring, the Company implemented a net reduction of its employee headcount by approximately 27 %, which will take place over 2025.

The Company estimates that it will incur charges of approximately $ 8.0 million for severance and other employee termination-related costs, primarily in the first quarter of 2025.

These costs consist primarily of cash expenditures related to severance payments.

The Company estimates that the workforce reduction will be substantially completed in the first quarter of 2025.

The estimate of costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the actions described above.

Real Estate Transactions

Tech Square Lease

On February 18, 20 25, the Company entered into a Lease Agreement (the “Tech Square Lease”) with ARE-Tech Square, LLC, an affiliate of Alexandria Real Estate Equities, Inc.

(the “Tech Square Landlord”) for office and laboratory space located at 400 Technology Square, Cambridge, Massachusetts (“400 Tech Square”).

Under the terms of the Tech Square Lease, the Company will initially lease approximately 101,000 square feet at 400 Tech Square (the “Initial Tech Square Premises”), which will supplement, and eventually replace certain parts of, the Company’s current leased premises in Cambridge, Massachusetts.

In addition, the Tech Square Lease will expand, in two tranches, to include approximately 46,000 square feet of additional office and laboratory space at 400 Tech Square (the “Additional Tech Square Premises”) when each such space becomes available.

The Tech Square Lease is expected to commence on July 1, 2025 (the “Commencement Date”) with respect to the Initial Tech Square Premises, and the Company’s obligation to pay rent will start on the date that is approximately 14 months after the Commencement Date (the “Rent Commencement Date”).

In addition, the lease of the Additional Tech Square Premises will commence when the Tech Square Landlord delivers such space to the Company, which is anticipated to occur in December 2027 and January 2028 (in each case, an “Additional Premises Commencement Date”), and the Company’s obligation to pay rent for such Additional Tech Square Premises will start on the date that is approximately 14 months after each Additional Premises Commencement Date (in each case, an “Additional Premises Rent Commencement Date”).

The Company shall not be obligated to pay the base rent for the applicable premises for three months after the Rent Commencement Date and each Additional Premises Rent Commencement Date, as applicable.

The initial term of the Tech Square Lease is twelve years and three months following the Rent Commencement Date, and the Company has an option to extend the Tech Square Lease for an additional term of five years .

As of the Rent Commencement Date, the base rent under the Tech Square Lease is expected to be $ 108.00 per square foot per year, plus certain operating expenses and taxes;

provided that the initial base rent may adjust based on certain criteria set forth in the lease.

The base rent is subject to scheduled annual increases of 3 % on the anniversary of the Commencement Date.

In addition, the Tech Square Landlord will contribute up to $ 41.5 million toward the cost of construction and tenant improvements for the Initial Tech Square Premises, and an additional amount toward the cost of construction and tenant improvements for the Additional Tech Square Premises.

Winter Street Amendment

On February 18, 20 25, the Company entered into a Second Amendment to Lease (the “Winter Street Amendment”) that amends the 840 Winter Lease.

Pursuant to the Winter Street Amendment, the 840 Winter Lease will terminate on or before June 30, 2028 .

The Company will pay to the landlord lease modification payments totaling $ 78.0 million in three installments in February 2025, April 2025, and January 2026, and the Company will not pay any base rent, operating expenses or other costs pursuant to the 840 Winter Lease after January 2025.

EXHIBIT INDEX

Exhibit Index

Second Amended and Restated Certificate of Incorporation of the Registrant

Second Amended and Restated Certificate of Incorporation of the Registrant, as amended

Second Amended and Restated By-laws of the Registrant (1)

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First Amendment to Lease, dated as of April 5, 2019, by and between the Company and MIT 130 Brookline Leasehold LLC (8)

Fifth Amended and Restated Non-Employee Director Compensation Policy (4)

Lease Agreement, by and between the Registrant and 281-295 Albany Street Leasehold LLC, dated as of March 12, 2020 (12)

Seventh Amended and Restated Non-Employee Director Compensation Policy (14)

Lease, dated as of March 12, 2020, by and between the Company and 281-295 Albany Street Leasehold LLC (1)

Second Amendment to Lease, dated as of March 12, 2020, by and between the Company and MIT 130 Brookline Leasehold LLC (1)

Amendment No.

1 to the License and Collaboration Agreement, dated as of May 30, 2020 by and between the Company and Regeneron Pharmaceuticals, Inc.

Stock Purchase Agreement, dated as of May 30, 2020 by and between the Company and Regeneron Pharmaceuticals, Inc.

1, dated May 30, 2020, to the License and Collaboration Agreement, dated April 11, 2016, by and between the Company and Regeneron Pharmaceuticals, Inc.

Stock Purchase Agreement, dated May 30, 2020, by and between Intellia Therapeutics, Inc.

and Regeneron Pharmaceuticals, Inc.

Second Amended and Restated Corporate Bonus Plan, effective November 30, 2023 (16)

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Third Amendment to License and Collaboration Agreement by and between Registrant and Regeneron Pharmaceuticals, Inc., dated September 29, 2023 (13)

Intellia Therapeutics, Inc.

2024 Inducement Plan and forms of award agreements thereunder (15)

Lease Agreement by and between the Registrant and ARE-Tech Square, LLC, dated as of February 18, 2025

Second Amendment to Lease Agreement by and between the Registrant and ARE-Winter Street Property, LLC, dated as of February 18, 2025

Employment Agreement between Intellia Therapeutics, Inc.

and Edward Dulac (15)

Fourth Amended and Restated Insider Trading Policy

Subsidiaries of the Registrant

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Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, by John M.

Leonard, M.D., President and Chief Executive Officer of the Company, and Glenn Goddard, Executive Vice President, Chief Financial Officer of the Company (19)

Leonard, M.D., President and Chief Executive Officer of the Company, and Edward J.

Dulac III, Executive Vice President, Chief Financial Officer of the Company (17)

Intellia Therapeutics, Inc.

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333-210689) filed with the Securities and Exchange Commission on April 27, 2016

(4) Incorporated by reference to the Registration Statement on Registrant’s Quarterly Report on Form 10-Q (File No.

001-37766) filed with the Securities and Exchange Commission on May 5, 2022

(4) Incorporated by reference to the Registration Statement on Form S-1 (File No.

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001-37766) filed with the Securities and Exchange Commission on October 31, 2018

(9) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No.

001-37766) filed with the Securities and Exchange Commission on February 27, 2019

(8) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.

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001-37766) filed with the Securities and Exchange Commission on February 23, 2023

(12) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37766) filed with the Securities and Exchange Commission on May 7, 2020

(10) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

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001-37766) filed with the Securities and Exchange Commission on February 24, 2022

(13) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37766) filed with the Securities and Exchange Commission on November 9, 2023

(14) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37766) filed with the Securities and Exchange Commission on August 8, 2024

(15) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

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001-37766) filed with the Securities and Exchange Commission on February 22, 2024

(18) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37766) filed with the Securities and Exchange Commission on November 9, 2023

(17) The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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(Principal Executive Officer)

/s/ Glenn Goddard

/s/ Edward J.

Executive Vice President, Chief Financial Officer

February 27, 2025

Glenn Goddard

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

/s/ Michael P.

Vice President, Chief Accounting Officer

February 27, 2025

(Principal Accounting Officer)

/s/ Muna Bhanji

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Fred Cohen, M.D.

/s/ Brian Goff

February 27, 2025

/s/ Jesse Goodman

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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-K

Item 9A. Controls and Procedures