What changed in this filing

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Item 1. Financial Statements

2021-08-05 compared with 2021-05-06 · 151 added, 90 removed, 297 unchanged (45% of the section changed)

26 unchanged sentences

68,331,780 and 66,234,056 shares issued and outstanding at

March 31, 2021 and December 31, 2020, respectively

June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Collaboration revenue

7 unchanged sentences

Weighted average shares outstanding, basic and

Other comprehensive (loss) income:

Unrealized (loss) gain on marketable securities

Other comprehensive loss:

Unrealized loss on marketable securities

Comprehensive loss

3 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

9 unchanged sentences

Operating lease liabilities

Net cash used in operating activities

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

Maturities of marketable securities

Net cash (used in) provided by investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock through follow-on offerings,

net of issuance costs

Proceeds from issuance of common stock through at-the-market offerings,

net of issuance costs

Proceeds from issuance of common stock to Regeneron

Proceeds from options exercised

Issuance of shares through employee stock purchase plan

Net cash provided by financing activities

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Right-of-use assets acquired under operating leases

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

Offering costs unpaid at period end

See notes to condensed consolidated financial statements.

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Intellia Therapeutics, Inc.

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

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

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

The Company believes the breakthrough CRISPR/Cas9 technology has the potential to transform medicine by both producing therapeutics that permanently edit and/or correct disease-associated genes in the human body with a single dose of treatment and creating enhanced engineered cell therapies.

The Company’s combination of deep scientific, technical and clinical development experience, and proprietary innovations in genome editing and delivery technologies, along with its intellectual property (“IP”) portfolio, puts it in a position to unlock broad therapeutic applications of the CRISPR/Cas9 technology and create new classes of therapeutic products.

To fully realize the transformative potential of CRISPR/Cas9, the Company is pursuing two primary approaches.

The Company’s in vivo programs use intravenously administered CRISPR as the therapy, in which its proprietary delivery technology enables highly precise editing of disease-causing genes directly within specific target tissues.

The Company’s ex vivo programs use CRISPR to create the therapy by using engineered human cells to treat cancer and autoimmune diseases.

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

The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

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The Company periodically reviews its estimates in light of changes in circumstances, facts and experience.

The extent of the impact of the coronavirus disease 19 (“COVID-19”) pandemic on the Company’s operational and financial performance will depend on certain developments, including the length and severity of this pandemic, as well as its effect on our employees, collaborators and vendors, all of which are uncertain and cannot be predicted.

The extent of the impact of the coronavirus disease 19 (“COVID-19”) pandemic on the Company’s operational and financial performance will depend on certain developments, including the length and severity of this pandemic, as well as its effect on the Company’s employees, collaborators and vendors, all of which are uncertain and cannot be predicted.

The Company cannot reasonably estimate the extent to which the disruption may materially impact its consolidated results of operations or financial position.

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The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

Since its inception through March 31, 2021, the Company has raised an aggregate of $ 1,165.3 million to fund its operations, of which $ 275.0 million was through its collaboration agreements, $ 170.5 million was from its initial public offering (“IPO”) and concurrent private placements, $ 438.3 million was from follow-on public offerings, $ 196.5 million was from at-the-market offerings and $ 85.0 million was from the sale of convertible preferred stock.

The Company expects that its cash, cash equivalents and marketable securities as of March 31, 2021, as well as research and cost reimbursement funding from its collaboration agreement with Regeneron Pharmaceuticals, Inc.

(“Regeneron”) (see Note 7), 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 condensed consolidated financial statements.

Since its inception through June 30, 2021, the Company has raised an aggregate of approximately $ 1,166.1 million to fund its operations, of which $ 275.9 million was through its collaboration agreements, $ 170.5 million was from its initial public offering (“IPO”) and concurrent private placements, $ 438.3 million was from follow-on public offerings, $ 196.5 million was from at-the-market offerings and $ 85.0 million was from the sale of convertible preferred stock.

In July 2021, the Company closed an underwritten public offering of 4,758,620 shares of common stock at the public offering price of $ 145.00 per share, for aggregate estimated net proceeds of $ 648.1 million after deducting approximately $ 41.9 million in underwriting discounts

and estimated offering costs (see Note 13 for further details).

The Company expect s that its cash, cash equivalents and marketable securities as of June 3 0 , 20 2 1 , a long with the proceeds from the July 2 021 public offering of common stock , 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 condensed consolidated financial statements .

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included in the Annual Report for the year ended December 31, 2020.

There have been no material changes during the three months ended March 31, 2021, other than as noted below .

There have been no material changes during the six months ended June 30, 2021, other than as noted below .

Recent Accounting Pronouncements – Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes .

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Marketable Securities

The following table summarizes the Company’s available-for-sale marketable securities as of March 31, 2021 and December 31, 2020 at net book value:

March 31, 2021

The following table summarizes the Company’s available-for-sale marketable securities as of June 30, 2021 and December 31, 2020 at net book value:

June 30, 2021

Gross Unrealized

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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 March 31, 2021 and December 31, 2020, the balance in the Company’s accumulated other comprehensive (loss) income was composed of activity related to the Company’s available-for-sale marketable securities.

There were no realized gains or losses in the three months ended March 31, 2021 or for the year ended December 31, 2020.

At June 30, 2021 and December 31, 2020, the balance in the Company’s accumulated other comprehensive (loss) income was composed of activity related to the Company’s available-for-sale marketable securities.

There were no realized gains or losses in the six months ended June 30, 2021 or for the year ended December 31, 2020.

The Company did not reclassify any amounts out of accumulated other comprehensive (loss) income during this period.

The Company did not have any securities in a material unrealized loss position at March 31, 2021 or December 31, 2020.

The Company did not have any securities in a material unrealized loss position at June 30, 2021 or December 31, 2020.

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

Available-for-sale securities that are classified as noncurrent in the condensed 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 March 31, 2021 and December 31, 2020, the Company did no t hold any investments that matured beyond five years of the balance sheet date.

202 1 and December 31, 20 20 , the Company did no t hold any investments that matured beyond five year s of the balance sheet date .

Fair Value Measurements

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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.

As of March 31, 2021 and December 31, 2020, the Company’s financial assets recognized at fair value on a recurring basis consisted of the following:

Fair Value as of March 31, 2021

As of June 30, 2021 and December 31, 2020, the Company’s financial assets recognized at fair value on a recurring basis consisted of the following:

Fair Value as of June 30, 2021

(In thousands)

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The pricing services utilize industry standard valuation models and observable market inputs to determine value .

After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of March 31, 2021 or December 31, 2020.

After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2021 or December 31, 2 020.

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.

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Commitments and Contingencies

There have been no material changes to any of the outstanding litigation, nor is the Company a party to any new litigation, since December 31, 2020, except as described below.

There have been no material changes to any of the outstanding litigation, nor is the Company a party to any new litigation, since December 31, 2020, except as described b elow.

For further information please see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2020.

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Emmanuelle Charpentier), or any other of the Company’s IP.

On February 6, 2020, the panel clarified that the Caribou Award is limited to a particular on-going Caribou program, which seeks to develop a chimeric antigen receptor T (“CAR-T”) product directed at CD19.

As instructed by the panel, the parties have been negotiating the terms of the Caribou Award, including Caribou’s future payments to the Company.

On February 6, 2020, the panel clarified that the Caribou Award is limited to a particular on-going Caribou program, known as CB-010, which seeks to develop a chimeric antigen receptor T (“CAR-T”) product directed at CD19.

On June 16, 2021, the Company executed a Leaseback Agreement (“Leaseback”) with Caribou, which settles the ongoing arbitration.

Under the Leaseback negotiated by the parties, in exchange for an upfront payment, potential future regulatory and sales milestones, and single-digit royalties payable by Caribou, the Company has agreed to leaseback or sublicense certain CRISPR/Cas9 IP, including the Company’s chemical gRNA modification technology and foundational CRISPR/Cas9 IP, to Caribou so that it can develop and commercialize CB-010.

Caribou also will be responsible for any payments required in respect of the Company’s in-licensed IP.

The Company recorded $ 1.0 million within “Collaboration Revenue” on the condensed consolidated statements of operations and comprehensive loss for an upfront payment related to the Leaseback.

License Agreements

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

As of March 31, 2021, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable .

As of June 30, 2021, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable .

Collaborations

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.

As of March 31, 2021, the Company’s accounts receivable and contract liabilities were related to the Company’s collaboration with Regeneron.

As of March 31, 2020, the Company’s accounts receivable and contract liabilities were related to the Company’s collaborations with Regeneron and Novartis Institutes for BioMedical Research (“Novartis”).

The following table presents changes in the Company’s accounts receivable and contract liabilities during the three months ended March 31, 2021 and 2020 (in thousands):

As of June 30, 2021, the Company’s accounts receivable is made up of $ 1.0 million for an upfront payment related to the Leaseback with Caribou (see Note 6) and $ 1.0 million related to the collaboration with Regeneron, and the Company’s contract liabilities were related to its collaboration with Regeneron.

The following table presents changes in the Company’s accounts receivable and contract liabilities during the six months ended June 30, 2021 and 2020 (in thousands):

Balance at End

Three Months Ended March 31, 2021

Six Months Ended June 30, 2021

Accounts receivable

Contract liabilities:

Deferred revenue

Contract liabilities - Deferred revenue

Balance at End

Three Months Ended March 31, 2020

Six Months Ended June 30, 2020

Accounts receivable

Contract liabilities:

Deferred revenue

During the three months ended March 31, 2021 and 2020, the Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

Three Months Ended March 31,

Contract liabilities - Deferred revenue

During the six months ended June 30, 2021 and 2020, the Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

Six Months Ended June 30,

Revenue recognized in the period from:

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Under this agreement, the Company also may access the Regeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of the Company’s liver programs.

At the inception of the 2016 Regeneron Agreement, Regeneron selected the first of its 10 targets, transthyretin amyloidosis (“ATTR”), which is subject to a co-development and co-promotion agreement between the Company and Regeneron (the “ATTR Co/Co”).

At the inception of the 2016 Regeneron Agreement, Regeneron selected the first of its 10 targets, transthyretin (“ATTR”) amyloidosis, which is subject to a co-development and co-promotion agreement between the Company and Regeneron (the “ATTR Co/Co”).

On May 30, 2020, the Company entered into (i) amendment no.

1 (the “2020 Regeneron Amendment”) to the 2016 Regeneron Agreement, (ii) co-development and co-funding agreements for the treatment of hemophilia A and hemophilia B (the “Hemophilia Co/Co”) agreements and (iii) a stock purchase agreement.

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.

1 (the “2020 Regeneron Amendment”) to the 2016 Regeneron Agreemen t , (ii) co-development and co-funding agreements for the treatment of hemophilia A and hemophilia B (the “Hemophilia Co/Co”) agreements and (iii) a stock purchase agreement.

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

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

The 2020 Regeneron Amendment also grants 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.

The 2020 Regeneron Amendment also grants Regeneron exclusive rights to develop products for five additiona l i n 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.

Since December 31, 2020, there have been no material changes to the key terms of the 2016 Regeneron Agreement and the 2020 Regeneron Amendment (the “Amended Agreements”).

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Revenue Recognition – Collaboration Revenue.

Through March 31, 2021, excluding amounts allocated to Regeneron’s purchase of the Company’s common stock, the Company recorded $ 145.0 million in upfront payments under the Amended Agreements and $ 35.6 million primarily for research and development services under the ATTR Co/Co agreement.

Through March 31, 2021 , the Company has recognized $ 129.7 million of collaboration revenue under all arrangements, including $ 6.4 million and $ 7.9 million during the three months ended March 31, 2021 and 2020, respectively, in the condensed consolidated statements of operations and comprehensive loss.

This includes $ 0.9 million and $ 4.8 million during the three months ended March 31, 2021 and 2020, respectively, primarily representing payments due from Regeneron pursuant to the ATTR Co/Co agreement.

As of March 31, 2021, there was approximately $ 68.4 million of the aggregate transaction price of the Amended Agreements remaining to be recognized, which the Company expects to be recognized during the research term through April 2024.

As of March 31, 2021 and December 31, 2020, the Company had accounts receivable of $ 1.0 million and $ 2.1 million, respectively, and deferred revenue of $ 68.4 million and $ 73.9 million, respectively, related to the Amended Agreements.

Through June 30, 2021, excluding amounts allocated to Regeneron’s purchase of the Company’s common stock, the Company recorded $ 145.0 million in upfront payments under the Amended Agreements and $ 35.6 million for research and development services, primarily under the ATTR Co/Co agreement.

Through June 30, 2021 , the Company has recognized $ 135.2 million of collaboration revenue under all arrangements, including $ 5.5 million and $ 12.0 million during the three and six months ended June 30, 2021, respectively, and $ 1 6.3 million and $ 24.2 million during the three and six months ended June 30, 2020, respectively, in the condensed consolidated statements of operations and comprehensive loss.

This includes $ 1.0 million and $ 1.8 million during the three and six months ended June 30, 2021, respectively, and $ 3.8 million and $ 8.6 million during the three and six months ended June 30, 2020, 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 $ 1.0 million during the three and six months ended June 30, 2021, respectively.

As of June 30, 2021, there was approximately $ 62.8 million of the aggregate transaction price of the Amended Agreements remaining to be recognized, which the Company expects to be recognized during the research term through April 2024.

As of June 30, 2021 and December 31, 2020, the Company had accounts receivable of $ 1.0 million and $ 2.1 million, respectively, related to the Amended Agreements.

The Company had deferred revenue of $ 62.8 million and $ 73.9 million as of June 30, 2021 and December 31, 2020, respectively, related to the Amended Agreements.

Novartis Institutes for BioMedical Research, Inc.

In December 2014, the Company entered into a strategic collaboration agreement with Novartis (the “2014 Novartis Agreement”), primarily focused on the research of new ex vivo CRISPR/Cas9-edited therapies using CAR-T cells and hematopoietic stem cells (“HSCs”).

In December 2014, the Company entered into a strategic collaboration agreement with Novartis Institutes for BioMedical Research, Inc.

(“Novartis”) (the “2014 Novartis Agreement”), primarily focused on the research of new ex vivo CRISPR/Cas9-edited therapies using CAR-T cells and hematopoietic stem cells (“HSCs”).

The agreement was amended in December 2018 (the “Novartis Amendment”) to also include research on ocular stem cells (“OSCs”).

In December 2019, per the terms of the 2014 Novartis Agreement, the research term ended, although the 2014 Novartis Agreement remains in effect, for which the Company will be eligible to receive milestone and royalty payments in the future.

Since December 31, 2020, there have been no material changes to the key terms of the 2014 Novartis Agreement and the Novartis Amendment.

In June 2021, the Company entered into Amendment No.

3 (the “Amendment”) to the 2014 Novartis Agreement.

The Amendment amends Novartis’ rights with respect to all of the CAR-T Therapeutic Targets (as defined in the 2014 Novartis Agreement) that Novartis selected under the 2014 Novartis Agreement, including (a) making Novartis’ license non-exclusive for such CAR-T Therapeutic Targets, (b) removing Novartis’ diligence and related reporting obligations for such CAR-T Therapeutic Targets, and (c) refining the scope of Novartis’ sublicense rights for such CAR-T Therapeutic Targets.

The Company made a one-time payment to Novartis of $ 10.0 million within 30 days after the effective date of the Amendment, which was recorded as research and development expense in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021.

Since December 31, 2020, there have been no other material changes to the key terms of the 2014 Novartis Agreement and the Novartis Amendment.

For further information on the terms and conditions of these agreements, please see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2020.

Revenue Recognition – Milestone .

During the three months ended March 31, 2020, the U.S.

In March 2020, the U.S.

Food and Drug Administration (“FDA”) accepted the investigational new drug (“IND”) application submitted by Novartis for a CRISPR/Cas9-based engineered cell therapy for the treatment of sickle cell disease.

As a result of meeting this milestone, the Company recognized $ 5.0 million as collaboration revenue within the condensed consolidated statement of operations and comprehensive loss.

No other milestones under the 2014 Novartis Agreement and the Novartis Amendment were achieved during the three months ended March 31, 2021 or 2020.

No other milestones under the 2014 Novartis Agreement and the Novartis Amendment were achieved during the three or six months ended June 30, 2021 or 2020.

The Company is eligible to receive additional downstream success-based milestones and royalties.

As of March 31, 2021 and December 31, 2020, the Company had no accounts receivable or deferred revenue related to the 2014 Novartis Agreement and the Novartis Amendment.

As of June 30, 2021 and December 31, 2020, the Company had no accounts receivable or deferred revenue related to the 2014 Novartis Agreement and the Novartis Amendment.

In March 2020, the Company entered into an agreement to lease approximately 39,000 square feet of office and laboratory space at 281 Albany Street in Cambridge, Massachusetts under an operating lease agreement (the “281 Albany Lease”).

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The initial term of the 281 Albany Lease is ten years following the Rent Commencement Date.

As of March 31, 2021 the Company determined, in accordance with Accounting Standards Codification 842, “Leases (Topic 842)” , that the commencement date of the lease has been met as the facility was substantially complete and available for use and, accordingly, the Company recognized a right-of-use asset and a lease liability of approximately $ 40.4 million and $ 34.8 million, respectively, in the first quarter of 2021 related to the 281 Albany Lease.

In March 2021 the Company determined, in accordance with Accounting Standards Codification 842, “Leases (Topic 842)” , that the commencement date of the lease had been met as the facility was substantially complete and available for use and, accordingly, the Company recognized a right-of-use asset and a lease liability of approximately $ 40.4 million and $ 34.8 million, respectively, in the first quarter of 2021 related to the 281 Albany Lease.

In determining the lease liability, the Company used an incremental borrowing rate of 5.52 % based on a number of factors including the total lease payments, the Company’s credit rating, and the lease term.

In addition, the Company had prepaid approximately $ 5.6 million in lease payments as of March 31, 2021 under the terms of this lease, which are included in the recognized right-of-use asset.

Included in the recognized right-of-use asset at the inception of the lease was approximately $ 5.6 million in lease payments that were prepaid under the terms of the lease.

The base rent under the 281 Albany Lease is $ 99.00 per square foot per year during the first year of the term, which is subject to scheduled annual increases up to $ 128.87 per square foot per year during the last year of the initial term, plus certain operating expenses and taxes.

In addition, the landlord agreed to contribute an aggregate of $ 4.4 million toward the cost of construction and tenant improvements for the premises.

In accordance with the 281 Albany Lease, the Company is required to maintain a letter of credit in the amount of $ 1.9 million that is restricted for the

term of the lease.

These restricted cash equivalents are reported in “Other Assets” in the Company’s condensed consolidated balance sheet.

In accordance with the 281 Albany Lease, the Company is required to maintain a letter of credit in the amount of $ 1.9 million that is restricted for the term of the lease.

These restricted cash equivalents are reported in “Other Assets” in the Company’s condensed consolidated balance sheets.

The Company has the option to extend the 281 Albany Lease for two successive five-year terms.

The option for this extension is not included as part of the lease liability and right-of-use asset at March 31, 2021, as it is not reasonably certain that it will be exercised.

The option for this extension is not included as part of the lease liability and right-of-use asset at June 30, 2021, as it is not reasonably certain that it will be exercised.

Equity-Based Compensation

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

As of March 31, 2021, there were 2,890,540 shares available for future issuance.

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

As of June 30, 2021, there were 3,938,391 shares available for future issuance under the 2015 Plan and the 2016 Employee Stock Purchase Plan.

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

The number of shares reserved for issuance under the 2016 Employee Stock Purchase 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 sha res of common stock as determined by the board of directors.

Equity-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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General and administrative

Restricted Stock

Restricted stock is measured at fair value based on the quoted price of the Company’s common stock.

The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2021:

Restricted Stock Units

Restricted stock units are measured at fair value based on the quoted price of the Company’s common stock.

The following table summarizes the Company’s restricted stock activity for the six months ended June 30, 2021:

Average Grant

Date Fair Value

Unvested restricted stock as of December 31, 2020

Unvested restricted stock as of March 31, 2021

Unvested restricted stock units as of December 31, 2020

Unvested restricted stock units as of June 30, 2021

In March 2021, the Company granted 259,839 RSUs with a service condition to executive and non-executive employees as part of their annual grant, which vest over a period of four years .

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The vesting start date for these RSUs is January 1, 2021.

Included in the unvested restricted stock as of March 31, 2021 are 107,360 RSUs that include a performance condition in addition to a service condition.

The RSUs vest over a period of three years and are subject to accelerated vesting based on the Company’s programs achieving certain development milestones before December 1, 2022.

Included in the unvested restricted stock as of June 30, 2021 are 78,705 RSUs that include a performance condition in addition to a service condition.

These RSUs will vest over a period of 1.5 years and are subject to accelerated vesting based on the Company’s programs achieving certain development milestones before December 1, 2022.

The fair value of the RSUs at date of grant was $ 15.05 .

There has been no additional vesting of these shares in the three months ended March 31, 2021.

As of March 31, 2021, there was $ 17.8 million of unrecognized equity-based compensation expense related to restricted stock that is expected to vest.

An additional 26,235 shares from this grant vested in the six months ended June 30, 2021, as a service condition had been reached.

As of June 30, 2021, there was $ 22.8 million of unrecognized equity-based compensation expense related to restricted stock that is expected to vest.

These costs are expected to be recognized over a weighted average remaining vesting period of 3.1 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 $ 36.64 and $ 7.96 per option for those options granted during the three months ended March 31, 2021 and 2020, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the three months ended March 31, 2021 and 2020 was $ 54.8 million and $ 0.3 million, respectively.

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 48.44 and $ 38.70 per option for those options granted during the three and six months ended June 30, 2021 and $ 9.04 and $ 8.16 per option for those options granted during the three and six months ended June 30, 2020, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the three and six months ended June 30, 2021 was $ 29.7 million and $ 84.5 million, respectively, and during the three and six months ended June 30, 2020 was $ 0.5 million and $ 0.8 million, respectively.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Risk-free interest rate

Expected life of options

5.5-6.0 years

Expected volatility of underlying stock

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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 following is a summary of stock option activity for the three months ended March 3 1 , 20 2 1 :

The following is a summary of stock option activity for the six months ended June 30, 2021:

(In thousands)

Outstanding at December 31, 2020

Outstanding at March 31, 2021

Exercisable at March 31, 2021

As of March 31, 2021, there was $ 86.9 million of unrecognized compensation cost related to stock options that have not yet vested.

Outstanding at June 30, 2021

Exercisable at June 30, 2021

As of June 30, 2021, there was $ 91.6 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 3.1 years.

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Basic and diluted loss per share was calculated as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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The following common stock equivalents were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive:

Three Months Ended March 31,

Three and Six Months Ended June 30,

(In thousands)

Unvested restricted stock

Unvested restricted stock units

Stock options

Stockholders’ Equity

The following tables present changes in stockholders’ equity for the three-month periods ended March 31, 2021 and 2020 (in thousands, except share data):

The following tables present changes in stockholders’ equity for the six-month periods ended June 30, 2021 and 2020 (in thousands, except share data):

Comprehensive

8 unchanged sentences

Balance at March 31, 2021

Exercise of stock options

Vesting of restricted units

Issuance of shares under employee stock

purchase plan

Equity-based compensation

Other comprehensive loss

Balance at June 30, 2021

Comprehensive

7 unchanged sentences

Balance at March 31, 2020

Issuance of common stock through follow-on

offering, net of issuance costs of $ 369

Issuance of common stock in private placement

with Regeneron

Issuance of common stock through at-the-market

offerings, net of issuance costs of $ 23

Exercise of stock options

Issuance of shares under employee stock

purchase plan

Equity-based compensation

Other comprehensive loss

Balance at June 30, 2020

At-the-Market Offering Programs

I n August 2019, the Company entered into an Open Market Sale Agreement (the “2019 Sales Agreement”) with 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 Jefferies cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2019 Sales Agreement.

The Company agreed to pay Jefferies cash commissions of 3.0 % of the gross

proceeds of sales of common stock under the 2019 Sales Agreement.

Please refer to the Company’s Annual Report for the year ended December 31, 2020 for additional information regarding these offerings.

During the three months ended March 31, 2021, the Company issued 641,709 shares of its common stock in a series of sales at an average price of $ 72.79 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $ 45.3 million after payment of cash commissions to Jefferies and approximately $ 0.1 million related to legal, accounting and other fees in connection with the sales.

During the three months ended March 31, 2020, the Company issued 351,252 shares of its common stock in a series of sales at an average price of $ 15.05 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $ 5.1 million after payment of cash commissions to Jefferies and approximately $ 0.1 million related to legal, accounting and other fees in connection with the sales.

As of March 31, 2021, $ 47.4 million in shares of common stock remain eligible for sale under the 2019 Sales Agreement.

During the six months ended June 30, 2021, the Company issued 641,709 shares of its common stock in a series of sales at an average price of $ 72.79 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $ 45.3 million after payment of cash commissions to Jefferies and approximately $ 0.1 million related to legal, accounting and other fees in connection with the sales.

During the six months ended June 30, 2020, the Company issued 1,107,100 shares of its common stock in a series of sales at an average price of $ 13.78 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $ 14.7 million after payment of cash commissions to Jefferies and approximately $ 0.1 million related to legal, accounting and other fees in connection with the sales.

As of June 30, 2021, $ 47.4 million in shares of common stock remain eligible for sale under the 2019 Sales Agreement.

Related Party Transactions

1 unchanged sentence

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

Subsequent Events

New CAR-T Cell Therapy Company

On June 22, 2021, the Company announced that it has entered into an agreement with Cellex Cell Professionals GmbH (“Cellex”) and funds managed by Blackstone Life Sciences Advisors L.L.C.

(“BXLS”) to establish a new CAR-T cell therapy company (“NewCo”) that will be focused on the development of allogeneic universal CAR-T cell therapies for immuno-oncology and autoimmune diseases.

The new company will be headquartered in Cambridge, Massachusetts and will acquire Cellex’s subsidiary GEMoaB GmbH (“GEMoaB”), with established offices and labs in Dresden, Germany.

The new company will have an exclusive license to Intellia’s CRISPR/Cas9 allogeneic cell engineering platform limited to its use with GEMoaB’s switchable, universal CAR-T cell platforms (UniCAR and RevCAR).

As a subsidiary of the new company, GEMoaB will continue to advance its clinical-stage, autologous CAR-T cell therapy programs.

Funds managed by Blackstone Life Sciences have committed up to $ 250 million to the transaction and with Intellia and Cellex (and certain related entities) have equal ownership of the new company at the time of the initial closing.

The transaction closed in the third quarter of 2021.

In July 2021, the new company and Intellia entered into a license and collaboration agreement with NewCo, under which the Company will collaborate to develop allogeneic universal CAR-T cell therapies, as well as a co-development and co-funding (“Co/Co”) agreement to co-develop an allogeneic universal CAR-T cell product for an immuno-oncology indication, which the parties will co-commercialize in the U.S.

and key European countries.

The Company will have one additional option to enter into a second Co/Co agreement from selected allogeneic universal CAR-T cell therapy products that the parties will develop under the collaboration.

July 2021 Offering

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 (inclusive of shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares) at a public offering price of $ 145.00 per share.

The offering closed on July 2, 2021, for aggregated estimated net proceeds of $ 648.1 million after deducting $ 41.9 million in underwriting discounts and estimated offering costs.

New Lease Agreement

In July 2021, the Company entered into an agreement to lease approximately 13,662 square feet of space at 17 Tudor Street in Cambridge, Massachusetts under an operating lease agreement (the “17 Tudor Lease”).

The Company’s obligation to pay rent will start on November 1, 2021.

The initial term of the 17 Tudor Lease is five years .

The Company has an option to extend the 17 Tudor Lease for one three-year term.

The base rent under the 17 Tudor Lease is $ 74.00 per square foot during the first year of the term, which is subject to scheduled annual increases throughout the term, resulting in a base rent of $ 83.29 per square foot during the last year of the initial term, plus certain operating expenses and taxes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements