What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-12 · 182 added, 367 removed, 475 unchanged (54% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts) September 30,

(in thousands, except share and per share amounts) March 31,

2025 December 31,

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Restricted cash 14,062 14,062

Other assets — 779

Total assets $ 328,163 $ 297,508

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Accrued expenses and other current liabilities 9,191 15,904

18,684 14,110

Accrued settlement payment — related party — 13,500

Deferred revenue — related party 8,214 7,092

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775,000,000 shares authorized;

131,160,842 and 97,377,121 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

131,160,842 and 131,160,842 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 846,039 840,358

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Total liabilities and stockholders’ equity $ 328,163 $ 297,508

(1) Includes related party amount of $ 0.1 million as of December 31, 2023 .

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

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2025 2024

Collaboration revenue — related party $ 1,454 $ —

Collaboration revenue — 591

Total revenue 1,454 591

Operating expenses:

Research and development 40,562 37,774

40,340 40,967 121,185 106,446

General and administrative 13,284 11,158

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Other income:

Accretion (amortization) of investments 885 1,769 3,201 4,551

Interest income 1,182 676

Accretion (amortization) of investments 339 830

Change in fair value of short-term investment — related party ( 1,056 ) 1,166

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Net loss before income taxes ( 51,890 ) ( 45,627 )

Benefit from income taxes — 108 — 279

Provision for income taxes — ( 134 )

Net loss attributable to common stockholders $ ( 51,890 ) $ ( 45,761 )

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Comprehensive loss $ ( 51,906 ) $ ( 45,841 )

(1) Includes related party amount of $ 0.1 million and $ 0.8 million for the three and nine months ended September 30, 2023.

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

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Balance as of December 31, 2024 131,160,842 $ 2 $ 840,358 $ 1 $ ( 687,212 ) $ 153,149

Issuance of common stock from public offering, net of issuance costs of $ 8.9 million

22,560,001 — 132,055 — — 132,055

Issuance of pre-funded warrants, net of issuance costs of $ 1.2 million

— — 18,800 — — 18,800

Issuances of common stock under the employee stock purchase plan 74,488 — 436 — — 436

Issuance of common stock upon exercise of stock options 9,664 — 36 — — 36

Stock-based compensation expense — — 5,681 — — 5,681

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Balance as of March 31, 2025 131,160,842 $ 2 $ 846,039 $ ( 15 ) $ ( 739,102 ) $ 106,924

Issuance of common stock upon exercise of stock options 9,539 — 35 — — 35

Stock-based compensation expense — — 8,091 — — 8,091

Change in unrealized loss on investments, net of tax — — — 24 — 24

Net loss — — — — ( 55,327 ) ( 55,327 )

Balance as of June 30, 2024 120,030,813 $ 2 $ 789,076 $ ( 71 ) $ ( 592,418 ) $ 196,589

Issue of common stock under the Securities Purchase Agreement to BMS — related party (Note 9) 11,006,163 — 38,081 — — 38,081

Issuances of common stock under the employee stock purchase plan 115,021 — 401 — — 401

Issuance of common stock upon exercise of stock options 8,845 — 32 — — 32

Stock-based compensation expense — — 6,827 — — 6,827

Change in unrealized loss on investments, net of tax — — — 92 — 92

Net loss — — — — ( 52,518 ) ( 52,518 )

Balance as of September 30, 2024 131,160,842 $ 2 $ 834,417 $ 21 $ ( 644,936 ) $ 189,504

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

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Balance as of December 31, 2023 97,377,121 $ 2 $ 624,414 $ ( 15 ) $ ( 491,330 ) $ 133,071

Issuance of common stock from public offering, net of issuance costs of $ 8.9 million

22,560,001 — 132,055 — — 132,055

Issuance of pre-funded warrants, net of issuance costs of $ 1.2 million

— — 18,800 — — 18,800

Issuances of common stock under the employee stock purchase plan 74,488 — 436 — — 436

Issuance of common stock upon exercise of stock options 9,664 — 36 — — 36

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Balance as of March 31, 2024 120,021,274 2 780,950 ( 95 ) ( 537,091 ) 243,766

Issuance of common stock upon exercise of stock options 42,106 — 166 — — 166

Stock-based compensation expense — — 3,583 — — 3,583

Change in unrealized loss on investments, net of tax — — — ( 63 ) — ( 63 )

Net loss — — — — ( 42,385 ) ( 42,385 )

Balance as of June 30, 2023 97,269,915 $ 2 $ 615,347 $ ( 268 ) $ ( 374,979 ) $ 240,102

Issuance of common stock upon exercise of stock options 54,386 — 227 — — 227

Stock-based compensation expense — — 4,217 — — 4,217

Change in unrealized loss on investments, net of tax — — — 119 — 119

Net loss — — — — ( 50,708 ) ( 50,708 )

Balance as of September 30, 2023 97,324,301 $ 2 $ 619,791 $ ( 149 ) $ ( 425,687 ) $ 193,957

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2025 2024

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Net cash used in operating activities ( 48,857 ) ( 67,707 )

Cash flows provided by (used in) investing activities:

Cash flows used in investing activities:

Maturities of investments 3,000 72,500

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Purchases of property and equipment ( 2,422 ) ( 2,324 )

Return (payments) of security deposits 724 ( 170 )

Net cash provided by (used in) investing activities 20,204 ( 22,574 )

Net cash used in investing activities ( 47,742 ) ( 37,032 )

Cash flows provided by financing activities:

Proceeds from research and development funding liability 6,000 6,000

Proceeds from follow-on offering, net of issuance costs — 132,055

Proceeds from issuance of pre-funded warrants, net of issuance costs — 18,800

Proceeds from issuance of common under the BMS Securities Purchase Agreement — related party 38,081 —

Proceeds from research and development funding liability 6,000 —

Proceeds from ESPP offerings — 436

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2025 2024

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Since its inception, the Company has devoted substantially all of its resources to building its Prime editing platform and advancing development of its portfolio of programs, establishing and protecting its intellectual property, conducting research and development activities, organizing and staffing the company, business planning, raising capital and providing general and administrative support for these operations.

To date, the Company has funded its operations primarily with proceeds from sales of preferred stock and from public offerings of its common stock.

In February 2024, the Company issued and sold 22,560,001 shares of its common stock, including 3,360,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $ 6.25 per share.

Further, in lieu of common stock to certain investors, the Company sold pre-funded warrants to purchase 3,200,005 shares of common stock at a public offering price of $ 6.24999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $ 0.00001 per share exercise price for each pre-funded warrant.

As a result of the offering, the Company received approximately $ 150.9 million in net proceeds, after deducting underwriting discounts, commissions and estimated offering costs of $ 10.1 million.

On September 28, 2024 (the “Effective Date”), the Company entered into a Research Collaboration and License Agreement (the “BMS Collaboration Agreement”) with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“BMS”).

Additionally, on the Effective Date, the Company entered into a Securities Purchase Agreement (the “BMS Purchase Agreement”) with BMS, pursuant which the Company agreed to sell and issue shares of its common stock to BMS.

The BMS Collaboration Agreement and the BMS Purchase Agreement are discussed in greater detail in Note 9, Significant Agreements .

Under the BMS Collaboration Agreement, the Company received the $ 55.0 million equity investment in September 2024 and the $ 55.0 million upfront payment in October 2024.

Since its inception, the Company has incurred substantial losses and, as of September 30, 2024, the Company had an accumulated deficit of $ 644.9 million.

To date, the Company has funded its operations primarily with proceeds from sales of preferred stock and from public offerings of its common stock, and through payments from our collaboration partners.

Since its inception, the Company has incurred substantial losses and, as of March 31, 2025, the Company had an accumulated deficit of $ 739.1 million.

The Company expects to generate operating losses and negative operating cash flows for the foreseeable future.

The Company expects that its cash, cash equivalents, and investments of $ 175.5 million as of September 30, 2024, along with the $ 55.0 million upfront payment received from BMS in October 2024 discussed above, will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these financial statements.

As of March 31, 2025, the Company maintains cash, cash equivalents, and investments of $ 144.3 million.

Going Concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, (“ASC 205-40”) the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date on which this Quarterly Report on Form 10-Q is filed.

Based on the Company's cash, cash equivalents, short-term investments, and related party short-term investments as of March 31, 2025, the Company's current and forecasted level of operations, and its forecasted cash flows, management has determined that substantial doubt exists about the Company’s ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future.

Management plans to provide for the Company’s capital requirements through financing or other transactions, and selling shares under the Company's “at the market offering” program.

There can be no assurance that the Company will be able to raise additional capital to fund operations with terms acceptable to the Company, or at all.

Because certain elements of management’s plans to mitigate the conditions that raised substantial doubt about the Company’s ability to continue as a going concern are outside of the Company’s control, including the ability to raise capital through an equity or other financing, those elements cannot be considered probable according to ASC 205-40, and therefore cannot be considered in the evaluation of mitigating factors.

The condensed consolidated financial statements as of March 31, 2025 have been prepared under the assumption that the Company will continue as a going concern for the next 12 months and that contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

The Company’s ability to continue as a going concern is dependent upon its uncertain ability to obtain additional capital, reduce expenditures and/or execute on its business plan.

These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

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The Company’s product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization.

These efforts require significant amounts of additional capital,

adequate personnel and infrastructure, and extensive compliance-reporting capabilities.

These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities.

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

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are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2024, the results of its operations for the three and nine months ended September 30, 2024 and 2023, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023.

The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2024 and 2023 are also unaudited.

The results for the three and nine months ended September 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2025, the results of its operations for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024, and its cash flows for the three months ended March 31, 2025 and 2024.

The financial data and other information disclosed in these notes related to the three months ended March 31, 2025 and 2024 are also unaudited.

The results for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

The condensed consolidated balance sheet data as of December 31, 2024 was derived from our audited financial statements, but does not include all disclosures required by U.S.

These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2023, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2024.

These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2024, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025.

Change in Presentation

For the three and nine months ended September 30, 2024, “Other income, net” as presented on the condensed consolidated statements of operations and comprehensive loss was disaggregated into “Accretion (amortization) of investments,” “Interest income,” and “Other income, net”.

This presentation has been conformed for all previous periods presented and had no impact on previously reported results.

For the three months ended March 31, 2025, “Other income, net” as presented on the condensed consolidated statements of operations and comprehensive loss was disaggregated into “Accretion (amortization) of investments,” “Interest income,” and “Other income, net.” This presentation has been conformed for all previous periods presented and had no impact on previously reported results.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2, Summary of significant accounting policies , in the audited consolidated financial statements for the year ended December 31, 2023, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 1, 2024.

The Company’s significant accounting policies are disclosed in Note 2, Summary of significant accounting policies , in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2025.

Since the date of those financial statements, there have been no material changes to its significant accounting policies, except as noted below.

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The preparation of the Company’s condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to, the valuation of the Company’s common stock and stock-based awards.

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Actual results may differ materially from those estimates or assumptions.

Revenue recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers , (“ASC 606”).

This standard applies to all contracts with customers, except for contracts that are within the scope of other standards.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

The Company enters into collaboration and licensing agreements with partners, which are within the scope of ASC 606, under which it may exclusively license rights to research, develop, manufacture, and commercialize product candidates to third parties.

The terms of these arrangements typically include payment to the Company of one or more of the following:

(1) non-refundable, upfront fees;

(2) equity investment;

(3) reimbursement of certain costs;

(4) customer option fees for additional goods or services;

(5) development milestone payments;

(6) regulatory milestone payments;

(7) commercial milestone payments;

and (8) royalties on net sales of licensed products.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps:

(i) identification of the promised goods or services in the contract;

(ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations;

and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As part of the accounting for these arrangements, the Company must use its judgment to determine:

(a) the number of performance obligations based on the determination under step (ii) above;

(b) the transaction price under step (iii) above;

(c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above;

and (d) the contract term and pattern of satisfaction of the performance obligations under step (v) above.

The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below.

The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied.

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

Amounts due to the Company for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the collaboration agreements are recorded as collaboration receivable in the Company’s condensed consolidated balance sheet.

Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets.

Deferred revenue expected to be recognized as revenue within 12 months following the balance sheet date are classified as current deferred revenue.

Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current.

Milestone payments

At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method.

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

Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved

until those approvals are received.

The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment.

There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur.

At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

Management assesses warrants under ASC 480, Distinguishing Liabilities from Equity to determine whether they should be classified as equity or liability.

If the classification is determined to be equity, proceeds received for the warrants are recorded as an increase to additional paid-in capital in the condensed consolidated balance sheets.

If classified as a liability, the Company records the warrant as a liability on its consolidated balance sheet and remeasures this liability to fair value at each reporting date and recognizes changes in the fair value of the warrant liability as a component of other expense in the condensed consolidated statements of operations and comprehensive loss.

Segment Information

Under ASC 280, Segment Reporting, operating segment is a component of a public entity that 1) engages in business activities from which it may recognize revenues and incur expenses, 2) its operating results are regularly reviewed by the entity’s chief operating decision maker (“CODM”) to make decisions about resource allocation or performance assessment, and 3) its discrete financial information is available.

The Company operates and manages its business as a single segment for the purposes of assessing performance and making operating decisions.

Our chief executive officer, who is the CODM, manages and allocates resources to the operations of our company on a total company basis by assessing the overall level of resources available and how to best deploy these resources across functions and research and development projects that are in line with our long-term company-wide strategic goals.

In making these decisions, the CODM uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

The CODM performs this assessment based on the Company’s consolidated net loss.

Through this analysis, the CODM assesses performance by comparing actual net loss verses the budget, and then decides how to allocate resources to invest in the Company’s research and development programs.

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

The following table contains additional information on our consolidated net loss, including significant segment expenses:

Three Months Ended March 31,

(in thousands) 2025 2024

Total revenue $ 1,454 $ 591

Operating expenses:

Research and development expenses

Personnel expenses 14,800 15,007

Facility related 10,969 7,334

Research costs 11,036 11,619

General and administrative expenses:

Personnel expenses 7,156 5,884

Other segment items (1)

Total operating expenses 53,846 48,932

Total other income, net 502 2,714

Provision for income taxes — ( 134 )

Net loss $ ( 51,890 ) $ ( 45,761 )

(1) Other segment items consist of professional and consultant fees, license and intellectual property fees, general and administrative facility costs, and settlement costs.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

In addition, this guidance requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024, with retrospective application required, and early adoption permitted.

The Company is currently in the process of evaluating the effects of this guidance on its related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The following tables present the Company’s fair value hierarchy for its assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair value:

As of September 30, 2024:

As of March 31, 2025:

(in thousands) Level 1 Level 2 Level 3 Total

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Money market funds $ — $ 62,610 $ — $ 62,610

Treasury and government securities — 20,797 — 20,797

Corporate debt securities — 7,783 — 7,783

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Money market funds $ — $ 178,212 $ — $ 178,212

Corporate debt securities — 3,793 — 3,793

Short-term investment:

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The Company classifies its investments as short-term based on each instrument’s underlying contractual maturity date.

The fair value of the Company’s U.S.

Treasury and government securities, corporate debt securities, and money market funds are classified as Level 2 because they are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency and U.S.

Treasury securities.

The fair value of investments classified as Level 2 are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

Investments in Debt Securities

Unrealized gains and losses of investments in debt securities consisted of the following:

As of September 30, 2024:

As of March 31, 2025:

(in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value

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The contractual maturities of the Company’s investments in debt securities held were as follows:

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

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Marketable securities in unrealized loss positions consisted of the following:

As of September 30, 2024:

As of March 31, 2025:

(in thousands, except number of securities) Number of Securities Fair Value Gross Unrealized Losses

Investments in continuous loss position for less than 12 months:

Treasury and government securities 11 $ 38,583 $ ( 12 )

Corporate debt securities 10 $ 9,884 $ ( 3 )

Based on factors such as historical experience, market data, issuer-specific factors, and current economic conditions, the Company did not record an allowance for credit losses as of September 30, 2024 related to these investments.

Further, given the lack of significant change in the credit risk, the Company does not consider these investments to be impaired.

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Property and equipment, net consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

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Depreciation expense related to property and equipment is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

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Accrued expenses and other current liabilities consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

Accrued expenses and other current liabilities

Accrued employee compensation and benefits $ 7,510 $ 8,270

Accrued professional fees 5,575 2,273

Accrued license fee

Lab-related supplies and services 296 1,962

Employee compensation and benefits $ 4,179 $ 8,976

Research and clinical costs

Facility related 317 2,811

License fee — 1,938

Other 2,718 1,272

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The Company leases office and laboratory space under various non-cancelable operating leases.

The Company’s significant lease agreements are disclosed in Note 9, Leases , in the audited consolidated financial statements for the year ended December 31, 2023, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 1, 2024.

The Company’s significant lease agreements are disclosed in Note 9, Leases , in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2025.

Since the date of those financial statements, there have been no changes to the Company’s significant agreements except as described below.

60 First Street, Cambridge, Massachusetts Lease

In November 2021, the Company entered into a lease for three floors of office and laboratory space in Cambridge, Massachusetts, with rent commencing in March 2024, subject to any credits pursuant to the terms of the lease.

Subsequent to the initial non-cancelable term of the lease of ten years , the Company has an option to extend the lease for an additional period of ten years with the rent during the extension term being the then fair market rent.

The Company secured the lease with a $ 13.1 million security deposit, which was recorded as restricted cash on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

The Company secured the lease with a $ 13.1 million security deposit, which was recorded as restricted cash on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

Accounting Considerations

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In accordance with ASC 842, Leases , the lease commenced for one of the lease components in March 2024 and the Company recorded a right-of-use asset of $ 44.9 million, and a corresponding lease liability of $ 33.6 million on the lease commencement date;

this includes a reclass of $ 11.3 million from prepaid expenses to right-of-use asset related to build out costs which were determined to be owned by the lessor.

As the exercise of the option to extend the lease term is not reasonably certain, the Company will recognize lease expense for this lease component through February 2034.

The lease commencement for the other two lease components is expected to occur in 2025.

Any consideration paid to lease components for which the lease has not commenced are recorded as prepaid expense on the condensed consolidated balance sheets.

this included a reclass of $ 11.3 million from prepaid expenses to right-of-use asset related to build out costs which were determined to be owned by the lessor.

In March 2025, the Company determined that the lease commenced on the remaining two lease components and recorded right-of-use assets of $ 76.8 million, and a corresponding lease liability of $ 78.6 million on the lease commencement date.

As the exercise of the option to extend the lease term is not reasonably certain, the Company will recognize lease expense for all lease components through February 2034.

In June 2024, the Company filed a complaint in Massachusetts Superior Court against NW Cambridge Property Owner, LLC (“NWC”), the Company’s landlord at 60 First Street, alleging that NWC had breached the 60 First Street Lease by, among other reasons, refusing to provide the Company with certain rental credits for the late delivery of the leased space.

While this lawsuit is pending, the Company has continued to make the disputed payments under the 60 First Street Lease under protest.

In March 2025, the Court granted NWC’s motion for judgment on the pleadings, dismissing the Company’s claims against NWC.

In April 2025, the Company filed a notice of appeal of the Court’s order granting the motion for judgment on the pleadings and served a motion for leave to amend its complaint on NWC, which is currently pending.

Pending a ruling on the amended complaint, the

disputed payments are recorded within other current assets on the Company’s condensed consolidated balance sheets.

Total payments made under dispute was $ 13.9 million, and $ 10.8 million as of March 31, 2025 and December 31, 2024, respectively.

Arsenal Street, Watertown, Massachusetts Leases

In August 2024, the Company entered into the third amendment to its existing lease for approximately 16,000 square feet of combined laboratory and office space at 480 Arsenal Street (the “480 Arsenal Amendment”).

In September 2024, the Company entered into a new lease for approximately 48,500 square feet of combined laboratory and office

space at 500 Arsenal Street (the “500 Arsenal Lease”).

In September 2024, the Company entered into a new lease for approximately 48,500 square feet of combined laboratory and office space at 500 Arsenal Street, Watertown, Massachusetts (the “500 Arsenal Lease”).

The landlords of the spaces at 480 Arsenal Street and 500 Arsenal Street are affiliates.

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If the 500 Arsenal Lease is terminated prior to its lease commencement such that the lease commencement never occurs, the Company will begin paying lease payments on the Expansion Space at the current rate for its existing space at 480 Arsenal Street and the early termination provisions of the 480 Arsenal Amendment become null and void.

The 500 Arsenal Lease term is expected to commence in December 2024 with a base term of 11 months.

Subsequent to the base term, the Company has an option to extend the lease through August 2028.

The Company secured the lease with a $ 0.6 million security deposit, which was recorded as restricted cash on the condensed consolidated balance sheets as of September 30, 2024.

The 500 Arsenal Lease term commenced in December 2024 with a base term of 11 months.

In December 2024, the Company began constructing improvements to the space, the construction for which was completed in 2025.

Subsequent to the base term, the Company has an option to extend the lease through August 2028, which it exercised in February 2025.

The Company secured the lease with a $ 0.6 million security deposit, which is recorded as restricted cash on the condensed consolidated balance sheets as of March 31, 2025.

The 500 Arsenal Lease also provides a tenant improvement allowance of $ 2.4 million and an additional tenant improvement allowance of $ 1.2 million, which the Company would be obligated to repay to the landlord.

The Company did not use the additional tenant improvement allowance.

Accounting Considerations

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In calculating the allocable consideration and the fair market value of each lease component, the Company determined it is probable that it will exercise the option to extend the lease term provided under the 500 Arsenal Lease.

In accordance with ASC 842, the Company possessed the ability to control and derive the economic benefit for its leased space at 480 Arsenal on the effective date of the modification.

Therefore, on the effective date, the Company recorded a right-of-use asset and a corresponding lease liability, neither of which were materially different from the existing right-of-use asset and lease liability as of the modification date.

For accounting purposes, the lease commencement for 500 Arsenal is expected to occur in the first quarter of 2025.

Consideration paid for this lease component is recorded as prepaid expense on the condensed consolidated balance sheets and is not recognized until lease commences.

The table below reconciles the undiscounted future annual lease payments to the total operating lease liabilities recorded in the condensed consolidated balance sheet as of September 30, 2024:

For accounting purposes, as the construction of the lessor assets were completed, the Company determined that the 500 Arsenal Lease commenced in March 2025 and recorded right-of-use assets of $ 7.0 million, and a corresponding lease liability of $ 5.5 million on the lease commencement date.

Concurrently, the Company also determined that the termination of its leased space at 480 Arsenal Street was reasonably certain, and the Company recorded a $ 3.1 million reduction to the Company’s operating lease liability and its operating lease right-of-use asset on the condensed consolidated balance sheet.

The table below reconciles the undiscounted future annual lease payments to the total operating lease liabilities recorded in the condensed consolidated balance sheet as of March 31, 2025:

(in thousands) Undiscounted

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Total undiscounted lease payments 200,287

payments related to leases not commenced ( 136,637 )

imputed interest ( 79,136 )

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The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors (the “Board of Directors”).

As previously discussed, in February 2024, the Company issued and sold 22,560,001 shares of its common stock, including 3,360,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $ 6.25 per share.

In September 2024, the Company entered into the BMS Purchase Agreement pursuant to which the Company issued, and BMS purchased, in an unregistered offering (the “Offering”), 11,006,163 shares (the “Shares”) of the Company’s common stock for an aggregate purchase price of $ 55.0 million pursuant to the terms and conditions thereof.

The BMS Purchase Agreement includes lock-up restrictions with respect to the Shares.

Pursuant to the terms of the BMS Purchase Agreement, BMS has agreed not to, directly or indirectly, sell or transfer any of the Shares until September 30, 2027 subject to specified conditions and exceptions.

In addition, the Company agreed, among other things, to file with the Securities and Exchange Commission a registration statement covering the resale of the Shares and to use commercially reasonable efforts to cause such registration statement to become effective on or prior to ninety (90) calendar days after closing.

Please refer to Note 9, Significant Agreements , for additional discussion of the BMS Collaboration Agreement.

Pre-funded Warrants

As discussed in Note 1, Nature of the Business and Basis of Presentation , in February 2024, the Company sold pre-funded warrants to purchase 3,200,005 shares of common stock at a public offering price of $ 6.24999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $ 0.00001 per share exercise price for each pre-funded warrant.

In February 2024, the Company sold pre-funded warrants to purchase 3,200,005 shares of common stock at a public offering price of $ 6.24999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $ 0.00001 per share exercise price for each pre-funded warrant.

Subject to certain requirements, the pre-funded warrants can be exercised by the holder at any time.

As of September 30, 2024, there have not been any exercises of the pre-funded warrants.

The pre-funded warrants meet the definition of an equity instrument under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and funds received were recorded as an increase in additional paid-in capital in the condensed consolidated balance sheets.

Funds received upon exercise of warrants will be recorded as common

stock in the condensed consolidated balance sheets as the exercise price represents the par value of the underlying common stock.

As of March 31, 2025, there have not been any exercises of the pre-funded warrants.

At-The-Market Equity Program

In November 2023, the Company entered into Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC, acting as the Company’s agent and/or principal (the “Sales Agent”), with respect to an “at the market offering” program under which the Company may, from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $ 300.0 million through the Sales Agent.

As of September 30, 2024, there have been no sales of common stock pursuant to the Sales Agreement.

As of March 31, 2025, there have been no sales of common stock pursuant to the Sales Agreement.

Stock-Based Compensation

2019 Equity Incentive Plan

The Company’s 2019 Stock Option and Grant Plan (the “2019 Plan”) provides for the Company to grant incentive stock options (“ISO”), non-qualified stock options, unrestricted stock awards, restricted stock awards (“RSA”) and other stock-based awards (collectively, the “Awards”) to the officers, employees, consultants and other key persons of the Company.

The Company’s 2019 Stock Option and Grant Plan (the “2019 Plan”) provides for the Company to grant incentive stock options, non-qualified stock options, unrestricted stock awards, restricted stock awards and other stock-based awards to the officers, employees, consultants and other key persons of the Company.

The 2019 Plan was administered by the Board of Directors, or at the discretion of the Board of Directors, by a committee of the Board of Directors.

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The shares of common stock underlying any awards under the 2022 Plan and the 2019 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2022 Plan.

The number of shares reserved and available for issuance under the 2022 Plan increased on January 1, 2023 and will increase on each January 1 hereafter, by five percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee.

On January 1, 2025, the annual increase resulted in an additional 6,558,042 shares authorized being added to the 2022 Plan.

As of September 30, 2024, the Company had 21,522,110 shares reserved under the 2022 Plan and the 2019 Plan, and 8,783,976 shares available for issuance under the 2022 Plan.

As of March 31, 2025, the Company had 28,080,152 shares reserved under the 2022 Plan and the 2019 Plan, and 11,689,462 shares available for issuance under the 2022 Plan.

2022 Employee Stock Purchase Plan

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There was no annual increase for the 2022 ESPP on January 1, 2025.

As of September 30, 2024, the Company had 1,753,191 shares available for issuance under the 2022 Plan.

During the nine months ended September 30, 2024, the Company issued 189,509 shares of the Company’s common stock under the 2022 ESPP.

As of March 31, 2025, the Company had 1,753,191 shares available for issuance under the 2022 ESPP.

During the three months ended March 31, 2025, the Company issued no shares of the Company’s common stock under the 2022 ESPP.

Stock Options

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2024:

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2025:

Number of Shares Weighted-Average Exercise Price

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Cancelled or forfeited ( 389,275 ) 8.66

Outstanding at September 30, 2024 11,676,404 $ 9.10

Options vested and exercisable at September 30, 2024 4,335,142 $ 8.63

Options vested and expected to vest at September 30, 2024 11,676,404 $ 9.10

As of September 30, 2024, there was $ 46.7 million of total unrecognized compensation cost related to time-based unvested stock options.

Outstanding at March 31, 2025 15,328,960 $ 7.21

Options vested and exercisable at March 31, 2025 6,026,956 $ 8.66

Options vested and expected to vest at March 31, 2025 15,328,960 $ 7.21

As of March 31, 2025, there was $ 40.0 million of total unrecognized compensation cost related to time-based unvested stock options.

The Company expects to recognize such amount over a remaining weighted-average period of 2.8 years.

Performance-Based Stock Options

The following table summarizes the Company’s performance-based stock option activity for the nine months ended September 30, 2024:

The following table summarizes the Company’s performance-based stock option activity for the three months ended March 31, 2025:

Number of Shares Weighted-Average

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Outstanding at December 31, 2024 1,061,730 $ 7.31

Granted 650,000 7.74

Exercised — —

Cancelled or forfeited — —

Outstanding at September 30, 2024 1,061,730 $ 7.31

Vested and exercisable at September 30, 2024 385,208 $ 6.72

As of September 30, 2024, there was $ 3.2 million of total unrecognized compensation cost related to performance-based stock options.

Restricted Common Stock Awards

Outstanding at March 31, 2025 1,061,730 $ 7.31

Vested and exercisable at March 31, 2025 590,230 $ 7.07

As of March 31, 2025, there was $ 3.0 million of total unrecognized compensation cost related to performance-based stock options.

Performance-Based Restricted Common Stock Awards

The Company awarded restricted common stock to employees and non-employees under its 2019 Plan.

The vesting of these restricted stock awards are time-based or performance-based.

Time-Based Restricted Common Stock

The following table summarizes the Company’s time-based restricted common stock activity for the nine months ended September 30, 2024 :

Number of Shares Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2023 903,227 $ 0.17

Vested ( 806,085 ) 0.15

Repurchased ( 4,423 ) 0.34

Outstanding at September 30, 2024 92,719 $ 0.32

Performance-Based Restricted Common Stock

The following table summarizes the Company’s performance-based restricted common stock activity for the nine months ended September 30, 2024:

The following table summarizes the Company’s performance-based restricted common stock activity for the three months ended March 31, 2025:

Number of Shares Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2024 3,472,543 $ 0.06

Vested ( 360,226 ) 0.18

Repurchased — —

Outstanding at September 30, 2024 3,472,543 $ 0.06

As of September 30, 2024, there was $ 0.2 million of total unrecognized compensation cost related to unvested performance-based restricted common stock.

Outstanding at March 31, 2025 3,472,543 $ 0.06

Stock-Based Compensation

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

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Significant Agreements

The Company’s significant agreements are disclosed in Note 11, License and Collaboration Agreements , in the audited consolidated financial statements for the year ended December 31, 2023, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 1, 2024.

Since the date of those financial statements, there have been no changes to the Company’s significant agreements except those discussed below.

The Company’s significant agreements are disclosed in Note 9, License and Collaboration Agreements , in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2025.

Since the date of those

financial statements, there have been no changes to the Company’s significant agreements except those discussed below.

Bristol-Myers Squibb — Related Party

On September 28, 2024 the Company entered into the BMS Collaboration Agreement with Juno Therapeutics, Inc., a wholly-owned subsidiary of BMS.

Under the terms of the BMS Collaboration Agreement, the Company granted to BMS an exclusive worldwide license to certain Prime Editing technology for developing, manufacturing and commercializing ex vivo T-cell therapeutic products directed to select targets.

Additionally, on the Effective Date, the Company entered into the BMS Purchase Agreement with BMS, pursuant which the Company agreed to sell and issue shares of its common stock to BMS.

Research Collaboration and License Agreement

Pursuant to the BMS Collaboration Agreement, the Company will design Prime Editing reagents to be used by BMS to develop, manufacture and commercialize ex vivo T-cell therapeutic products directed to specific targets selected by BMS.

Under the BMS Collaboration Agreement, the Company will receive a $ 55.0 million upfront payment, which is recorded as collaboration receivable — related party on the condensed consolidated balance sheets as of September 30, 2024 , and received a $ 55.0 million equity investment from BMS (as described below).

The Company is also eligible to receive more than $ 3.5 billion in milestones, including up to $ 185 million in preclinical milestones, up to $ 1.2 billion in development milestones, and up to $ 2.1 billion in commercialization milestones, along with royalties on net sales.

Unless earlier terminated, the term of the BMS Collaboration Agreement continues until expiration of the last royalty term for the applicable product in the applicable country.

The BMS Collaboration Agreement is subject to customary termination provisions, including termination by a party for the other party’s uncured, material breach.

Stock Purchase Agreement

On the Effective Date, the Company entered into the BMS Purchase Agreement with BMS, pursuant to which the Company agreed to issue and sell, and BMS agreed to purchase, in the Offering, 11,006,163 Shares of the Company’s Common Stock for an aggregate purchase price of $ 55.0 million pursuant to the terms and conditions thereof.

The BMS Collaboration Agreement and Stock Purchase Agreement were accounted for as a combined contract.

The fair value of the Common Stock were recorded at their fair value as permanent equity as of September 30, 2024 .

BMS Collaboration Agreement Accounting

The Company assessed the BMS Collaboration Agreement and concluded that BMS is a customer.

The Company identified the following promises under the contract:

(i) a license to develop, manufacture and commercialize the ex vivo T-cell therapeutic products to select targets, (ii) obligation to perform research services, (iii) participation in various committees, (iv) technology transfer services, and (v) regulatory support services.

The Company assessed the promised goods and services to determine if they are distinct.

Based on this assessment, the Company determined that BMS cannot benefit from the promised goods and services separately from the others as they are highly interrelated and interdependent and therefore not distinct.

Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price will be allocated to that single combined performance obligation.

At contract inception, the transaction price was determined to be $ 72.0 million, which represents the aggregate of the upfront nonrefundable payment for the BMS Collaboration Agreement and the premium paid by BMS on its equity investment in the Company.

Development milestones were fully constrained.

The Company recognizes the portion of the transaction price as the single performance obligation is satisfied, using an input method, in proportion to costs incurred to date as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation.

The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

Cost to perform the Company’s obligations

under the BMS Collaboration Agreement will be recognized as research and development expenses in the period incurred.

As of September 30, 2024, no revenue has been recognized under the BMS Collaboration Agreement and the full transaction price is recorded as deferred revenue and deferred revenue, net of current on the Company’s condensed consolidated balance sheets.

Supplemental information related to the BMS Collaboration Agreement consisted of the following as of September 30, 2024 (in thousands):

Supplemental information related to the BMS Collaboration Agreement consisted of the following:

(in thousands) March 31,

2025 December 31,

Collaboration receivable — related party $ 17 $ —

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Deferred revenue, net of current — related party $ 60,658 $ 63,218

Amendment No.

4 to The Broad Institute License Agreement

In connection with the BMS Collaboration Agreement, the Company entered into a Letter Agreement (the “Amendment”) with The Broad Institute, Inc.

(“Broad”) on September 27, 2024, which amends that certain license agreement by and between the Company and Broad, dated as of September 26, 2019 (as amended, the “Broad-Prime License Agreement”), to modify certain obligations of Company and rights of Broad in relation to the BMS Collaboration Agreement as a sublicense under the Broad-Prime License Agreement.

The Amendment, among other things, modifies the royalty and certain commercial milestones that the Company is obligated to pay to Broad on net sales of products under the BMS Collaboration Agreement.

Except as expressly stated in the Amendment, all other terms and provisions of the Broad-Prime License Agreement shall remain in full force and effect.

Amounts due to Broad as a result of the BMS Collaboration Agreement are recorded as accrued expenses on the condensed consolidated balance sheet as of September 30, 2024.

Three Months Ended March 31,

(in thousands) 2025 2024

Revenue recognized that was included in contract liability at the beginning of the period $ 1,419 $ —

Revenue recognized from performance obligations fully or partially satisfied in previous periods $ — $ —

As of March 31, 2025, the aggregate amount of the transaction price allocated to performance obligations under the BMS Collaboration Agreement that are partially unsatisfied was $ 70.3 million.

Net Loss per Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2025 2024

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For purposes of this calculation, preferred stock, unvested restricted stock and stock options to purchase common stock were considered common stock equivalents but had been excluded from the calculation of diluted net loss per share available to common stockholders as their effect was anti-dilutive.

In periods in which the Company reports a net loss available to common stockholders, diluted net loss

per share available to common stockholders is the same as basic net loss per share available to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

In periods in which the Company reports a net loss available to common stockholders, diluted net loss per share available to common stockholders is the same as basic net loss per share available to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

As of September 30,

As of March 31,

Anti-dilutive common stock equivalents:

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19,391,733 15,928,769

Related Party Transactions

Consulting Agreement with David Liu

Pursuant to a Consulting Agreement dated September 13, 2019, as amended on October 22, 2021 and July 31, 2024 (as amended, the “Consulting Agreement”), between the Company and David Liu, for the three months ended September 30, 2024 and 2023, the Company made payments of $ 25,000 and $ 37,500 , respectively, in each period, and for the nine months ended September 30, 2024 and 2023, the Company made payments of $ 100,000 and $ 112,500 , respectively, in each period for scientific consulting and other expenses.

As of September 30, 2024 and December 31, 2023, there were no amounts included within accounts payable or accrued expenses.

The Consulting Agreement terminated on September 1, 2024.

Myeloid Therapeutics

In December 2021, the Company and Myeloid entered into the Myeloid Collaboration Agreement and Myeloid Subscription Agreement during which time the Company and Myeloid had one common board member, who is also an affiliate of Newpath, one of the Company’s holders of common stock.

In 2023, the Company terminated the Myeloid Collaboration Agreement.

In January 2024, the Company and Myeloid entered into a settlement agreement resolving two arbitration proceedings, which are described in Note 10, Licenses and Collaboration Agreements , in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 1, 2024.

Under the terms of the settlement agreement, the parties agreed to resolve and settle all disputes between the parties and release all claims between them relating to the License Agreement and the arbitrations in exchange for the Company's payment to Myeloid of $ 13.5 million, certain mutual covenants, and other consideration.

The settlement was accrued on the Company’s consolidated balance sheet as of December 31, 2023 and paid during the nine months ended September 30, 2024.

As of September 30, 2024, there were no amounts included within accounts payable or accrued expenses.

Advisory Services Agreement with Jeffrey Marrazzo

In February 2024, the Company entered into an advisory services agreement (“Marrazzo Agreement”) with Jeffrey Marrazzo, a member of the Board of Directors.

Under the Marrazzo Agreement, Mr.

Marrazzo agreed to provide certain professional services to the Company separate from and in addition to his service as a Board member.

For his services, the Company agreed to pay Mr.

Marrazzo an annual fee of $ 50,000 per year in addition to the grant of an option to purchase 250,000 shares of the Company’s common stock, which has a grant date fair value of $ 1.5 million.

The term of the Marrazzo Agreement runs through February 2025 and may be terminated or extended by mutual written agreement.

If the Company terminates the Marrazzo Agreement without “Cause,” the administrator of the 2022 Plan will accelerate the vesting of the option such that the pro rata portion of the option will vest and be immediately exercisable.

Bristol-Myers Squibb

In September 2024, t he Company and BMS, a related party, entered into the BMS Collaboration Agreement and the BMS Purchase Agreement.

BMS is a related party due to its share of ownership of the Company.

The Company recognized the following amounts related to BMS (in thousands):

Collaboration receivable — related party $ 55,000

Deferred revenue — related party 9,280

Deferred revenue, net of current — related party 62,639

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 1, 2024.

As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions, or projections, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those discussed in these forward-looking statements.

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We are deploying Prime Editing technology, which we believe is a versatile, precise, and efficient gene editing technology.

In September 2024, we announced that we are strategically focusing our pipeline on a set of high value programs, each targeting a disease with well-understood biology and a clearly defined clinical development and regulatory path, and each expected to provide the foundation for expansion into additional opportunities.

This diversified portfolio of high value, investigational therapeutic programs is organized around our core areas of focus:

hematology, immunology and oncology, liver, and lung.

We are advancing additional programs as potential partnership opportunities.

In March 2025, we announced a preclinical program for the treatment of alpha-1 antitrypsin deficiency, our second program within our liver franchise, which, with our Wilson’s Disease program, we expect to advance into the clinic next year.

Chronic granulomatous disease is our most advanced blood program, and we are advancing PM359 as our candidate in the treatment of this disease.

We believe our Prime Editing programs are well-positioned to leverage the clinical, regulatory, and manufacturing advancements made to date across gene therapy, gene editing, and delivery modalities to accelerate progression to clinical trials and potential approval.

BMS Collaboration Agreement

In September 2024, we entered into the Research Collaboration and License Agreement (the “BMS Collaboration Agreement”) with Juno Therapeutics, Inc., a wholly-owned subsidiary of Bristol-Myers Squibb Company (“BMS”), pursuant to which we granted to BMS an exclusive worldwide license to certain Prime Editing technology for developing, manufacturing and commercializing ex vivo T-cell therapeutic products directed to select targets.

Under the terms of the BMS Collaboration Agreement, we will design optimized Prime Editor reagents for a select number of targets, including reagents that use our Prime Assisted Site-Specific Integrase Gene Editing (“PASSIGE”) technology.

BMS will be responsible for development, manufacturing and commercialization of the ex vivo T-Cell therapeutic products, with support from us in gene editing strategy and reagent development.

We will receive a $55.0 million upfront payment and have received a $55 million equity investment from BMS.

We are also eligible to receive more than $3.5 billion in milestones, including up to $185 million in preclinical milestones, up to $1.2 billion in development milestones, and more than $2.1 billion in commercialization milestones, along with royalties on net sales.

See Note 9, Significant Agreements , to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Components of Our Results of Operations

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General and administrative expenses consist of salaries and personnel-related costs, including stock-based compensation, for our personnel in executive, legal, finance and accounting, human resources and other administrative functions.

General and administrative expenses also include legal fees relating to patents and

corporate matters;

General and administrative expenses also include legal fees relating to patents and corporate matters;

professional fees paid for accounting, auditing, consulting and tax service;

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Other income (expense), net primarily consists of interest and other income earned on our short-term investments and the change in the fair value of our short-term investment in Beam Therapeutics Inc.

(“Beam”), a related party, in connection with the Beam Collaboration Agreement, which is discussed in greater detail in Note 11, License and Collaboration Agreements , to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

(“Beam”), a related party, in connection with the Beam Collaboration Agreement, which is discussed in greater detail in Note 9, License and Collaboration Agreements , to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations

Comparison of the Three Months Ended September 30, 2024 and 2023

Comparison of the Three Months Ended March 31, 2025 and 2024

Operating Expenses

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Three Months Ended

September 30,

(in thousands) 2025 2024 Change

1 unchanged sentence

Personnel expenses $ 14,800 $ 15,007 $ (207)

Lab supplies 9,714 18,183 (8,469)

Facility related and other 7,735 6,160 1,575

Research costs 11,036 11,619 (583)

Facility related 10,969 7,334 3,635

License, intellectual property fees, and other 1,425 1,675 (250)

Professional and consultant fees 1,786 1,868 (82)

Clinical expense 1,173 547 626

Professional and consultant fees 1,159 1,592 (433)

Total research and development expenses $ 40,562 $ 37,774 $ 2,788

The $0.6 million decrease in research and development expense for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was primarily driven by an $8.5 million decrease in lab supplies purchases of materials for our ongoing Phase 1 clinical trial in Q3 2023.

This was offset by:

• $3.9 million increase in license fees for amounts due to the Broad resulting from the BMS Collaboration Agreement;

• $1.7 million increase in personnel expense, primarily due to an increase in non-cash stock-based compensation expense of $0.8 million;

• $1.6 million increase in facility-related expense primarily due to the expansion and build out of our laboratory space.

The $2.8 million increase in research and development expense for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was primarily driven by a $3.6 million increase in facility-related expense primarily due to the expansion and build out of our laboratory space at 60 First Street and 500 Arsenal Street.

General and Administrative Expenses

Three Months Ended

September 30,

(in thousands) 2025 2024 Change

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Total general and administrative expenses $ 13,284 $ 11,158 $ 2,126

The $3.6 million increase in general and administrative expense for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 is primarily driven by a $2.5 million increase in personnel expense, a majority of which was an increase in non-cash stock-based compensation expense of $1.9 million.

The $2.1 million increase in general and administrative expense for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 is primarily driven by a $1.3 million increase in personnel expenses.

Other Income (Expense)

Three Months Ended

September 30,

(in thousands) 2025 2024 Change

Other income:

Accretion (amortization) of investments $ 885 $ 1,769 $ (884)

Interest income $ 1,182 $ 676 $ 506

Change in fair value of short-term investment — related party 215 (1,579) 1,794

Other income, net (83) 43 (126)

Total other income, net $ 1,714 $ 643 $ 1,071

Change in Fair Value of Related Party Short-Term Investment

The change in fair value of related party short-term investment for each of the periods presented is a result of Beam’s stock price movement.

Comparison of the Nine Months Ended September 30, 2024 and 2023

Operating Expenses

Research and Development Expenses

Nine Months Ended

September 30,

(in thousands) 2024 2023 Change

Research and development expenses:

Personnel expenses $ 46,140 $ 37,036 $ 9,104

Lab supplies 32,723 42,095 (9,372)

Facility related and other 26,371 17,485 8,886

License, intellectual property fees, and other 8,372 4,885 3,487

Professional and consultant fees 4,659 4,945 (286)

Clinical expense 2,920 — 2,920

Total research and development expenses $ 121,185 $ 106,446 $ 14,739

The $14.7 million increase in research and development expense for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 was primarily driven by:

• $9.1 million increase in personnel expense, including an increase in non-cash stock-based compensation expense of $4.4 million, driven by our increased headcount of our research and development function;

• $8.9 million increase in facility-related expense primarily due to the expansion and build out of our laboratory space;

• $3.5 million increase in license fees for amounts due to the Broad resulting from the BMS Collaboration Agreement;

• $2.9 million increase in clinical expenses related to PM359, our candidate to treat chronic granulomatous disease.

This was offset by a $9.4 million decrease in lab supplies due to purchases of materials for our ongoing Phase 1 clinical trial in Q3 2023.

General and Administrative Expenses

Nine Months Ended

September 30,

(in thousands) 2024 2023 Change

General and administrative expenses:

Personnel expenses $ 20,273 $ 12,117 $ 8,156

Professional and consultant fees 10,129 11,869 (1,740)

Facility related and other 7,458 6,317 1,141

Total general and administrative expenses $ 37,860 $ 30,303 $ 7,557

The $7.6 million increase in general and administrative expense for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 is primarily driven by:

• $8.2 million increase in personnel expense, a majority of which was an increase in non-cash stock-based compensation expense of $6.3 million;

• $1.1 million increase in facility related and other primarily related to the ongoing build out of our facility at 60 First Street.

This was offset by a $1.7 million decrease in professional and consultant fees for legal services.

Other Income (Expense)

Nine Months Ended

September 30,

(in thousands) 2024 2023 Change

Other income:

Accretion (amortization) of investments 339 830 (491)

Interest income 1,984 2,320 (336)

Change in fair value of short-term investment — related party (1,056) 1,166 (2,222)

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To date, we have funded our operations primarily with proceeds from sales of preferred stock and from our public offerings and through payments from our collaboration partners.

As of September 30, 2024, we had cash, cash equivalents, and investments of $175.5 million, excluding our restricted cash, or $189.6 million, including restricted cash.

As of March 31, 2025, we had cash, cash equivalents, and investments of $144.3 million, excluding our restricted cash, or $158.3 million, including restricted cash.

Going Concern

Since our inception, we have incurred substantial losses.

As of March 31, 2025, we had an accumulated deficit of $739.1 million and we expect to generate operating losses and negative operating cash flows for the foreseeable future.

As stated above, as of March 31, 2025, we maintained cash, cash equivalents, short-term investments, and related party short-term investments of $144.3 million.

In accordance with Accounting Standards Codification, or ASC, 205-40, Going Concern, or ASC 205-40, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date on which this Quarterly Report on Form 10-Q is filed.

Based on the our cash, cash equivalents, short-term investments, and related party short-term investments as of March 31, 2025, our current and forecasted level of operations and forecasted cash flows we determined that substantial doubt exists about our ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued.

Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Management plans to provide for capital requirements through financing or other transactions, and selling shares under our “at the market offering” program.

There can be no assurance that we will be able to raise additional capital to fund operations with terms acceptable to us, or at all.

Because certain elements of our plans to mitigate the conditions that raised substantial doubt about our ability to continue as a going concern are outside of our control, including the ability to raise capital through an equity or other financing, those elements cannot be considered probable according to ASC 205-40, and therefore cannot be considered in the evaluation of mitigating factors.

The condensed consolidated financial statements as of March 31, 2025 have been prepared under the assumption that we will continue as a going concern for the next 12 months and that contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

Our ability to continue as a going concern is dependent upon our uncertain ability to obtain additional capital, reduce expenditures and/or execute on its business plan.

These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The following table summarizes our sources and uses of cash for each of the periods presented:

Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2025 2024

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Net cash used in operating activities $ (48,857) $ (67,707)

Net cash provided by (used in) investing activities 20,204 (22,574)

Net cash used in investing activities (47,742) (37,032)

Net cash provided by financing activities 6,000 157,327

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Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2024 was driven primarily by the following uses of cash:

Net cash used in operating activities for the three months ended March 31, 2025 was driven primarily by the following uses of cash:

• $51.9 million net loss;

• $6.7 million change in accrued expenses and other current liabilities;

• $1.4 million change in deferred revenue — related party.

These were offset by:

• $10.7 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, non-cash lease expense, depreciation expense, and change in fair value of short-term investment — related party;

• $1.9 million change in accounts payable.

Net cash used in operating activities for the three months ended March 31, 2024 was driven primarily by the following uses of cash:

• $45.8 million net loss;

• $13.5 million change in accrued settlement payment — related party;

• $9.5 million change in prepaid and other current assets;

• $5.9 million change in accounts payable;

• $6.0 million change in lease liabilities.

These were offset by:

• $32.3 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, non-cash lease expense, depreciation and amortization expense, and change in fair value of short-term investment — related party;

• $71.9 million change in deferred revenue from consideration received from BMS in September 2024;

• $4.5 million change in accrued expenses and other current liabilities;

Net cash used in operating activities for the nine months ended September 30, 2023 was driven primarily by the following uses of cash:

• $132.5 million net loss;

• $9.0 million change in prepaid and other current assets;

• $3.5 million change in lease liabilities;

These were offset by:

• $22.7 million of non-cash amounts included in net loss, which primarily consisted of change in fair value of short-term investment — related party, non-cash lease expense, and stock-based compensation expense;

• $6.9 million change in accounts payable.

• $2.8 million change in prepaid and other current assets.

These were offset by $8.2 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, non-cash lease expense, and depreciation expense.

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2024 was driven primarily by the following $25.0 million of maturities of marketable securities, net of purchases, offset by $5.5 million of purchases of property and equipment.

Net cash used in investing activities for the nine months ended September 30, 2023 was driven primarily by the following:

Net cash used in investing activities for the three months ended March 31, 2025 was driven primarily by the following:

• $45.3 million of purchases of marketable securities, net of maturities;

• $2.4 million of purchases of property and equipment.

Net cash used in investing activities for the three months ended March 31, 2024 was driven primarily by the following:

• $34.7 million of purchases of marketable securities, net of maturities;

• $2.3 million of purchases of property and equipment.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was driven primarily by the following:

Net cash provided by financing activities for the three months ended March 31, 2025 was driven by $6.0 million of proceeds received under our agreement with Cystic Fibrosis Foundation.

Net cash provided by financing activities for the three months ended March 31, 2024 was driven primarily by the following:

• $132.1 million of proceeds from issuances of common stock in the our February 2024 public offering;

• $38.1 million of proceeds from issuance of common stock to BMS in September 2024;

• $18.8 million of proceeds from issuance of pre-funded warrants contemporaneous with our February 2024 public offering;

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For more information, refer to the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and the “Risk Factors” section of subsequent Quarterly Reports on Form 10-Q.

We believe our existing cash, cash equivalents, and investments, along with the upfront payment of $55.0 million received from BMS in October 2024, will be sufficient to fund our operating expenses and capital expenditure requirements into the first half of 2026.

We have based this estimate on assumptions that may prove to be wrong,

and we could exhaust our available capital resources sooner than we expect.

We believe our existing cash, cash equivalents, and investments, will be sufficient to fund our operating expenses and capital expenditure requirements into the first half of 2026.

We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

We expect that we will require additional funding to:

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These contracts generally provide for termination on notice, and therefore are cancellable contracts and not included in the table of contractual obligations and commitments.

During the nine months ended September 30, 2024, except for the minimum lease commitments disclosed in Note 7, Leases , to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, there were no significant changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.

During the three months ended March 31, 2025, except for the minimum lease commitments disclosed in Note 6, Leases , to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, there were no significant changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024.

Critical Accounting Policies and Significant Judgments and Estimates

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The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses incurred during the reporting periods.

We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities recorded revenues and expenses that are not readily

apparent from other sources.

We evaluate our estimates and assumptions on an ongoing basis.

Actual results may differ from these estimates.

During the nine months ended September 30, 2024, there were no material changes to our critical accounting policies and significant judgements described under Management’s Discussion and Analysis of Critical Accounting Policies and Significant Judgments and Estimates which are included in our Annual Report on Form 10-K for the year ended December 31, 2023.

During the three months ended March 31, 2025, there were no material changes to our critical accounting policies and significant judgements described under Management’s Discussion and Analysis of Critical Accounting Policies and Significant Judgments and Estimates which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

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

What changed 10-Q

Item 1. Financial Statements