What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 201 added, 140 removed, 615 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

2025 December 31,

3 unchanged sentences

Short-term investment — related party 4,861 4,968

Collaboration receivable — related party 120 —

Prepaid expenses 2,493 6,777

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775,000,000 shares authorized;

134,494,438 and 131,160,842 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

180,309,471 and 131,160,842 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,004,061 840,358

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Total other income, net 3,391 1,714 4,679 4,639

Net loss before income taxes ( 52,591 ) ( 55,461 ) ( 104,481 ) ( 101,088 )

Provision for income taxes — 134 — —

Net loss attributable to common stockholders $ ( 50,582 ) $ ( 52,518 ) $ ( 155,063 ) $ ( 153,606 )

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Balance as of June 30, 2025 134,494,438 $ 2 $ 852,561 $ ( 10 ) $ ( 791,693 ) $ 60,860

Issuance of common stock from public offering, net of issuance costs of $ 5.8 million

43,700,000 — 138,380 — — 138,380

Issuance of restricted stock units 2,000,000 — — — — —

Issuance of common stock upon exercise of stock options 115,033 — 373 — — 373

Stock-based compensation expense — — 12,747 — — 12,747

Change in unrealized loss on investments, net of tax — — — 43 — 43

Net loss — — — — ( 50,582 ) ( 50,582 )

Balance as of September 30, 2025 180,309,471 $ 2 $ 1,004,061 $ 33 $ ( 842,275 ) $ 161,821

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

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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 11,006,163 — 38,081 — — 38,081

Issuance 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.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

7 unchanged sentences

Amortization of premiums and discount on short-term investments ( 1,149 ) ( 2,949 )

Deferred income taxes — —

Changes in operating assets and liabilities:

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Net cash used in operating activities ( 125,308 ) ( 139,110 )

Cash flows used in investing activities:

Cash flows (used in) provided by investing activities:

Maturities of investments 56,681 171,300

1 unchanged sentence

Purchases of property and equipment ( 4,241 ) ( 5,503 )

Net cash used in investing activities ( 44,971 ) ( 30,138 )

Return (payments) of security deposits — 724

Net cash (used in) provided by investing activities ( 137,093 ) 20,204

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 138,380 132,055

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

Proceeds from ESPP offerings 197 436

Proceeds from research and development funding liability 12,000 6,000

Net proceeds from stock option exercises 373 103

Proceeds from ESPP offerings 197 836

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

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

Net cash provided by financing activities 150,950 195,875

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

20 unchanged sentences

In August 2025, the Company issued and sold 43,700,000 shares of its common stock, including 5,700,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $ 3.30 per share.

As a result of the offering, the Company received approximately $ 138.2 million in net proceeds, after deducting underwriting discounts, commissions and estimated offering costs of $ 6.0 million.

Since its inception, the Company has incurred substantial losses and, as of June 30, 2025, the Company had an accumulated deficit of $ 791.7 million.

As a result of the offering, the Company received approximately $ 138.4 million in net proceeds, after deducting underwriting discounts, commissions and offering costs of $ 5.8 million.

Since its inception, the Company has incurred substantial losses and, as of September 30, 2025, the Company had an accumulated deficit of $ 842.3 million.

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

The Company further expects that its cash, cash equivalents, and investments as of June 30, 2025 of $ 101.8 million, along with the $ 138.2 million in net proceeds received from the sale of common stock in August 2025 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.

The Company further expects that its cash, cash equivalents, and investments as of September 30, 2025 of $ 213.3 million will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements.

Risks and Uncertainties

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The Company may be unable to raise additional capital or enter into such other agreements when needed on favorable terms or at all.

The inability to raise capital as and when needed would have a negative impact on the Company’s financial

condition and its ability to pursue its business strategy.

The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy.

The Company will need to generate significant revenue to achieve profitability, and it may never do so.

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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 June 30, 2025, the results of its operations for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and its cash flows for the six months ended June 30, 2025 and 2024.

The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2025 and 2024 are also unaudited.

The results for the three and six months ended June 30, 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 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, 2025, the results of its operations for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and its cash flows for the nine months ended September 30, 2025 and 2024.

The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2025 and 2024 are also unaudited.

The results for the three and nine months ended September 30, 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.

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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.

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

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

11 unchanged sentences

Total other income, net 3,391 1,714 4,679 4,639

Provision for income taxes — 134 — —

Net loss $ ( 50,582 ) $ ( 52,518 ) $ ( 155,063 ) $ ( 153,606 )

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The Company is currently evaluating the impact this ASU will have on its disclosures.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

This update introduces a scope exception to derivative accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties.

Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right to receive or retain the consideration becomes unconditional.

The amendments can be applied prospectively or modified retrospectively and are effective for annual and interim

periods beginning after December 15, 2026.

The Company is currently evaluating the impact to the Company’s consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption .

1 unchanged sentence

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 June 30, 2025:

As of September 30, 2025:

(in thousands) Level 1 Level 2 Level 3 Total

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

As of June 30, 2025:

As of September 30, 2025:

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

9 unchanged sentences

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

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

1 unchanged sentence

Marketable securities in unrealized loss positions consisted of the following:

As of June 30, 2025:

As of September 30, 2025:

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

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Corporate debt securities 16 $ 25,707 $ ( 6 )

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 June 30, 2025 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.

1 unchanged sentence

Property and equipment, net consisted of the following:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

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Depreciation expense related to property and equipment is as follows:

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

1 unchanged sentence

Employee compensation and benefits $ 6,759 $ 8,976

Research and clinical costs

License fee 1,562 1,938

Research and clinical costs

Facility related — 2,811

7 unchanged sentences

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 June 30, 2025 and December 31, 2024.

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, 2025 and December 31, 2024.

Accounting Considerations

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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 continued to make the disputed payments under the 60 First Street Lease under protest.

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 June 30, 2025 and December 31, 2024, respectively.

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.

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

The disputed payments are recorded within other current assets on the Company’s condensed consolidated balance sheets and were $ 13.9 million, and $ 10.8 million as of September 30, 2025 and December 31, 2024, respectively.

Arsenal Street, Watertown, Massachusetts Leases

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

The 480 Arsenal Amendment provides the Company with an additional 9,400 square feet of combined laboratory and office space (the “Expansion Space”) at no additional cost and also provides an early termination date for the existing space and the Expansion Space.

The lease for space at 480 Arsenal Street, including the Expansion Space, terminated on April 30, 2025.

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

1 unchanged sentence

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 June 30, 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 September 30, 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.

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The Company allocated the consideration under the combined contract among the two lease components based on their relative fair market value.

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

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 June 30, 2025:

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, 2025:

(in thousands) Undiscounted

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Effective July 30, 2025, the Company terminated the sales agreement prospectus (the “ATM Prospectus”) filed with the shelf registration statement on Form S-3 (File No.

333-275321) and related to the shares of the Company’s common stock issuable pursuant to the Sales Agreement.

As a result, the Company will not make any sales of its common stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new

registration statement is filed.

333-275321) and related to the shares of the Company’s common stock issuable pursuant to the Sales Agreement (the “Prior Registration Statement”).

As a result, the Company will not make any sales of its common stock pursuant to the Sales Agreement, unless and until a new

prospectus, prospectus supplement or a new registration statement is filed.

Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.

As of June 30, 2025 and as of the date these condensed consolidated financial statements are issued, the Company has not sold any shares of common stock under the ATM Prospectus.

As of September 30, 2025 and as of the date these condensed consolidated financial statements are issued, the Company has not sold any shares of common stock under the ATM Prospectus.

Stock-Based Compensation

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

As of June 30, 2025, the Company had 28,080,152 shares reserved under the 2022 Plan and the 2019 Plan, and 9,478,749 shares available for issuance under the 2022 Plan.

As of September 30, 2025, the Company had 25,965,119 shares reserved under the 2022 Plan and the 2019 Plan, and 8,655,858 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 June 30, 2025, the Company had 1,619,579 shares available for issuance under the 2022 ESPP.

During the six months ended June 30, 2025, the Company issued 133,612 shares of the Company’s common stock under the 2022 ESPP.

As of September 30, 2025, the Company had 1,619,579 shares available for issuance under the 2022 ESPP.

During the nine months ended September 30, 2025, the Company issued 133,612 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 six months ended June 30, 2025:

Number of Shares Weighted-Average Exercise Price

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2025:

Number of Shares Weighted-Average

Exercise Price 1

Outstanding at December 31, 2024 11,410,691 $ 5.91

2 unchanged sentences

Cancelled or forfeited ( 3,282,905 ) 7.58

Outstanding at June 30, 2025 16,839,673 $ 6.14

Options vested and exercisable at June 30, 2025 7,106,428 $ 8.45

Options vested and expected to vest at June 30, 2025 16,839,673 $ 6.14

As of June 30, 2025, there was $ 30.5 million of total unrecognized compensation cost related to time-based unvested stock options.

Outstanding at September 30, 2025 15,579,697 $ 3.70

Options vested and exercisable at September 30, 2025 6,742,388 $ 4.84

Options vested and expected to vest at September 30, 2025 15,579,697 $ 3.70

1 Weighted-average exercise price for shares outstanding at the beginning of the period and at the end of period reflect the exercise price resulting from the one-time repricing, which is discussed in detail below.

As of September 30, 2025, there was $ 30.3 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 2.7 years.

Performance-Based Stock Options

The following table summarizes the Company’s performance-based stock option activity for the six months ended June 30, 2025:

The following table summarizes the Company’s performance-based stock option activity for the nine months ended September 30, 2025:

Number of Shares Weighted-Average

Grant Date Fair

Exercise Price 1

Outstanding at December 31, 2024 1,061,730 $ 5.90

2 unchanged sentences

Cancelled or forfeited ( 32,166 ) 7.96

Outstanding at June 30, 2025 1,761,730 $ 4.94

Vested and exercisable at June 30, 2025 845,646 $ 6.87

As of June 30, 2025, there was $ 2.1 million of total unrecognized compensation cost related to performance-based stock options.

Outstanding at September 30, 2025 1,729,564 $ 4.01

Vested and exercisable at September 30, 2025 813,480 $ 5.26

As of September 30, 2025, there was $ 2.1 million of total unrecognized compensation cost related to performance-based stock options.

Repricing of Certain Outstanding Stock Options

On June 22, 2025, the Board of Directors approved, and on August 1, 2025 (the “Repricing Date”), the Company’s stockholders approved, a one-time repricing (the “Option Repricing”) of certain outstanding stock options granted to, and held by, certain of the Company’s current employees, including its executive officers, and members of the Board of Directors through the Repricing Date (collectively, the “Eligible Optionholders”), under the 2019 Plan and 2022 Plan (collectively, the “Plans”).

The Option Repricing impacted up to an aggregate of 8,285,387 shares of common stock (such options, the “Eligible Options”) that have exercise prices in excess of $ 4.04 (the “Repriced Exercise Price”), which was the closing trading price per share of the Company’s common stock on The Nasdaq Global Market on the Repricing Date.

The Option Repricing impacted shares of common stock (such options, the “Eligible Options”) that have exercise prices in excess of $ 4.04 (the “Repriced Exercise Price”), which was the

closing trading price per share of the Company’s common stock on The Nasdaq Global Market on the Repricing Date.

Effective as of the Repricing Date, the per share exercise price of each Eligible Option held by an Eligible Optionholder on the Repricing Date was automatically reduced to the Repriced Exercise Price.

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Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, will remain in full force and effect.

The Company is in the process of evaluating the accounting impact of the Option Repricing.

As a result of the option repricing, the Company expects to recognize incremental expense of $ 5.1 million over a weighted average period of 2.3 years.

Performance-Based Restricted Common Stock Awards

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

The following table summarizes the Company’s performance-based restricted common stock activity for the six months ended June 30, 2025:

The following table summarizes the Company’s performance-based restricted common stock activity for the nine months ended September 30, 2025:

Number of Shares Weighted-Average Grant-Date Fair Value

1 unchanged sentence

Repurchased — —

Outstanding at June 30, 2025 3,472,546 $ 0.06

Outstanding at September 30, 2025 3,472,546 $ 0.06

Restricted Stock Units

During the three and nine months ended September 30, 2025, the Company issued 2,000,000 restricted stock units.

Further, the Company determined that as the obligation underlying the restricted stock units were satisfied during the period, the $ 8.2 million expense related to the restricted stock units shall be recognized in full during the three

and nine months ended September 30, 2025.

The amount is recorded as research and development expense on the Company’s condensed consolidated statements of operations.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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Bristol-Myers Squibb — Related Party

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

(in thousands) June 30,

Supplemental information related to the Research Collaboration and License Agreement (the “BMS Collaboration Agreement”) with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“BMS”), consisted of the following:

(in thousands) September 30,

2025 December 31,

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Deferred revenue, net of current — related party $ 59,751 $ 63,218

Three Months Ended June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

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Revenue recognized from performance obligations fully or partially satisfied in previous periods $ — $ — $ 3 $ —

As of June 30, 2025, the aggregate amount of the transaction price allocated to performance obligations under the BMS Collaboration Agreement that are partially unsatisfied was $ 67.9 million.

As of September 30, 2025, the aggregate amount of the transaction price allocated to performance obligations under the BMS Collaboration Agreement that are partially unsatisfied was $ 66.7 million.

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.

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In July 2025, the Company entered into an agreement with the Cystic Fibrosis Foundation (“CFF”), under which CFF has agreed to provide up to $ 24 million in additional funding to accelerate the development of Prime Editors designed to permanently correct cystic fibrosis-related lung disease.

The $ 24 million funding will be provided in two equal tranches, subject to certain closing conditions and scientific milestones.

The first tranche includes a $ 6 million equity investment in the Company, which was received as part of the August 2025 offering.

The $ 24 million funding includes two equal tranches, subject to certain closing conditions and scientific milestones.

The first tranche included a $ 6 million cash funding (“Royalty Funding”), received in August 2025, and a $ 6 million equity investment in the Company, which was received as part of the August 2025 offering.

Any proceeds under the second tranche are payable subject to achieving specific milestones which have not been achieved to date.

The Company is obligated to return any of the Royalty Funding not used in development of the program covered by this agreement.

In return, the Company has agreed to pay to CFF royalties on future sales of any products covered under this agreement, to be determined based on the aggregate annual net sales of products and net amount of Royalty Funding received by the Company.

In addition, in the event of a sale, license or transfer to a third-party of rights in the technology developed under this agreement, or a change of control transaction, the Company will pay a percentage of the proceeds received to CFF, up to 2.5 x the net Royalty Funding received.

CFF’s additional investment builds on initial funding received under the Company’s therapeutic development agreement with CFF in January 2024.

Due to the Company’s obligation to repay the Royalty Funding in the event of a change in control regardless of the outcome of the research and development associated with the payment, the Company determined that CFF’s $ 6 million Royalty Funding represented a liability.

This amount, along with the $ 12.0 million received under the CFF agreement entered into in 2024, is recorded as research funding liability on the condensed consolidated balance sheets.

Beam Collaboration Agreement — Related Party

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If the final resolution of the matter is adverse to the Company, the arbitration panel may provide Beam with relief including, among other things, monetary damages and/or an order that the Company cease work on its AATD program and transfer such program to Beam.

Amendment No.

4 and Amendment No.

5 to The Broad Institute License Agreement

In September 2025, the Company entered into a Fourth Amendment to License Agreement (the “Fourth Amendment”) and Fifth Amendment to License Agreement (the “Fifth Amendment” and, together with the Fourth Amendment, the “Amendments”) with The Broad Institute, Inc.

(“Broad”), which amended the license agreement by and between the Company and Broad, dated as of September 26, 2019, as previously amended on May 5, 2020, February 18, 2021, and December 22, 2022, and as further amended by the letter agreement dated September 27, 2024 (as amended, the “Broad-Prime License Agreement”), to, among other things, modify certain licensed patent applications listed therein.

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

Side Letter No.

2 to The Broad Institute License Agreement

In connection with the Amendments, the Company also entered into a second letter agreement (the “Second Letter Agreement”) with Broad in September 2025, which amends the Broad-Prime License Agreement.

The Second Letter Agreement, among other things, modifies certain development milestones and related payment obligations under the BMS Collaboration Agreement.

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

Net Loss per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Diluted net loss per share available to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period.

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.

For purposes of this calculation, preferred stock, unvested restricted stock awards 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.

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 June 30,

As of September 30,

Anti-dilutive common stock equivalents:

Options to purchase common stock 16,393,177 12,061,612

Unvested restricted common stock 3,472,546 3,729,877

Unvested restricted common stock awards 3,472,546 3,565,262

Total anti-dilutive common stock equivalents:

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

Going forward, we will focus our resources on advancing our in vivo liver franchise, where we are advancing programs to cure two of the largest genetic liver diseases, Wilson’s Disease and Alpha-1 Antitrypsin Deficiency, or AATD.

We are focused on advancing our in vivo liver franchise, where we are advancing programs to cure two of the largest genetic liver diseases, Wilson’s Disease and Alpha-1 Antitrypsin Deficiency, or AATD.

Both programs are currently in late stages of pre-clinical development and are on track for IND and/or CTA filings in the first half of 2026 for Wilson’s Disease and the middle of 2026 for AATD.

We intend to leverage the modularity of our platform to expeditiously and efficiently develop these programs supported by our universal liver lipid nanoparticle along with potential regulatory, clinical and other synergies from our modular technology.

We will also continue our in vivo Cystic Fibrosis program with support from the Cystic Fibrosis Foundation, and our efforts to develop Prime Edited CAR-T products for hematology, immunology and oncology in partnership with Bristol-Myers Squibb Company.

We also continue to advance our in vivo Cystic Fibrosis program with support from the Cystic Fibrosis Foundation, and our efforts to develop Prime Edited CAR-T products for hematology, immunology and oncology in partnership with Bristol-Myers Squibb Company.

In addition, we will continue to pursue additional business development opportunities to accelerate innovation, ensure the broadest application of Prime Editing, and further bolster our financial resources.

For example, in July 2025, we announced that the Cystic Fibrosis Foundation has agreed to provide us with up to $24 million in additional funding to accelerate the development of Prime Editors designed to permanently correct cystic fibrosis-related lung disease.

The Cystic Fibrosis Foundation’s additional investment builds on initial funding received under our therapeutic development agreement with the Cystic Fibrosis Foundation in January 2024, and reflects its interest in Prime Editing as a potentially curative approach for cystic fibrosis.

We intend to leverage the technology’s versatility and modularity to address multiple disease-causing mutations, potentially treating the vast majority of people with cystic fibrosis.

We will initially focus on a program targeting G542X, one of the most prevalent cystic fibrosis-causing nonsense mutations and one for which there are no available therapies.

In addition, we will continue to advance hotspot and PASSIGE-based approaches for other mutations with funding received from the Cystic Fibrosis Foundation under its initial commitment in 2024.

We recently announced initial data from the first patient dosed in our Phase 1/2 trial in chronic granulomatous disease, or CGD.

In this patient dosed, a single dose of PM359, our candidate for the treatment of CGD, led to 58% dihydrorhodamine positivity by Day 15, 66% by Day 30 and 71% by Day 60, exceeding levels of dihydrohomadine positivity believed to be potentially curative.

In August 2025, we announced additional data from the first patient dosed and initial data from the second patient dosed in our Phase 1/2 trial in chronic granulomatous disease, or CGD.

In the first patient dosed, a single dose of PM359, our candidate for the treatment of CGD, led to 58% dihydrorhodamine positivity by Day 15, 66% by Day 30 and 71% by Day 60, exceeding levels of dihydrohomadine positivity believed to be potentially curative.

In the second patient dosed in the trial, a single dose of PM359 led to a 70% dihydrorhodamine positivity by day 15 and 80% by day 30.

In both patients, we also observed successful manufacturing from a single mobilization, no serious adverse events related to PM359 and rapid neutrophil and platelet engraftment when compared to other commercially available autologous genetic therapy benchmarks.

We continue to believe PM359 has the potential to transform the care of p47phox CGD.

Based on the data from the two patients, we continue to believe PM359 has the potential to transform the care of p47phox CGD.

We are planning to have regulatory interactions based on the current data set.

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Milestone payments made upon regulatory approval will be capitalized and amortized over the remaining useful life of the related product.

We expect our research and development expenses to continue to increase substantially for the foreseeable future with our planned research and development activities related to developing any future product candidates, including investments in manufacturing, as we advance any product candidates we may identify and begin to conduct clinical trials, and with our obligations under the BMS Collaboration Agreement.

We expect our research and development expenses may continue to increase in the future with our planned research and development activities related to developing any future product candidates, including investments in manufacturing, as we advance any product candidates we may identify and begin to conduct clinical trials, and with our obligations under the BMS Collaboration Agreement.

General and Administrative Expenses

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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and facilities, depreciation and other general and administrative expenses, which include direct or allocated expenses for rent and maintenance of facilities and utilities.

We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support research and development activities;

We anticipate that our general and administrative expenses will increase in the future if we increase our headcount to support research and development activities;

increased accounting, legal, insurance, and investor and public relations costs as we continue to operate as a public company;

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Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

Comparison of the Three Months Ended September 30, 2025 and 2024

Operating Expenses

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Three Months Ended

September 30,

(in thousands) 2025 2024 Change

Research and development expenses:

Personnel expenses $ 14,448 $ 16,198 $ (1,750)

Facility related $ 11,353 $ 7,735 $ 3,618

Research costs 8,116 11,390 (3,274)

Personnel expenses 10,898 14,935 (4,037)

License, intellectual property fees, and other 9,470 5,447 4,023

Research costs 8,379 9,714 (1,335)

Professional and consultant fees 2,720 1,786 934

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Total research and development expenses $ 43,990 $ 40,340 $ 3,650

The $1.7 million decrease in research and development expense for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 was primarily driven by:

• $3.3 million decrease in research costs due to the deprioritization of our CGD programs as we strategically focus our internal efforts on advancing our in vivo liver franchise;

• $1.8 million decrease in personnel expenses, driven primarily by a decrease of $1.0 million in stock-based compensation expense and fewer R&D personnel resulting from workforce reduction;

• $1.1 million decrease in clinical expenses due to the deprioritization of our CGD programs and discontinuation of our efforts to independently advance our PM359 program to focus on our liver franchise and programs funded through external partnerships.

These were offset by:

The $3.7 million increase in research and development expense for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 was primarily driven by:

• $4.0 million increase in license and IP costs, primarily due to the issuance of restricted stock units;

• $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.

• $1.6 million increase in license and IP costs as we advance our in vivo liver franchise and pipeline.

These were offset by:

• $4.0 million decrease in personnel expenses resulting from the workforce reduction announced in May 2025;

• $1.3 million decrease in research and development costs due to the deprioritization of our CGD programs as we strategically focus our internal efforts on advancing our in vivo liver franchise.

General and Administrative Expenses

Three Months Ended

September 30,

(in thousands) 2025 2024 Change

General and administrative expenses:

Personnel expenses $ 7,082 $ 6,956 $ 126

Professional and consultant fees $ 5,041 $ 4,198 $ 843

Personnel expenses 4,370 7,433 (3,063)

Facility related and other 1,797 2,470 (673)

Total general and administrative expenses $ 11,208 $ 14,101 $ (2,893)

The $0.5 million increase in general and administrative expense for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 is primarily driven by a $1.1 million increase in professional and consultant fees due to an increase in corporate legal expenses.

The $2.9 million decrease in general and administrative expense for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily driven by a $3.1 million decrease in personnel expenses resulting from the workforce reduction announced in May 2025, including a decrease of $1.9 million in stock-based compensation expense.

Other Income (Expense)

Three Months Ended

September 30,

(in thousands) 2025 2024 Change

Other income:

Change in fair value of short-term investment — related party $ 1,454 $ 215 $ 1,239

Interest income 1,141 697 444

Accretion (amortization) of investments 752 885 (133)

Change in fair value of short-term investment — related party (505) (1,925) 1,420

Other income, net 44 (83) 127

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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 Six Months Ended June 30, 2025 and 2024

Comparison of the Nine Months Ended September 30, 2025 and 2024

Operating Expenses

Research and Development Expenses

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024 Change

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Total research and development expenses $ 125,927 $ 121,185 $ 4,742

The $1.1 million increase in research and development expense for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was primarily driven by:

The $4.7 million increase in research and development expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was primarily driven by:

• $9.7 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;

• $5.3 million increase in license and IP costs as we advance our in vivo liver franchise and pipeline.

This is offset by:

These were offset by:

• $6.0 million decrease in personnel expenses, driven primarily by fewer R&D personnel resulting from the workforce reduction announced in May 2025;

• $5.2 million decrease in research costs due to the deprioritization of our CGD programs as we strategically focus our internal efforts on advancing our in vivo liver franchise.

• $2.0 million decrease in personnel expenses, driven primarily by a decrease of $0.9 million in stock-based compensation expense and fewer R&D personnel resulting from the workforce reduction.

General and Administrative Expenses

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024 Change

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Total general and administrative expenses $ 37,609 $ 37,860 $ (251)

The $2.6 million increase in general and administrative expense for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 is primarily driven by:

• $1.4 million increase in personnel expenses in connection with the reduction in force, primarily consisting of one-time severance payments and other employee termination-related expenses;

• $1.3 million increase in professional and consultant fees due an increase in corporate legal expenses.

The $0.3 million decrease in general and administrative expense for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is primarily driven by $1.7 million decrease in personnel expenses driven primarily by a decrease of $2.3 million in stock-based compensation expense, offset by one-time severance payments and other employee termination-related expenses in connection with the May 2025 reduction in force.

This is further offset by a $2.1 million increase in professional and consultant fees due an increase in corporate legal expenses.

Other Income (Expense)

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024 Change

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Total other income, net $ 4,679 $ 4,639 $ 40

Interest income

Increase in interest income is a result of an increase in interest bearing marketable securities purchased from funds raised in our August 2025 offering.

Accretion (amortization) of investments

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Since our inception, we have incurred significant operating losses.

We expect to incur significant expenses and operating losses for the foreseeable future as we advance the preclinical development of our current research programs, commence the clinical development of any product candidates we may identify, and continue our platform development and early-stage research activities.

platform development and early-stage research activities.

We have not yet commercialized any products and we do not expect to generate revenue from sales of products for several years, if at all.

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 June 30, 2025, we had cash, cash equivalents, and investments of $101.8 million, excluding our restricted cash, or $115.4 million, including restricted cash.

As of September 30, 2025, we had cash, cash equivalents, and investments of $213.3 million, excluding our restricted cash, or $227.0 million, including restricted cash.

In November 2023, we entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) under which we may, from time to time, issue and sell shares of our common stock having aggregate sales proceeds of up to $300.0 million, in a series of one or more at-the-market equity offerings (the “ATM Program”).

Effective July 30, 2025, we terminated the sales agreement prospectus (the “ATM Prospectus”) filed with the shelf registration statement on Form S-3 (File No.

333-275321) and related to the shares of our common stock issuable pursuant to the Sales Agreement.

333-275321) and related to the shares of our common stock issuable pursuant to the Sales Agreement (the “Prior Registration Statement”).

As a result, we will not make any sales of our common stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed.

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As of the date of this Quarterly Report on Form 10-Q, we have not sold any shares of common stock under the ATM program.

Concurrently with the filing of this Quarterly Report on Form 10-Q, we plan to file a new registration statement on Form S-3ASR, including a sales agreement prospectus with respect to the ATM Program, to replace the Prior Registration Statement, which will expire on November 13, 2026, in accordance with applicable SEC regulations.

Pursuant to Rule 415(a)(6) under the Securities Act, the offering of securities under the Prior Registration Statement will be deemed terminated as of the effectiveness of the new registration statement.

In August 2025, we issued and sold 43,700,000 shares of our common stock, including 5,700,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $3.30 per share.

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

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

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Net cash used in operating activities $ (125,308) $ (139,110)

Net cash used in investing activities (44,971) (30,138)

Net cash (used in) provided by investing activities (137,093) 20,204

Net cash provided by financing activities 150,950 195,875

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Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025 was driven primarily by the following uses of cash:

Net cash used in operating activities for the nine months ended September 30, 2025 was driven primarily by the following uses of cash:

• $155.1 million net loss;

• $2.4 million change in deferred revenue — related party;

• $3.7 million change in lease liabilities

• $3.6 million change in deferred revenue — related party;

• $2.8 million change in accrued expenses and other current liabilities.

These were offset by:

• $36.3 million of non-cash amounts included in net loss, which primarily consisted of stock-based compensation expense, restricted stock issuance expense, non-cash lease expense, depreciation expense, and change in fair value of short-term investment — related party;

• $1.9 million change in prepaid and other current assets;

• $1.6 million change in accounts payable.

These were offset by $21.3 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.

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

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

• $153.6 million net loss;

• $55.0 million change in collaboration receivable — related party;

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

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

• $7.7 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;

• $2.0 million change in accrued expenses and other current liabilities.

• $2.5 million change in prepaid and other current assets.

These were offset by $22.8 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 used in investing activities for the six months ended June 30, 2025 was driven primarily by the following:

• $41.0 million of purchases of marketable securities, net of maturities;

• $4.0 million of purchases of property and equipment.

Net cash used in investing activities for the six months ended June 30, 2024 was driven primarily by the following:

Net cash used in investing activities for the nine months ended September 30, 2025 was driven primarily by the following:

• $132.9 million of purchases of marketable securities, net of maturities;

• $4.2 million of purchases of property and equipment.

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

Financing Activities

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

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

Net cash provided by financing activities for the nine months ended September 30, 2025 was driven primarily by the following:

• $138.4 million of net proceeds from issuances of common stock in our August 2025 public offering;

• $12.0 million of proceeds received under our agreement with Cystic Fibrosis Foundation.

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

• $132.1 million of net proceeds from issuances of common stock in 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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We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the preclinical activities and studies and initiate clinical trials.

In addition, if we obtain regulatory approval for any product candidates, we expect to incur significant expenses related to product sales, marketing, and distribution to the extent that such sales,

marketing and distribution are not the responsibility of potential collaborators.

In addition, if we obtain regulatory approval for any product candidates, we expect to incur significant expenses related to product sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of potential collaborators.

Further, we have incurred, and expect to continue to incur, costs associated with operating as a public company.

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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, including funds from our August 2025 offering, will be sufficient to fund our operating expenses and capital expenditure requirements into 2027.

We believe our existing cash, cash equivalents, and investments will be sufficient to fund our operating expenses and capital expenditure requirements into 2027.

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.

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Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, additional collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interest may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect your rights as a common stockholder.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interest may be materially diluted, and the terms

of such securities could include liquidation or other preferences that adversely affect your rights as a common stockholder.

Debt and equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends.

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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 six months ended June 30, 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.

During the nine months ended September 30, 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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Actual results may differ from these estimates.

During the six months ended June 30, 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.

During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and significant judgments 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

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2, Summary of Significant Accounting Policies , to our audited financial statements for the year ended December 31, 2024, and notes thereto, included in our Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.

Emerging Growth Company Status

Emerging Growth Company and Smaller Reporting Company Status

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

“opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

As a result of this election, our condensed consolidated financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates.

We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

We are also a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year.

We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.

If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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