Editas Medicine, Inc.
A biotech company that develops treatments for serious diseases by editing genes with CRISPR, a molecular tool that snips and rewrites DNA. Founded in 2013 in Cambridge, Massachusetts, it was started by pioneers of the field including Jennifer Doudna and Feng Zhang, and its name comes from the Latin word "edit." Its medicines aim at inherited conditions such as blood disorders and cardiovascular disease.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Editas Medicine, Inc. Condensed Consolidated Balance Sheets (unaudited) (amounts in thousands, except share and per share data) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 181,815 $ 146,645 Marketable securities 29,830 — Accounts receivable…
Editas Medicine, Inc. Condensed Consolidated Balance Sheets (unaudited) (amounts in thousands, except share and per share data) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 181,815 $ 146,645 Marketable securities 29,830 — Accounts receivable 2,725 15,176 Prepaid expenses and other current assets 3,697 2,074 Total current assets 218,067 163,895 Property and equipment, net 2,574 3,542 Right-of-use assets 13,747 16,121 Restricted cash and other non-current assets 2,976 2,976 Total assets $ 237,364 $ 186,534 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 4,741 $ 2,605 Accrued expenses 17,365 32,610 Liability for sale of future revenues, current 7,500 5,000 Deferred revenue, current 32,315 — Operating lease liabilities, current 6,513 6,031 Total current liabilities 68,434 46,246 Operating lease liabilities, net of current portion 8,998 12,071 Liability for sale of future revenues, net of current portion 48,238 53,605 Deferred revenue, net of current portion 4,000 44,509 Other non-current liabilities 2,413 2,815 Total liabilities 132,083 159,246 Commitments and contingencies (Note 7) Stockholders’ equity Preferred stock, $0.0001 par value per share: 5,000,000 shares authorized; no shares issued or outstanding — — Common stock, $0.0001 par value per share: 390,000,000 shares authorized; 153,530,898 and 97,866,996 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 15 10 Additional paid-in capital 1,776,987 1,655,781 Accumulated other comprehensive income (loss) (6) — Accumulated deficit (1,671,715) (1,628,503) Total stockholders’ equity 105,281 27,288 Total liabilities and stockholders’ equity $ 237,364 $ 186,534 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Operations (unaudited) (amounts in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Collaboration and other research and development revenues $ 11,890 $ 3,578 $ 14,721 $ 8,236 Operating expenses: Research and development 20,180 16,181 37,780 42,774 General and administrative 11,603 12,859 21,837 26,234 Restructuring and impairment charges (1,339) 26,082 (1,339) 66,935 Total operating expenses 30,444 55,122 58,278 135,943 Operating loss (18,554) (51,544) (43,557) (127,707) Other income (expense), net: Interest expense related to sale of future revenues (1,061) (2,020) (2,133) (4,236) Interest income, net 1,368 2,087 2,574 4,803 Other income (expense), net 17 (1,758) (96) (2,183) Total other income (expense), net 324 (1,691) 345 (1,616) Net loss $ (18,230) $ (53,235) $ (43,212) $ (129,323) Net loss per share, basic and diluted $ (0.15) $ (0.63) $ (0.40) $ (1.54) Weighted-average common shares outstanding, basic and diluted 119,294,615 84,412,200 108,646,137 83,737,382 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Comprehensive Loss (unaudited) (amounts in thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net loss $ (18,230) $ (53,235) $ (43,212) $ (129,323) Other comprehensive loss: Unrealized loss on marketable debt securities (6) (73) (6) (253) Comprehensive loss $ (18,236) $ (53,308) $ (43,218) $ (129,576) The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (amounts in thousands, except share data) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2025 97,866,996 $ 10 $ 1,655,781 $ — $ (1,628,503) $ 27,288 Vesting of restricted common stock awards 34,038 — — — — — Stock-based compensation expense — — 2,102 — — 2,102 Net loss — — — — (24,982) (24,982) Balance at March 31, 2026 97,901,034 $ 10 $ 1,657,883 $ — $ (1,653,485) $ 4,408 Issuance of common stock and warrants to purchase future common stock from financing 55,555,556 5 116,875 — — 116,880 Exercise of stock options 20,040 — 36 — — 36 Stock-based compensation expense — — 2,193 — — 2,193 Vesting of restricted common stock awards 54,268 — — — — — Unrealized loss on marketable debt securities — — — (6) — (6) Net loss — — — — (18,230) (18,230) Balance at June 30, 2026 153,530,898 $ 15 $ 1,776,987 $ (6) $ (1,671,715) $ 105,281 Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2024 82,734,696 $ 8 $ 1,602,441 $ 268 $ (1,468,443) $ 134,274 Issuance of common stock from at-the-market equity offering, net 706,236 — 1,435 — — 1,435 Vesting of restricted common stock awards 268,604 — — — — — Stock-based compensation expense — — 2,979 — — 2,979 Unrealized loss on marketable debt securities — — — (180) — (180) Net loss — — — — (76,088) (76,088) Balance at March 31, 2025 83,709,536 $ 8 $ 1,606,855 $ 88 $ (1,544,531) $ 62,420 Issuance of common stock from at-the-market equity offering, net 3,419,836 1 7,184 — — 7,185 Stock-based compensation expense — — 2,664 — — 2,664 Vesting of restricted common stock awards 102,894 — — — — — Issuance of common stock under employee stock purchase plan 156,159 — 228 — — 228 Unrealized loss on marketable debt securities — — — (73) — (73) Net loss — — — — (53,235) (53,235) Balance at June 30, 2025 87,388,425 $ 9 $ 1,616,931 $ 15 $ (1,597,766) $ 19,189 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Table of Contents Editas Medicine, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (amounts in thousands) Six Months Ended June 30, 2026 2025 Cash flow from operating activities Net loss $ (43,212) $ (129,323) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 4,295 5,643 Depreciation 899 3,751 Loss on disposal of fixed assets 111 2,193 Net accretion of discounts on marketable securities (142) (840) Interest related to sale of future revenues 2,133 4,236 Impairment of held for sale assets — 3,724 Other non-cash items (17) (390) Changes in operating assets and liabilities: Accounts receivable 12,451 15,678 Prepaid expenses and other current assets (1,623) (418) Right-of-use assets 2,242 8,694 Other non-current assets — 1,025 Accounts payable 1,669 1,231 Accrued expenses (15,397) 2,271 Accrued interest on sale of future revenues (5,000) (2,128) Deferred revenue (8,194) (6,221) Operating lease liabilities (2,442) (9,048) Other non-current liabilities (402) 1,911 Net cash used in operating activities (52,629) (98,011) Cash flow from investing activities Purchases of property and equipment (198) (114) Proceeds from the sale of equipment 156 151 Purchases of marketable securities (29,694) — Proceeds from maturities of marketable securities — 99,000 Net cash provided by (used in) investing activities (29,736) 99,037 Cash flow from financing activities Proceeds from offering of common stock, net of issuance costs 117,499 — Repayment on sale of future revenues — (2,872) Proceeds from issuance of common stock from at-the-market equity offering — 8,619 Proceeds from exercise of stock options 36 — Proceeds from issuance of common stock under employee stock purchase plan — 228 Net cash provided by financing activities 117,535 5,975 Net increase (decrease) in cash, cash equivalents, and restricted cash 35,170 7,001 Cash, cash equivalents, and restricted cash, beginning of period 149,315 135,418 Cash, cash equivalents, and restricted cash, end of period $ 184,485 $ 142,419 Cash and cash equivalents, end of period 181,815 138,542 Restricted cash1 2,670 3,877 Cash, cash equivalents, and restricted cash, end of period $ 184,485 $ 142,419 7 Table of Contents 1 As of June 30, 2026 and June 30, 2025, restricted cash of $2,670 and $3,877 was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet, respectively. Supplemental disclosure of cash and non-cash activities: Offering expenses included in accounts payable and accrued expenses 619 — Cash paid for interest 5,000 2,128 Cash paid in connection with operating lease liabilities 4,011 11,048 Remeasurement of operating lease liabilities and right-of-use assets due to lease modification 793 766 Non-cash termination of right-of-use asset — 4,849 The accompanying notes are an integral part of the condensed consolidated financial statements. 8 Table of Contents Editas Medicine, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Nature of Business Editas Medicine, Inc. (the “Company”) is a pioneering gene editing company dedicated to developing transformative genomic medicines to treat a broad range of serious diseases. The Company was incorporated in the state of Delaware in September 2013. Its principal offices are in Cambridge, Massachusetts. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital. The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with the Bristol-Myers Squibb Company (“BMS”), through its wholly owned subsidiary Juno Therapeutics, Inc. (“Juno Therapeutics”), payments received under its former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020, payments received under a purchase and sale agreement with DRI Healthcare Acquisitions LP (“DRI,” and such agreement, the “DRI Agreement”), and payments received under the Company’s license agreement with Vertex Pharmaceuticals, Inc. (“Vertex”, and such agreement, the “Vertex License Agreement”). The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products. Liquidity As of June 30, 2026, the Company has raised an aggregate of $1.2 billion in net proceeds through the sale of shares of its common stock in public offerings and at-the-market offerings. The Company also has funded its business from payments received under its DRI Agreement, under the Vertex License Agreement, under the collaboration with BMS through its wholly owned subsidiary Juno Therapeutics and its former strategic alliance with Allergan (which was terminated in August 2020). As of June 30, 2026, the Company had cash, cash equivalents, and marketable securities of $211.6 million. In May 2026, the Company completed a public offering (the “Offering”) in which it sold 55,555,556 shares of its common stock and accompanying common stock warrants to purchase up to 55,555,556 shares of its common stock (or pre-funded warrants to purchase shares of its common stock in lieu thereof). The Company received net proceeds of approximately $116.9 million after deducting underwriting discounts and commissions and other costs, and excluding any proceeds that may be received from the exercise of the common stock warrants. If all of the common stock warrants sold in the Offering were to be exercised in cash for shares of the Company’s common stock, the Company would receive additional proceeds of approximately $192.5 million. In May 2021, the Company entered into a common stock sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), under which the Company from time to time can issue and sell shares of the Company’s common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $300.0 million. The Company amended the Sales Agreement in February 2024 in connection with filing a new registration statement. In March 2025, the Company further amended the Sales Agreement in connection with amending its existing shelf registration statement following the loss of the Company’s status as a “well-known seasoned issuer” (as defined under Rule 405 of the Securities Act of 1933, as amended), reducing the amount of shares of common stock the Company may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $150.0 million (the “ATM Facility”). In May 2026, the Company notified TD Cowen that it was suspending and terminating the prospectus supplement, dated March 21, 2025, related to the Sales Agreement. The Company will not make any sales of its common stock pursuant to the Sales Agreement unless and until a new prospectus or prospectus supplement is filed and, if applicable, a new registration statement covering such shares of common stock is declared effective by the Securities and Exchange Commission (“SEC”). The Sales Agreement remains in full force and effect. As of June 30, 2026, the Company had sold 14,327,365 shares of common stock under the ATM Facility for gross proceeds of $43.9 million and has $106.1 million of shares of common stock remaining available for issuance and sale under the ATM Facility. 9 Table of Contents The Company has incurred annual net operating losses in every year since its inception. As of August 5, 2026, the issuance date of the condensed consolidated financial statements, the Company expects that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months. The Company had an accumulated deficit of $1.7 billion at June 30, 2026, and will require substantial additional capital to fund its operations. The Company has never generated any product revenue. There can be no assurance that the Company will be able to obtain additional debt or equity financings or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Editas Securities Corporation and Editas Medicine, LLC. All intercompany transactions and balances of the subsidiaries have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair statement of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2026 and 2025 are referred to as the second quarter of 2026 and 2025, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report, except for the following: Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own common stock and whether warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding. When warrants are issued together with other securities in a single transaction, the Company allocates the gross proceeds among the freestanding instruments based on their relative fair values. The Company estimates the fair value of warrants using option pricing models, which require the use of significant unobservable inputs. Such measurements are classified within Level 3 of the fair value hierarchy. Issuance costs are allocated to the warrants on the same relative-fair-value basis. Costs allocated to equity-classified warrants reduce additional paid-in capital, and costs allocated to liability-classified warrants are expensed as incurred. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. Warrants classified in equity are not remeasured after issuance 10 Table of Contents provided they continue to qualify for equity classification. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of warrants classified as liabilities are recognized as a non-cash gain or loss on the statements of operations. Recently Adopted Accounting Pronouncements In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07 Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments provide for a new scope exception to the derivatives guidance for underlyings based on the operations or activities specific to one of the parties to the contract, and also clarify that share-based noncash consideration received from a customer as consideration for the transfer of goods or services in a revenue contract is subject to the revenue guidance and not the financial instruments guidance unless and until the company’s right to receive or retain the share-based noncash consideration is unconditional as defined in the ASU. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the standard prospectively in the first quarter of 2026, and it did not have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosure of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied either prospectively or retrospectively. The Company has not early adopted this ASU and is currently evaluating the impact of this new standard on its condensed consolidated financial statements and related disclosures. 3. Cash Equivalents and Marketable Securities Cash equivalents and marketable securities consisted of the following at June 30, 2026 (in thousands): Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents and marketable securities: Money market funds $ 171,834 — — — 171,834 U.S. Treasuries 39,817 — — (6) 39,811 Total $ 211,651 $ — $ — $ (6) $ 211,645 Cash equivalents consisted of the following at December 31, 2025 (in thousands): Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents: Money market funds 146,645 — — — 146,645 Total $ 146,645 $ — $ — $ — $ 146,645 There were no realized gains or losses on available-for-sale securities during the three months ended June 30, 2026 or 2025. 11 Table of Contents 4. Fair Value Measurements Assets measured at fair value on a recurring basis as of June 30, 2026 were as follows (in thousands): June 30, 2026 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 171,834 $ 171,834 $ — $ — U.S. Treasuries 9,981 9,981 — — Marketable securities: U.S. Treasuries 29,830 29,830 — — Restricted cash and other non-current assets: Money market funds 2,670 2,670 — — Total financial assets $ 214,315 $ 214,315 $ — $ — Assets measured at fair value on a recurring basis as of December 31, 2025 were as follows (in thousands): December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 146,645 $ 146,645 $ — $ — Restricted cash and other non-current assets: Money market funds 2,670 2,670 — — Total financial assets $ 149,315 $ 149,315 $ — $ — The fair value of the Company’s liability for sale of future revenues, as described in Note 12, “Debt”, approximates the amount recorded on the Company’s balance sheet as of June 30, 2026 and December 31, 2025, which represents a Level 3 fair value measurement. 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2026 December 31, 2025 External research and development expenses $ 4,946 $ 9,672 Employee related expenses 3,225 5,220 Sublicense and license fees 1,187 5,501 Intellectual property and patent related fees 1,700 2,105 Professional service expenses 381 232 Employee termination benefits 25 1,555 Restructuring contract costs 5,606 7,769 Other expenses 295 556 Total accrued expenses $ 17,365 $ 32,610 12 Table of Contents 6. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2026 December 31, 2025 Laboratory equipment $ 19,198 $ 21,558 Leasehold improvements 8,404 8,403 Computer equipment 1,161 1,399 Furniture and office equipment 191 191 Software 320 344 Total property and equipment 29,274 31,895 Less: accumulated depreciation (26,700) (28,353) Property and equipment, net $ 2,574 $ 3,542 7. Commitments and Contingencies The Company is a party to a number of license agreements under which the Company licenses patents, patent applications and other intellectual property from third parties. As such, the Company is obligated to pay licensors for various costs including upfront license fees, annual license fees, certain licensor expense reimbursements, success payments, research funding payments, and milestones triggerable upon certain development, regulatory, and commercial events as well as royalties on future product sales. These contracts are generally cancellable, with notice, at the Company’s option and do not have significant cancellation penalties. The terms and conditions as well as the accounting analysis for the Company’s significant commitments and contingencies are described in Note 8, “Commitments and Contingencies” to the consolidated financial statements included in the Annual Report. There have been no material changes to the terms and conditions, or the accounting conclusions, previously disclosed in the Annual Report. The Company is not currently subject to any material contingencies that require disclosure. Licensor Expense Reimbursement The Company is obligated to reimburse The Broad Institute, Inc. (“Broad”) and the President and Fellows of Harvard College (“Harvard”) for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the Amended and Restated Cas9-I License Agreement by and among the Company, Broad, and Harvard (the “Cas9-I License Agreement”), including the interference and opposition proceedings involving patents licensed to the Company under the license agreement, and other license agreements between the Company and Broad. The Company incurred an aggregate of $3.4 million and $5.7 million in expenses during the three and six months ended June 30, 2026, respectively. The Company incurred an aggregate of $2.3 million and $4.2 million in expense during the three and six months ended June 30, 2025, respectively, for such reimbursement. Lease Termination In 2023, the Company entered into a license and service agreement pursuant to which it leased manufacturing space for its continued research and development activities. The lease commenced April 1, 2024. In September 2024, the Company entered into a modification of the lease, and as a result of the modification the lease payments decreased and the notification period for the termination of the license and service agreement increased from 12 months’ prior written notice to 18 months’ prior written notice. In January 2025, the Company gave its termination notice on the license and service agreement, which resulted in the end of the term of the agreement being July 2026, and $8.9 million of remaining payments owed. In April 2025, the Company entered into a further modification to the lease providing that the lease would terminate on April 30, 2025 with a final fixed payment of $3.7 million. 8. Collaboration Agreements The Company has entered into multiple collaborations, out-licenses and strategic alliances with third parties that typically involve payments to or from the Company, including upfront payments, payments for research and development services, option payments, milestone payments and royalty payments to or from the Company. The terms and conditions as 13 Table of Contents well as the accounting analysis for the Company’s significant collaborations, out-licenses and strategic alliances are described in Note 9, “Collaboration Agreements,” to the consolidated financial statements included in the Annual Report. Collaboration Revenue As of June 30, 2026, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS. The following table presents changes in the Company’s accounts receivable and contract liabilities for the six months ended (in thousands): Balance at December 31, 2025 Additions Deductions Balance at June 30, 2026 Accounts receivable $ 15,176 $ 6,744 $ (19,195) $ 2,725 Contract liabilities: Deferred revenue $ 44,509 $ — $ (8,194) $ 36,315 Amendment to BMS Collaboration Agreement In March 2024, the Company entered into an amendment (“2024 Amendment”) to the Second Amended and Restated Collaboration and License Agreement, dated as of November 11, 2019, by and between the Company and BMS, through its wholly owned subsidiary Juno Therapeutics, to extend the collaboration to November 2026, with options to extend the collaboration for up to an additional two years, and to provide BMS the ability to select up to three new gene targets for research. As of June 30, 2026, the options to extend the collaboration have expired. The Company’s accounting assessment for the 2024 Amendment is described in Note 9, “Collaboration Agreements,” to the consolidated financial statements included in the Annual Report. As of June 30, 2026, there was $32.3 million of short-term deferred revenue and no long-term deferred revenue in the accompanying condensed consolidated balance sheets. As of December 31, 2025, there was $44.5 million of long-term deferred revenue in the accompanying condensed consolidated balance sheets. The Company recognized $8.2 million of revenue related to the expiration of certain material rights to opt-in to additional research programs under its collaboration with BMS during the three and six months ended June 30, 2026. This amount was included in deferred revenue at the beginning of the period. During the three and six months ended June 30, 2025, the Company did not recognize any revenue related to its collaboration with BMS. In addition to the collaboration agreements discussed above, the Company has various other collaboration agreements that are not individually significant to its operating results or financial condition at this time. Pursuant to the terms of those agreements, the Company may be required to pay, or it may receive, additional payments contingent upon the occurrence of future events (e.g., upon the achievement of various development and commercial milestones), which in the aggregate could be significant. The Company may also incur, or be reimbursed for, significant research and development costs pursuant to these collaboration agreements. In addition, if any future products related to these collaborations are approved for sale, the Company may be required to pay, or it may receive, royalties on future sales of those products. The payment or receipt of these amounts, however, is contingent upon the occurrence of future events. Due to the uncertainty of clinical development and the high historical failure rates generally associated with drug development and commercialization, it is possible the Company may not receive any such payments under any or all of its existing collaboration and license agreements, including the agreements described within this note. 9. Common Stock Underwritten Offering On May 26, 2026, the Company completed the Offering of 55,555,556 shares (the “Underwritten Shares”) of the Company’s common stock, $0.0001 par value per share, and accompanying common stock warrants to purchase up to 55,555,556 shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof). Each Underwritten Share was offered and sold together with an accompanying common stock warrant at a combined public offering price of $2.25. The underwriters agreed to purchase each Underwritten Share and accompanying common stock warrant from the Company pursuant to the Underwriting Agreement at a combined price of $2.115. The Offering closed on May 27, 2026. Each common stock warrant has an exercise price per share of $3.50 (or $3.4999 if the common stock warrant is being exercised for pre-funded warrants) and the common stock warrants are immediately exercisable from the date of issuance until the earlier of (i) the date that is 30 days following the first public announcement by the Company of 14 Table of Contents Phase 1 clinical data for EDIT-401 that discloses at least three patients in the trial that each demonstrated greater than 80% reduction in LDL-C as compared to baseline with at least one month of follow-up and (ii) May 27, 2029, the third anniversary of the date of issuance. Gross proceeds from the Offering were $125.0 million. Net proceeds were $116.9 million after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Company intends to use the net proceeds for the progression of EDIT-401, including clinical development and manufacturing, and for working capital and other general corporate purposes. Common Stock Warrants Under the terms of the common stock warrants issued in the Offering, the warrant is settled, at the holder's election, in shares of common stock or in a pre-funded warrant to purchase an identical number of shares of common stock as it would have received if it had exercised the warrant for shares of common stock. If the warrant is exercised for a pre-funded warrant, the applicable exercise price for the common stock warrant would be the exercise price of $3.4999 rather than $3.50. The resulting issued pre-funded warrant shall have an exercise price of $0.0001 per share. In addition, if the common stock warrants are exercised for shares, the Company will settle the exercises by delivering registered shares or, if a registration statement covering the underlying shares is unavailable, legended or restricted shares. The common stock warrants may not be settled in cash other than a cash payment in lieu of fractional shares and a customary buy-in remedy for a failure to timely deliver shares. The warrants are subject to customary anti-dilution adjustments for stock dividends and splits, pro rata distributions, and purchase rights, and to adjustment upon specified fundamental transactions. They contain no down-round or other price-based anti-dilution feature. No common stock warrants have been exercised as of July 31, 2026. The Company determined that the common stock warrants are freestanding financial instruments that are legally detachable and separately exercisable from the common stock. The Company evaluated the common stock warrants under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and concluded that they are not within the scope of ASC 480. The warrants do not embody an unconditional obligation to redeem by transferring assets, an obligation to repurchase the Company's shares by transferring assets, or an obligation to issue a variable number of shares with a monetary value based predominantly on a fixed amount, on variations in something other than the fair value of the Company's shares, or on variations inversely related to the Company's share price. The Company then evaluated the common stock warrants under ASC 815-40, Derivatives and Hedging — Contracts in Entity's Own Equity (“ASC 815-40”). The warrants are indexed to the Company's own stock. Under the two-step framework in ASC 815-40-15, neither the exercise contingencies nor the settlement provisions preclude indexation, and the warrants provide for settlement of a fixed number of shares at a fixed exercise price. The warrants also meet the conditions for equity classification in ASC 815-40-25, including that settlement is in the Company's shares, the Company has a sufficient number of authorized and unissued shares to settle the warrants, and the Company controls settlement. Accordingly, the common stock warrants were classified as a component of permanent stockholders' equity within additional paid-in capital. The common stock warrants outstanding at June 30, 2026 are summarized in the table below: Common Stock Warrants Outstanding at December 31, 2025 — Issued 55,555,556 Exercised — Outstanding at June 30, 2026 55,555,556 Common Stock Warrants Valuation and Allocation of Proceeds The fair value of the common stock warrants was measured at issuance for the purpose of allocating the proceeds of the Offering and is a Level 3 measurement within the fair value hierarchy under ASC 820, Fair Value Measurement. The Company estimated the fair value of each warrant at $1.33 using a probability-weighted Black-Scholes option pricing model that reflected two scenarios: (i) a shorter-term scenario running to the expected date of the EDIT-401 Phase 1 data announcement and (ii) a scenario running to the three-year contractual term. The inputs to the option pricing model were the underlying common stock price of $3.08, the exercise price of $3.50, expected volatility of approximately 94.5% to 94.8% based on the Company's historical equity volatility, an expected term reflecting the probability-weighted scenarios, 15 Table of Contents a risk-free interest rate derived from the U.S. Treasury yield curve, and an expected dividend yield of 0%. The measurement is classified as Level 3 because of the significant unobservable inputs, principally the expected term, which depends on the estimated probability and timing of the EDIT-401 Phase 1 data announcement, and the expected volatility. The Company allocated the proceeds between the common stock and the accompanying common stock warrants based on their relative fair values at the pricing date. The fair value of the common stock was its closing price of $3.08 per share, and the fair value of each accompanying common stock warrant was $1.33. The amounts allocated to the common stock and to the warrants are recorded within additional paid-in capital. The Company allocated $87.3 million to the common stock and $37.7 million to the warrants before issuance costs. Issuance costs of $8.1 million were allocated between the common stock and the warrants on the same basis and recorded as a reduction of additional paid-in capital, with no amount expensed because both instruments are classified in equity. The net amount recognized in additional paid-in capital equals $116.9 million of net proceeds, less the par value of the common stock shares issued. 10. Stock-based Compensation Total compensation cost recognized for all stock-based compensation awards in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Research and development $ 644 $ 863 $ 1,187 $ 1,770 General and administrative 1,549 1,801 3,108 3,873 Total stock-based compensation expense $ 2,193 $ 2,664 $ 4,295 $ 5,643 Restricted Stock Units The following is a summary of restricted stock units activity for the six months ended June 30, 2026: Shares Weighted Average Grant Date Fair Value Per Share Unvested restricted stock units as of December 31, 2025 595,730 $ 9.11 Issued — $ — Vested (88,306) $ 10.22 Forfeited (78,990) $ 8.42 Unvested restricted stock units as of June 30, 2026 428,434 $ 9.11 There were no restricted stock units that contained performance-based vesting provisions granted in the six months ended June 30, 2026 and 2025. There was no expense related to the vesting of performance-based restricted stock units for the three and six months ended June 30, 2026 and 2025. As of June 30, 2026, total unrecognized compensation expense related to unvested restricted stock units was $1.7 million, which the Company expects to recognize over a remaining weighted-average period of 1.1 years. 16 Table of Contents Stock Options The following is a summary of stock option activity for the six months ended June 30, 2026: Shares Weighted Average Exercise Price Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2025 8,403,694 $ 8.37 7.65 $ 1,395 Granted 4,789,807 $ 2.53 Exercised (20,040) $ 1.80 Expired (439,869) $ 18.75 Forfeited (446,567) $ 2.66 Outstanding at June 30, 2026 12,287,025 $ 5.94 8.27 $ 9,322 Vested and expected to vest at June 30, 2026 12,287,025 $ 5.94 8.27 $ 9,322 Exercisable at June 30, 2026 4,510,084 $ 11.62 6.67 $ 1,926 As of June 30, 2026, total unrecognized compensation expense related to stock options was $14.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.8 years. 11. Net Loss per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods. Contingently issuable shares are included in the calculation of basic loss per share as of the beginning of the period in which all the necessary conditions have been satisfied. Contingently issuable shares are included in diluted loss per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive. For purposes of the diluted net loss per share calculation, unvested restricted stock unit awards, outstanding stock options, and outstanding common stock warrants are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: June 30, 2026 2025 Unvested restricted stock unit awards 428,434 923,539 Outstanding stock options 12,287,025 10,445,817 Outstanding common stock warrants 55,555,556 — Total 68,271,015 11,369,356 12. Debt Liability for the Sale of Future Revenues On October 3, 2024, the Company entered into the DRI Agreement under which it sold, transferred, assigned, and conveyed to DRI certain future license fees and other payments owed to the Company by Vertex under the terms of the Vertex License Agreement in exchange for an upfront cash payment by DRI to the Company of $57.0 million. Under the 17 Table of Contents DRI Agreement, DRI is purchasing up to 100% of certain future fixed and sales-based annual license fees that the Company is entitled to receive under the Vertex License Agreement, which fees range from $5.0 million to $40.0 million per year, including increases based on sales. In addition, DRI is purchasing a mid-double-digit percentage of a $50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement. All amounts above will be adjusted to exclude payments that the Company owes to Broad and Harvard under the Cas9-I License Agreement, as defined in Note 7, Commitments and Contingencies. The Company has retained rights to certain portions of certain sales-based annual license fees and the contingent upfront payment that may become due under the Vertex License Agreement, and the amounts that correspond to its licensor obligations. In accordance with ASC Topic 470, Borrower’s Accounting for Debt Modification, the Company has accounted for the transaction as debt. The gross proceeds of $57.0 million were recorded as a liability for the sale of future revenues, net of transaction costs of $1.8 million, which will be amortized over the estimated life of the arrangement using the effective interest method. The Company estimates the effective interest rate used to record non-cash interest expense under the DRI Agreement based on the estimate of future revenue payments to be made to DRI. As of June 30, 2026, the estimated effective interest rate under the agreement was 7.7%. Over the life of the arrangement, the actual effective interest rate will be affected by the amount and timing of the payments made to DRI and changes in the Company's revenue forecasts. At each reporting date, the Company will reassess its estimate of total future payments to be made to DRI, and prospectively adjust the effective interest rate and amortization of the liability as necessary. The following table presents the changes in the liability related to the sale of future revenues under the DRI Agreement as of June 30, 2026 (in thousands): June 30, 2026 Deferred royalty obligation related to the sale of future revenues, net as of December 31, 2025 $ 58,605 Repayments on sale of future revenues — Payments for accrued interest on sale of future revenues (5,000) Non-cash interest expense associated with sale of future revenues 2,008 Amortization of issuance costs 125 Deferred royalty obligation related to the sale of future revenues, net as of June 30, 2026 $ 55,738 13. Restructuring and Impairment Charges On December 11, 2024, the Company’s board of directors approved the discontinuation of the clinical development of the Company's renizgamglogene autogedtemcel (“reni-cel”) program to treat sickle cell disease and transfusion-dependent beta thalassemia (the “Discontinuation”). As a result of the Discontinuation, the Company ceased activities towards the filing of a biologic license application and potential commercialization of reni-cel. In connection with the Discontinuation, the Company’s board of directors also approved a reduction in the Company’s employee workforce by approximately 180 positions, or approximately 65% (the “Reduction”). The Company incurred the following restructuring and impairment charges in connection with the Discontinuation and Reduction for the three and six months ended June 30, 2026 and 2025, which are recorded in the condensed consolidated statements of operations (in thousands): 18 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Employee termination benefits $ — $ 813 $ — $ 4,322 Costs for ongoing contracts and terminated contracts (1,339) 23,466 (1,339) 52,341 Acceleration of expense for change in useful life estimate and lease termination — 1,803 — 6,548 Impairment charges — — — 3,724 Total restructuring and impairment charges $ (1,339) $ 26,082 $ (1,339) $ 66,935 The actions associated with the Discontinuation and Reduction commenced in December 2024 and were substantially completed by December 31, 2025. Employee Termination Benefits Employees affected by the Reduction received involuntary termination benefits pursuant to either a one-time benefit or arrangement or salary continuation for a set period of time in accordance with the Company’s Amended and Restated Severance Benefit Plan (the “Benefit Plan”). For employees who were notified of their termination in December 2024 and had no requirements to provide future services or were subject to the Benefit Plan, the Company recognized the liability for the termination benefits in full at fair value in the fourth quarter of 2024. For employees who were required to render services beyond a minimum retention period to receive their one-time termination benefits or salary continuation, the Company recognized the termination benefits ratably over their future service periods. The service periods began in December 2024 and were completed in 2025. The following table shows the liability related to employee termination benefits as of June 30, 2026 (in thousands): Employee Termination Benefits Accrued employee termination benefits as of December 31, 2025 $ 1,555 Employee termination benefits charges incurred during period — Amounts paid or otherwise settled during the period (1,530) Accrued employee termination benefits as of June 30, 2026 $ 25 Costs for Ongoing Contracts and Terminated Contracts The Discontinuation resulted in contract termination costs from vendor contracts before the end of their term, as well as costs that continue to be incurred under certain contracts with no future economic benefit to the Company. In accordance with ASC 420, the Company recognized these unavoidable contract costs when incurred for terminated contracts or at the cease-use date, as it relates to contract costs that continue to be incurred. The following table shows the liability related to costs for ongoing contracts and contract termination costs as of June 30, 2026 (in thousands): Contract Costs Accrued contract costs as of December 31, 2025 $ 10,196 Contract costs incurred during the period (1,339) Amounts paid or otherwise settled during the period (973) Accrued contract costs as of June 30, 2026 $ 7,884 At June 30, 2026, $2.3 million of accrued contract costs was included in Other non-current liabilities on the condensed consolidated balance sheet. 19 Table of Contents These costs are subject to significant estimation based on the Company's expectation of the costs that will continue to be incurred on the contracts, as well as negotiation of contract changes and terminations with its vendors. Changes in these estimates will be made in the period the information is knowable and could be material. During the three months ended June 30, 2026, the Company revised its estimate of the costs for ongoing contracts and terminated contracts based on the negotiation and finalization of contract terminations with its vendors. As a result, the Company recorded a decrease of $1.3 million in the related restructuring liability and a corresponding benefit within restructuring and impairment charges for the three and six months ended June 30, 2026. Impairment and Accelerated Depreciation Charges In conjunction with the Discontinuation, the Company committed to a plan to actively sell specific assets within its asset group, primarily certain of its laboratory and manufacturing equipment. The Company recorded a $3.8 million impairment charge during the year ended December 31, 2025 related to the sale of the specified assets. The sale was completed in April 2025. Additionally, the Company abandoned certain other leasehold improvements, software, and right-of-use assets in the second quarter of 2025, and as a result, the Company accelerated depreciation and rent expense. The Company recorded $1.8 million of accelerated depreciation related to leasehold improvements and software and $4.8 million of charges related to the termination of leases as of December 31, 2025. The Company recognized no impairment and accelerated depreciation charges during the three and six months ended June 30, 2026. 14. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) or decision-making group in making decisions on how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”). The CEO views the Company’s operations and manages the Company’s business as one operating segment, which is the business of developing and commercializing gene editing technology. The Company’s CEO manages and allocates resources to the operations of the 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 the Company’s long-term company-wide strategic goals. In making these decisions, the Company’s CEO 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 consolidated net loss versus 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 condensed consolidated balance sheet as total assets. The following table contains additional information on the Company’s consolidated revenue and net loss, including significant segment expenses (in thousands): 20 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Collaboration and other research and development revenues $ 11,890 $ 3,578 $ 14,721 $ 8,236 Operating expenses: Research and development1 Employee related expenses 4,900 8,575 10,320 22,742 External research and development expenses 5,851 25,111 9,355 60,466 Facility expenses 3,287 4,581 6,512 13,974 Stock-based compensation expenses 644 863 1,187 1,770 Sublicense and license fees 1,643 95 4,054 112 Other expenses3 2,516 1,787 5,013 7,785 General and administrative2 Employee related expenses 1,972 3,436 4,081 8,541 Professional service expenses 1,838 3,711 3,728 6,151 Intellectual property and patent related fees 4,557 3,221 7,659 5,767 Stock-based compensation expenses 1,549 1,801 3,108 3,873 Facility and other expenses4 1,687 1,941 3,261 4,762 Total operating expenses 30,444 55,122 58,278 135,943 Interest expense related to sale of future revenues (1,061) (2,020) (2,133) (4,236) Interest income, net 1,368 2,087 2,574 4,803 Other income (expense), net 17 (1,758) (96) (2,183) Total other income (expense), net 324 (1,691) 345 (1,616) Net loss $ (18,230) $ (53,235) $ (43,212) $ (129,323) 1 For the three and six months ended June 30, 2026, research and development includes $1.3 million of benefit within restructuring and impairment charges. For the three and six months ended June 30, 2025, research and development includes $24.8 million and $64.1 million of restructuring and impairment charges, respectively. 2 For the three and six months ended June 30, 2026, general and administrative includes no restructuring and impairment charges. For the three and six months ended June 30, 2025, general and administrative includes $1.3 million and $2.9 million of restructuring and impairment charges, respectively. 3 Other expenses primarily consists of impairment charges, consultant fees, and office expenses. 4 Facility and other expenses primarily consists of rent expense, insurance premiums, depreciation expense, software licenses, and office expenses. 21 Table of Contents
Information set forth in this Quarterly Report on Form 10-Q, including below, and in the sections entitled “Summary of Risk Factors” and Part I, “Item 1A. Risk Factors” in the Annual Report, includes risks which could materially affect our business, financial condition, results…
Information set forth in this Quarterly Report on Form 10-Q, including below, and in the sections entitled “Summary of Risk Factors” and Part I, “Item 1A. Risk Factors” in the Annual Report, includes risks which could materially affect our business, financial condition, results of operations, or prospects. These risks, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. Additional risks not currently known to us or that we currently deem to be immaterial may also harm our business. Some of our in-licensed patents are subject to priority and validity disputes. In addition, our owned and in-licensed patents, patent applications and other intellectual property may be subject to further priority and validity disputes, and other similar intellectual property proceedings including inventorship disputes. If we or our licensors are unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms or at all, or to cease the development, manufacture, and commercialization of one or more of the product candidates we develop, which could have a material adverse impact on our business. Certain U.S. patents and a U.S. patent application directed to CRISPR/Cas9 that are co-owned by the Broad Institute and the Massachusetts Institute of Technology (“MIT”), and in some cases Harvard (collectively referred to as “Broad”), and in-licensed by us were involved in a first interference with a U.S. patent application that is co-owned by the University of California, the University of Vienna, and Emmanuelle Charpentier (collectively referred to as “CVC”). An interference is a proceeding in the USPTO before the Patent Trial and Appeal Board of the USPTO (“PTAB”) to determine priority of invention of the subject matter of patent claims filed by different parties. In this first interference, the PTAB made a judgment of no interference-in-fact in favor of the Broad, which was upheld on appeal. This decision was final and bars any further interference between the same parties for claims to the same invention that was considered in the interference. As a result of this decision, the U.S. patents and application that we in-license from the Broad and others were not modified or revoked. On June 24, 2019, the PTAB declared a second interference between certain pending U.S. patent applications that are co-owned by CVC and certain U.S. patents and a U.S. patent application that are co-owned by Broad and in-licensed by us. Most of the Broad U.S. patents and the patent application that are involved in the second interference were also part of the first interference. The invention that was considered in the first interference related to a method involving contacting a target DNA in a eukaryotic cell with certain defined CRISPR/Cas9 components for the purpose of cleaving or editing that target DNA molecule or modulating transcription of at least one gene encoded thereon. The second interference is directed to a different invention, namely a eukaryotic cell comprising a target DNA and certain defined CRISPR/Cas9 components including a single molecule guide RNA that are capable of cleaving or editing the target DNA molecule. On September 10, 2020, the PTAB granted Broad’s motion for priority benefit while denying CVC priority benefit to their two earliest provisional patent applications. As a result, Broad entered the priority phase of the interference as “Senior Party” while CVC remained the “Junior Party” for purposes of determining which entity was the first to invent the inventions at issue. On February 28, 2022, the PTAB issued a decision regarding the priority phase of the interference determining that Broad was the first entity to invent the claims at issue. This decision was appealed by CVC and the Broad cross-appealed. On May 12, 2025, the U.S. Court of Appeals for the Federal Circuit (“CAFC”) affirmed-in-part and vacated-in-part the PTAB’s previous decision and remanded it back to the PTAB for further review. On March 26, 2026, 38 Table of Contents the PTAB reaffirmed its previous decision favoring Broad. This decision by the PTAB has been appealed by CVC. It is uncertain when or in what manner the CAFC will act on this appeal. On December 14, 2020, the PTAB declared two new interferences involving a pending U.S. patent application that is owned by ToolGen, Inc. (the “ToolGen application”). One of the two interferences is between the ToolGen application and certain U.S. patents and U.S. patent applications that are co-owned by Broad and in-licensed by us. Most of the Broad U.S. patents and patent applications that are involved in the interference with ToolGen are also part of the second interference with CVC. The other ToolGen interference is between the same ToolGen application and the U.S. patent applications that are co-owned by CVC and involved in the second interference with Broad. The claims in ToolGen’s patent application relate to a mammalian cell with a CRISPR/Cas system comprising a codon optimized nucleic acid encoding a Cas9 polypeptide with a nuclear localization signal and a single-molecule guide RNA that, together, are capable of forming a Cas9/RNA complex that mediates double stranded cleavage of a target nucleic acid sequence. On September 28, 2022, the PTAB suspended both of these interferences. Following the decision on remand by the PTAB in March 2026 in the second interference between Broad and CVC, the suspension in the interference between ToolGen and Broad has been lifted. We cannot predict with any certainty how long this interference proceeding will take. The interference between ToolGen and CVC remains suspended. On June 21, 2021, the PTAB declared two new interferences involving a pending U.S. patent application owned by Sigma-Aldrich (the “Sigma-Aldrich application”). One of the two new interferences is between the Sigma-Aldrich application and certain U.S. patents and U.S. patent applications that are co-owned by Broad and in-licensed by us. The other Sigma interference is between the same Sigma-Aldrich application and the U.S. patent applications that are co-owned by CVC. Most of the Broad U.S. patents and patent applications that are involved in the interference with Sigma-Aldrich are also part of the concurrent interferences with CVC and ToolGen. The claims in Sigma-Aldrich’s application relate to a method for modifying a chromosomal sequence in a eukaryotic cell by integrating a donor sequence into that chromosomal sequence. These methods use a CRISPR/Cas9 system comprising a Cas9 polypeptide with a nuclear localization signal, a guide RNA, and a donor sequence that, together, are capable of mediating double stranded cleavage and repair of a target nucleic acid sequence leading to integration of the donor sequence into the chromosomal sequence. On December 14, 2022, the PTAB suspended both of these interferences. It is uncertain when these suspensions will be lifted. As a result of these declarations of interference, five parallel adversarial proceedings in the USPTO before the PTAB have been initiated – the patent interferences between Broad and CVC, Broad and ToolGen, CVC and ToolGen, Broad and Sigma-Aldrich, and CVC and Sigma-Aldrich. We cannot predict with any certainty how long each interference proceeding will take. It is also possible that other third parties may seek to become a party to these interferences. Our owned and in-licensed patents and patent applications are, or may in the future become, subject to validity disputes in the USPTO and other foreign patent offices. For example, a request for ex parte re-examination was filed with the USPTO on February 16, 2016 against a U.S. patent that we have in-licensed from Broad, which is involved in certain of the interferences. The request for ex parte re-examination was granted on May 9, 2016 thereby initiating a re-examination procedure between the USPTO and Broad, acting on behalf of itself and MIT. The PTAB has suspended the re-examination noting that it has jurisdiction over any file that involves a patent involved in an interference. It is uncertain when the PTAB will lift the suspension. If Broad is unsuccessful during the re-examination, the patent in question may be revoked or narrowed, which could have a material adverse effect on the scope of our rights under such patent. We or our licensors may also be subject to claims that former employees, collaborators, or other third parties have an interest in our owned or in-licensed patents or patent applications, or other intellectual property rights as an inventor or co-inventor. If we are unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents, patent applications or other intellectual property rights, such co-owners may be able to license their rights to other third parties, including our competitors. In addition, we may need the cooperation of any such co-owners to enforce any patents, including any patents that issue from patent applications, against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on the conduct of our business, financial condition, results of operations, and prospects. We or our licensors are subject to and may in the future become a party to similar proceedings or priority disputes in Europe or other foreign jurisdictions. For example, certain European patents that we have in-licensed from Broad have been revoked in their entirety by the European Patent Office Opposition Division (the “Opposition Division”). Certain other European patents that we have in-licensed from Broad were maintained with amended patent claims. Certain of these decisions have been appealed by both Broad and the opposing party(s), and it is uncertain when or in what manner the Boards of Appeal will act on these appeals. The Opposition Division has also initiated opposition proceedings against 39 Table of Contents certain other European patents that we have in-licensed from Broad. The European Patent Office opposition proceedings may involve issues including, but not limited to, procedural formalities related to filing the European patent application, priority, and the patentability of the involved claims. In view of certain arguments made by the third parties against the revoked patents and similar arguments made by the third parties against other in-licensed European patents under opposition, the opposition proceedings may lead to the revocation of certain additional in-licensed European patents. The loss of priority for, or the loss of, these European patents could have a material adverse effect on the conduct of our business. One or more of the third parties that have filed oppositions against these European patents or other third parties may file future oppositions against other European patents that we in-license or own. There may be other oppositions against these European patents that have not yet been filed or that have not yet been made available to the public. If we or our licensors are unsuccessful in any patent related disputes, including interference proceedings, patent oppositions, re-examinations, or other priority, inventorship, or validity disputes to which we or they are subject (including any of the proceedings discussed above), we may lose valuable intellectual property rights through the loss of one or more patents owned or licensed or our owned or licensed patent claims may be narrowed, invalidated, or held unenforceable. In addition, if we or our licensors are unsuccessful in any inventorship disputes to which we or they are subject, we may lose valuable intellectual property rights, such as exclusive ownership of, or the exclusive right to use, our owned or in-licensed patents and patent applications. If we or our licensors are unsuccessful in any interference proceeding or other priority or inventorship dispute, we may be required to obtain and maintain licenses from third parties, including parties involved in any such interference proceedings or other priority or inventorship disputes. Such licenses may not be available on commercially reasonable terms or may be non-exclusive or may not be available at all. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of the product candidates we develop. The loss of exclusivity or the narrowing of our owned and in-licensed patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Any of the foregoing could result in a material adverse effect on our business, financial condition, results of operations, or prospects. Even if we are successful in any interference proceeding or other priority, inventorship, or validity disputes, it could result in substantial costs and be a distraction to our management and other employees.
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