PRECISION BIOSCIENCES INC

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of present and historical facts contained in this Annual Report on Form 10-K, including, without limitation, statements regarding our future results of operations and financial position, business strategy and approach, including related results, prospective products, use and development of licensed products, planned preclinical studies and clinical trials, or discontinuance thereof, the status and results of our preclinical studies, expected release of interim data, expectations regarding the use and effects of ARCUS, including in connection within vivo genome editing, collaborations and potential new partnerships or alternative opportunities for our product candidates, potential new application filings and regulatory approvals, research and development costs, timing, expected results and likelihood of success, as well as plans and objectives of management for future operations may be forward-looking statements. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part I. Item 1A. “Risk Factors” and Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These risks and uncertainties include, but are not limited to:

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our ability to become profitable;

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our ability to procure sufficient funding to advance our programs;

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risks associated with raising additional capital and requirements under our current debt instruments and effects of restrictions thereunder;

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our operating expenses and our ability to predict what those expenses will be;

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our limited operating history;

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the success of our programs and product candidates in which we expend our resources;

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our limited ability or inability to assess the safety and efficacy of our product candidates;

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the risk that other genome-editing technologies may provide significant advantages over our ARCUS technology;

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our dependence on our ARCUS technology;

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the initiation, cost, timing, progress, achievement of milestones and results of research and development activities and preclinical and clinical studies;

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public perception about genome editing technology and its applications;

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competition in the genome editing, biopharmaceutical, and biotechnology fields;

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our or our collaborators’ ability to identify, develop and commercialize product candidates;

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potential product liability lawsuits and penalties against us or our collaborators related to our technology and our product candidates;

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the U.S. and foreign regulatory landscape applicable to our and our collaborators’ development of product candidates;

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our or our collaborators’ or other licensees’ ability to advance product candidates into, and successfully design, implement and complete, clinical or field trials;

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potential manufacturing problems associated with the development or commercialization of any of our product candidates;

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delays or difficulties in our or our collaborators’ ability to enroll patients in clinical trials;

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changes in interim “top-line” and initial data that we announce or publish;

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if our product candidates do not work as intended or cause undesirable side effects;

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risks associated with applicable healthcare, data protection, privacy and security regulations and our compliance therewith;

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our ability to obtain orphan drug designation or fast track designation for our product candidates or to realize the expected benefits of these designations;

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our or our collaborators’ ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate;

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the rate and degree of market acceptance of any of our product candidates;

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our ability to effectively manage the growth of our operations;

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our ability to attract, retain, and motivate executives and personnel;

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effects of system failures and security breaches;

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insurance expenses and exposure to uninsured liabilities;

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effects of tax rules;

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effects of any pandemic, epidemic, or outbreak of an infectious disease;

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the success of our existing collaboration and other license agreements and our ability to enter into new collaboration arrangements;

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our current and future relationships with and reliance on third parties including suppliers and manufacturers;

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our ability to obtain and maintain intellectual property protection for our technology and any of our product candidates;

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potential litigation relating to infringement or misappropriation of intellectual property rights;

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effects of natural and manmade disasters, public health emergencies and other natural catastrophic events;

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effects of sustained inflation, supply chain disruptions and major central bank policy actions;

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market and economic conditions;

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risks related to ownership of our common stock, including fluctuations in our stock price; and

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our ability to meet the requirements of and maintain listing of our common stock on Nasdaq or other public stock exchanges.

You should read this Annual Report on Form 10-K and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements contained herein speak only as of the date of this Annual Report on Form 10-K. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

As used in this Annual Report on Form 10-K, unless otherwise stated or the context requires otherwise, references to “Precision,” the “Company,” “we,” “us,” and “our,” refer to Precision BioSciences, Inc.