Editas Medicine, Inc.

Previous wording

We are a pioneering gene editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases. We have developed a proprietary gene editing platform based on CRISPR technology and we continue to expand its capabilities. Our product development strategy is to target diseases where gene editing can be used to enable or enhance therapeutic outcomes for patients, while maximizing probability of technical, regulatory and commercial success. We are focused on the development ofin vivo gene editing medicines utilizing functional upregulation, which aims to increase the expression and function of a normal gene copy and its normal protein function to treat diseases caused by genetic mutations that eliminate or disrupt normal function. We believe the ability to providein vivo gene editing, in which the medicine is injected or infused into the patient to edit the cells inside their body, and functionally upregulates normal gene expression and normal protein function in the target tissues holds the potential to significantly expand the addressable therapeutic possibilities of CRISPR-based gene editing. To that end, our preclinical efforts are also focused on the creation of a “plug ‘n play” lipid nanoparticle (“LNP”) platform that enables delivery of the gene editing cargo to multiple cells and tissues, including hematopoietic stem cells (“HSCs”), the liver and other cells and tissues. We will select the lead development candidate to advance towards human proof-of-concept in September 2025 and are on track to submit an investigational new drug application by mid-2026 and achieve human proof-of-concept by year-end 2026.

Current wording

We are a pioneering gene editing company dedicated to developing transformative genomic medicines to treat a broad range of serious diseases. We have developed a proprietary gene editing platform based on CRISPR technology and we continue to expand its capabilities. Our product development strategy is to target diseases where gene editing can be used to enable or enhance therapeutic outcomes for patients, while maximizing probability of technical, regulatory and commercial success. We are focused on the development ofin vivo gene editing medicines utilizing functional upregulation, which aims to increase the expression and function of a normal gene copy and its normal protein function to treat diseases caused by genetic mutations that eliminate or disrupt normal function. We believe the ability to providein vivo gene editing, in which the medicine is injected or infused into the patient to edit the cells inside their body, and functionally upregulate normal gene expression and normal protein function in the target tissues holds the potential to significantly expand the addressable therapeutic possibilities of CRISPR-based gene editing. To that end, our preclinical efforts are also focused on the creation of a “plug ‘n play” lipid nanoparticle (“LNP”) platform that enables delivery of the gene editing cargo to multiple cells and tissues, including the liver, hematopoietic stem cells (“HSCs”), and other cells and tissues.

Previous wording

We previously demonstrated proof-of-concept of our functional upregulation strategy in our clinical trials of renizgamglogene autogedtemcel (“reni-cel”), an experimentalex vivo gene-edited medicine to treat sickle cell disease (“SCD”) and transfusion-dependent beta thalassemia (“TDT”). Despite the robust and clinically meaningful improvements observed in these trials, we determined in December 2024 not to pursue commercialization for reni-cel in order to optimize our cost structure and accelerate our intent to achieve human proof of concept of ourin vivo gene editing medicines in approximately two years. However, leveraging our differentiated approach and the insights gained from these trials, we are pursuing next generationin vivo gene editing medicines targeting HSCs for the treatment of SCD and beta thalassemia. In January 2025, we announcedin vivo preclinical proof of concept of editing HSCs in non-human primates (“NHPs”), and in June 2025 we shared newin vivo preclinical data demonstrating therapeutically relevant levels of HBG1/2 promoter editing in HSCs with a single dose of a novel targeted LNP (“tLNP”) in NHPs.

Current wording

We also previously demonstrated proof-of-concept of our functional upregulation strategy in our clinical trials of renizgamglogene autogedtemcel (“reni-cel”), an experimentalex vivo gene-edited medicine to treat sickle cell disease (“SCD”) and transfusion-dependent beta thalassemia (“TDT”). Despite the robust and clinically meaningful improvements observed in these trials, we determined in December 2024 not to pursue commercialization for reni-cel in order to optimize our cost structure and accelerate our intent to achieve human proof of concept of ourin vivo gene editing medicines. In January 2025, we announcedin vivo preclinical proof of concept of editing HSCs in NHPs, and in June 2025 we shared newin vivo preclinical data demonstrating therapeutically relevant levels of HBG1/2 promoter editing in HSCs with a single dose of a novel targeted LNP in NHPs.

Previous wording

We previously announcedin vivo delivery to two additional cell types in humanized mice using our proprietary LNP targeting platform and remain on track to establish and disclose a further target cell type or tissue by the end of 2025.

Current wording

Our discovery and development efforts further include other cells and tissues. We previously announcedin vivo delivery to two additional cell types in humanized mice using our proprietary LNP targeting platform. We additionally intend to continue work on optimizing candidates for our HSC program and to continue exploring other cell types and tissues for development, but plan to focus our resources on the advancement of our lead EDIT-401 program to human proof-of-concept.

Previous wording

Since our inception in September 2013, our operations have focused on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio, assembling our core capabilities in gene editing, seeking to identify potential product candidates, and undertaking preclinical studies and clinical trials. All of our ongoing research programs are still in the preclinical or research stage of development and the risk of failure of all of our research programs is high. We have not generated any revenue from product sales. We have primarily financed our operations through various equity financings, payments received under our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020, payments received under the DRI Agreement in connection with our license agreement with Vertex, and payments under the Vertex license agreement.

Current wording

Our operations to date have focused on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio, assembling our core capabilities in gene editing, seeking to identify potential product candidates, and undertaking preclinical studies and clinical trials. All of our ongoing research programs are still in the preclinical or research stage of development and the risk of failure of all of our research programs is high. We have not generated any revenue from product sales. We have primarily financed our operations through various equity financings, payments received under our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates,

Previous wording

Since inception, we have incurred significant operating losses. Our net losses were $129.3 million and $129.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $1.6 billion. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Our net losses may fluctuate significantly from quarter to quarter and from year to year. We anticipate that our expenses will increase as we continue our current research programs and our preclinical development activities; nominate development candidates and initiate clinical trials for our current preclinical programs; seek to identify additional research programs and additional product candidates; initiate preclinical testing for other product candidates we identify and develop; maintain, expand, and protect our intellectual property portfolio, including reimbursing our licensors for such expenses related to the intellectual property that we in-license from such licensors; further develop our gene editing platform; hire additional personnel; and incur additional costs associated with operating as a public company. We do not expect to be profitable for the year ending December 31, 2025 or the foreseeable future.

Current wording

We have incurred significant operating losses since inception. Our net losses were $154.4 million and $191.7 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had an accumulated deficit of $1.6 billion. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Our net losses may fluctuate significantly from quarter to quarter and from year to year. We anticipate that our expenses will increase as we continue our current research programs and our preclinical development activities; nominate development candidates and initiate clinical trials for our current preclinical programs; seek to identify additional research programs and additional product candidates; initiate preclinical testing for other product candidates we identify and develop; maintain, expand, and protect our intellectual property portfolio, including reimbursing our licensors for such expenses related to the intellectual property that we in-license from such licensors; further develop our gene editing platform; hire additional personnel; and incur additional costs associated with operating as a public company. We do not expect to be profitable for the year ending December 31, 2025 or the foreseeable future.

Previous wording

To date, we have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales for the foreseeable future. In connection with our collaboration with BMS, we have received an aggregate of $146.5 million in payments, which have primarily consisted of the initial upfront and amendment payments, development milestone payments, research funding support and certain opt-in fees. We no longer receive research funding support. During the three and six months ended June 30, 2025 and 2024 we did not recognize revenue related to our collaboration with BMS. As of June 30, 2025, we had $50.2 million of deferred revenue in relation to our collaboration with BMS, all of which was classified as long-term deferred revenue on our consolidated balance sheet. Under this collaboration, we will recognize revenue upon delivery of option packages to BMS or upon receipt of development milestone payments. We expect that our revenue will fluctuate from quarter-to-quarter and year-to-year as a result of the timing of when we deliver such option packages or receive such milestone payments.

Current wording

To date, we have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales for the foreseeable future. In connection with our collaboration with BMS, we have received an aggregate of $154.0 million in payments, which have primarily consisted of the initial upfront and amendment payments, development milestone payments, research funding support and certain opt-in fees. We no longer receive research funding support. During the three months ended September 30, 2025, we recognized $7.5 million of revenue related to our collaboration with BMS, none of which was previously deferred. We did not recognize any revenue related to our collaboration with BMS during the three months ended September 30, 2024. As of September 30, 2025, we had $50.2 million of deferred revenue in relation to our collaboration with BMS, all of which was classified as long-term deferred revenue on our consolidated balance sheet. Under this collaboration, we will recognize revenue upon delivery of option packages to BMS or upon receipt of development milestone payments. We expect that our revenue will fluctuate from quarter-to-quarter and year-to-year as a result of the timing of when we deliver such option packages or receive such milestone payments.

Previous wording

•costs associated with conducting our preclinical, process and scale-up development, manufacturing, quality, clinical and regulatory activities, including fees paid to third-party professional consultants, service providers and suppliers;

Current wording

•costs associated with conducting our other preclinical, process and scale-up development, manufacturing, quality, clinical and regulatory activities, including fees paid to third-party professional consultants, service providers and suppliers;

Previous wording

•successful completion of preclinical studies, investigational new drug application-enabling studies and natural history studies;

Current wording

•successful completion of preclinical studies, IND-enabling studies and natural history studies;

Previous wording

For the six months ended June 30, 2025 and June 30, 2024, other income, net consisted primarily of interest income and the amortization of premiums or discounts on marketable securities and interest accretion related to the liability for the sale of future revenues.

Current wording

For the nine months ended September 30, 2025 and September 30, 2024, other (expense) income, net consisted primarily of interest income on cash and cash equivalents and interest accretion related to the liability for the sale of future revenues.

Previous wording

During the three months ended March 31, 2025, we had the following material change to our critical accounting estimates as described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Annual Report:

Current wording

During the nine months ended September 30, 2025, we had the following material change to our critical accounting estimates as described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Annual Report:

Previous wording

We have made estimates and judgments regarding the amount and timing of our restructuring expense and liability, including current and future period termination benefits and other exit costs to be incurred when related actions take place. Restructuring charges are reflected in our consolidated statements of income. Actual results may differ from these estimates.

Current wording

We have made estimates and judgments regarding the amount and timing of our restructuring expense and liability, including current and future period termination benefits and other exit costs to be incurred when related actions take place. Restructuring charges are reflected in our condensed consolidated statements of operations. Actual results may differ from these estimates.

Previous wording

Collaboration and other research and development revenues were $3.6 million for the three months ended June 30, 2025 compared to $0.5 million for the same period in 2024. The increase from the three months ended June 30, 2024 is primarily attributable to the recognition of revenue related to specified deliverables that were achieved in the second quarter of 2025.

Current wording

Collaboration and other research and development revenues were $7.5 million for the three months ended September 30, 2025 compared to $0.1 million for the same period in 2024. The increase from the three months ended September 30, 2024 is primarily attributable to the recognition of revenue related to a milestone achieved in the third quarter of 2025 under our collaboration with BMS.

Previous wording

Research and development expenses decreased by $38.0 million to $16.2 million for the three months ended June 30, 2025 compared to $54.2 million for the same period in 2024. The following table summarizes our research and development expenses for the three months ended June 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Current wording

Research and development expenses decreased by $27.9 million to $19.8 million for the three months ended September 30, 2025 compared to $47.6 million for the same period in 2024. The following table summarizes our research and development expenses for the three months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Previous wording

•approximately $24.4 million in decreased external research and development expenses primarily resulting from reduced clinical and manufacturing costs under our reni-cel program due to the Discontinuation, partially offset by costs attributable toin vivo research and discovery;

Current wording

•approximately $13.6 million in decreased external research and development expenses primarily resulting from reduced clinical and manufacturing costs due to the Discontinuation, partially offset by costs attributable toin vivo research and discovery;

Previous wording

•approximately $4.0 million in decreased other expenses related to professional services to support our reni-cel program due to the Discontinuation; and

Current wording

•approximately $1.8 million in decreased other expenses related to professional services to support our reni-cel program due to the Discontinuation; and

Previous wording

•approximately $1.3 million in decreased stock-based compensation expense primarily related to reduction in the market price of common stock year-over-year, resulting in a lower valuation of equity awards, along with reduced headcount as a result of the Reduction; and

Current wording

•approximately $1.4 million in decreased stock-based compensation expense primarily related to reduction in the market price of our common stock year-over-year, resulting in a lower valuation of equity awards, along with reduced headcount as a result of the Reduction.

Previous wording

General and administrative expenses decreased by $5.3 million to $12.9 million for the three months ended June 30, 2025 compared to $18.2 million for the three months ended June 30, 2024. The following table summarizes our general and administrative expenses for the three months ended June 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Current wording

General and administrative expenses decreased by $5.8 million to $12.3 million for the three months ended September 30, 2025 compared to $18.1 million for the three months ended September 30, 2024. The following table summarizes our general and administrative expenses for the three months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Previous wording

•approximately $1.1 million in decreased stock-based compensation expenses primarily related to reduction in the market price of common stock year-over-year, resulting in a lower valuation of equity awards, along with reduced headcount as a result of the Reduction;

Current wording

•approximately $1.2 million in decreased stock-based compensation expenses primarily related to reduction in the market price of our common stock year-over-year, resulting in a lower valuation of equity awards, along with reduced headcount as a result of the Reduction; and

Previous wording

•approximately $1.6 million in decreased facility and other expenses related to the end of a lease;

Current wording

•approximately $1.0 million in decreased facility and other expenses related to the end of a lease.

Previous wording

•approximately $0.6 million in decreased intellectual property and patent related legal fees; and

Current wording

These decreases were partially offset by approximately $2.0 million in increased intellectual property and patent related legal fees.

Previous wording

For the three months ended June 30, 2025, and June 30, 2024 other (expense) income, net was $(1.7) million and $4.3 million, respectively, which primarily relate to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues. The decrease is attributable to interest accretion related to the DRI Purchase and Sale Agreement and reductions in investment income due to a decrease in our investments for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

For the three months ended September 30, 2025, and September 30, 2024 other (expense) income, net was $(0.6) million and $3.5 million, respectively, which primarily relate to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues. The decrease is attributable to interest accretion related to the DRI Purchase and Sale Agreement and reductions in investment income due to a decrease in our investments for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Previous wording

The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Previous wording

Collaboration and other research and development revenues increased by $6.6 million to $8.2 million for the six months ended June 30, 2025 compared to $1.6 million for the six months ended June 30, 2024. The increase was primarily attributable to the recognition of the remaining deferred revenue upon the closing out of a collaboration agreement with a strategic partner, and the recognition of revenue related to specified deliverables under that collaboration agreement.

Current wording

Collaboration and other research and development revenues increased by $14.1 million to $15.8 million for the nine months ended September 30, 2025 compared to $1.7 million for the nine months ended September 30, 2024. The increase was primarily attributable to the recognition of the remaining deferred revenue upon the closing out of a collaboration agreement with a strategic partner, and the recognition of revenue related to specified deliverables under that collaboration agreement, as well as recognition of revenue related to a milestone achieved in the third quarter of 2025 under our collaboration with BMS.

Previous wording

Research and development expenses decreased by $60.2 million to $42.8 million for the six months ended June 30, 2025 compared to $103.0 million for the six months ended June 30, 2024. The following table summarizes our research development expenses for the six months ended June 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Current wording

Research and development expenses decreased by $88.1 million to $62.5 million for the nine months ended September 30, 2025 compared to $150.6 million for the nine months ended September 30, 2024. The following table summarizes our research development expenses for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Previous wording

•approximately $34.5 million in decreased external research and development expenses primarily resulting from reduced clinical and manufacturing costs under our reni-cel program due to the Discontinuation, partially offset by costs attributable toin vivo research and discovery;

Current wording

•approximately $48.1 million in decreased external research and development expenses primarily resulting from reduced clinical and manufacturing costs due to the Discontinuation, partially offset by costs attributable toin vivo research and discovery;

Previous wording

•approximately $3.8 million in decreased facility expenses primarily due to the end of leases for manufacturing space;

Current wording

•approximately $7.8 million in decreased facility expenses primarily due to the end of leases for manufacturing space;

Previous wording

•approximately $2.0 million in decreased other expenses related to professional services to support our reni-cel program due to the Discontinuation;

Current wording

•approximately $5.8 million in decreased other expenses related to professional services to support our reni-cel program due to the Discontinuation;

Previous wording

•approximately $6.6 million in decreased sublicense and license fees related to the achievement of certain milestones in 2024 for which there was no equivalent achievement in 2025;

Current wording

•approximately $5.7 million in decreased sublicense and license fees related to the achievement of certain milestones in the first quarter of 2024 for which there was no equivalent expense in 2025; and

Previous wording

•approximately $3.3 million in decreased stock-based compensation expense primarily related to expense in connection with the achievement of certain performance-based vesting milestones for restricted stock units recognized in 2024 for which there was no equivalent expense in 2025, a reduction in the market price of our common stock year-over-year resulting in lower fair value and a reduction in headcount associated with the Reduction.

Current wording

•approximately $4.7 million in decreased stock-based compensation expense primarily related to expense in connection with the achievement of certain performance-based vesting milestones for restricted stock units recognized in 2024 for which there was no equivalent expense in 2025, a reduction in the market price of our common stock year-over-year resulting in lower fair value and a reduction in headcount associated with the Reduction.

Previous wording

General and administrative expenses decreased by $11.3 million to $26.2 million for the six months ended June 30, 2025 compared to $37.5 million for the six months ended June 30, 2024. The following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Current wording

General and administrative expenses decreased by $17.1 million to $38.6 million for the nine months ended September 30, 2025 compared to $55.6 million for the nine months ended September 30, 2024. The following table summarizes our general and administrative expenses for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Previous wording

The decrease in general and administrative expenses for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily attributable to:

Current wording

The decrease in general and administrative expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily attributable to:

Previous wording

•approximately $3.7 million in decreased stock-based compensation expense primarily related to expense in connection with the achievement of certain performance-based vesting milestones for restricted stock units recognized in 2024 for which there was no equivalent expense in 2025, a reduction in the market price of our common stock year-over-year resulting in lower fair value and a reduction in headcount associated with the Reduction;

Current wording

•approximately $4.8 million in decreased stock-based compensation expense primarily related to expense in connection with the achievement of certain performance-based vesting milestones for restricted stock units recognized in 2024 for which there was no equivalent expense in 2025, a reduction in the market price of our common stock year-over-year resulting in lower fair value and a reduction in headcount associated with the Reduction;

Previous wording

•approximately $0.9 million in decreased professional service expenses related to reduced licensing and strategic business activities in 2025 relative to 2024.

Current wording

•approximately $3.9 million in decreased professional service expenses related to reduced licensing and strategic business activities in 2025 relative to 2024; and

Previous wording

•approximately $2.6 million in decreased facility and other expense primarily related to the end of a lease;

Current wording

•approximately $3.5 million in decreased facility and other expense primarily related to the end of a lease.

Previous wording

Restructuring charges were $66.9 million for the six months ended June 30, 2025, with no equivalent charges for the six months ended June 30, 2024. The following table summarizes our restructuring charges for the six months ended June 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Current wording

Restructuring charges were $66.9 million for the nine months ended September 30, 2025, with no equivalent charges for the nine months ended September 30, 2024. The following table summarizes our restructuring charges for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Previous wording

During the six months ended June 30, 2025, we recorded $4.3 million, $52.3 million, $6.5 million and $3.7 million related to employee termination benefits, reni-cel-related contract costs, acceleration in expense due to changes in useful life estimates for leasehold improvements, software and a right of use asset, and impairment charges, respectively, due to the Discontinuation and the Reduction.

Current wording

During the nine months ended September 30, 2025, we recorded $4.3 million, $52.3 million, $6.5 million and $3.7 million related to employee termination benefits, reni-cel-related contract costs, acceleration in expense due to changes in useful life estimates for leasehold improvements, software and a right of use asset, and impairment charges, respectively, due to the Discontinuation and the Reduction.

Previous wording

For the six months ended June 30, 2025 and June 30, 2024, other (expense) income, net was $(1.6) million and $9.3 million, respectively, which primarily relates to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues. The decrease for the six months ended June 30, 2025 is attributable to the interest accretion related to the liability for the sale of future revenues and reductions in investment income due to a decrease in our investments.

Current wording

For the nine months ended September 30, 2025 and September 30, 2024, other (expense) income, net was $(2.2) million and $12.9 million, respectively, which primarily relates to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues. The decrease for the nine months ended September 30, 2025 is attributable to the interest accretion related to the liability for the sale of future revenues and reductions in investment income due to a decrease in our investments.

Previous wording

As of June 30, 2025, we have raised an aggregate of $1.0 billion in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings. We also have funded our business from our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan (which was terminated in August 2020), payments received under the DRI Agreement in connection with our license agreement with Vertex, and payments under the Vertex license agreement. As of June 30, 2025, we had cash, cash equivalents and marketable securities of $178.5 million.

Current wording

As of September 30, 2025, we have raised an aggregate of $1.0 billion in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings. We also have funded our business from our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan (which was terminated in August 2020), payments received under the DRI Agreement in connection with our license agreement with Vertex, and payments under the Vertex license agreement. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $165.6 million.

Previous wording

In May 2021, we entered into a common stock sales agreement with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), under which we from time to time can issue and sell shares of our common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $300.0 million. We amended the common stock sales agreement with TD Cowen in February 2024 in connection with filing a new registration statement. In March 2025, we further amended our common stock sales agreement with TD Cowen in connection with amending our existing shelf registration statement following the loss of our 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 we may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $150.0 million (the “ATM Facility”). As of June 30, 2025, we have sold 4,126,072 shares of our common stock under the ATM Facility at a weighted average price of$2.14 per share for aggregate gross proceeds of$8.6 million and have$141.4 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

Current wording

In May 2021, we entered into a common stock sales agreement with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), under which we from time to time can issue and sell shares of our common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $300.0 million. We amended the common stock sales agreement with TD Cowen in February 2024 in connection with filing a new registration statement. In March 2025, we further amended our common stock sales agreement with TD Cowen in connection with amending our existing shelf registration statement following the loss of our 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 we may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $150.0 million (the “ATM Facility”). As of September 30, 2025, we have sold 9,925,250 shares of our common stock under the ATM Facility at a weighted average price of$2.66 per share for aggregate gross proceeds of$26.4 million and have$123.6 million of shares of our common stock remaining available for issuance and sale under the ATM Facility. As of November 10, 2025, the issuance date of the condensed consolidated financial statements, we have sold an incremental 4,327,483 shares of our common stock under the ATM Facility at a weighted average price of $4.00 per share for gross proceeds of $17.3 million and have $106.3 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

Previous wording

In addition to our existing cash, cash equivalents and marketable securities, we are eligible to earn milestone and other payments under our collaboration agreement with BMS and our other collaboration and license agreements. Our ability to earn applicable milestone and other payments and the timing of earning these amounts are dependent upon the timing and outcome of development, regulatory and commercial activities and, as such, are uncertain at this time. As of June 30, 2025, our right to contingent payments under our collaboration agreement with BMS, as well as the retained portions of the contingent upfront payment and other amounts under our license agreement with Vertex, are our only significant committed potential external source of funds.

Current wording

In addition to our existing cash, cash equivalents and marketable securities, we are eligible to earn milestone and other payments under our collaboration with BMS and our other collaboration and license agreements. Our ability to earn applicable milestone and other payments and the timing of earning these amounts are dependent upon the timing and outcome of development, regulatory and commercial activities and, as such, are uncertain at this time. As of September 30, 2025, our right to contingent payments under our collaboration agreement with BMS, as well as the retained portions of the contingent upfront payment and other amounts under our license agreement with Vertex, are our only significant committed potential external source of funds.