Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve important risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in “Risk Factors” in Part II, Item 1A. and elsewhere in this Quarterly Report on Form 10-Q and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, and June 30, 2021, and in the “Risk Factors Summary” and “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, or the 2020 Form 10-K.
Overview
We are a biotechnology company committed to establishing the leading, fully integrated platform for precision genetic medicines. Our vision is to provide life-long cures to patients suffering from serious diseases. To achieve this vision, we have assembled a platform that includes a suite of gene editing and delivery technologies and are in the process of developing internal manufacturing capabilities. Our suite of gene editing technologies is anchored by our proprietary base editing technology, which potentially enables an entirely new class of precision genetic medicines that target a single base in the genome without making a double-stranded break in the DNA. This approach uses a chemical reaction designed to create precise, predictable and efficient genetic outcomes at the targeted sequence. Our novel base editors have two principal components: (i) a clustered regulatory interspaced short palindromic repeats, or CRISPR protein, bound to a guide RNA, that leverages the established DNA-targeting ability of CRISPR, but modified to not cause a double-stranded break, and (ii) a base editing enzyme, such as a deaminase, which carries out the desired chemical modification of the target DNA base. We believe this design contributes to a more precise and efficient edit compared to traditional gene editing methods, which operate by creating targeted double-stranded breaks in the DNA; these breaks can result in unwanted DNA modifications. We believe that the precision of our editors will dramatically increase the impact of gene editing for a broad range of therapeutic applications.
To unlock the full potential of our base editing technology across a wide range of therapeutic applications, we are pursuing a broad suite of both clinically validated and novel delivery modalities. For a given tissue type, we use the delivery modality with the most compelling biodistribution. Our current programs utilize three different delivery modalities: (1) electroporation for efficient delivery to blood cells and immune cells ex vivo; (2) lipid nanoparticles, or LNPs, for non-viral in vivo delivery to the liver and potentially other organs in the future; and (3) adeno-associated viral vectors, or AAV, for in vivo viral delivery to the eye.
The elegance of the base editing approach combined with a tissue specific delivery modality provides the basis for a targeted efficient, precise, and highly versatile gene editing system, capable of gene correction, gene silencing or gene activation, and/or multiplex editing of several genes simultaneously. We are currently advancing a broad, diversified portfolio of base editing programs against distinct editing targets, utilizing the full range of our development capabilities. We believe the flexibility and versatility of our base editors may lead to broad therapeutic applicability and transformational potential for the field of precision genetic medicines.
We believe that building an integrated platform combining our gene editing capabilities with advanced delivery and manufacturing capabilities will give us the maximum flexibility to develop our own sustainable portfolio and to create a hub for partnering with other companies to unlock the full potential of precision genetic medicine across all possible applications.
Hematology: Sickle cell disease and beta-thalassemia
We are using base editing to pursue the development of two complementary approaches to treating sickle cell disease, a severe inherited blood disease caused by a single point mutation, E6V, in the beta globin gene (BEAM-101 and BEAM-102), and one approach to treat beta-thalassemia, another inherited blood disorder characterized by severe anemia caused by reduced production of functional hemoglobin due to insufficient expression of the beta globin protein (BEAM-101).
BEAM-101: Recreating naturally-occurring protective mutations to activate fetal hemoglobin
In November 2021, we announced that our Investigational New Drug, or IND, application for BEAM-101 for the treatment of sickle cell disease was cleared by the U.S. Food and Drug Administration, or FDA. BEAM-101 is a patient-specific, autologous hematopoietic investigational cell therapy which was designed to incorporate ex vivo base edits that mimic single nucleotide polymorphisms seen in individuals with hereditary persistence of fetal hemoglobin, or HPFH, to potentially alleviate the effects of mutations causing sickle cell disease or beta thalassemia. We are preparing to initiate a Phase 1/2 clinical trial designed to assess the safety and efficacy of BEAM-101 for the treatment of sickle cell disease, which we refer to as our BEACON-101 trial.
We have achieved proof-of-concept in vivo with long-term engraftment of base edited human CD34 cells in mice for BEAM-101. Persistence of engraftment and high levels of editing have been confirmed in several preclinical studies, including in studies using material generated at a clinically relevant scale.
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BEAM-102: Direct correction of the sickle cell mutation
Our second ex vivo base editing approach that we are developing for sickle cell disease, BEAM-102, is a direct correction of the causative sickle mutation at position 6 of the beta globin gene. This approach has been enabled by our inlaid base editors, or IBEs, which are architectural variants of base editors that have attributes of enhanced specificity and altered activity windows relative to foundational base editors. Our IBEs expand the breadth of potential base editing targets by extending the range of editing windows that can be created for any given CRISPR protein used to target the DNA. By inserting the deaminase into the CRISPR protein at various strategic positions, thereby repositioning the deaminase’s editing window, IBEs enable editing outside the traditional editing window. BEAM-102 directly corrects the causative mutation in sickle cell disease by recreating a naturally-occurring normal human hemoglobin variant, HbG-Makassar. By making a single A-to-G edit, we have demonstrated in primary human CD34+ cells isolated from sickle cell disease patients the ability to create the naturally occurring Makassar variant of hemoglobin. This variant, which was identified in humans and first published in 1970, has the same function as the wild-type variant and does not cause sickle cell disease. Distinct from other approaches, cells that are successfully edited in this way are fully corrected, no longer containing the sickle protein.
During the second quarter of 2020, we published preclinical data on BEAM-102 demonstrating that our adenine base editors, or ABEs, can efficiently convert the causative Hemoglobin S, or HbS, point mutation, to HbG-Makassar, with high efficiency (more than 80%). In this preclinical study, the Makassar variant does not cause hemoglobin to polymerize and red blood cells to sickle and, therefore, edited cells are cured through elimination of the disease-causing protein. The results from this study confirmed the ability of the Makassar variant to protect cells from sickling, even in the context of mono-allelic editing (with one sickle allele and one corrected allele). In November 2021, we announced that we initiated IND-enabling studies for BEAM-102.
Oncology: CAR-T cell therapies
The initial indications that we plan to target with our chimeric antigen receptor T-cell, or CAR-T, product candidates are relapsed, refractory T-cell acute lymphoblastic leukemia, or T-ALL, a severe disease affecting children and adults, and Acute Myeloid Leukemia, or AML. We believe that our approach has the potential to produce higher response rates and deeper remissions than existing approaches. Our proof-of-concept pre-clinical experiments have demonstrated the ability of base editors to efficiently modify up to 8 genomic loci simultaneously in primary human T cells with efficiencies ranging from 85-95% as measured by flow cytometry of target protein knockdown. Importantly, these results were achieved without the generation of chromosomal rearrangements, as detected by sensitive methods such as UDiTaSTM or G-banded Karyotyping and with no loss of cell viability from editing. Our proof-of-concept experiments have also demonstrated robust T-cell killing of target tumor cells both in vitro and in vivo.
BEAM-201: Universal CD7-targeting CAR-T cells
BEAM-201 is our potent and specific anti-CD7, multiplex edited, allogeneic CAR-T development candidate for the treatment of relapsed/refractory T-ALL. BEAM-201 is produced using a Good Manufacturing Practice, or cGMP, compliant, clinical-scale process in which T-cells derived from healthy donors are simultaneously base edited at four genomic loci, then transduced with a lentivirus coding for an anti-CD7 CAR. The resulting cells are universally-compatible, allogeneic (“off the shelf”) CD7-targeting CAR-T cells, resistant to both fratricide and immunosuppression. To our knowledge, BEAM-201 is the first cell therapy featuring four simultaneous edits. In August 2021, we announced that we had initiated IND-enabling studies for BEAM-201.
CD5-targeting CAR-T cells
In October 2021, we announced preclinical data from our multiplex edited allogeneic CAR T research program targeting CD5-positive hematologic malignancies which we intend to present later this year. This data demonstrated knockout of CD5 expression to be a general mechanism to enhance potency and potentially improve durability of highly multiplexed CAR T cells.
Liver diseases: Alpha-1 antitrypsin deficiency, glycogen storage disorder 1a and chronic hepatitis B infection
We are currently using a variety of cationic lipids from various sources to advance our programs for liver diseases, which include Alpha-1 Antitrypsin Deficiency, or Alpha-1, Glycogen Storage Disease Type IA, or GSDIa (also known as Von Gierke disease) and chronic hepatitis B infection.
Alpha-1 is a severe inherited genetic disorder that can cause progressive lung and liver disease. The most severe form of Alpha-1 arises when a patient has a point mutation in both copies of the SERPINA1 gene at amino acid 342 position (E342K, also known as the PiZ mutation or the “Z” allele). With the high efficiency and precision of our base editors, we aim to utilize our ABEs to enable the programmable conversion of A-to-T and G-to-C base pairs and precisely correct the E342K point mutation back to the wild type sequence. In 2020, we showed the ability to directly correct the mutation causing Alpha-1, providing both in vitro and in vivo preclinical proof-of-concept for base editing to correct this disease.
GSDIa is an inborn disorder of glucose metabolism caused by mutations in the G6PC gene, which results in low blood glucose levels that can be fatal if patients do not adhere to a strict regimen of slow-release forms of glucose, administered every one to four hours (including overnight). Our approach to treating patients with GSDIa is to apply base editing using lipid nanoparticle, or LNP, delivery to repair the two most prevalent mutations that cause the disease, R83C and Q347X. We have achieved editing levels in vivo, in
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preclinical models, for the correction of the two most prevalent mutations causing GSDIa, which could be clinically relevant if reproduced in humans. Additionally, in October 2021, we presented new preclinical data demonstrating the ability of our liver-targeted base editing approach to directly correct R83C. To evaluate this approach, we created a novel humanized GSDIa R83C knockout mouse model in collaboration with the National Institutes of Health, or NIH, which mimicked the abnormal metabolic phenotype of human GSDIa. These data demonstrated that newborn huR38C mice treated with our LNP-delivered adenine base editors, or ABEs, exhibited normal growth to the end of the study at three weeks of age without any hypoglycemia-induced seizures. In contrast, homozygous animals were unable to survive soon after birth in the absence of glucose supplementation. In addition, we observed editing efficiencies up to approximately 60% by next generation sequencing of DNA isolated from the whole liver. Published studies suggest that a critical therapeutic threshold of approximately 11% of normal G6Pase activity in the liver is sufficient to mitigate fasting hypoglycemia in animal models of GSDIa. Based on these preclinical data and our LNP formulation progress discussed below, we expect to nominate our first development candidate for in vivo base editing in the liver using LNP delivery for the treatment of patients with GSDIa (R83C mutation) by the end of 2021.
Hepatitis B virus, or HBV, causes serious liver infection that can become chronic, increasing the risk of developing life-threatening health issues like cirrhosis, liver failure or liver cancer. Chronic HBV infection is characterized by the persistence of covalently closed circular DNA, or cccDNA, a unique DNA structure that forms in response to HBV infection in the nuclei of liver cells. Additionally, the HBV DNA can integrate into the human genome becoming a source of hepatitis B surface antigen, or HBsAg. While currently available treatments can manage HBV replication, they do not clear cccDNA from the infected liver cells. This inability to prevent HBV infection rebound from cccDNA is a key challenge to curing HBV. In September 2021, we presented preclinical data demonstrating the potential of our cytosine base editors to reduce viral markers, including HBsAg expression, and prevent viral rebound of HBV in in vitro models.
An important next step for our liver disease programs is finalizing our LNP formulation, and we are making progress on developing a formulation using proof-of-concept targets. In May 2021, we announced initial data from our evaluation of various LNP formulations and mRNA production processes using an mRNA-encoding ABE and guide RNA to target the ALAS1 gene, a surrogate payload for genetic liver diseases. These data showed improved in vivo editing in the livers of non-human primates, or NHPs, from less than 10% initially to 52% at a total RNA dose of 1.5 mg/kg. Continued optimization of our LNP formulations has demonstrated further increases in liver editing potency in NHPs. In September 2021, we presented data demonstrating up to 60% editing at a total RNA dose of 1.0 mg/kg. Data from our studies demonstrated that these formulations were well tolerated by NHPs treated with doses up to 1.5 mg/kg. Minimal to mild and transient liver enzyme elevations were observed and resolved by day 15 post-treatment. Additionally, the formulations showed promising interim stability, maintaining potency after three months at -20⁰C and -80⁰C. These and other LNP advances continue to give us confidence in our delivery to the liver and support our advances towards identifying and selecting future development candidates.
Ocular disorders: Stargardt disease
We are currently evaluating AAV technology to correct one of the most prevalent mutations in the ABCA4 gene causing Stargardt disease, a progressive macular degeneration. This mutation is known as the G1961E point mutation.
Our base editing approach is to repair the G1961E point mutation in the ABCA4 gene. Disease modeling using tiny spot stimuli, or light stimuli through holes that are equivalent in size to a single photoreceptor cell, suggests that only 12%-20% of these cells are sufficient to preserve vision. We anticipate, therefore, that editing percentages in the range of 12%-20% of these cells would be disease-modifying, since each edited cell will be fully corrected and protected from the biochemical defect.
We have identified a base editor that is able to edit approximately 45% of the alleles in recombinant cells carrying the human mutated sequence. Given that the base editor is larger than the packaging capacity of a single AAV, we use a split AAV system that delivers the base editor via two AAV vectors. Once inside the cell, the two halves of the editor are recombined to create a functional base editor. In a human retinal pigment epithelial cell line (ARPE-19 cells) in which we have knocked in the ABCA4 G1961E point mutation, we have demonstrated the precise correction of approximately 75% of the disease alleles at 5 weeks after dual infection with the split AAV system. In November 2021, we announced that we initiated preclinical studies in NHPs for our Stargardt program.
Delivery of genetic medicines
To complement our next-generation gene editing technologies, we are also making significant investments in a broad suite of delivery technologies to deliver our gene editing payloads to the right cells to enable potentially curative therapy. These delivery technologies include ex vivo electroporation, nonviral vectors such as LNPs, and viral vectors such as AAVs. In our pipeline, we have initially focused on applications of these technologies that are clinically-validated, such as ex vivo editing of blood stem cells or LNP delivery to the liver. Longer term, we are also investing in more innovative delivery options, such as LNPs that could target other organs beyond the liver, or novel viral vectors beyond AAV. We have also developed critical enabling capabilities such as mRNA manufacturing and cell processing for autologous and allogeneic cell therapy.
Consistent with this approach, our acquisition of Guide Therapeutics, Inc., or Guide, expands our ability to explore new tissues and disease indications with our editing technologies. Guide’s proprietary screening technology, which utilizes DNA barcodes to enable
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high throughput in vivo LNP screening, provides us with access to an existing broad library of lipids and lipid formulations, and the ability to generate additional novel LNPs that we believe could accelerate novel nonviral delivery of gene editing payloads to tissues beyond the liver. In September 2021, we provided an update on our strategy for developing LNPs to deliver base editors to tissues beyond the liver, including hematopoietic stem and progenitor cells, or HSPCs. Leveraging our DNA barcoding technology, we identified a family of LNPs for delivery of base editors to HSPCs in mice, with administration at 1.0 mg/kg leading to 40% expression of mRNA cargo in cells. We are evaluating this delivery approach for potential application in hemoglobinopathies and other genetic blood disorders. In November 2021, we announced that we utilized our DNA barcoding technology to screen more than 1,000 LNPs and identified LNP-HSC1 as the most potent. LNP-HSC1 was validated in vivo, leading to durable, dose-dependent mRNA transfection in HSPCs of more than 40%, which was maintained for 10 weeks post-delivery. Further, LNP-HSC1 efficiently transfected mice at doses ranging from 0.3 mg/kg to 1.0 mg/kg, and in NHPs, a dose-dependent increase in mRNA in bone marrow-derived CD34+ HSPCs was observed.
Collaborations
We believe our base editing technology has potential across a broad array of genetic diseases. To fully realize this potential, we have established and will continue to seek out innovative collaborations, licenses, and strategic alliances with pioneering companies and with leading academic and research institutions. Additionally, we have and will continue to pursue relationships that potentially allow us to accelerate our preclinical research and development efforts. These relationships will allow us to aggressively pursue our vision of maximizing the potential of base editing to provide life-long cures for patients suffering from serious diseases.
Hematology and oncology
Sana Biotechnology
In October 2021, we entered into an option and license agreement with Sana Biotechnology, Inc., or Sana, pursuant to which we granted Sana non-exclusive commercial rights to our CRISPR Cas12b nuclease system for certain ex vivo engineered cell therapy programs. Cas12b is a CRISPR-based nuclease with a high degree of specificity and efficiency that can be used to knock out and/or knock in genes in certain cell types. Under the terms of the agreement, Sana received non-exclusive rights to utilize our Cas12b system with certain allogeneic T cell and stem cell-derived programs. The agreement excludes any rights to base editing using our Cas12b system, which commercial rights remain with Beam. Under the terms of the agreement, Sana made a $50.0 million upfront payment to us in cash in October 2021. According to the terms of our May 2018 license agreement with The Broad Institute, Inc., or Broad Institute, we owe certain sublicense fees to Broad Institute on the upfront payment. We are also eligible to receive certain target option exercise fees, milestone payments upon the achievement of certain development and commercial sale milestones, and royalties on net sales of royalty-bearing products by Sana.
Boston Children’s Hospital
In July 2020, we formed a strategic alliance with Boston Children’s Hospital, or Boston Children’s. Under the terms of the agreement, we will sponsor research programs at Boston Children’s to facilitate development of disease-specific therapies using our proprietary base editing technology. Boston Children’s will also serve as a clinical site to advance bench-to-bedside translation of our pipeline across certain therapeutic areas of interest, including programs in sickle cell disease and pediatric leukemias and exploration of new programs targeting other diseases.
Magenta Therapeutics
In June 2020, we announced a non-exclusive research and clinical collaboration agreement with Magenta Therapeutics Inc., or Magenta, to evaluate the potential utility of MGTA-117, Magenta’s novel targeted antibody-drug conjugate, for conditioning of patients with sickle cell disease and beta-thalassemia receiving our base editing therapies. Conditioning is a critical component necessary to prepare a patient’s body to receive the edited cells, which carry the corrected gene and must engraft in the patient’s bone marrow in order to be effective. Today’s conditioning regimens rely on nonspecific chemotherapy or radiation, which are associated with significant toxicities. MGTA-117 is designed to precisely target only hematopoietic stem and progenitor cells, to spare immune cells, and has shown high selectivity, potent efficacy, wide safety margins and broad tolerability in non-human primate models. MGTA-117 may be capable of clearing space in bone marrow to support long-term engraftment and rapid recovery in patients. Combining the precision of our base editing technology with the more targeted conditioning regimen enabled by MGTA-117 has the potential to further improve therapeutic outcomes for patients suffering from these severe diseases. We will be responsible for clinical trial costs related to development of our base editors when combined with MGTA-117, while Magenta will continue to be responsible for all other development costs of MGTA-117.
Liver diseases
Verve Therapeutics
In April 2019, we entered into a collaboration and license agreement, or the Verve Agreement, with Verve Therapeutics Inc., or Verve, a company focused on developing genetic medicines to safely edit the genome of adults to permanently lower LDL cholesterol and triglyceride levels and thereby treat coronary heart disease. This collaboration allows us to more fully realize the potential of base
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editing in treating cardiovascular diseases, an area outside of our core focus where the Verve team has significant expertise. Under the terms of the Verve Agreement, Verve received exclusive access to our base editing technology, gene editing, and delivery technologies for human therapeutic applications against certain cardiovascular targets. In exchange, we received shares of Verve common stock. Additionally, we will receive milestone payments for certain clinical and regulatory events and we retain the option, after the completion of Phase 1 studies, to participate in future development and commercialization, and share 50 percent of U.S. profits and losses, for any product directed against these targets. Verve granted to us a non-exclusive license under know-how and patents controlled by Verve, and an interest in joint collaboration technology. Either party may owe the other party other milestone payments for certain clinical and regulatory events related to the delivery technology products. Royalty payments may become due by either party to the other based on the net sales of any commercialized delivery technology products under the agreement. Per the terms of the Verve Agreement, we can exercise our right to participate in the future development and commercialization of any programs at the completion of Phase 1 studies.
In January 2021, Verve announced it had selected VERVE-101 as its lead product to be developed initially for the treatment of heterozygous familial hypercholesterolemia, or HeFH, a potentially fatal genetic heart disease. Individuals with HeFH have a genetic mutation causing extremely high LDL-C levels in the blood. Over time, high LDL-C builds up in the heart’s arteries, resulting in reduced blood flow or blockage, and ultimately heart attack or stroke. Inactivation of the proprotein convertase subtilisin/kexin type 9, or PCSK9, gene has been shown to up-regulate LDL receptor expression, which leads to lower LDL-C levels. By making a single A-to-G change in the DNA genetic sequence of PCSK9, VERVE-101 aims to inactivate the target gene.
In January 2021, Verve also reported additional preclinical proof-of-concept data in non-human primates that demonstrated the successful use of ABEs to turn off PCSK9. Utilizing ABE technology licensed from us and an optimized guide RNA packaged in an engineered LNP, Verve announced data demonstrating that in vivo base editing of the PCSK9 gene in the liver of non-human primates resulted in durable and consistent lowering of blood LDL-C and blood PCSK9 protein levels following a single course of treatment. In its pre-clinical studies, Verve reported that a single intravenous infusion achieved a 59% reduction in blood LDL-C at two weeks, which was maintained at six months post treatment, and that LDL-C reduction over this time period averaged 61%. Verve also disclosed that during this same six-month time period, the average blood PCSK9 protein level was reduced by 89%. Verve further reported that the treatment was well tolerated with no adverse events reported during the study and that in studies of primary human hepatocytes, clear evidence of on-target editing was observed with no evidence of off-target editing.
Verve announced the closing of its initial public offering in June 2021, at which time we owned 546,970 shares of its common stock. Following the initial public offering, the equity securities are included in long-term investments on the consolidated balance sheet. We recorded the investment at fair value as of September 30, 2021, which resulted in of the recognition of $4.9 million of other expense and $22.0 million of other income for the three and nine months ended September 30, 2021, respectively. During the nine months ended September 30, 2020, we recognized gains of $0.5 million, which is recorded in other income, on our investment in Verve stock. The value of this investment as of September 30, 2021 is $24.4 million.
Ophthalmology
Institute of Molecular and Clinical Ophthalmology Basel
In July 2020, we announced a research collaboration with the Institute of Molecular and Clinical Ophthalmology Basel, or IOB. Founded in 2018 by a consortium that includes Novartis, the University Hospital of Basel and the University of Basel, IOB is a leader in basic and translational research aimed at treating impaired vision and blindness. Clinical scientists at IOB have also helped to develop better ways to measure how vision is impacted by Stargardt disease.
Additionally, researchers at IOB have developed living models of the retina, known as organoids, which can be used to test novel therapies. Under the terms of the agreement, the companies will leverage IOB’s unique expertise in the field of ophthalmology along with our novel base editing technology to advance programs directed to the treatment of certain ocular diseases, including Stargardt disease.
Complement-Driven Diseases
Apellis Pharmaceuticals
In June 2021, we entered into a research collaboration agreement, or the Apellis Agreement, with Apellis Pharmaceuticals, Inc., or Apellis, focused on the use of certain of our base editing technology to discover new treatments for complement system-driven diseases. Under the terms of the Apellis Agreement, we will supply certain of our base editing technology and conduct preclinical research on up to six base editing programs that target specific genes within the complement system in various organs, including the eye, liver, and brain. Apellis will have exclusive rights to license each of the six programs and will assume responsibility for subsequent development. We may elect to enter into a 50-50 U.S. co-development and co-commercialization agreement with Apellis with respect to one program licensed under the collaboration.
As part of the collaboration, we are eligible to receive a total of $75.0 million in upfront and near-term milestones from Apellis, which is comprised of $50.0 million received upon signing and an additional $25.0 million payment on June 30, 2022, the one-year
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anniversary of the signing date of the Apellis Agreement. Following any exercise of the opt-in license rights for any of the six programs, we will be eligible to receive development, regulatory, and sales milestones from Apellis, as well as royalty payments on sales. The collaboration has an initial term of five years and may be extended up to two years on a per year and program-by-program basis. We received the $50.0 million initial payment in July 2021. According to the terms of our June 2017 license agreement with Harvard University, or Harvard, we owe certain sublicense fees to Harvard on the upfront payment.
Manufacturing
To realize the full potential of base editors as a new class of medicines and to enable our parallel investment strategy in multiple delivery modalities, we are building customized and integrated capabilities across discovery, manufacturing, and preclinical and clinical development. Due to the critical importance of high-quality manufacturing and control of production timing and know-how, we have taken steps toward establishing our own manufacturing facility, which will provide us the flexibility to manufacture a variety of different product modalities. We believe this investment will maximize the value of our portfolio and capabilities, the probability of technical success of our programs, and the speed at which we can provide potentially life-long cures to patients.
In August 2020, we entered into a lease agreement with Alexandria Real Estate Equities, Inc. to build a 100,000 square foot current cGMP compliant manufacturing facility in Research Triangle Park, North Carolina intended to support a broad range of clinical programs. The initial estimate of the minimum amount of undiscounted lease payments due under this lease is $81.1 million. The tabular disclosure of minimum lease payments above under Note 7, Leases, does not include payments due under this lease. We anticipate that the facility will be operational in the first quarter of 2023. The project will be facilitated, in part, by a Job Development Investment Grant approved by the North Carolina Economic Investment Committee, which authorizes potential reimbursements based on new tax revenues generated through the project. The facility will be designed to support manufacturing for our ex vivo cell therapy programs in hematology and oncology and in vivo non-viral delivery programs for liver diseases, with flexibility to support manufacturing of our viral delivery programs, and ultimately, scale-up to support potential commercial supply.
For our initial waves of clinical programs, we will use contract manufacturing organizations, or CMOs, with relevant manufacturing experience in genetic medicines.
Acquisitions
In February 2021, we entered into an Agreement and Plan of Merger, or the Guide Merger Agreement, to acquire Guide Therapeutics, Inc., or Guide. Pursuant to the Guide Merger Agreement, we paid Guide’s former stockholders and optionholders upfront consideration in an aggregate amount of $120.0 million, excluding customary purchase price adjustments, in shares of our common stock, based upon the volume-weighted average price of the common stock over the ten trading day period ending on February 19, 2021. In addition, Guide’s former stockholders and optionholders are eligible to receive up to an additional $100.0 million in technology milestone payments and $220.0 million in product milestone payments, payable in our common stock.
COVID-19
With the ongoing concern related to the COVID-19 pandemic in the year ended December 31, 2020 and the nine months ended September 30, 2021, we have maintained and expanded our business continuity plans to address and mitigate the impact of the COVID-19 pandemic on our business. In March 2020, to protect the health of our employees, and their families and communities, we restricted access to our offices to personnel who performed critical activities that must be completed on-site, limited the number of such personnel that can be present at our facilities at any one time, and requested that most of our employees work remotely. In May 2020, as certain states eased restrictions, we established new protocols to better allow our full laboratory staff access to our facilities. These protocols included several shifts working over a seven-day week protocol. In June 2021, as states continued to ease restrictions, we started to allow for all of our employees to work on-site at our facilities, with fewer restrictions, particularly for vaccinated employees. We expect to continue incurring additional costs to ensure we adhere to the guidelines instituted by the Centers for Disease Control and to provide a safe working environment to our onsite employees.
The extent to which the COVID-19 pandemic impacts our business, our corporate development objectives, results of operations and financial condition, including the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the duration, scope and severity of the pandemic, the duration and extent of travel restrictions and social distancing in the United States and other countries, business closures and business disruptions, the effectiveness of actions taken in the United States and other countries to contain and treat the disease, periodic spikes in infection rates, new strains of the virus that cause outbreaks of COVID-19, and the broad availability of effective vaccines.
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Disruptions to the global economy, disruption of global healthcare systems, and other significant impacts of the COVID-19 pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
While the COVID-19 pandemic did not significantly impact our business or results of operations during the nine months ended September 30, 2021, the length and extent of the pandemic, its consequences, and containment efforts will determine the future impact on our operations and financial condition.
Critical accounting policies and significant judgements
Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our condensed consolidated financial statements. We have determined that our most critical accounting policies are those relating to stock-based compensation, variable interest entities, fair value measurements, and leases. There have been no significant changes to our existing critical accounting policies and significant accounting policies discussed in the 2020 Form 10-K, except as discussed below.
Asset Acquisitions
In 2018, we adopted ASU 2017-01, Business Combinations, or ASU 2017-01, which clarified the definition of a business. We measure and recognize asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs, and the consideration is allocated to the items acquired based on a relative fair value methodology. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development with no alternative future use is charged to research and development expense at the acquisition date.
At the time of acquisition, we determine if a transaction should be accounted for as a business combination or acquisition of assets.
Contingent Consideration Liabilities
We may be required to make milestone payments to the former stockholders and optionholders of Guide in the form of our common stock based on the achievement of certain product and technology milestones. The payments are accounted for under ASC 480, Distinguishing Liabilities from Equity. These contingent consideration liabilities are carried at fair value which was estimated by applying a probability-based model, which utilized inputs primarily based upon the achievement and related timing of certain product and technology milestones that were unobservable in the market. The estimated fair value of contingent consideration liabilities, initially measured and recorded on the acquisition date, are considered to be a Level 3 measurement and are reviewed quarterly, or whenever events or circumstances occur that indicate a change in fair value. The contingent consideration liabilities are recorded at fair value at the end of each reporting period with changes in estimated fair values recorded in other income (expense) in the condensed consolidated statements of operations and other comprehensive loss.
The estimated fair value is determined based on probability adjusted discounted cash flow models that include significant estimates and assumptions pertaining to technology and product development. Significant changes in any of the probabilities of success would result in a significantly higher or lower fair value measurement. Significant changes in the probabilities as to the periods in which milestones will be achieved would result in a significantly lower or higher fair value measurement.
Financial operations overview
General
We were incorporated on January 25, 2017 and commenced operations shortly thereafter. Since our inception, we have devoted substantially all of our resources to building our base editing platform and advancing development of our portfolio of programs, establishing and protecting our intellectual property, conducting research and development activities, organizing and staffing our company, business planning, raising capital and providing general and administrative support for these operations. To date, we have financed our operations primarily through the sales of our redeemable convertible preferred stock, proceeds from offerings of our common stock and payments received under collaboration and license agreements.
We are a development stage company, and all of our programs are at a preclinical stage of development. To date, we have not generated any revenue from product sales and do not expect to generate revenue from the sale of our products for the foreseeable future. Since inception we have incurred significant operating losses. Our net losses for the nine months ended September 30, 2021 and 2020 were $305.9 million and $99.1 million, respectively. As of September 30, 2021, we had an accumulated deficit of $703.6 million. We expect to continue to incur significant expenses and increasing operating losses in connection with ongoing development activities related to our portfolio of programs as we continue our preclinical development of product candidates; advance these product candidates toward clinical development; build and operate our cGMP facility in North Carolina, further develop our base editing platform; continue to make investments in delivery technology for our base editors, including in connection with our acquisition of Guide; conduct research activities as we seek to discover and develop additional product candidates; maintain, expand, enforce, defend and protect our intellectual property portfolio; and continue to hire research and development, clinical and commercial personnel. In addition, we expect to continue to incur additional costs associated with operating as a public company.
As a result of these anticipated expenditures, we will need additional financing to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our
29
operations through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing arrangements. We may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. Our inability to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We can give no assurance that we will be able to secure such additional sources of funds to support our operations, or, if such funds are available to us, that such additional funding will be sufficient to meet our needs.
Research and development expenses
Research and development expenses consist of costs incurred in performing research and development activities, which include:
Expenses incurred in connection with investments in delivery technology for our base editors, including as a result of our acquisition of Guide;
the cost to obtain licenses to intellectual property, such as those with Harvard University, Broad Institute of MIT and Harvard, or Broad Institute, and Editas Medicine, Inc, or Editas, and related future payments should certain success, development and regulatory milestones be achieved;
personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation for employees engaged in research and development functions;
expenses incurred in connection with the discovery and preclinical development of our research programs, including under agreements with third parties, such as consultants, contractors and contract research organizations;
expenses incurred in connection with the building of our base editing platform;
the cost of manufacturing product candidates for use in our preclinical studies and future clinical trials;
laboratory supplies and research materials; and
facilities, depreciation and other expenses which include direct and allocated expenses.
We expense research and development costs as incurred. Advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the benefits are consumed.
In the early phases of development, our research and development costs are often devoted to product platform and proof-of-concept studies that are not necessarily allocable to a specific target.
We expect that our research and development expenses will increase substantially in connection with our planned preclinical and future clinical development activities.
General and administrative expenses
General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our administrative functions. General and administrative expenses also include allocated facility related expenses and other operating costs.
We anticipate that our general and administrative expenses will increase in the future to support increased research and development activities. We also expect to continue to incur increased costs associated with being a public company and implementing controls over financial reporting, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with the requirements of the Nasdaq Global Select Market and SEC, director and officer insurance costs, and investor and public relations costs.
Other income and expenses
Other income and expenses consist of the following items:
Change in fair value of derivative liabilities consists of remeasurement gains or losses associated with changes in success payment liabilities associated with our license agreement with Harvard, dated as of June 27, 2017, as amended, or the Harvard License Agreement, and our license agreement with The Broad Institute, dated as of May 9, 2018, as amended, or the Broad License Agreement.
Change in fair value of long-term investments consists of mark-to-market adjustments related to our investments in equity securities.
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Change in fair value of contingent consideration liabilities consists of remeasurement of the fair market value associated with changes in the technology and product contingent consideration liabilities as part of the Guide Merger Agreement.
Interest and other income (expense), net consists primarily of interest income as well as interest expense related to our equipment financings.
Results of operations
Comparison of the three months ended September 30, 2021 and 2020
The following table summarizes our results of operations (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
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Three Months Ended September 30,
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
License and collaboration revenue
|
|
$
|
763
|
|
|
$
|
6
|
|
|
$
|
757
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
54,623
|
|
|
|
29,825
|
|
|
|
24,798
|
|
General and administrative
|
|
|
15,774
|
|
|
|
7,502
|
|
|
|
8,272
|
|
Total operating expenses
|
|
|
70,397
|
|
|
|
37,327
|
|
|
|
33,070
|
|
Loss from operations
|
|
|
(69,634
|
)
|
|
|
(37,321
|
)
|
|
|
(32,313
|
)
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Other income (expense):
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|
|
|
|
|
|
|
|
|
Change in fair value of derivative liabilities
|
|
|
35,800
|
|
|
|
2,700
|
|
|
|
33,100
|
|
Change in fair value of long-term investments
|
|
|
(4,892
|
)
|
|
|
—
|
|
|
|
(4,892
|
)
|
Change in fair value of contingent consideration liabilities
|
|
|
10,599
|
|
|
|
—
|
|
|
|
10,599
|
|
Interest and other income (expense), net
|
|
|
9
|
|
|
|
169
|
|
|
|
(160
|
)
|
Total other income (expense)
|
|
|
41,516
|
|
|
|
2,869
|
|
|
|
38,647
|
|
Net loss
|
|
$
|
(28,118
|
)
|
|
$
|
(34,452
|
)
|
|
$
|
6,334
|
|
License and collaboration revenue
License and collaboration revenue was approximately $0.8 million and $6.0 thousand for the three months ended September 30, 2021 and 2020, respectively. License and collaboration revenue represents revenue recorded under the Apellis and Verve Agreements.
Research and development expenses
Research and development expenses were $54.6 million and $29.8 million for the three months ended September 30, 2021 and 2020, respectively. The increase of $24.8 million was primarily due to the following:
An increase of $6.6 million in personnel-related costs and $3.9 million in facility-related costs, including depreciation. These increases were due to the growth in the number of research and development employees from 136 at September 30, 2020 to 250 at September 30, 2021, and their related activities, as well as the expense allocated to research and development related to our leased facilities.
An increase of $6.0 million in lab supplies due to the movement of our lead programs into IND enabling activities and continued investment in platform and discovery efforts.
An increase of $5.6 million in stock-based compensation from additional stock option awards due to the increase in the number of research and development employees as well as an increase in the value of our common stock.
An increase of $4.1 million in outsourced services, driven by process development spend and IND enabling materials for BEAM-102, assay development and qualification for mRNA and gRNA for BEAM-101 and BEAM-201, toxicology studies related to BEAM-201 and initial clinical start-up activities for BEAM-101.
An increase of $1.4 million in other expenses, primarily related to an increase in research and development specific software costs.
A decrease of $2.7 million in milestone expenses. During the three months ended September 30, 2020, we recognized $5.0 million expense as a result of our decision to extend our collaboration with Prime Medicine. In September 2021, we recorded an additional $1.6 million in sublicense fees and $0.7 million of expense for milestones related to our technology license agreements.
Research and development expenses are expected to continue to increase as we start to initiate clinical trials for BEAM-101, continue IND enabling studies for BEAM-102, continue our current research programs, initiate new research programs, continue the preclinical development of our product candidates and conduct any future preclinical studies and begin to enroll patients and conduct clinical trials for any of our product candidates.
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General and administrative expenses
General and administrative expenses were $15.8 million and $7.5 million for the three months ended September 30, 2021 and 2020, respectively. The increase of $8.3 million was primarily due to the following:
An increase of $4.4 million in stock-based compensation due to an increase in the number of general and administrative employees, as well as an increase in the value of our common stock.
An increase of $2.5 million in personnel related costs and $0.6 million in facility-related costs, including depreciation, due to an increase in general and administrative employees from 30 employees as of September 30, 2020 to 56 employees as of September 30, 2021, as well as the expense allocated to general and administrative expenses related to our leased facilities.
An increase of $0.4 million in insurance costs due to higher premiums attributable to the Company's directors and officers insurance policy following our IPO in February 2020 and insurance costs related to our acquisition of Guide in 2021.
An increase of $0.5 million in legal costs primarily due to legal fees incurred in connection with the Apellis and Sana Agreements.
Change in fair value of derivative liabilities
During the three months ended September 30, 2021, we recorded $35.8 million of other income related to the change in fair value of success payment liabilities as compared to $2.7 million of other income for the three months ended September 30, 2020 due to decreases in the price of our common stock for the three months ended September 30, 2021 and 2020. A portion of the success payment obligations were paid in June 2021; the remaining success payment obligations are still outstanding as of September 30, 2021 and will continue to be revalued at each reporting period.
Change in fair value of long-term investments
During the three months ended September 30, 2021, we recorded other expense of $4.9 million as a result of a decrease in the value of our investment in Verve's common stock.
Change in contingent consideration liabilities
During the three months ended September 30, 2021, we recorded $10.6 million of other income related to the change in fair value of the Guide technology and product contingent consideration liabilities as a result of an update in project timelines and the expected probability of achievement of the milestones.
Interest and other income (expense), net
The decrease in interest and other income (expense), net was primarily due to a decrease in interest income driven by decreased market rates.
Comparison of the nine months ended September 30, 2021 and 2020
The following table summarizes our results of operations, together with the change in dollars (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
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|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
License and collaboration revenue
|
|
$
|
775
|
|
|
$
|
18
|
|
|
$
|
757
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
290,306
|
|
|
|
70,728
|
|
|
|
219,578
|
|
General and administrative
|
|
|
39,450
|
|
|
|
21,251
|
|
|
|
18,199
|
|
Total operating expenses
|
|
|
329,756
|
|
|
|
91,979
|
|
|
|
237,777
|
|
Loss from operations
|
|
|
(328,981
|
)
|
|
|
(91,961
|
)
|
|
|
(237,020
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative liabilities
|
|
|
(8,400
|
)
|
|
|
(8,700
|
)
|
|
|
300
|
|
Change in fair value of long-term investments
|
|
|
21,960
|
|
|
|
517
|
|
|
|
21,443
|
|
Change in fair value of contingent consideration liabilities
|
|
|
9,553
|
|
|
|
—
|
|
|
|
9,553
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|
Interest and other income (expense), net
|
|
|
(63
|
)
|
|
|
1,016
|
|
|
|
(1,079
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)
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Total other income (expense)
|
|
|
23,050
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|
|
|
(7,167
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)
|
|
|
30,217
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|
Net loss
|
|
$
|
(305,931
|
)
|
|
$
|
(99,128
|
)
|
|
$
|
(206,803
|
)
|
License and collaboration revenue
License and collaboration revenue was approximately $0.8 million and $18.0 thousand for the nine months ended September 30, 2021 and September 30, 2020, respectively. License and collaboration revenue represents revenue recorded under the Apellis and the Verve Agreements.
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Research and development expenses
Research and development expenses were $290.3 million and $70.7 million for the nine months ended September 30, 2021 and 2020, respectively. The increase of $219.6 million was primarily due to the following:
$155.0 million of expense related to in-process research and development asset acquired from Guide as there was determined to be no alternative future use.
An increase of $17.9 million in outsourced services, driven by process development, IND enabling materials and clinical readiness spend for BEAM-101, BEAM-201 and BEAM-102, assay development and qualification of gRNA and mRNA materials for BEAM-101 and BEAM-201, and toxicology studies and activities for BEAM-101 and BEAM-201.
Increases of $14.0 million in personnel-related costs and $10.8 million in facility-related costs, including depreciation. These increases were due to the growth in the number of research and development employees from 136 at September 30, 2020 to 250 at September 30, 2021, and their related activities, as well as the expense allocated to research and development related to our leased facilities.
An increase of $11.5 million in stock-based compensation due to the increase in the number of research and development employees, as well as an increase in the value of our common stock.
An increase of $10.6 million in lab supplies due to the movement of our lead programs into IND enabling activities and continued investment in platform and discovery efforts.
An increase of $3.8 million in other expenses, primarily related to an increase in research and development specific software costs.
A decrease of $4.0 million in milestone and license expenses. During the nine months ended September 30, 2020, we recognized $5.0 million in expense as a result of our decision to extend our collaboration with Prime Medicine. During the nine months ended September 30, 2020, we also recorded a $2.3 million expense for a milestone paid to Bio Palette upon the issuance of a certain patent in the United States becoming probable. During the nine months ended September 30, 2021, we recorded $2.7 million in sublicense fees. In September 2021, we recorded $0.7 million of expense for milestones related to our technology license agreements.
Research and development expenses are expected to continue to increase as we start to initiate clinical trials for BEAM-101, continue IND-enabling studies for BEAM-102, continue our current research programs, initiate new research programs, continue the preclinical development of our product candidates and conduct any future preclinical studies and begin to enroll patients and conduct clinical trials for any of our product candidates.
General and administrative expenses
General and administrative expenses were $39.5 million and $21.3 million for the nine months ended September 30, 2021 and 2020, respectively. The increase of $18.2 million was primarily due to the following:
An increase of $8.0 million in stock-based compensation due to an increase in the number of general and administrative employees, as well as an increase in the value of our common stock.
Increases of $6.6 million in personnel related costs and $1.4 million in facility related costs, including depreciation costs, due to an increase in general and administrative employees from 30 employees as of September 30, 2020 to 56 employees as of September 30, 2021, as well as the expense allocated to general and administrative expenses related to our leased facilities.
An increase of $1.2 million in insurance costs due to increased directors and officers insurance costs as a result of our IPO in February 2020 and insurance costs related to our acquisition of Guide in 2021.
An increase of $1.4 million in legal costs primarily due to legal fees incurred in connection with our acquisition of Guide and the completion of the Apellis and Sana Agreements.
Change in fair value of derivative liabilities
During the nine months ended September 30, 2021, we recorded $8.4 million of other expense related to the change in fair value of success payment liabilities as compared to $8.7 million of other expense for the nine months ended September 30, 2020 due to increases in the price of our common stock for the nine months ended September 30, 2021 and 2020. A portion of the success payments was paid in shares in June 2021; the remaining success payment obligations are still outstanding as of September 30, 2021 and will continue to be revalued at each reporting period.
Change in fair value of long-term investments
During the nine months ended September 30, 2021 and 2020, we recorded income of $22.0 million and $0.5 million as a result of increases in the value of our investment in Verve's common stock.
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Change in contingent consideration liabilities
During the nine months ended September 30, 2021, we recorded $9.6 million of other income related to the change in fair value of the Guide technology and product contingent consideration liabilities as a result of an update in project timelines and the expected probability of achievement of the milestones.
Interest and other income (expense), net
The decrease in interest and other income (expense), net was primarily due to a decrease in interest income driven by decreased market rates.
Liquidity and capital resources
Since our inception in January 2017, we have not generated any revenue from product sales, have generated only limited license revenue from the Verve Agreement and the Apellis Agreement, and have incurred significant operating losses and negative cash flows from our operations. We expect to incur significant expenses and operating losses for the foreseeable future as we advance the preclinical and, if successful, the clinical development of our product candidates. In February 2020, we completed our IPO in which we issued and sold 12,176,471 shares of our common stock, including 1,588,235 shares of common stock sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at a public offering price of $17.00 per share. We received net proceeds from our IPO of $188.3 million, after deducting underwriting discounts and offering expenses payable by us. In October 2020, we issued and sold 5,750,000 shares of our common stock, including 750,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $23.50 per share, for aggregate gross proceeds of $135.1 million. We received approximately $126.6 million in net proceeds after deducting applicable underwriting discounts and offering expenses. In January 2021, we issued and sold 2,795,700 shares of our common stock in a private placement at an offering price of $93.00 per share for aggregate gross proceeds of $260.0 million. We received $252.0 million in net proceeds after deducting offering expenses payable by us. To date, we have funded our operations primarily through equity offerings.
In April 2021, we filed a universal shelf registration statement on Form S-3 with the SEC, or the 2021 Shelf, to register for sale an indeterminate amount of our common stock, preferred stock, debt securities, warrants and/or units in one or more offerings, which became effective upon filing with the SEC (File No. 333-254946).
In April 2021, we entered into an at the market, or ATM, sales agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, pursuant to which we were entitled to offer and sell, from time to time at prevailing market prices, shares of our common stock having aggregate gross proceeds of up to $300.0 million. We agreed to pay Jefferies a commission of up to 3.0% of the aggregate gross sale proceeds of any shares sold by Jefferies under the Sales Agreement. As of September 30, 2021, we have sold 2,908,009 shares of our common stock under the Sales Agreement at an average price of $103.16 per share for aggregate gross proceeds of $300.0 million, before deducting commissions and offering expenses payable by us.
In July 2021, we and Jefferies entered into an amendment to the Sales Agreement to provide for an increase in the aggregate offering amount under the Sales Agreement, such that as of July 7, 2021, we may offer and sell shares of common stock having an aggregate offering price of an additional $500.0 million. As of September 30, 2021, we have sold 1,765,833 additional shares of our common stock under the amended Sales Agreement at an average price of $107.88 per share for aggregate gross proceeds of $190.5 million, before deducting commissions and offering expenses payable by us, resulting in an aggregate of $490.5 million in gross proceeds received under the Sales Agreement as of September 30, 2021.
As of September 30, 2021, we had $933.4 million in cash, cash equivalents, and marketable securities.
We are required to make success payments to Harvard and Broad Institute based on increases in the per share fair market value of our Series A-1 Preferred Stock and Series A-2 Preferred Stock or, subsequent to our IPO, our common stock. The amounts due may be settled in cash or shares of our common stock, at our discretion. In May 2021, the first success payment measurements occurred and success payments to Harvard and Broad Institute were calculated to be $15.0 million and $15.0 million, respectively. We elected to make each payment in shares of our common stock and issued 174,825 shares to each of Harvard and Broad Institute to settle these liabilities in June 2021.
We have not yet commercialized any of our product candidates, and we do not expect to generate revenue from the sale of our products candidates for the foreseeable future. We anticipate that we may need to raise additional capital in order to continue to fund our research and development, including our planned preclinical studies and clinical trials, building, maintaining and operating a commercial-scale cGMP manufacturing facility, and new product development, as well as to fund our general operations. As and if necessary, we will seek to raise these additional funds through various potential sources, such as equity and debt financings or through corporate collaboration and license agreements. Especially in light of the COVID-19 pandemic, we can give no assurances that we will be able to secure such additional sources of funds to support our operations, or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. For a more detailed discussion of risks related to COVID-19, please see Part I, Item 1A, Risk Factors—Risks related to our relationships with third parties, included in our 2020 Form 10-K.
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Cash flows
The following table summarizes our sources and uses of cash (in thousands):
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|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Net cash used in operating activities
|
|
$
|
(68,098
|
)
|
|
$
|
(71,443
|
)
|
Net cash used in investing activities
|
|
|
(216,648
|
)
|
|
|
(18,696
|
)
|
Net cash provided by financing activities
|
|
|
734,598
|
|
|
|
192,329
|
|
Net change in cash, cash equivalents and restricted cash
|
|
$
|
449,852
|
|
|
$
|
102,190
|
|
Operating activities
Net cash used in operating activities for the nine months ended September 30, 2021 was $68.1 million, consisting primarily of our net loss of $305.9 million, a decrease in accounts payable of $1.3 million and noncash items including an increase in the fair value of a non-controlling equity investment of $22.0 million and a change in fair value of contingent consideration liabilities of $9.6 million. These uses of cash were offset in part by an increase in deferred revenue of $49.2 million, primarily related to the Apellis Agreement; an increase in operating lease liabilities of $15.2 million; an increase in accrued expenses and other liabilities of $2.8 million and a decrease in prepaid expenses and other current assets of $0.7 million and noncash items consisting primarily of in-process research and development expenses of $155.0 million, stock-based compensation expense of $28.1 million, change in fair value of derivative liabilities of $8.4 million, a change in operating lease ROU assets of $6.8 million and depreciation and amortization expense of $4.8 million.
Net cash used in operating activities for the nine months ended September 30, 2020 was $71.4 million, consisting primarily of our net loss of $99.1 million, an increase in prepaid expenses and other current assets of $3.7 million, a decrease in operating lease liabilities of $3.2 million; offset by an increase in accrued expenses and other liabilities of $4.2 million, and noncash charges consisting primarily of stock-based compensation expense of $8.6 million, change in fair value of derivative liabilities of $8.7 million, non-cash research and developmental license expense, net of $5.2 million, depreciation expense of $3.5 million, and change in operating lease ROU assets of $3.1 million.
Investing activities
For the nine months ended September 30, 2021, cash used in investing activities was primarily the net purchases of marketable securities of $183.8 million, and purchases of property and equipment of $33.4 million. We also received $0.6 million in net cash from our acquisition of Guide, after the payment of acquisition costs.
For the nine months ended September 30, 2020, cash used in investing activities was primarily the net purchases of marketable securities of $9.7 million, and purchases of property and equipment of $8.2 million.
Financing activities
Net cash provided by financing activities for the nine months ended September 30, 2021 consisted primarily of proceeds from equity offerings of $737.2 million and proceeds from the exercise of stock options of $7.7 million, offset in part by the payment of equity offering costs of $8.7 million and repayments of equipment financing liabilities of $1.6 million.
Net cash provided by financing activities for the nine months ended September 30, 2020 consisted primarily of proceeds from our IPO of $192.5 million, net of underwriting discounts, proceeds of $1.6 million from equipment financings, and proceeds from the exercise of stock options of $1.1 million, offset by the payment of equity offering costs of $1.7 million, and repayments of equipment financing liabilities of $1.2 million.
Funding requirements
Our operating expenses are expected to increase substantially as we continue to advance our portfolio of programs.
Specifically, our expenses will increase if and as we:
continue our current research programs and our preclinical development of product candidates from our current research programs;
seek to identify additional research programs and additional product candidates;
initiate preclinical studies and clinical trials for any product candidates we identify and develop;
maintain, expand, enforce, defend, and protect our intellectual property portfolio and provide reimbursement of third-party expenses related to our patent portfolio;
seek marketing approvals for any of our product candidates that successfully complete clinical trials;
35
establish a sales, marketing, and distribution infrastructure to commercialize any medicines for which we may obtain marketing approval;
further develop our base editing platform;
further develop delivery technology for our base editors, resulting from our acquisition of Guide;
continue to hire additional personnel including research and development, clinical and commercial personnel;
add operational, financial, and management information systems and personnel, including personnel to support our product development;
acquire or in-license products, intellectual property, medicines and technologies; and
build, maintain and operate a commercial-scale cGMP manufacturing facility.
We expect that our cash, cash equivalents and marketable securities at September 30, 2021 will enable us to fund our current and planned operating expenses and capital expenditures for at least the next 12 months. We have based these estimates on assumptions that may prove to be imprecise, and we may exhaust our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development our programs, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the research and development of our product candidates.
Our future funding requirements will depend on many factors including:
the cost of continuing to build our base editing platform;
the costs of acquiring licenses for the delivery modalities that will be used with our product candidates;
the scope, progress, results, and costs of discovery, preclinical development, laboratory testing, manufacturing and clinical trials for the product candidates we may develop;
the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property and proprietary rights, and defending intellectual property-related claims;
the costs, timing, and outcome of regulatory review of the product candidates we may develop;
the costs of future activities, including product sales, medical affairs, marketing, manufacturing, distribution, coverage and reimbursement for any product candidates for which we receive regulatory approval;
the success of our license agreements and our collaborations;
our ability to establish and maintain additional collaborations on favorable terms, if at all;
the achievement of milestones or occurrence of other developments that trigger payments under any collaboration agreements we are a party to or may become a party to;
the payment of success liabilities to Harvard and Broad Institute pursuant to the respective terms of the Harvard License Agreement and the Broad Institute License Agreement, should we choose to pay in cash;
the extent to which we acquire or in-license products, intellectual property, and technologies;
the costs of obtaining, building, operating and expanding our manufacturing capacity; and
the impacts of the COVID-19 pandemic and our response to it.
A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Further, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans.
Until such time, if ever, as we can generate substantial revenues from the sale of our product candidates, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing arrangements. We do not have any committed external source of funds. Debt financing, if available, may involve agreements that include restrictive covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. In addition, debt financings would result in increased fixed payment obligations.
If we raise funds through additional collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates, or we may have to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We can give
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no assurance that we will be able to secure such additional sources of funds to support our operations, or, if such funds are available to us, that such additional funding will be sufficient to meet our needs.
Contractual obligations
We enter into contracts in the normal course of business with contract research organizations and other vendors to assist in the performance of our research and development activities and other services and products for operating purposes. These contracts generally provide for termination on notice, and therefore are cancelable contracts and not included in the table of contractual obligations and commitments. During the nine months ended September 30, 2021, there were no material changes to our contractual obligations and commitments described under Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2020 Form 10-K with the exception of the commitments as described below.
During the nine months ended September 30, 2021, we entered into the second phase of our April 2019 lease for office and laboratory space to be built. The minimum of undiscounted lease payments due under the second phase of this lease is $42.7 million.
In May 2021, the first success payment measurements under the Harvard License Agreement and Broad License Agreement occurred and success payments to Harvard and Broad Institute were calculated to be $15.0 million and $15.0 million, respectively. We elected to make each payment in shares of our common stock and issued 174,825 shares of our common stock to each of Harvard and Broad Institute to settle these liabilities in June 2021.
Off-balance sheet arrangements
We did not have during the periods presented and we do not currently have any off-balance sheet arrangements, as defined under the applicable regulations of the SEC.