Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Entity File Number | 001-37687 | |
Entity Registrant Name | EDITAS MEDICINE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4097528 | |
Entity Address, Address Line One | 11 Hurley Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02141 | |
City Area Code | 617 | |
Local Phone Number | 401-9000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | EDIT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,632,619 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001650664 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 220,817 | $ 141,522 |
Marketable securities | 211,151 | 202,752 |
Accounts receivable | 2,286 | 5,145 |
Prepaid expenses and other current assets | 6,724 | 7,335 |
Total current assets | 440,978 | 356,754 |
Marketable securities | 48,065 | 93,097 |
Property and equipment, net | 12,846 | 15,569 |
Right-of-use assets | 34,811 | 43,648 |
Restricted cash and other non-current assets | 5,253 | 5,253 |
Total assets | 541,953 | 514,321 |
Current liabilities: | ||
Accounts payable | 8,066 | 9,511 |
Accrued expenses | 27,896 | 31,296 |
Deferred revenue, current | 8,221 | 8,221 |
Operating lease liabilities | 10,330 | 11,082 |
Total current liabilities | 54,513 | 60,110 |
Operating lease liabilities, net of current portion | 26,856 | 32,864 |
Deferred revenue, net of current portion | 60,667 | 60,667 |
Total liabilities | 142,036 | 153,641 |
Stockholders' equity | ||
Preferred stock, $0.0001 par value per share: 5,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.0001 par value per share: 195,000,000 shares authorized; 81,616,909 and 68,847,382 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 8 | 7 |
Additional paid-in capital | 1,569,651 | 1,442,405 |
Accumulated other comprehensive loss | (2,285) | (3,601) |
Accumulated deficit | (1,167,457) | (1,078,131) |
Total stockholders' equity | 399,917 | 360,680 |
Total liabilities and stockholders' equity | $ 541,953 | $ 514,321 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 195,000,000 | 195,000,000 |
Common stock, shares issued | 81,616,909 | 68,847,382 |
Common stock, shares outstanding | 81,616,909 | 68,847,382 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Statements of Operations | ||||
Collaboration and other research and development revenues | $ 2,887 | $ 6,362 | $ 12,738 | $ 13,134 |
Revenue type | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Operating expenses: | ||||
Research and development | $ 29,779 | $ 43,659 | $ 67,583 | $ 81,635 |
General and administrative | 17,202 | 16,937 | 40,211 | 36,483 |
Total operating expenses | 46,981 | 60,596 | 107,794 | 118,118 |
Operating loss | (44,094) | (54,234) | (95,056) | (104,984) |
Other income, net: | ||||
Other (expense) income, net | (7) | 235 | (1,590) | 1 |
Interest income, net | 3,811 | 546 | 7,320 | 1,015 |
Total other income, net | 3,804 | 781 | 5,730 | 1,016 |
Net loss | $ (40,290) | $ (53,453) | $ (89,326) | $ (103,968) |
Net loss per share, basic (in dollars per share) | $ (0.56) | $ (0.78) | $ (1.27) | $ (1.52) |
Net loss per share, diluted (in dollars per share) | $ (0.56) | $ (0.78) | $ (1.27) | $ (1.52) |
Weighted-average common shares outstanding, basic (in shares) | 71,376,678 | 68,640,858 | 70,157,204 | 68,563,348 |
Weighted-average common shares outstanding, diluted (in shares) | 71,376,678 | 68,640,858 | 70,157,204 | 68,563,348 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net Income (Loss) | $ (40,290) | $ (53,453) | $ (89,326) | $ (103,968) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable debt securities | (6) | (878) | 1,316 | (2,894) |
Comprehensive loss | $ (40,296) | $ (54,331) | $ (88,010) | $ (106,862) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Other Accumulated Deficit | At The Market Offering | Total |
Balance, beginning of period at Dec. 31, 2021 | $ 7 | $ 1,411,827 | $ (493) | $ (857,699) | $ 553,642 | |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 68,435,257 | |||||
Statement of Stockholders' Equity (Deficit) | ||||||
Exercise of stock options | 218 | 218 | ||||
Exercise of stock options (in shares) | 12,573 | |||||
Vesting of restricted common stock awards (in shares) | 154,834 | |||||
Stock-based compensation expense | 11,431 | 11,431 | ||||
Unrealized gain (loss) on marketable debt securities | (2,016) | (2,016) | ||||
Net loss | (50,515) | (50,515) | ||||
Balance, end of period at Mar. 31, 2022 | $ 7 | 1,423,476 | (2,509) | (908,214) | 512,760 | |
Balance, end of period (in shares) at Mar. 31, 2022 | 68,602,664 | |||||
Balance, beginning of period at Dec. 31, 2021 | $ 7 | 1,411,827 | (493) | (857,699) | 553,642 | |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 68,435,257 | |||||
Statement of Stockholders' Equity (Deficit) | ||||||
Net loss | (103,968) | |||||
Balance, end of period at Jun. 30, 2022 | $ 7 | 1,430,461 | (3,387) | (961,667) | 465,414 | |
Balance, end of period (in shares) at Jun. 30, 2022 | 68,718,434 | |||||
Balance, beginning of period at Mar. 31, 2022 | $ 7 | 1,423,476 | (2,509) | (908,214) | 512,760 | |
Balance, beginning of period (in shares) at Mar. 31, 2022 | 68,602,664 | |||||
Statement of Stockholders' Equity (Deficit) | ||||||
Exercise of stock options (in shares) | 20 | |||||
Vesting of restricted common stock awards (in shares) | 77,884 | |||||
Issuance of common stock under employee stock purchase plan | 367 | 367 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 37,866 | |||||
Stock-based compensation expense | 6,618 | 6,618 | ||||
Unrealized gain (loss) on marketable debt securities | (878) | (878) | ||||
Net loss | (53,453) | (53,453) | ||||
Balance, end of period at Jun. 30, 2022 | $ 7 | 1,430,461 | (3,387) | (961,667) | 465,414 | |
Balance, end of period (in shares) at Jun. 30, 2022 | 68,718,434 | |||||
Balance, beginning of period at Dec. 31, 2022 | $ 7 | 1,442,405 | (3,601) | (1,078,131) | 360,680 | |
Balance, beginning of period (in shares) at Dec. 31, 2022 | 68,847,382 | |||||
Statement of Stockholders' Equity (Deficit) | ||||||
Vesting of restricted common stock awards (in shares) | 146,209 | |||||
Stock-based compensation expense | 4,507 | 4,507 | ||||
Unrealized gain (loss) on marketable debt securities | 1,322 | 1,322 | ||||
Net loss | (49,036) | (49,036) | ||||
Balance, end of period at Mar. 31, 2023 | $ 7 | 1,446,912 | (2,279) | (1,127,167) | 317,473 | |
Balance, end of period (in shares) at Mar. 31, 2023 | 68,993,591 | |||||
Balance, beginning of period at Dec. 31, 2022 | $ 7 | 1,442,405 | (3,601) | (1,078,131) | 360,680 | |
Balance, beginning of period (in shares) at Dec. 31, 2022 | 68,847,382 | |||||
Statement of Stockholders' Equity (Deficit) | ||||||
Issuance of common stock from public offering, net commissions, underwriting discounts and offering costs (in shares) | 0 | |||||
Net loss | (89,326) | |||||
Balance, end of period at Jun. 30, 2023 | $ 8 | 1,569,651 | (2,285) | (1,167,457) | 399,917 | |
Balance, end of period (in shares) at Jun. 30, 2023 | 81,616,909 | |||||
Balance, beginning of period at Mar. 31, 2023 | $ 7 | 1,446,912 | (2,279) | (1,127,167) | 317,473 | |
Balance, beginning of period (in shares) at Mar. 31, 2023 | 68,993,591 | |||||
Statement of Stockholders' Equity (Deficit) | ||||||
Issuance of common stock from public offering, net commissions, underwriting discounts and offering costs | $ 1 | 117,078 | 117,079 | |||
Issuance of common stock from public offering, net commissions, underwriting discounts and offering costs (in shares) | 12,500,000 | |||||
Exercise of stock options | 11 | 11 | ||||
Exercise of stock options (in shares) | 3,122 | |||||
Vesting of restricted common stock awards (in shares) | 64,492 | |||||
Issuance of common stock under employee stock purchase plan | 435 | 435 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 55,704 | |||||
Stock-based compensation expense | 5,215 | 5,215 | ||||
Unrealized gain (loss) on marketable debt securities | (6) | (6) | ||||
Net loss | (40,290) | (40,290) | ||||
Balance, end of period at Jun. 30, 2023 | $ 8 | $ 1,569,651 | $ (2,285) | $ (1,167,457) | $ 399,917 | |
Balance, end of period (in shares) at Jun. 30, 2023 | 81,616,909 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flow from operating activities | ||
Net loss | $ (89,326) | $ (103,968) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 9,722 | 18,049 |
Depreciation | 3,084 | 3,156 |
Loss on disposal of fixed assets | 1,583 | |
Other non-cash items, net | (1,473) | 57 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,859 | (446) |
Prepaid expenses and other current assets | 611 | (908) |
Right-of-use assets | 8,837 | 5,507 |
Other non-current assets | (719) | |
Accounts payable | (1,256) | 1,252 |
Accrued expenses | (2,360) | 402 |
Deferred revenue | (3,333) | |
Operating lease liabilities | (6,760) | (6,121) |
Net cash used in operating activities | (74,479) | (87,072) |
Cash flow from investing activities | ||
Purchases of property and equipment | (3,173) | (2,880) |
Proceeds from the sale of equipment | 18 | |
Purchases of marketable securities | (68,183) | (183,519) |
Proceeds from maturities of marketable securities | 107,605 | 238,750 |
Net cash provided by investing activities | 36,249 | 52,369 |
Cash flow from financing activities | ||
Proceeds from offering of common stock, net of issuance costs | 117,079 | |
Proceeds from exercise of stock options | 11 | 218 |
Proceeds from issuance of common stock under employee stock purchase plan | 435 | 367 |
Net cash provided by financing activities | 117,525 | 585 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 79,295 | (34,118) |
Cash, cash equivalents, and restricted cash, beginning of period | 145,399 | 207,396 |
Cash, cash equivalents, and restricted cash, end of period | 224,694 | 173,278 |
Supplemental disclosure of cash and non-cash activities: | ||
Fixed asset additions included in accounts payable and accrued expenses | 212 | 127 |
Cash paid in connection with operating lease liabilities | 5,738 | $ 7,089 |
Offering costs included in accounts payable and accrued expenses | 230 | |
Right-of-use assets obtained in exchange of operating lease obligations | $ 1,069 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Editas Medicine, Inc. (the “Company”) is a clinical stage genome editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases. The Company was incorporated in the state of Delaware in September 2013. Its principal offices are in Cambridge, Massachusetts. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital. The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“BMS”), and payments received under a strategic alliance and option agreement with Allergan Pharmaceuticals International Limited, which was terminated in August 2020. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products. Liquidity In June 2023, the Company completed a public offering in which it sold 12,500,000 shares of its common stock and received net proceeds of approximately $117.1 million after deducting underwriting discounts and commissions and other offering costs. The Company has incurred annual net operating losses in every year since its inception. The Company expects that its existing cash, cash equivalents and marketable securities at June 30, 2023 will enable it to fund its operating expenses and capital expenditure requirements into the third quarter of 2025. The Company had an accumulated deficit of $1.2 billion at June 30, 2023, and will require substantial additional capital to fund its operations. The Company has never generated any product revenue. There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Editas Securities Corporation and Editas Medicine, LLC. All intercompany transactions and balances of the subsidiaries have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2023 and 2022 are referred to as the second quarter of 2023 and 2022, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 6 Months Ended |
Jun. 30, 2023 | |
Cash Equivalents and Marketable Securities | |
Cash Equivalents and Marketable Securities | 3. Cash Equivalents and Marketable Securities Cash equivalents and marketable securities consisted of the following at June 30, 2023 (in thousands): Allowance Gross Gross Amortized for Credit Unrealized Unrealized Fair June 30, 2023 Cost Losses Gains Losses Value Cash equivalents and marketable securities: Money market funds $ 220,817 $ — $ — $ — $ 220,817 Government agency securities 182,221 — — (1,829) 180,392 Corporate notes/bonds 49,454 — — (413) 49,041 Commercial paper 22,402 — — (32) 22,370 U.S. Treasuries 7,424 — — (11) 7,413 Total $ 482,318 $ — $ — $ (2,285) $ 480,033 Cash equivalents and marketable securities consisted of the following at December 31, 2022 (in thousands): Allowance Gross Gross Amortized for Credit Unrealized Unrealized Fair December 31, 2022 Cost Losses Gains Losses Value Cash equivalents and marketable securities: Government agency securities $ 161,902 $ — $ 11 $ (2,556) $ 159,357 Money market funds 141,522 — — — 141,522 Corporate notes/bonds 57,575 — 2 (694) 56,883 U.S. Treasuries 50,019 — 3 (229) 49,793 Commercial paper 29,954 — 3 (141) 29,816 Total $ 440,972 $ — $ 19 $ (3,620) $ 437,371 As of June 30, 2023, the Company did not hold any marketable securities that had been in an unrealized loss position for more than twelve months. Furthermore, the Company has determined that there were no material changes in the credit risk of the debt securities. As of June 30, 2023, the Company holds 30 securities with an aggregate fair value of $48.1 million that had remaining maturities greater than one year. There were no realized gains or losses on available-for-sale securities during the six months ended June 30, 2023 or 2022. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements Assets measured at fair value on a recurring basis as of June 30, 2023 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs Financial Assets 2023 (Level 1) (Level 2) (Level 3) Cash equivalents: Money market funds $ 220,817 $ 220,817 $ — $ — Marketable securities: Government agency securities 180,392 — 180,392 — Corporate notes/bonds 49,041 — 49,041 — Commercial paper 22,370 — 22,370 — U.S. Treasuries 7,413 7,413 — — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — Total financial assets $ 483,910 $ 232,107 $ 251,803 $ — Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs Financial Assets 2022 (Level 1) (Level 2) (Level 3) Cash equivalents: Money market funds $ 141,522 $ 141,522 $ — $ — Marketable securities: Government agency securities 159,357 — 159,357 — Corporate bonds 56,883 — 56,883 — U.S. Treasuries 49,793 49,793 — — Commercial paper 29,816 — 29,816 — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — Total financial assets $ 441,248 $ 195,192 $ 246,056 $ — |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses As of June 30, December 31, 2023 2022 External research and development expenses $ 17,976 $ 16,452 Employee related expenses 6,412 10,140 Intellectual property and patent related fees 1,527 1,809 Professional service expenses 1,903 1,260 Other expenses 78 1,635 Total accrued expenses $ 27,896 $ 31,296 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of June 30, December 31, 2023 2022 Laboratory equipment $ 24,683 $ 24,407 Leasehold improvements 9,648 9,761 Computer equipment 875 875 Construction-in-progress 653 1,573 Furniture and office equipment 264 264 Software 215 215 Total property and equipment 36,338 37,095 Less: accumulated depreciation (23,492) (21,526) Property and equipment, net $ 12,846 $ 15,569 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies In the second quarter of 2023, we entered into a License and Service Agreement pursuant to which we will lease manufacturing space for our continued research and development activities. As of June 30, 2023, the lease has not commenced for accounting purposes and it is not expected to commence until the second quarter of 2024. The lease agreement provides for total remaining lease payments of $87.8 million over a 10-year lease term. Licensor Expense Reimbursement The Company is obligated to reimburse The Broad Institute, Inc. (“Broad”) and the President and Fellows of Harvard College (“Harvard”) for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the license agreement by and among the Company, Broad and Harvard, including the interference and opposition proceedings involving patents licensed to the Company under the license agreement, and other license agreements between the Company and Broad. As such, the Company anticipates that it has a substantial commitment in connection with these proceedings until such time as these proceedings have been resolved, but the amount of such commitment is not determinable. The Company incurred an aggregate of $1.6 million and $4.6 million in expense during the three and six months ended June 30, 2023, respectively, for such reimbursement. The Company incurred an aggregate of $1.8 million and $3.9 million in expense during the three and six months ended June 30, 2022, respectively, for such reimbursement. |
Collaboration and Profit-Sharin
Collaboration and Profit-Sharing Agreements | 6 Months Ended |
Jun. 30, 2023 | |
Collaboration and Profit-Sharing Agreements | |
Collaboration and Profit-Sharing Agreements | 8 Collaboration and Profit-Sharing Agreements The Company has entered into multiple collaborations, out-licenses and strategic alliances with third parties that typically involve payments to or from the Company, including up-front payments, payments for research and development services, option payments, milestone payments and royalty payments to or from the Company. The terms and conditions as well as the accounting analysis for the Company’s significant collaborations, out-licenses and strategic alliances are described in Note 9, “Collaboration and Profit-Sharing Agreements” to the consolidated financial statements included in the Annual Report. There have been no material changes to the terms and conditions, or the accounting conclusions, previously disclosed in the Annual Report. Collaboration Revenue As of June 30, 2023, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS. The following table presents changes in the Company’s accounts receivable and contract liabilities for the six months ended June 30, 2023 (in thousands): For the six months ended June 30, 2023 Balance at December 31, 2022 Additions Deductions Balance at June 30, 2023 Accounts receivable $ 5,145 $ 2,141 $ (5,000) $ 2,286 Contract liabilities: Deferred revenue $ 68,888 $ — $ — $ 68,888 During the three and six months ended June 30, 2023, the Company did not recognize any collaboration revenue that had been allocated to deferred revenue from BMS. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Stock-based Compensation | |
Stock-based Compensation | 9 Stock-based Compensation Total compensation cost recognized for all stock-based compensation awards in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Research and development $ 2,525 $ 3,064 $ 4,611 $ 6,758 General and administrative 2,690 3,554 5,111 11,291 Total stock-based compensation expense $ 5,215 $ 6,618 $ 9,722 $ 18,049 Restricted Stock Unit Awards The following is a summary of restricted stock unit awards activity for the six months ended June 30, 2023: Weighted Average Grant Date Fair Value Shares Per Share Unvested restricted stock unit awards as of December 31, 2022 1,499,070 $ 18.70 Issued 1,071,802 $ 8.79 Vested (210,701) $ 19.70 Forfeited (277,083) $ 20.98 Unvested restricted stock unit awards as of June 30, 2023 2,083,088 $ 13.20 As of June 30, 2023, total unrecognized compensation expense related to unvested restricted stock unit awards was $14.7 million, which the Company expects to recognize over a remaining weighted-average period of 2.67 years. Stock Options The following is a summary of stock option activity for the six months ended June 30, 2023: Weighted Average Remaining Aggregate Intrinsic Shares Exercise Price Contractual Life (years) Value Outstanding at December 31, 2022 5,276,148 $ 23.99 8.0 $ 401,529 Granted 1,730,319 $ 8.79 Exercised (3,122) $ 3.38 Cancelled (815,014) $ 29.66 Outstanding at June 30, 2023 6,188,331 $ 19.25 7.7 $ 466,217 Exercisable at June 30, 2023 2,550,662 $ 26.55 5.8 $ 321,139 As of June 30, 2023, total unrecognized compensation expense related to stock options was $31.5 million, which the Company expects to recognize over a remaining weighted-average period of 2.85 years. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss per Share | |
Net Loss per Share | 10. Net Loss per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods. Contingently issuable shares are included in the calculation of basic loss per share as of the beginning of the period in which all the necessary conditions have been satisfied. Contingently issuable shares are included in diluted loss per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive. For purposes of the diluted net loss per share calculation, unvested restricted stock unit awards and outstanding stock options are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: For the three and six months ended June 30, 2023 2022 Unvested restricted stock unit awards 2,083,088 1,455,400 Outstanding stock options 6,188,331 5,025,062 Total 8,271,419 6,480,462 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash Equivalents and Marketable Securities | |
Schedule of cash equivalents and marketable securities | Cash equivalents and marketable securities consisted of the following at June 30, 2023 (in thousands): Allowance Gross Gross Amortized for Credit Unrealized Unrealized Fair June 30, 2023 Cost Losses Gains Losses Value Cash equivalents and marketable securities: Money market funds $ 220,817 $ — $ — $ — $ 220,817 Government agency securities 182,221 — — (1,829) 180,392 Corporate notes/bonds 49,454 — — (413) 49,041 Commercial paper 22,402 — — (32) 22,370 U.S. Treasuries 7,424 — — (11) 7,413 Total $ 482,318 $ — $ — $ (2,285) $ 480,033 Cash equivalents and marketable securities consisted of the following at December 31, 2022 (in thousands): Allowance Gross Gross Amortized for Credit Unrealized Unrealized Fair December 31, 2022 Cost Losses Gains Losses Value Cash equivalents and marketable securities: Government agency securities $ 161,902 $ — $ 11 $ (2,556) $ 159,357 Money market funds 141,522 — — — 141,522 Corporate notes/bonds 57,575 — 2 (694) 56,883 U.S. Treasuries 50,019 — 3 (229) 49,793 Commercial paper 29,954 — 3 (141) 29,816 Total $ 440,972 $ — $ 19 $ (3,620) $ 437,371 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of assets measured at fair value on a recurring basis | Assets measured at fair value on a recurring basis as of June 30, 2023 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs Financial Assets 2023 (Level 1) (Level 2) (Level 3) Cash equivalents: Money market funds $ 220,817 $ 220,817 $ — $ — Marketable securities: Government agency securities 180,392 — 180,392 — Corporate notes/bonds 49,041 — 49,041 — Commercial paper 22,370 — 22,370 — U.S. Treasuries 7,413 7,413 — — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — Total financial assets $ 483,910 $ 232,107 $ 251,803 $ — Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs Financial Assets 2022 (Level 1) (Level 2) (Level 3) Cash equivalents: Money market funds $ 141,522 $ 141,522 $ — $ — Marketable securities: Government agency securities 159,357 — 159,357 — Corporate bonds 56,883 — 56,883 — U.S. Treasuries 49,793 49,793 — — Commercial paper 29,816 — 29,816 — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — Total financial assets $ 441,248 $ 195,192 $ 246,056 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses | |
Schedule of accrued expenses | As of June 30, December 31, 2023 2022 External research and development expenses $ 17,976 $ 16,452 Employee related expenses 6,412 10,140 Intellectual property and patent related fees 1,527 1,809 Professional service expenses 1,903 1,260 Other expenses 78 1,635 Total accrued expenses $ 27,896 $ 31,296 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): As of June 30, December 31, 2023 2022 Laboratory equipment $ 24,683 $ 24,407 Leasehold improvements 9,648 9,761 Computer equipment 875 875 Construction-in-progress 653 1,573 Furniture and office equipment 264 264 Software 215 215 Total property and equipment 36,338 37,095 Less: accumulated depreciation (23,492) (21,526) Property and equipment, net $ 12,846 $ 15,569 |
Collaboration and Profit-Shar_2
Collaboration and Profit-Sharing Agreements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Collaboration and Profit-Sharing Agreements | |
Schedule of accounts receivable and contract liabilities | The following table presents changes in the Company’s accounts receivable and contract liabilities for the six months ended June 30, 2023 (in thousands): For the six months ended June 30, 2023 Balance at December 31, 2022 Additions Deductions Balance at June 30, 2023 Accounts receivable $ 5,145 $ 2,141 $ (5,000) $ 2,286 Contract liabilities: Deferred revenue $ 68,888 $ — $ — $ 68,888 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stock-based Compensation | |
Schedule of stock-based compensation expense | Total compensation cost recognized for all stock-based compensation awards in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Research and development $ 2,525 $ 3,064 $ 4,611 $ 6,758 General and administrative 2,690 3,554 5,111 11,291 Total stock-based compensation expense $ 5,215 $ 6,618 $ 9,722 $ 18,049 |
Schedule of changes in unvested restricted stock | The following is a summary of restricted stock unit awards activity for the six months ended June 30, 2023: Weighted Average Grant Date Fair Value Shares Per Share Unvested restricted stock unit awards as of December 31, 2022 1,499,070 $ 18.70 Issued 1,071,802 $ 8.79 Vested (210,701) $ 19.70 Forfeited (277,083) $ 20.98 Unvested restricted stock unit awards as of June 30, 2023 2,083,088 $ 13.20 |
Schedule of stock option activity | The following is a summary of stock option activity for the six months ended June 30, 2023: Weighted Average Remaining Aggregate Intrinsic Shares Exercise Price Contractual Life (years) Value Outstanding at December 31, 2022 5,276,148 $ 23.99 8.0 $ 401,529 Granted 1,730,319 $ 8.79 Exercised (3,122) $ 3.38 Cancelled (815,014) $ 29.66 Outstanding at June 30, 2023 6,188,331 $ 19.25 7.7 $ 466,217 Exercisable at June 30, 2023 2,550,662 $ 26.55 5.8 $ 321,139 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss per Share | |
Schedule of anti-dilutive common stock equivalents | The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: For the three and six months ended June 30, 2023 2022 Unvested restricted stock unit awards 2,083,088 1,455,400 Outstanding stock options 6,188,331 5,025,062 Total 8,271,419 6,480,462 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | May 31, 2021 | |
Liquidity | ||||
Net proceeds from issuance of shares | $ 117,079 | |||
Accumulated deficit | $ 1,167,457 | $ 1,167,457 | $ 1,078,131 | |
June 2023 Offering | ||||
Liquidity | ||||
Number of common stock issued | 12,500,000 | |||
Net proceeds from issuance of shares | $ 117,100 | |||
At The Market Offering | ||||
Liquidity | ||||
Number of common stock issued | 0 | |||
Sales agreement amount of aggregate sale proceeds of common stock agreed to be issued | $ 300,000 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 USD ($) security | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Cash Equivalents and Marketable Securities | |||
Amortized Cost | $ 482,318 | $ 440,972 | |
Gross Unrealized Gains | 19 | ||
Gross Unrealized Losses | (2,285) | (3,620) | |
Fair Value | $ 480,033 | 437,371 | |
Number of securities in an unrealized loss position for more than 12 months | security | 0 | ||
Number of noncurrent securities | security | 30 | ||
Noncurrent marketable securities | $ 48,065 | 93,097 | |
Realized gains (losses) on available-for-sale securities | 0 | $ 0 | |
Money market funds | |||
Cash Equivalents and Marketable Securities | |||
Amortized Cost | 220,817 | 141,522 | |
Fair Value | 220,817 | 141,522 | |
Government agency securities. | |||
Cash Equivalents and Marketable Securities | |||
Amortized Cost | 182,221 | 161,902 | |
Gross Unrealized Gains | 11 | ||
Gross Unrealized Losses | (1,829) | (2,556) | |
Fair Value | 180,392 | 159,357 | |
Corporate notes/bonds | |||
Cash Equivalents and Marketable Securities | |||
Amortized Cost | 49,454 | 57,575 | |
Gross Unrealized Gains | 2 | ||
Gross Unrealized Losses | (413) | (694) | |
Fair Value | 49,041 | 56,883 | |
Commercial paper | |||
Cash Equivalents and Marketable Securities | |||
Amortized Cost | 22,402 | 29,954 | |
Gross Unrealized Gains | 3 | ||
Gross Unrealized Losses | (32) | (141) | |
Fair Value | 22,370 | 29,816 | |
U.S. Treasuries | |||
Cash Equivalents and Marketable Securities | |||
Amortized Cost | 7,424 | 50,019 | |
Gross Unrealized Gains | 3 | ||
Gross Unrealized Losses | (11) | (229) | |
Fair Value | $ 7,413 | $ 49,793 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Financial Assets | ||
Marketable securities | $ 480,033 | $ 437,371 |
Corporate notes/bonds | ||
Financial Assets | ||
Marketable securities | 49,041 | 56,883 |
Commercial paper | ||
Financial Assets | ||
Marketable securities | 22,370 | 29,816 |
U.S. Treasuries | ||
Financial Assets | ||
Marketable securities | 7,413 | 49,793 |
Recurring | ||
Financial Assets | ||
Total financial assets | 483,910 | 441,248 |
Recurring | Government agency securities | ||
Financial Assets | ||
Marketable securities | 180,392 | 159,357 |
Recurring | Corporate notes/bonds | ||
Financial Assets | ||
Marketable securities | 49,041 | 56,883 |
Recurring | Commercial paper | ||
Financial Assets | ||
Marketable securities | 22,370 | 29,816 |
Recurring | U.S. Treasuries | ||
Financial Assets | ||
Marketable securities | 7,413 | 49,793 |
Recurring | Money market funds | ||
Financial Assets | ||
Cash and cash equivalents | 220,817 | 141,522 |
Restricted cash | $ 3,877 | $ 3,877 |
Restricted Cash and Cash Equivalents, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Recurring | Level 1 | ||
Financial Assets | ||
Total financial assets | $ 232,107 | $ 195,192 |
Recurring | Level 1 | U.S. Treasuries | ||
Financial Assets | ||
Marketable securities | 7,413 | 49,793 |
Recurring | Level 1 | Money market funds | ||
Financial Assets | ||
Cash and cash equivalents | 220,817 | 141,522 |
Restricted cash | $ 3,877 | $ 3,877 |
Restricted Cash and Cash Equivalents, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Recurring | Level 2 | ||
Financial Assets | ||
Total financial assets | $ 251,803 | $ 246,056 |
Recurring | Level 2 | Government agency securities | ||
Financial Assets | ||
Marketable securities | 180,392 | 159,357 |
Recurring | Level 2 | Corporate notes/bonds | ||
Financial Assets | ||
Marketable securities | 49,041 | 56,883 |
Recurring | Level 2 | Commercial paper | ||
Financial Assets | ||
Marketable securities | $ 22,370 | $ 29,816 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
External research and development expenses | $ 17,976 | $ 16,452 |
Employee related expenses | 6,412 | 10,140 |
Intellectual property and patent related fees | 1,527 | 1,809 |
Professional service expenses | 1,903 | 1,260 |
Other expenses | 78 | 1,635 |
Total accrued expenses | $ 27,896 | $ 31,296 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property and equipment, net | ||
Total property and equipment | $ 36,338 | $ 37,095 |
Less: accumulated depreciation | (23,492) | (21,526) |
Property and equipment, net | 12,846 | 15,569 |
Laboratory equipment | ||
Property and equipment, net | ||
Total property and equipment | 24,683 | 24,407 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment | 9,648 | 9,761 |
Computer equipment | ||
Property and equipment, net | ||
Total property and equipment | 875 | 875 |
Construction-in-progress | ||
Property and equipment, net | ||
Total property and equipment | 653 | 1,573 |
Furniture and office equipment | ||
Property and equipment, net | ||
Total property and equipment | 264 | 264 |
Software | ||
Property and equipment, net | ||
Total property and equipment | $ 215 | $ 215 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Agreement (Details) - License and Service Agreement $ in Millions | Jun. 30, 2023 USD ($) |
Leases | |
Remaining lease payments | $ 87.8 |
Lease term | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Licensor Expense Reimbursements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Licensor Expense Reimbursements | ||||
Commitments and contingencies | ||||
Expense for prosecution and maintenance of patent rights | $ 1.6 | $ 1.8 | $ 4.6 | $ 3.9 |
Collaboration and Profit-Shar_3
Collaboration and Profit-Sharing Agreements - Revenue Recognition (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Accounts receivable | |
Accounts receivable, Balance at Beginning of Period | $ 5,145 |
Accounts Receivable, Additions | 2,141 |
Accounts Receivable, Deductions | (5,000) |
Accounts receivable, Balance at End of Period | 2,286 |
Contract liabilities: | |
Deferred Revenue, Balance at Beginning of Period | 68,888 |
Deferred Revenue, Balance at End of Period | $ 68,888 |
Stock-based Compensation - Expe
Stock-based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation disclosures | ||||
Compensation expense | $ 5,215 | $ 6,618 | $ 9,722 | $ 18,049 |
Research and development | ||||
Stock-based compensation disclosures | ||||
Compensation expense | 2,525 | 3,064 | 4,611 | 6,758 |
General and administrative | ||||
Stock-based compensation disclosures | ||||
Compensation expense | $ 2,690 | $ 3,554 | $ 5,111 | $ 11,291 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock and Stock Options (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Restricted Stock Units (RSUs) | ||
Changes in unvested restricted stock | ||
Unvested restricted shares, beginning of period (in shares) | 1,499,070 | |
Issued (in shares) | 1,071,802 | |
Vested (in shares) | (210,701) | |
Forfeited (in shares) | (277,083) | |
Unvested restricted shares, end of period(in shares) | 2,083,088 | 1,499,070 |
Weighted Average Grant Date Fair Value | ||
Balance, beginning of period | $ / shares | $ 18.70 | |
Issued (in dollars per share) | $ / shares | 8.79 | |
Vested (in dollars per share) | $ / shares | 19.70 | |
Forfeited (in dollars per share) | $ / shares | 20.98 | |
Balance, ending of period | $ / shares | $ 13.20 | $ 18.70 |
Unrecognized stock-based compensation expense | $ | $ 14,700 | |
Period for recognition | 2 years 8 months 1 day | |
Performance based awards | Employees | ||
Changes in unvested restricted stock | ||
Issued (in shares) | 331,000 | |
Employee Stock Option [Member] | ||
Weighted Average Grant Date Fair Value | ||
Unrecognized stock-based compensation expense | $ | $ 31,500 | |
Period for recognition | 2 years 10 months 6 days | |
Changes in unvested stock options | ||
Outstanding, beginning of period (in shares) | 5,276,148 | |
Granted (in shares) | 1,730,319 | |
Exercised (in shares) | (3,122) | |
Cancelled (in shares) | (815,014) | |
Outstanding, end of period (in shares) | 6,188,331 | 5,276,148 |
Exercisable (in shares) | 2,550,662 | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 23.99 | |
Granted (in dollars per share) | $ / shares | 8.79 | |
Exercised (in dollars per share) | $ / shares | 3.38 | |
Cancelled (in dollars per share) | $ / shares | 29.66 | |
Outstanding, end of period (in dollars per share) | $ / shares | 19.25 | $ 23.99 |
Exercisable (in dollar per share) | $ / shares | $ 26.55 | |
Remaining contractual life | 7 years 8 months 12 days | 8 years |
Exercisable, remaining contractual life | 5 years 9 months 18 days | |
Aggregate intrinsic value | $ | $ 466,217 | $ 401,529 |
Exercisable, aggregated intrinsic value | $ | $ 321,139 |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 8,271,419 | 6,480,462 | 8,271,419 | 6,480,462 |
Restricted Stock Units (RSUs) | ||||
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 2,083,088 | 1,455,400 | 2,083,088 | 1,455,400 |
Employee Stock Option [Member] | ||||
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 6,188,331 | 5,025,062 | 6,188,331 | 5,025,062 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (40,290) | $ (49,036) | $ (53,453) | $ (50,515) | $ (89,326) | $ (103,968) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Erick Lucera [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During the quarterly period covered by this report, Erick Lucera, our Chief Financial Officer, entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act). This sell-to-cover arrangement, which was adopted on May 12, 2023, applies to restricted stock units (“RSUs”), whether vesting is based on the passage of time and/or the achievement of performance goals, granted on his start date, May 17, 2023, and any RSUs that may be granted from time to time thereafter (other than those which by their terms require us to withhold shares for tax withholding obligations in connection with vesting and settlement). This arrangement provides for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation. The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement. |
Name | Erick Lucera |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 17, 2023 |