tsvt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission file number 001-40791

2seventy bio, Inc.

(Exact name of registrant as specified in its charter)


Delaware						86-3658454
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
60 Binney Street Cambridge, MA						02142
(Address of principal executive offices)						(Zip Code)

(617) 675-7270

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TSVT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


			Large accelerated filer ☐			Accelerated filer ☒
			Non-accelerated filer ☐			Smaller reporting company ☒
						Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 53,229,791 shares of common stock as of May 5, 2025.

TABLE OF CONTENTS


		Page
Part I- Financial Information
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss ) for the Three Months Ended March 31, 2025 and March 31, 2024	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and March 31, 2024	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and March 31, 2024	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
	Part II. Other Information
Item 1	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibit Index	42
	Signatures	42

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and other materials we have filed or will file with the SEC include, or will include, forward-looking statements. All statements in this Quarterly Report on Form 10-Q, in other materials we have filed or will file with the SEC and in related comments by our management, other than statements of historical facts, including statements about future events, future financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations, are forward-looking statements that involve certain risks and uncertainties. Use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “affects,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions may identify forward-looking statements that represent our current judgment about possible future events, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

•the Agreement and Plan of Merger we entered into on March 10, 2025 with Bristol-Myers Squibb Company (“BMS”) and Daybreak Merger Sub Inc. (the “BMS Merger Agreement”), and the risks and uncertainties and potential impacts and timing relating thereto;

•our plans and the plans of BMS, for the continued commercialization of Abecma;

•our ability to finance our operations and business initiatives and obtain funding for such activities;

•the perceived therapeutic benefits of Abecma and the potential indications and market opportunities therefor;

•our plans with respect to the development, manufacture or sale of Abecma and the associated timing thereof, including the design and results of clinical studies;

•sourcing supplies for the materials used to manufacture Abecma;

•the safety profile and related adverse events of Abecma;

•our ability to compete with other companies that are or may be developing or selling products that are competitive with Abecma;

•U.S. and foreign regulatory requirements for Abecma, including any post-approval development and regulatory requirements, and the ability of Abecma to meet such requirements;

•our ability to attract and retain key employees needed to execute our business plans and strategies and our expectations regarding our ability to manage the impact of any loss of key employees;

•our ability to obtain and maintain intellectual property protection for Abecma and the strength thereof;

•the anticipated benefits of the sale of our oncology and autoimmune research and development programs (including our bbT369 program in b-NHL, SC-DARIC33 in AML, MUC16 in ovarian cancer, MAGE A4, autoimmune, and several unnamed targets), clinical manufacturing capabilities, and related platform technologies to Regeneron Pharmaceuticals, Inc. (“Regeneron”) which we refer to as the “Regeneron

Transaction” and the sale of our megaTAL and hemophilia A programs to Novo Nordisk A/S (“Novo”), which we refer to as the “Novo Transaction”;

•our future financial performance, including estimates of our future revenues, expenses, cash flows, profitability, tax obligations, capital requirements and our needs for additional financing, liquidity sources, real estate needs and concentration of voting control, as well as the timing and drivers thereof, and internal control over financial reporting;

•the status of government regulation in the life sciences industry, particularly with respect to healthcare reform;

•potential indemnification liabilities we may owe to bluebird bio, Inc. (“bluebird bio”) after the separation;

•the impact of trade restrictions such as sanctions, tariffs, reciprocal and retaliatory tariffs, and other tariff-related measures; regulatory requirement, legal actions , or enforcement; and inflation rates on our business, financial condition and results of operation;

•the fluctuation of the market price of our shares; and

•trends and challenges in our current and potential markets.

See “Risk Factors” for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Quarterly Report on Form 10-Q. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date thereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

2seventy bio, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except par value amounts)


	As of March 31, 2025		As of December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	92,356	$	71,244
Marketable securities	78,019		103,510
Prepaid expenses	4,279		4,721
Receivables and other current assets	23,928		7,781
Total current assets	198,582		187,256
Property, plant and equipment, net	32,299		33,759
Marketable securities	2,987		8,867
Intangible assets, net	5,708		5,885
Operating lease right-of-use assets	199,825		204,391
Restricted investments and other non-current assets	40,604		39,352
Total assets	$	480,005	$	479,510
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,176	$	1,055
Accrued expenses and other current liabilities	19,460		22,672
Operating lease liability, current portion	16,761		16,365
Total current liabilities	41,397		40,092
Operating lease liability, net of current portion	223,002		227,352
Other non-current liabilities	1,645		1,260
Total liabilities	266,044		268,704
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value; 200,000 shares authorized, 52,465 and 51,589 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	5		5
Additional paid-in capital	781,884		779,176
Accumulated other comprehensive income	54		89
Accumulated deficit	(567,982)		(568,464)
Total stockholders’ equity	213,961		210,806
Total liabilities and stockholders’ equity	$	480,005	$	479,510

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(unaudited)

(in thousands, except per share data)


	For the three months ended March 31,
	2025		2024
Revenue:
Service revenue	$	3,773	$	7,721
Collaborative arrangement revenue	19,144		4,714
Royalty and other revenue	21		—
Total revenues	22,938		12,435
Operating expenses:
Research and development	5,399		43,931
Cost of manufacturing for commercial collaboration	5,153		3,269
Selling, general and administrative	14,849		12,659
Share of collaboration loss	—		1,230
Restructuring expenses	57		4,230
Change in fair value of contingent consideration	—		(1,730)
Total operating expenses	25,458		63,589
Loss from operations	(2,520)		(51,154)
Interest income, net	2,321		2,861
Other income, net	681		646
Loss on assets held for sale to Regeneron	—		(5,026)
Income (loss) before income taxes	482		(52,673)
Income tax (expense) benefit	—		—
Net income (loss)	$	482	$	(52,673)
Net income (loss) per share - basic	$	0.01	$	(1.01)
Net income (loss) per share - diluted	$	0.01	$	(1.01)
Weighted-average number of common shares used in computing net income (loss) per share - basic	53,055		52,071
Weighted-average number of common shares used in computing net income (loss) per share - diluted	53,433		52,071
Other comprehensive loss:
Other comprehensive loss, net of tax benefit (expense) of $0.0 million and $0.0 million for the three months ended March 31, 2025 and 2024, respectively.	$	(35)	$	(132)
Total other comprehensive loss	$	(35)	$	(132)
Comprehensive income (loss)	$	447	$	(52,805)

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(in thousands)


	Common stock			Additional paid-in capital		Accumulated other comprehensive income		Accumulated deficit		Total stockholders’ equity
	Shares	Amount
Balances at December 31, 2024	51,589	$	5	$	779,176	$	89	$	(568,464)	$	210,806
Vesting of restricted stock units	754	—		—		—		—		—
Exercise of stock options	112	—		443		—		—		443
Stock-based compensation	—	—		2,227		—		—		2,227
Purchases of shares under ESPP	10	—		38		—		—		38
Other comprehensive loss	—	—		—		(35)		—		(35)
Net income	—	—		—		—		482		482
Balances at March 31, 2025	52,465	$	5	$	781,884	$	54	$	(567,982)	$	213,961


	Common stock			Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit		Total stockholders’ equity
	Shares	Amount
Balances at December 31, 2023	50,632	$	5	$	766,716	$	(204)	$	(511,217)	$	255,300
Vesting of restricted stock units	695	—		—		—		—		—
Exercise of stock options	—	—		—		—		—		—
Stock-based compensation	—	—		4,684		—		—		4,684
Purchases of shares under ESPP	77	—		260		—		—		260
Other comprehensive loss	—	—		—		(132)		—		(132)
Net loss	—	—		—		—		(52,673)		(52,673)
Balances at March 31, 2024	51,404	$	5	$	771,660	$	(336)	$	(563,890)	$	207,439

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


	For the three months ended March 31,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	482	$	(52,673)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of contingent consideration	—		(1,730)
Depreciation and amortization	1,638		2,107
Stock-based compensation expense	2,227		4,684
Loss on assets held for sale to Regeneron	—		5,026
Other non-cash items	(753)		(1,303)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(16,453)		1,520
Operating lease right-of-use assets	4,566		4,641
Accounts payable	4,119		3,254
Accrued expenses and other liabilities	(2,845)		(3,272)
Operating lease liabilities	(3,954)		(3,596)
Deferred revenue	—		(535)
Net cash used in operating activities	(10,973)		(41,877)
Cash flows from investing activities:
Purchases of property, plant and equipment	—		(612)
Proceeds from sale of equipment	—		176
Purchases of marketable securities	—		(16,565)
Proceeds from maturities of marketable securities	32,000		40,000
Purchases of restricted investments	(998)		(6,166)
Proceeds from maturities of restricted investments	8,625		5,000
Net cash provided by investing activities	39,627		21,833
Cash flows from financing activities:
Proceeds from exercise of stock options and ESPP contributions	500		386
Net cash provided by financing activities	500		386
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	29,154		(19,658)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period	72,865		76,683
Cash, cash equivalents and restricted cash and cash equivalents at end of period	$	102,019	$	57,025
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents
Cash and cash equivalents	$	92,356	$	56,792
Restricted cash and cash equivalents included in restricted investments and other non-current assets	9,663		233
Total cash, cash equivalents, and restricted cash and cash equivalents	$	102,019	$	57,025
Supplemental cash flow disclosures:
Purchases of property, plant and equipment included in accounts payable and accrued expenses	$	—	$	95

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of the business

2seventy bio, Inc. (the “Company” or “2seventy bio”) was incorporated in Delaware on April 26, 2021 and is a cell therapy company focused on the development and commercialization of transformative treatments for cancer. The Company, together with Bristol-Myers Squibb Company (“BMS”), is delivering the first U.S. Food and Drug Administration (“FDA”) approved CAR T therapy in multiple myeloma, Abecma, to patients in the United States. Please refer to Note 11, Collaborative arrangements and strategic partnerships, for further discussion of the collaboration with BMS.

2seventy bio Securities Corporation is a wholly-owned subsidiary of the Company and was granted securities corporation status in Massachusetts for the 2021 tax year. 2seventy bio Securities Corporation has no employees.

On January 29, 2024, the Company began undertaking a strategic realignment to focus on the development and commercialization of Abecma. In connection with the strategic realignment, the Company entered into an asset purchase agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), to sell to Regeneron substantially all of the assets related to its oncology and autoimmune cell therapy programs (the “Regeneron Transaction”). The Regeneron Transaction closed on April 1, 2024 and Regeneron assumed all of the ongoing programs, infrastructure and personnel costs related to these programs. In June 2024, the Company announced the completion of an asset purchase agreement with Novo Nordisk (“Novo”) as part of its strategic realignment. Under the terms of the Novo Transaction, Novo acquired the Company’s program for the research, development, manufacture, regulatory approval, and commercialization of gene therapy products exploiting the megaTAL Platform that is directed to the treatment, diagnosis and prevention of hemophilia.

On March 10, 2025, the Company entered into an Agreement and Plan of Merger (the “BMS Merger Agreement”), pursuant to which, and upon the terms and subject to the conditions thereof, a wholly-owned subsidiary of BMS commenced a tender offer to purchase all of our outstanding common stock at a price of $5.00 per share, less any applicable holding taxes and without interest, in an all-cash transaction for a total equity value of approximately $286 million. In the event the tender offer conditions are satisfied and the tender offer is closed, the parties will consummate a merger that will result in 2seventy bio being a wholly owned subsidiary of BMS. Upon completion of the merger, 2seventy bio will no longer be a publicly traded company, and the listing of its common stock on Nasdaq will have been terminated. Refer to Note 3, BMS Merger Agreement, for additional information.

Going concern

In accordance with Accounting Standards Codification 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. The Company has incurred normal operating losses and has experienced negative operating cash flows for all historical periods presented. During the three months ended March 31, 2025, the Company recognized net income of $0.5 million and used $11.0 million of cash in operations. The Company expects to continue to generate operating losses and negative operating cash flows for the near future.

As of March 31, 2025, the Company had cash, cash equivalents, and marketable securities of $173.4 million. Based on the Company’s current operating plans, including with respect to the ongoing commercialization of Abecma, the Company expects that its cash, cash equivalents, and marketable securities will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. The Company’s current operating plan is based on various assumptions. If the Company uses its capital resources sooner than expected, it would evaluate further reductions in its expense or obtaining additional financing. This may include pursuing a combination of public or private equity offerings, debt

financings, collaborations, strategic alliances or licensing arrangements with third parties. This may also include the potential sale of shares of the Company’s common stock of up to $150.0 million in gross proceeds under the at-the-market (“ATM”) facility established in November 2022 with Cowen and Company, LLC. No sales of common stock have occurred under this ATM as of the date of this Quarterly Report on Form 10-Q and the Company does not currently have any plans to sell shares under the ATM.

2. Summary of significant accounting policies and basis of presentation

Significant accounting policies

The significant accounting policies used in preparation of these condensed consolidated financial statements are consistent with those discussed in Note 2 to the consolidated financial statements for the year ended December 31, 2024 included in the Company’s 2024 annual report on Form 10-K.

Basis of presentation

The accompanying condensed consolidated financial statements reflect the historical results of the operations, financial position and cash flows of the Company and have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates of the Financial Accounting Standards Board.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and the results of its operations for the interim periods presented.

Use of estimates

The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the condensed consolidated financial statements.

Estimates and judgments are used in the following areas, among others: future undiscounted cash flows and subsequent fair value estimates used to assess potential and measure any impairment of long-lived assets, including intangible assets, the measurement of right-of-use assets and lease liabilities, sales forecasts and corresponding expiry dates utilized to determine our contingent liabilities for excess and obsolete inventory reserves as part of our collaboration with BMS, contingent consideration, stock-based compensation expense, accrued expenses, income taxes, and the assessment of the Company's ability to fund its operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. In addition, prior to the Regeneron Transaction, estimates and judgments are used in the Company’s accounting for its revenue-generating arrangements, in particular as it relates to determining the stand-alone selling price of performance obligations, evaluating whether an option to acquire additional goods and services represents a material right, estimating the total transaction price, including estimating variable consideration and the probability of achieving future potential development and regulatory milestones, assessing the period of performance over which revenue may be recognized, and accounting for modifications to revenue-generating arrangements.

New accounting pronouncements

To be adopted in future periods

ASU 2024-03, Income Statement: Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement: Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. For public business entities, the guidance is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of the guidance on its consolidated financial statements.

3. BMS Merger Agreement

On March 10, 2025, the Company, BMS, and Daybreak Merger Sub Inc., a wholly owned subsidiary of BMS (“Merger Sub”), entered into an Agreement and Plan of Merger (the “BMS Merger Agreement”). Pursuant to the BMS Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub commenced a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”), at a price per share of $5.00, without interest and subject to any withholding of taxes required by applicable law. The Offer will initially expire at one minute after 11:59 p.m. Eastern Time on the date that is 20 business days following the commencement of the Offer, subject to extension under certain circumstances.

Merger Sub’s obligation to accept for payment shares of Company Common Stock validly tendered pursuant to the Offer is subject to the satisfaction or waiver, to the extent permitted under applicable legal requirements, of certain conditions set forth in the BMS Merger Agreement, including that (i) there shall have been validly tendered and not validly withdrawn at or prior to the expiration of the Offer that number of shares of Company Common Stock that, considered together with all other shares of Company Common Stock beneficially owned by BMS and its controlled affiliates, represent one more than 50% of the total number of shares of Company Common Stock issued and outstanding at the time of expiration of the Offer; (ii) any consent, approval or clearance with respect to, or terminations or expiration of any applicable mandatory waiting period (and any extensions thereof) applicable to the Offer or the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), as amended, shall have been received or expired or been terminated; (iii) no order or injunction preventing the consummation of the Offer or the Merger (as defined below) shall have been issued by any governmental entity of competent jurisdiction, and there shall have been no law in effect enacted by a governmental entity of competent jurisdiction making consummation of the Offer or the Merger illegal; (iv) the representations and warranties of the Company contained in the BMS Merger Agreement shall be true and correct, subject to customary materiality thresholds and exceptions; (v) the Company shall have performed or complied in all material respects with its obligations or covenants contained in the BMS Merger Agreement; (vi) since the date of the BMS Merger Agreement there shall not have occurred a Company Material Adverse Effect (as defined in the BMS Merger Agreement); and (vii) other customary conditions. The waiting period applicable to the tender offer under the HSR Act expired at 11:59 p.m. Eastern Time on May 2, 2025.

Following the consummation of the Offer, upon the terms and subject to the conditions set forth in the BMS Merger Agreement, and in accordance with the DGCL, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of BMS (the “Merger”). The Merger will be governed by Section 251(h) of the DGCL, with no stockholder vote required in order to consummate the Merger. The closing of the transaction is expected to occur in the second quarter of 2025.

Pursuant to the BMS Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of any holder of shares of Company Common Stock, each share of Company Common Stock (other than shares of Company Common Stock (a) held in the treasury of the Company, (b) that as of immediately prior to the Effective Time were owned by BMS or Merger Sub or any of their direct or

indirect subsidiaries, (c) irrevocably accepted for payment in the Offer, or (d) with respect to which the holders thereof have properly exercised and perfected demands for appraisal in accordance with Section 262 of the DGCL) will be automatically cancelled and converted into the right to receive $5.00 in cash, without interest (the “Merger Consideration”).

In addition, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, (i) each option to purchase shares of Company Common Stock (a “Company Option”), whether vested or unvested, that is outstanding and unexercised and has a per share exercise price that is less than the Merger Consideration shall fully vest, be cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, subject to deduction for any required withholding for applicable taxes, an amount in cash from BMS or the surviving corporation equal to the excess of the Merger Consideration over the per share exercise price of such Company Option, (ii) each Company Option, whether vested or unvested, that is outstanding and unexercised and has a per share exercise price that is equal to or greater than the Merger Consideration shall be automatically cancelled for no consideration and (iii) each outstanding and unsettled restricted stock unit award with respect to shares of Company Common Stock (a “Company RSU”) that is outstanding, whether vested or unvested, shall fully vest, be cancelled and automatically converted into the right to receive, subject to deduction for any required withholding for applicable taxes, an amount in cash from BMS or the surviving corporation equal to the number of shares of Company Common Stock underlying such Company RSU multiplied by the Merger Consideration.

Further, the Merger Agreement provides that as of the Effective Time, each of the pre-funded warrants to purchase shares of Company Common Stock issued by the Company pursuant to that certain Assumption Agreement dated November 3, 2021, between the Company and bluebird bio, Inc. (a “Company Pre-Funded Warrant”) that is outstanding and unexercised shall, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a warrant exercisable for shares of Company Common Stock and shall receive an amount of cash equal to the product of (a) the aggregate number of shares of Company Common Stock underlying such Company Pre-Funded Warrant, after taking into account such Company Pre-Funded Warrant’s “cashless exercise” provisions, and (b) the Merger Consideration, without interest and subject to deduction for any required withholding for applicable taxes. On April 9, 2025, all of the outstanding pre-funded warrants to purchase shares of Company Common Stock were exercised by the holders thereof.

The BMS Merger Agreement includes customary representations, warranties and covenants of the Company, BMS and Merger Sub for a transaction of this nature, including covenants regarding the operation of the Company’s business prior to the Effective Time.

The Company has agreed to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to an unsolicited bona fide written Acquisition Proposal (as such term is defined in the BMS Merger Agreement) that the board of directors of the Company (the “Company Board”) has determined constitutes or would reasonably be expected to lead to a Superior Proposal (as such term is defined in the BMS Merger Agreement) and that the failure to take such action would be inconsistent with the Company Board’s fiduciary obligations to the Company’s stockholders under applicable law.

The BMS Merger Agreement also provides that, in connection with the termination of the BMS Merger Agreement under certain specified circumstances, including termination by the Company to accept and enter into an agreement with respect to a Superior Proposal, the Company will be required to pay BMS a termination fee in the amount of $10.0 million.

The foregoing description of the BMS Merger Agreement is only a summary of certain material provisions thereof, does not purport to be complete. The full text of the BMS Merger Agreement was filed as Exhibit 2.1 to the Company’s 2024 Annual Report on Form 10-K.

4. Asset purchase agreements

Regeneron Asset Purchase Agreement

In January 2024, the Company and Regeneron entered into an asset purchase agreement (the Regeneron Transaction). The assets consisted of property, plant and equipment and prepaid expenses. As consideration, Regeneron agreed to pay the Company an upfront payment of $5.0 million and contingent consideration based on regulatory approval and sales-based royalties. Regeneron assumed certain programs, infrastructure and personnel costs related to the programs purchased. In accordance with Topic 360, Property, Plant, and Equipment, the Company determined that as of the signing of the asset purchase agreement in January 2024, the criterion to classify the assets to be sold to Regeneron as assets held for sale was met. The $17.7 million of property, plant and equipment and prepaid expenses to be sold to Regeneron were classified as assets held for sale on the Company’s condensed consolidated balance sheets as of March 31, 2024.

As noted above, the Company received an upfront payment of $5.0 million upon closing of the Regeneron Transaction, which occurred on April 1, 2024. Moreover, the termination of the Regeneron Collaboration Agreement (as described in Note 11, Collaborative arrangements and strategic partnerships) was negotiated concurrently with the asset purchase agreement and as such, the Company derecognized $7.8 million of deferred revenue associated with the Regeneron Collaboration Agreement as part of the Regeneron Transaction. The cash received by the Company combined with the derecognition of the remaining deferred revenue totals $12.8 million and represents the approximate combined fair value of the assets sold to Regeneron under the asset purchase agreement. As such, in the first quarter of 2024, the Company recorded an impairment loss of $5.0 million, disclosed as the “loss on assets held for sale to Regeneron” on the condensed consolidated statements of operations and comprehensive income (loss). This represents the excess of the carrying value of the assets to be transferred to Regeneron at the time the held for sale criteria was met. This is presented as loss on assets held for sale on the condensed consolidated statements of operations and comprehensive income (loss). Upon the closing of the Regeneron Transaction on April 1, 2024 and the receipt of the $5.0 million upfront payment, the Company derecognized the assets held for sale and the deferred revenue discussed above from its condensed consolidated balance sheets.

In connection with the Regeneron Transaction, the Company entered into transition services agreements with Regeneron, under which the Company provides certain services to Regeneron to help facilitate an orderly transition of the business. In return for these services, Regeneron is required to pay certain agreed upon fees to reimburse the Company for costs incurred, without markup. As of March 31, 2025, $1.4 million of receivables associated with these transition services agreements are included within receivables and other current assets on the Company’s condensed consolidated balance sheets. Income for services provided by the Company to Regeneron is included within other income, net within the condensed consolidated statements of operations and comprehensive income (loss). Reimbursement for costs incurred, without markup, are netted against operating expenses on the condensed consolidated statements of operations and comprehensive income (loss).

Novo Asset Purchase Agreement

In June 2024, the Company announced the completion of the Novo Transaction. As consideration, Novo paid the Company upfront consideration of $38.0 million, plus up to an additional $2.0 million that will be held back by Novo for 12 months and may be used to settle certain indemnification claims.

No assets on the Company’s condensed consolidated balance sheet were transferred to Novo as part of the transaction. The termination of the Company’s existing Collaboration and License Agreement with Novo (as described in Note 11, Collaborative arrangements and strategic partnerships) was negotiated concurrently with the asset purchase agreement and as such, the Company derecognized $11.0 million of deferred revenue associated with the Company’s Novo Collaboration Agreement as part of the Novo Transaction.

In connection with the Novo Transaction, the Company entered into a transition service agreement with Novo under which the Company provided certain services to Novo to help facilitate an orderly transition of the business

following the sale. Consideration for these services was included in the initial purchase price and as such, $1.0 million, which represents the fair market value of the services performed, was deferred from the gain on the sale and was recognized over the six month term of the transition services agreement, which ended in December 2024.

The $38.0 million cash consideration received by the Company (less the $1.0 million received for transition services to be provided by the Company) combined with the derecognition of the deferred revenue totals $48.0 million and represents the gain on the sale of asset to Novo. This is disclosed as the “gain on sale to Novo Nordisk”, on the condensed consolidated statements of operations and comprehensive income (loss). As the Company has elected to use the loss recovery approach to account for contingent consideration receivable, the $2.0 million cash consideration held back by Novo will not be recognized until it is probable to be received.

5. Marketable securities

The following table summarizes the marketable securities held at March 31, 2025 and December 31, 2024 (in thousands):


	Cost or amortized cost		Unrealized gains		Unrealized losses		Fair Value
March 31, 2025
U.S. government agency securities and treasuries	$	58,025	$	50	$	(6)	$	58,069
Corporate bonds	2,005		—		(1)		2,004
Commercial paper	20,941		4		(12)		20,933
Total	$	80,971	$	54	$	(19)	$	81,006
December 31, 2024
U.S. government agency securities and treasuries	$	67,690	$	83	$	(9)	$	67,764
Corporate bonds	2,011		—		(1)		2,010
Commercial paper	42,607		24		(28)		42,603
Total	$	112,308	$	107	$	(38)	$	112,377

No available-for-sale debt securities held as of March 31, 2025 or December 31, 2024 had remaining maturities greater than five years.

The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than twelve months and twelve months or greater, and for which an allowance for credit losses has not been recorded at March 31, 2025 and December 31, 2024 (in thousands):


	Less than 12 months				12 months or greater				Total
	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
March 31, 2025
U.S. government agency securities and treasuries	$	6,931	$	(6)	$	—	$	—	$	6,931	$	(6)
Corporate bonds	2,004		(1)		—		—		2,004		(1)
Commercial paper	11,035		(12)		—		—		11,035		(12)
Total	$	19,970	$	(19)	$	—	$	—	$	19,970	$	(19)
December 31, 2024
U.S. government agency securities and treasuries	$	10,720	$	(9)	$	—	$	—	$	10,720	$	(9)
Corporate bonds	2,010		(1)		—		—		2,010		(1)
Commercial paper	12,825		(28)		—		—		12,825		(28)
Total	$	25,555	$	(38)	$	—	$	—	$	25,555	$	(38)

As discussed further in Note 8, Leases, to the consolidated financial statements included in the Company's 2024 Annual Report on Form 10-K, the Company maintains letters of credit related to its leases in Cambridge and Seattle. A portion of this collateral is classified as restricted investments and included within restricted investments and other non-current assets on the condensed consolidated balance sheets.

The following table summarizes restricted investments held at March 31, 2025 and December 31, 2024 (in thousands):


	Cost or amortized cost		Unrealized gains		Unrealized losses		Fair Value
March 31, 2025
U.S. government agency securities and treasuries	$	26,308	$	27	$	(6)	$	26,329
Total	$	26,308	$	27	$	(6)	$	26,329
December 31, 2024
U.S. government agency securities and treasuries	$	33,845	$	45	$	(25)	$	33,865
Total	$	33,845	$	45	$	(25)	$	33,865

The following table summarizes restricted investments in a continuous unrealized loss position for less than twelve months and twelve months or greater, and for which an allowance for credit losses has not been recorded at March 31, 2025 and December 31, 2024 (in thousands):


	Less than 12 months				12 months or greater				Total
	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
March 31, 2025
U.S. government agency securities and treasuries	$	6,646	$	(6)	$	—	$	—	$	6,646	$	(6)
Total	$	6,646	$	(6)	$	—	$	—	$	6,646	$	(6)
December 31, 2024
U.S. government agency securities and treasuries	$	10,455	$	(23)	$	996	$	(2)	$	11,451	$	(25)
Total	$	10,455	$	(23)	$	996	$	(2)	$	11,451	$	(25)

Accrued interest receivables on the Company's available-for-sale debt securities and restricted investments, included within receivables and other current assets in the Company’s condensed consolidated balance sheet, totaled $1.0 million as of March 31, 2025 and $0.9 million as of December 31, 2024. No accrued interest receivable was written off during the three months ended March 31, 2025 or 2024.

The amortized cost of available-for-sale debt securities and restricted investments is adjusted for amortization of premiums and accretion of discounts to the earliest call date for premiums or to maturity for discounts. At March 31, 2025 and December 31, 2024, the balance in the Company’s accumulated other comprehensive income was composed primarily of activity related to the Company’s available-for-sale debt securities and restricted investments. There were no material realized gains or losses recognized on the sale or maturity of available-for-sale securities or restricted investments during the three months ended March 31, 2025 and 2024.

The Company determined that there was no material change in the credit risk of the above investments during the three months ended March 31, 2025. As such, an allowance for credit losses was not recognized. As of March 31, 2025, the Company does not intend to sell such securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.

6. Fair value measurements

The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):

Total

Quoted prices in active markets

(Level 1)

Significant other observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

March 31, 2025

SEC Form 10-Q filed by 2seventy bio Inc.