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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________
FORM 10-Q
_____________________________________________________
| | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
or
| | | | | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-39321
_____________________________________________________
Avidity Biosciences, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________
| | | | | | | | |
Delaware | | 46-1336960 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | |
10578 Science Center Drive, Suite 125 San Diego, California | | 92121 |
(Address of principal executive offices) | | (Zip Code) |
(858) 401-7900
(Registrant’s telephone number, including area code)
_____________________________________________________
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, $0.0001 par value | RNA | The Nasdaq Global Market |
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 x No o
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 x No o
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 | x | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | o |
| | Emerging growth company | o |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 29, 2025, the registrant had 128,653,337 shares of common stock outstanding.
Avidity Biosciences, Inc.
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
Avidity Biosciences, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| (unaudited) | | |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 243,907 | | | $ | 219,868 | |
Marketable securities | 939,237 | | | 1,281,629 | |
Prepaid and other current assets | 67,416 | | | 40,793 | |
Total current assets | 1,250,560 | | | 1,542,290 | |
Property and equipment, net | 20,535 | | | 12,670 | |
Restricted cash | 2,798 | | | 2,795 | |
Right-of-use assets | 4,227 | | | 5,619 | |
Other assets | 90,806 | | | 521 | |
Total assets | $ | 1,368,926 | | | $ | 1,563,895 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 3,914 | | | $ | 8,461 | |
Accrued expenses and other liabilities | 95,236 | | | 61,063 | |
Accrued compensation | 18,449 | | | 3,663 | |
Lease liabilities, current portion | 3,925 | | | 3,844 | |
Deferred revenue, current portion | 13,537 | | | 20,987 | |
Total current liabilities | 135,061 | | | 98,018 | |
Lease liabilities, net of current portion | 1,210 | | | 2,957 | |
Deferred revenue, net of current portion | 39,991 | | | 37,961 | |
Total liabilities | 176,262 | | | 138,936 | |
Commitments and contingencies (Note 7) | | | |
Stockholders’ equity: | | | |
Common stock, $0.0001 par value; authorized shares – 400,000; issued and outstanding shares – 120,778 and 119,893 at June 30, 2025 and December 31, 2024, respectively | 12 | | | 12 | |
Additional paid-in capital | 2,357,029 | | | 2,315,111 | |
Accumulated other comprehensive income | 1,777 | | | 2,902 | |
Accumulated deficit | (1,166,154) | | | (893,066) | |
Total stockholders’ equity | 1,192,664 | | | 1,424,959 | |
Total liabilities and stockholders’ equity | $ | 1,368,926 | | | $ | 1,563,895 | |
See accompanying notes.
Avidity Biosciences, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Collaboration revenue | $ | 3,847 | | | $ | 2,045 | | | $ | 5,420 | | | $ | 5,588 | |
Operating expenses: | | | | | | | |
Research and development | 138,125 | | | 63,940 | | | 237,615 | | | 130,772 | |
General and administrative | 36,864 | | | 20,731 | | | 70,464 | | | 34,629 | |
Total operating expenses | 174,989 | | | 84,671 | | | 308,079 | | | 165,401 | |
Loss from operations | (171,142) | | | (82,626) | | | (302,659) | | | (159,813) | |
Other income (expense): | | | | | | | |
Interest income | 14,478 | | | 11,949 | | | 30,657 | | | 20,382 | |
Other expense | (651) | | | (116) | | | (1,086) | | | (217) | |
Total other income | 13,827 | | | 11,833 | | | 29,571 | | | 20,165 | |
Net loss | $ | (157,315) | | | $ | (70,793) | | | $ | (273,088) | | | $ | (139,648) | |
Net loss per share, basic and diluted | $ | (1.21) | | | $ | (0.65) | | | $ | (2.11) | | | $ | (1.44) | |
Weighted-average shares outstanding, basic and diluted | 129,622 | | 106,928 | | 129,428 | | 97,070 |
Other comprehensive income (loss): | | | | | | | |
Net unrealized (losses) gains on marketable securities | (1,084) | | | 11 | | | (1,254) | | | (578) | |
Foreign currency translation adjustment | 96 | | | — | | | 130 | | | — | |
Comprehensive loss | $ | (158,303) | | | $ | (70,782) | | | $ | (274,212) | | | $ | (140,226) | |
See accompanying notes.
Avidity Biosciences, Inc.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balance at December 31, 2024 | 119,893 | | $ | 12 | | | $ | 2,315,111 | | | $ | 2,902 | | | $ | (893,066) | | | $ | 1,424,959 | |
Issuance of common stock upon exercise of stock options | 114 | | — | | | 1,937 | | | — | | | — | | | 1,937 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Issuance of common stock in connection with vesting of restricted stock units and performance stock units | 505 | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | — | | | 17,736 | | | — | | | — | | | 17,736 | |
Net loss | — | | — | | | — | | | — | | | (115,773) | | | (115,773) | |
Other comprehensive loss | — | | — | | | — | | | (136) | | | — | | | (136) | |
Balance at March 31, 2025 | 120,512 | | $ | 12 | | | $ | 2,334,784 | | | $ | 2,766 | | | $ | (1,008,839) | | | $ | 1,328,723 | |
Issuance of common stock upon exercise of stock options | 130 | | — | | | 2,109 | | | — | | | — | | | 2,109 | |
| | | | | | | | | | | |
Issuance of common stock under Employee Stock Purchase Plan | 92 | | — | | | 2,477 | | | — | | | — | | | 2,477 | |
Issuance of common stock in connection with vesting of restricted stock units | 44 | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | — | | | 17,659 | | | — | | | — | | | 17,659 | |
Net loss | — | | — | | | — | | | — | | | (157,315) | | | (157,315) | |
Other comprehensive loss | — | | — | | | — | | | (989) | | | — | | | (989) | |
Balance at June 30, 2025 | 120,778 | | $ | 12 | | | $ | 2,357,029 | | | $ | 1,777 | | | $ | (1,166,154) | | | $ | 1,192,664 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
See accompanying notes.
Avidity Biosciences, Inc.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balance at December 31, 2023 | 79,275 | | $ | 8 | | | $ | 1,071,395 | | | $ | 125 | | | $ | (570,764) | | | $ | 500,764 | |
Issuance of common stock upon exercise of stock options | 541 | | — | | | 3,896 | | | — | | | — | | | 3,896 | |
Issuance of common stock in public offering, net of issuance costs of $143 | 418 | | — | | | 5,594 | | | — | | | — | | | 5,594 | |
Issuance of common stock in a private placement, net of issuance costs of $12,821 | 15,225 | | 2 | | | 238,386 | | | — | | | — | | | 238,388 | |
Issuance of pre-funded warrants in a private placement, net of issuance costs of $7,605 | — | | — | | | 141,395 | | | — | | | — | | | 141,395 | |
Issuance of common stock in connection with vesting of restricted stock units | 135 | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | — | | | 10,306 | | | — | | | — | | | 10,306 | |
Net loss | — | | — | | | — | | | — | | | (68,855) | | | (68,855) | |
Other comprehensive loss | — | | — | | | — | | | (589) | | | — | | | (589) | |
Balance at March 31, 2024 | 95,594 | | $ | 10 | | | $ | 1,470,972 | | | $ | (464) | | | $ | (639,619) | | | $ | 830,899 | |
Issuance of common stock upon exercise of stock options | 1,201 | | — | | | 14,308 | | | — | | | — | | | 14,308 | |
Issuance of common stock in public offering, net of issuance costs of $28,263 | 12,133 | | 1 | | | 432,771 | | | — | | | — | | | 432,772 | |
Issuance of common stock under Employee Stock Purchase Plan | 138 | | — | | | 1,027 | | | — | | | — | | | 1,027 | |
Issuance of common stock in connection with vesting of restricted stock units | 200 | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | — | | | 12,812 | | | — | | | — | | | 12,812 | |
Net loss | — | | — | | | — | | | — | | | (70,793) | | | (70,793) | |
Other comprehensive income | — | | — | | | — | | | 11 | | | — | | | 11 | |
Balance at June 30, 2024 | 109,266 | | $ | 11 | | | $ | 1,931,890 | | | $ | (453) | | | $ | (710,412) | | | $ | 1,221,036 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
See accompanying notes.
Avidity Biosciences, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2025 | | 2024 |
Cash flows from operating activities | | | |
Net loss | $ | (273,088) | | | $ | (139,648) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Depreciation | 1,599 | | | 1,328 | |
Stock-based compensation expense | 35,395 | | | 23,118 | |
Amortization of premiums and discounts on marketable securities, net | (8,632) | | | (7,435) | |
| | | |
| | | |
Non-cash operating lease costs | 1,645 | | | 1,652 | |
Changes in operating assets and liabilities: | | | |
Prepaid and other current assets | (116,078) | | | (12,112) | |
Accounts payable | (4,670) | | | 80 | |
Accrued expenses and other liabilities | 31,891 | | | 5,967 | |
Accrued compensation | 14,782 | | | (1,509) | |
Operating lease liabilities | (1,919) | | | (1,819) | |
Deferred revenue | (5,420) | | | (5,006) | |
Net cash used in operating activities | (324,495) | | | (135,384) | |
Cash flows from investing activities | | | |
Proceeds from maturities of marketable securities | 593,040 | | | 207,930 | |
Purchases of marketable securities | (243,271) | | | (514,100) | |
Purchases of property and equipment | (7,096) | | | (1,446) | |
Net cash provided by (used) in investing activities | 342,673 | | | (307,616) | |
Cash flows from financing activities | | | |
Proceeds from issuance of common stock in public offerings, net of issuance costs | — | | | 438,902 | |
Proceeds from issuance of common stock under employee incentive equity plans | 5,710 | | | 17,484 | |
Proceeds from the issuance of common stock in a private placement, net of issuance costs | — | | | 238,388 | |
Proceeds from issuance of pre-funded warrants in a private placement, net of issuance costs | — | | | 141,395 | |
Net cash provided by financing activities | 5,710 | | | 836,169 | |
Effect of exchange rate on cash, cash equivalents and restricted cash | 154 | | | — | |
Net increase in cash, cash equivalents and restricted cash | 24,042 | | | 393,169 | |
Cash, cash equivalents and restricted cash at beginning of period | 222,663 | | | 185,377 | |
Cash, cash equivalents and restricted cash at end of period | $ | 246,705 | | | $ | 578,546 | |
| | | |
Supplemental schedule of noncash investing and financing activities: | | | |
| | | |
| | | |
Costs incurred, but not paid, in connection with deferred financing costs included in accrued expenses and other liabilities | $ | — | | | $ | 536 | |
Receivables from stock option exercises included in prepaid and other current assets | $ | 813 | | | $ | 1,747 | |
Costs incurred, but not paid, in connection with purchases of property and equipment included in accrued expenses and other liabilities | $ | 2,368 | | | $ | 92 | |
See accompanying notes.
Avidity Biosciences, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Description of Business and Basis of Presentation
Description of Business
Avidity Biosciences, Inc. (the Company or Avidity) is a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates (AOCs). The Company’s proprietary AOC platform is designed to combine the specificity of monoclonal antibodies with the precision of RNA therapeutics to target the root cause of diseases previously untreatable with such therapeutics.
Liquidity
Since inception, the Company has relied on various means of raising capital, including public offerings, at-the-market (ATM) sales agreements, the sale and issuance of convertible preferred stock, funding under collaboration agreements, and private placements of common stock. The Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital, developing its proprietary AOC platform, identifying potential product candidates, establishing its intellectual property portfolio, conducting research and preclinical studies, advancing its clinical programs, and providing other general and administrative support for these operations. In addition, the Company has a limited operating history, has incurred operating losses since inception and expects that it will continue to incur net losses into the foreseeable future as it continues the development of its product candidates and development programs. As of June 30, 2025, the Company had an accumulated deficit of $1.2 billion and cash, cash equivalents and marketable securities of $1.2 billion.
The Company believes that existing cash, cash equivalents and marketable securities will be sufficient to fund the Company’s operations for at least 12 months from the date of the filing of this Form 10-Q. The Company plans to finance its future cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. If the Company is not able to secure adequate additional funding, it may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or delay or reduce the scope of its planned development programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2024 included in the Company’s annual report on Form 10-K filed with the SEC on February 27, 2025.
In December 2023, the Company formed Avidity Biosciences Ireland Limited, a wholly-owned subsidiary (the Subsidiary). The accompanying unaudited condensed consolidated financial statements reflect the operations of Avidity Biosciences, Inc. and the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.
Certain amounts reported in the Company's prior fiscal periods consolidated financial statements have been reclassified to conform to the current period presentation, including the reclassification of accounts payable from “Accounts payable and accrued liabilities” into “Accounts payable” on the consolidated balance sheets. There are no changes to the Company’s financial position or results of operations as a result of this reclassification.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and accompanying notes. Although estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.
Summary of Significant Accounting Policies
The Company’s significant accounting policies are discussed in “Note 2 – Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 27, 2025. There have been no significant changes to these policies during the six months ended June 30, 2025.
Foreign Currency Translation
The foreign subsidiary uses its local currency as the functional currency. The financial statements of the foreign subsidiary are translated into U.S. dollars using the exchange rate in effect at the balance sheet date for assets and liabilities, stockholders’ equity is translated at the historical rates, and revenues and expenses are translated at the average exchange rates for the period. Translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity.
Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, adjusted for the weighted-average number of common shares outstanding that are subject to repurchase or forfeiture. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the common stock equivalent securities would be anti-dilutive. The pre-funded common stock warrants are included in the calculation of basic and diluted net loss per share as the exercise price of $0.001 per share is not substantive and the shares are issuable for little or no consideration.
Common stock equivalent securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares; in thousands):
| | | | | | | | | | | |
| June 30, |
| 2025 | | 2024 |
Common stock options issued and outstanding | 14,394 | | 12,728 |
Restricted stock units | 2,812 | | 1,526 |
Performance stock units | 810 | | 562 |
ESPP shares pending issuance | 3 | | 4 |
Total | 18,019 | | 14,820 |
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily through standardization and disaggregation of the income tax rate reconciliation and disaggregation of income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. ASU 2023-09 can be applied either prospectively or retrospectively and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires that public business entities disclose additional information about specific expense captions in the notes to financial statements at interim and annual reporting periods. The amendment in the update does not change or remove current expense disclosures, rather, it requires enhanced disaggregated disclosures of specific expense captions and affects where that information is presented within the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. ASU 2024-03 can be applied either prospectively or retrospectively and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
3. Fair Value Measurements
The following tables summarize the Company’s cash equivalents and marketable securities measured at fair value (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements Using |
As of June 30, 2025 | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| | | | | | | |
| | | | | | | |
Marketable securities: | | | | | | | |
U.S. Treasury securities | $ | 939,237 | | | $ | 939,237 | | | $ | — | | | $ | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 939,237 | | | $ | 939,237 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurements Using |
As of December 31, 2024 | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Cash equivalents: | | | | | | | |
U.S. Treasury securities | $ | 7,439 | | | $ | 7,439 | | | $ | — | | | $ | — | |
Marketable securities: | | | | | | | |
U.S. Treasury securities | 1,281,139 | | | 1,281,139 | | | — | | | — | |
| | | | | | | |
Negotiable certificates of deposit | 490 | | | — | | | 490 | | | — | |
| | | | | | | |
Total | $ | 1,289,068 | | | $ | 1,288,578 | | | $ | 490 | | | $ | — | |
4. Marketable Securities
The Company’s marketable securities, which consist of highly liquid marketable debt securities, are classified as available-for-sale and are stated at fair value. The following tables summarize the Company’s marketable securities (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2025 | Maturity (in years) | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
U.S. Treasury securities | 1 or less | | $ | 753,666 | | | $ | 1,350 | | | $ | (94) | | | $ | 754,922 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
U.S. Treasury securities | 1 - 2 | | 183,924 | | | 435 | | | (44) | | | 184,315 | |
| | | | | | | | | |
| | | | | | | | | |
Total | | | $ | 937,590 | | | $ | 1,785 | | | $ | (138) | | | $ | 939,237 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2024 | Maturity (in years) | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
U.S. Treasury securities | 1 or less | | $ | 947,916 | | | $ | 2,154 | | | $ | (80) | | | $ | 949,990 | |
| | | | | | | | | |
Negotiable certificates of deposit | 1 or less | | 490 | | | — | | | — | | | 490 | |
| | | | | | | | | |
U.S. Treasury securities | 1 - 2 | | 330,321 | | | 1,218 | | | (390) | | | 331,149 | |
| | | | | | | | | |
Total | | | $ | 1,278,727 | | | $ | 3,372 | | | $ | (470) | | | $ | 1,281,629 | |
The unrealized losses on the Company’s marketable securities were caused by interest rate increases and resulted in the decrease in market value of these securities. There were no allowances for credit losses at June 30, 2025 and December 31, 2024 because (i) the decline in fair value is attributable to changes in interest rates and not credit quality, (ii) the Company does not intend to sell the investments before maturity, and (iii) it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.
The following table summarizes marketable securities in a continuous unrealized loss position for which an allowance for credit losses was not recorded (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months or Greater | | Total |
As of June 30, 2025 | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
U.S. Treasury securities | $ | 275,166 | | | $ | (138) | | | $ | — | | | $ | — | | | $ | 275,166 | | | $ | (138) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | $ | 275,166 | | | $ | (138) | | | $ | — | | | $ | — | | | $ | 275,166 | | | $ | (138) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months or Greater | | Total |
As of December 31, 2024 | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
U.S. Treasury securities | $ | 247,404 | | | $ | (470) | | | $ | — | | | $ | — | | | $ | 247,404 | | | $ | (470) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | $ | 247,404 | | | $ | (470) | | | $ | — | | | $ | — | | | $ | 247,404 | | | $ | (470) | |
Accrued interest receivable on available-for-sale securities was $8.0 million and $8.7 million at June 30, 2025 and December 31, 2024, respectively. The Company has not written off any accrued interest receivable for the six months ended June 30, 2025 and 2024.
5. Collaboration, License and Research Agreements
Research Collaboration and License Agreement with Bristol Myers Squibb Company
In November 2023, the Company entered into a Research Collaboration and License Agreement (the BMS Collaboration Agreement) with Bristol Myers Squibb Company (BMS) to expand on its research with MyoKardia Inc. In connection with the BMS Collaboration Agreement, the Company recognized revenue of $3.8 million and $2.0 million for the three months ended June 30, 2025 and 2024, respectively, and $5.4 million and $4.5 million for the six months ended June 30, 2025 and 2024, respectively. There were no collaboration receivables related to the BMS Collaboration Agreement in any of the periods presented.
Research Collaboration and License Agreement with Eli Lilly and Company
In April 2019, the Company entered into a Research Collaboration and License Agreement (the Lilly Agreement) with Eli Lilly and Company (Lilly) for the discovery, development and commercialization of AOC products directed against certain targets in immunology and other select indications on a worldwide basis. The Company recognized no revenue under the Lilly Agreement for the three months ended June 30, 2025 and 2024. The Company recognized no revenue for the six months ended June 30, 2025 and $1.1 million for the six months ended June 30, 2024. There were no collaboration receivables related to the Lilly Agreement as of June 30, 2025 and December 31, 2024. There was no deferred revenue related to the Lilly Agreement at June 30, 2025.
The amounts received that have not yet been recognized as revenue are deferred on the Company’s condensed consolidated balance sheet and will be recognized over the remaining research and development period until the performance obligation is satisfied. A reconciliation of the closing balance of deferred revenue related to all collaboration agreements for the six months ended June 30, 2025 and 2024 is as follows (in thousands):
| | | | | |
Balance at December 31, 2024 | $ | 58,948 | |
Revenue recognized that was included in the balance at the beginning of the period | (1,573) | |
Balance at March 31, 2025 | $ | 57,375 | |
Revenue recognized that was included in the balance at the beginning of the period | (3,847) | |
Balance at June 30, 2025 | $ | 53,528 | |
| |
| |
| | | | | |
Balance at December 31, 2023 | $ | 69,263 | |
Revenue recognized that was included in the balance at the beginning of the period | (2,961) | |
Balance at March 31, 2024 | $ | 66,302 | |
Revenue recognized that was included in the balance at the beginning of the period | (2,045) | |
Balance at June 30, 2024 | $ | 64,257 | |
| |
| |
6. Composition of Certain Consolidated Financial Statement Items
Prepaid and other current assets (in thousands)
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| | | |
Prepaid assets | $ | 15,976 | | | $ | 12,571 | |
Interest receivable | 8,540 | | | 9,447 |
Other current assets | 42,900 | | | 18,775 |
Total prepaid and other current assets | $ | 67,416 | | | $ | 40,793 | |
Other current assets included reimbursable tenant improvements of $31.1 million and $7.1 million as of June 30, 2025 and December 31, 2024, respectively.
Property and equipment, net (in thousands)
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
Laboratory equipment | $ | 15,317 | | | $ | 14,180 | |
Computers and software | 478 | | | 261 | |
Office furniture and equipment | 1,979 | | | 1,979 | |
Leasehold improvements | 288 | | | 288 | |
Construction in process | 12,069 | | | 3,959 | |
Property and equipment, gross | 30,131 | | | 20,667 | |
Less accumulated depreciation | (9,596) | | | (7,997) | |
Total property and equipment, net | $ | 20,535 | | | $ | 12,670 | |
Depreciation expense related to property and equipment was $0.8 million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively, and $1.6 million and $1.3 million for the six months ended June 30, 2025 and 2024, respectively.
Other assets
During the second quarter of 2025, the Company entered into reservation agreements with a Contract Manufacturing Organization (CMO) to purchase an agreed upon number of production batches during the years 2026-2028. Nonrefundable reservation fees of approximately $87.0 million were recorded in current and non-current assets on the consolidated balance sheet. The nonrefundable reservation fees will be credited against purchases, beginning in 2026, up to the total amount of the reservation fees.
Accrued expenses and other liabilities (in thousands)
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
Accrued manufacturing and technical development | $ | 72,431 | | | $ | 35,680 | |
Accrued clinical development | 9,786 | | | 8,157 |
Accrued other research and development | 2,600 | | | 3,852 | |
Accrued other | 10,419 | | | 13,374 |
Total accrued expenses and other liabilities | $ | 95,236 | | | $ | 61,063 | |
7. Commitments and Contingencies
Operating Lease
In April 2024, the Company entered into a sublease agreement with Turning Point Therapeutics, Inc. (the Sublease) to rent 105,000 square feet for office and laboratory space for the Company’s future corporate headquarters. The term of the Sublease is approximately 9 years, 9 months with payments expected to begin in the third quarter of 2025. Pursuant to the terms of the Sublease, the sublandlord will provide the Company with a tenant improvement allowance of up to $33.6 million. An additional tenant improvement allowance of $5.0 million was utilized and will be repaid in equal installments through monthly rent payments, subject to increases of 3% per annum. Total aggregate future lease commitments under the Sublease are approximately $80.0 million, excluding the option for the adjacent available building, and inclusive of the additional tenant improvement allowance repayment, 3% annual rent increases and various agreed upon rent abatement amounts. The Sublease will be measured and recognized upon commencement of the Sublease. As of June 30, 2025, the Sublease had not commenced because construction of improvements to the facility for its intended use was not substantially complete.
In March 2025, the Company exercised the option to rent an additional 80,000 square feet in an adjacent available building under the amended sublease agreement with Turning Point Therapeutics, Inc. (the Amended Sublease). The term of the Amended Sublease is approximately 9 years, 1 month with payments expected to begin in April 2026. Pursuant to the terms of the Amended Sublease, the sublandlord will provide the Company with a tenant improvement allowance of up to $19.9 million. An additional tenant improvement allowance of $5.1 million is also available under the master lease but it requires the Company to spend $3.4 million of its own funds to receive the full $5.1 million additional allowance. If the full amount is not utilized, the Company is obligated to repay any unutilized tenant improvement amount in cash or forfeiture of rent abatement up to a maximum of $1.8 million. Total aggregate future lease commitments under the Amended Sublease are approximately $53.7 million and inclusive of 3% annual rent increases and various agreed upon rent abatement amounts. The Amended Sublease will be measured and recognized upon commencement of the Amended Sublease. As of June 30, 2025, the Amended Sublease had not commenced because construction of improvements to the facility for its intended use was not substantially complete.
In connection with the Sublease, the Company is required to maintain a letter of credit for the benefit of the sublandlord in the amount of $2.5 million, which was delivered in April 2024 and is included in restricted cash in the Company’s condensed consolidated balance sheets.
Litigation
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no such matters currently outstanding for which any liabilities have been accrued.
8. Stockholders’ Equity
Common Stock
On August 9, 2024, the Company entered into a sales agreement (the 2024 Sales Agreement) with TD Securities (USA) LLC (the 2024 Sales Agent). Under the 2024 Sales Agreement, the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $400.0 million through the 2024 Sales Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the 2024 Sales Agent. The Company is not obligated to sell, and the 2024 Sales Agent is not obligated to buy or sell, any shares of common stock under the 2024 Sales Agreement. During the six months ended June 30, 2025, the Company did not sell shares of its common stock pursuant to the 2024 Sales Agreement.
Stock-Based Compensation Expense
The allocation of stock-based compensation expense across the Company's equity incentive plans described in the Company's annual report on Form 10-K was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Research and development expense | $ | 9,490 | | | $ | 6,529 | | | $ | 18,609 | | | $ | 12,266 | |
General and administrative expense | 8,169 | | | 6,283 | | | 16,786 | | | 10,852 | |
Total stock-based compensation expense | $ | 17,659 | | | $ | 12,812 | | | $ | 35,395 | | | $ | 23,118 | |
As of June 30, 2025, the unrecognized compensation cost related to outstanding time-based options and restricted stock units was $121.0 million and $68.0 million, respectively, which is expected to be recognized over a weighted-average period of 2.7 years and 3.0 years, respectively. As of June 30, 2025 the unrecognized compensation cost related to performance stock units was $34.2 million, none of which were deemed probable of vesting.
Employee Stock Purchase Plan
The Company issued 92,348 and 137,913 shares of common stock under the Employee Stock Purchase Plan (ESPP) during the six months ended June 30, 2025 and 2024, respectively. The Company had an outstanding liability of $0.1 million at June 30, 2025, which is included in accrued expenses and other liabilities on the condensed consolidated balance sheet, for employee contributions to the ESPP for shares pending issuance at the end of the current offering period. As of June 30, 2025, 1,299,919 shares of common stock were available for issuance under the ESPP. As of June 30, 2025, the unrecognized compensation cost related to stock purchase rights under the ESPP was $0.8 million, which is expected to be recognized over a weighted-average period of 0.5 years.
9. Segment Information
The Company's operations constitute a single operating and reportable segment. The material accounting policies of the segments are described in the notes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K for the fiscal year ended December 31, 2024. The Company's Chief Operating Decision Maker (CODM) is the Chief Executive Officer, who utilizes consolidated net loss in assessing performance and allocating resources by comparing net loss against prior periods and the Company’s forecast. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
The following table presents financial information, including significant segment expenses, which are regularly provided to the CODM and included within consolidated net loss (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Collaboration revenue | $ | 3,847 | | | $ | 2,045 | | | $ | 5,420 | | | $ | 5,588 | |
Operating expenses, excluding stock-based compensation and depreciation | | | | | | | |
Research and development | (127,941) | | | (56,845) | | | (217,648) | | | (117,417) | |
General and administrative | (28,575) | | | (14,328) | | | (53,437) | | | (23,539) | |
Total operating expenses, excluding stock-based compensation and depreciation | (156,516) | | | (71,173) | | | (271,085) | | | (140,956) | |
Stock-based compensation | (17,659) | | | (12,812) | | | (35,395) | | | (23,118) | |
Depreciation | (814) | | | (686) | | | (1,599) | | | (1,327) | |
Total operating expenses | (174,989) | | | (84,671) | | | (308,079) | | | (165,401) | |
Other income | 13,827 | | | 11,833 | | | 29,571 | | | 20,165 | |
Net loss | $ | (157,315) | | | $ | (70,793) | | | $ | (273,088) | | | $ | (139,648) | |
The following table presents the measure of segment assets regularly provided to the CODM (in thousands):
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
Cash, cash equivalents and marketable securities | $ | 1,183,144 | | | $ | 1,501,497 | |
10. Subsequent Events
From July 1, 2025 through August 7, 2025, the Company sold 5,646,583 shares of its common stock pursuant to the 2024 Sales Agreement and received net proceeds of $185.5 million, after deducting offering-related transaction costs and commissions.
On August 1, 2025, the Company entered into a commercial manufacturing agreement with the CMO requiring the Company to meet minimum purchase obligations on an annual basis. The aggregate amount of future unconditional purchase obligations under this manufacturing agreement from 2026 through 2028 is approximately $620.0 million, subject to foreign currency changes, net of the nonrefundable reservation fees outlined in Note 6, "Composition of Certain Consolidated Financial Statement Items".
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report on Form 10-Q and with our audited financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations, both of which are contained in our annual report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, on February 27, 2025.
Cautionary Note Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this quarterly report, including statements regarding our future results of operations and financial position, business strategies and plans, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned preclinical studies and clinical trials for our product candidates, the timing and likelihood of regulatory filings and approvals for our product candidates, the timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated product development efforts, inflationary pressures, and the ongoing hostilities outside the United States on our business, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, “Risk Factors.” The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Overview
We are a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates, or AOCs. Our proprietary AOC platform is designed to combine the specificity of monoclonal antibodies, or mAbs, with the precision of RNA therapeutics to target the root cause of diseases previously untreatable with such therapeutics. Our pipeline currently has three programs in potentially registrational trials. Delpacibart zotadirsen, or del-zota (formerly AOC 1044), is designed for people living with Duchenne muscular dystrophy, or DMD, and is currently in development with the ongoing Phase 2 EXPLORE44 Open-Label Extension (EXPLORE44-OLE™) study. Del-zota is specifically designed for people with mutations amenable to exon 44 skipping, or DMD44, and is the first of multiple AOCs we are developing for DMD. Delpacibart etedesiran, abbreviated as del-desiran (formerly AOC 1001), is designed to treat people with myotonic dystrophy type 1, or DM1, and is currently in development with the ongoing global Phase 3 HARBOR™ trial. Del-desiran is also being studied in the ongoing MARINA-OLE™ trial with all of the participants who completed the Phase 1/2 MARINA® trial. Delpacibart braxlosiran, or del-brax (formerly AOC 1020), is the first investigational therapy designed to directly target DUX4 in people living with facioscapulohumeral muscular dystrophy, or FSHD, and is currently in development in the registrational fully enrolled ongoing biomarker cohort in the FORTITUDE trial, the Phase 2 FORTITUDE-OLE™ and the Phase 3 FORTITUDE-3 (formerly known as FORWARD™) trials. Del-desiran, del-brax and del-zota have all been granted Orphan Designation by the FDA and the European Medicines Agency, or EMA, and Fast Track Designation by the FDA. In addition, the FDA has granted del-desiran and del-zota Breakthrough Therapy designation and granted del-zota Rare Pediatric Disease designation. Del-desiran has also been granted Orphan Drug Designation by the Japan Ministry of Health, Labour and Welfare (MHLW).
Delpacibart zotadirsen (del-zota) for the treatment of DMD44:
Del-zota is currently being studied for the treatment of people living with DMD44 and is the first of multiple AOCs we are developing for DMD. Del-zota is designed to deliver phosphorodiamidate morpholino oligomers, or PMOs, to skeletal muscle and heart tissue to specifically skip exon 44 of dystrophin mRNA to enable production of near full-length functional dystrophin. Del-zota is currently in Phase 2 development as part of the ongoing Phase 2 EXPLORE44-OLE™ study in people living with DMD44.
In July 2025, we announced the FDA granted Breakthrough Therapy designation to del-zota for the treatment of DMD44.
In February 2025, we announced completion of enrollment in the EXPLORE44-OLE™ study. In March 2025, we reported positive top-line del-zota data from our completed Phase 1/2 EXPLORE44® trial for people living with DMD44. The topline data from the randomized, double-blind, placebo-controlled Phase 1/2 EXPLORE44 trial demonstrated consistent, statistically significant improvements across key biomarkers as well as favorable safety and tolerability of del-zota across two dose levels, 5 mg/kg and 10 mg/kg. Participants received three doses of either 5 mg/kg del-zota or placebo every six weeks, or 10 mg/kg del-zota or placebo every eight weeks. Data on muscle delivery, exon skipping, dystrophin production and creatine kinase levels were assessed from seven (7) participants in the 5 mg/kg cohort, ten (10) participants in the 10 mg/kg cohort, and six (6) placebo participants, 28 days after the third dose. Safety and tolerability data were assessed from 26 participants in the completed Phase 1/2 EXPLORE44 trial and 38 participants in the ongoing Phase 2 EXPLORE44-OLE study, as of January 22, 2025.
Based on the consistent data between the 5 mg/kg every six weeks and the 10mg/kg every eight weeks groups across all parameters, we selected the dose of 5 mg/kg every six weeks of del-zota for the planned Biologics License Application (BLA) submission and future clinical studies. All participants in the EXPLORE44-OLE trial have now transitioned to the 5 mg/kg dose every six weeks. We intend to use the data from the Phase 1/2 EXPLORE44 and Phase 2 EXPLORE44-OLE studies to support our first BLA submission, and remain on track for our planned submission, at year-end 2025.
We remain on track to deliver multiple updates from the del-zota program including:
•Expected first BLA submission for del-zota at year end 2025
•Plan to present topline and functional data from the ongoing EXPLORE44-OLE trial in the fourth quarter of 2025.
Delpacibart etedesiran (del-desiran) for the treatment of myotonic dystrophy type 1 (DM1):
Del-desiran is currently being studied in the global Phase 3 HARBOR trial and in the ongoing MARINA-OLE trial in people with DM1. Prior to initiation of the HARBOR trial, Avidity aligned with global regulators, including the FDA, on the registrational path for del-desiran. Del-desiran is designed to address the root cause of DM1 by reducing levels of a disease-related mRNA called DMPK. Del-desiran consists of a proprietary mAb that binds to the transferrin receptor 1 (TfR1) conjugated with an siRNA targeting DMPK mRNA. Data from the MARINA-OLE trial showed reversal of disease progression in people living with DM1 across multiple endpoints including video hand opening time (vHOT) as a measure of hand function and myotonia, muscle strength and activities of daily living when compared to END-DM1 natural history data.
The global Phase 3 HARBOR trial is a randomized, placebo-controlled, double-blind pivotal study evaluating del-desiran in 159 people (age 16 and older) living with DM1. The trial is being conducted at approximately 40 sites globally. Patients are administered either del-desiran or placebo (1:1) every eight weeks. The trial is designed to assess multiple key functional aspects of DM1. The primary endpoint is video hand opening time (vHOT), a measurement of myotonia, which is the hallmark symptom of DM1. Key secondary endpoints include muscle strength as measured by hand grip strength and quantitative muscle testing (QMT) total score, and activities of daily living as measured by DM1-Activ, a patient reported outcome (PRO) scale. All study participants, regardless of whether they receive active treatment or placebo, have the option to enroll into an open-label extension trial where all patients will receive active drug.
In July 2025, we announced completion of enrollment in the ongoing Phase 3 HARBOR trial with a total of 159 participants enrolled. We remain on track to deliver multiple updates from the del-desiran program, including:
•Plan to share updates from the ongoing MARINA-OLE trial including long-term 4mg/kg efficacy and safety data in the fourth quarter 2025.
•Expected publication of data analyses from the completed Phase 1/2 MARINA trial during 2025.
•Topline data readout from HARBOR study anticipated in the second quarter of 2026.
•Marketing application submissions for del-desiran, including in U.S., EU and Japan, anticipated to start in the second half of 2026.
Delpacibart braxlosiran (del-brax) for the treatment of facioscapulohumeral muscular dystrophy (FSHD):
Del-brax is currently being studied in the registrational fully enrolled ongoing Biomarker Cohort in the FORTITUDE trial, the Phase 2 FORTITUDE-OLE and the Phase 3 FORTITUDE-3 (formerly known as FORWARD™) trials in participants living with facioscapulohumeral muscular dystrophy (FSHD). Del-brax is designed to address the underlying cause of FSHD, which is caused by the aberrant expression of a gene called double homeobox 4 or DUX4. Del-brax consists of a proprietary mAb that binds to the transferrin receptor 1 (TfR1) conjugated with an siRNA targeting DUX4 mRNA.
In June 2025, we announced multiple milestones for the del-brax program including FDA alignment on accelerated and full approval pathways for del-brax, and initiation of our global confirmatory Phase 3 FORTITUDE-3 study in FSHD. In addition, we shared positive topline Phase 1/2 FORTITUDE data from the del-brax dose escalation cohorts. Topline del-brax data, compared to placebo, demonstrated:
•Consistent improvement of functional mobility and muscle strength as measured by 10-Meter Walk-Run Test (10MWRT), Timed Up and Go (TUG) and Quantitative Muscle Testing (QMT)
•Consistent improvement in multiple measures of quality of life as measured by patient reported outcomes;
•Rapid and significant reductions in levels of KHDC1L or cDUX, and creatine kinase, a biomarker of muscle damage; and
•Favorable long-term safety and tolerability with most adverse events (AEs) mild or moderate, with no related serious or severe adverse events and no discontinuations.
In March 2025, we announced that enrollment was completed for the del-brax biomarker cohort with a total of 51 participants enrolled. We plan to share topline data from the FORTITUDE biomarker cohort in the second quarter of 2026. We intend to use these data, together with data from the FORTITUDE Phase 1/2 dose escalation cohorts and Phase 2 FORTITUDE-OLE, to support our BLA submission for accelerated approval, planned for the second half of 2026.
FORTITUDE™ and FORTITUDE-OLE™ trials
The FORTITUDE™ trial is a randomized, placebo-controlled, double-blind, Phase 1/2 clinical trial designed to evaluate single and multiple doses of del-brax in 90 participants with facioscapulohumeral muscular dystrophy (FSHD). The two dose escalation cohorts in FORTITUDE (N=39) are evaluating the safety, tolerability, pharmacokinetics, and pharmacodynamics of del-brax administered intravenously. Though the Phase 1/2 trial is not statistically powered to assess functional benefit, it explores the clinical activity of del-brax including measures of functional mobility and muscle strength as well as patient reported outcomes and quality of life measures, as well as changes in in key biomarkers including KHDC1L or cDUX, a DUX4 regulated biomarker.
Two dose escalation cohorts evaluated 2 mg/kg or 4 mg/kg of del-brax every 13 weeks with a booster dose at 6 weeks in the first three months of the study versus placebo and were designed to assess safety as well as inform the dose and dose regimen of del-brax for registrational studies. Avidity has completed the dose escalation cohorts and identified 2 mg/kg every six weeks of del-brax as the dose for the registrational studies, FORTITUDE Biomarker Cohort and FORTITUDE-3 Phase 3 study. Participants who complete FORTITUDE have the option to enroll in the ongoing FORTITUDE-OLE study evaluating the long-term safety and tolerability of del-brax.
Registrational FORTITUDE Biomarker Cohort
The ongoing biomarker cohort in the FORTITUDE trial (N=51) assesses the impact of del-brax 2 mg/kg administered intravenously every six weeks versus placebo for 12 months in people living with FSHD, ages 16-70. The primary endpoint of the biomarker cohort is reduction of KHDC1L, or cDUX, a novel DUX4-regulated circulating biomarker discovered by Avidity in collaboration with Stephen Tapscott, M.D., Ph.D., Professor of Human Biology and Clinical Research at the Fred Hutchinson Cancer Center. The FDA has aligned on the use of cDUX as a potential surrogate endpoint to support accelerated approval endpoint for the biomarker cohort.
Global, Confirmatory Phase 3 FORTITUDE-3™ Study
FORTITUDE-3™ is a global, confirmatory Phase 3, randomized, placebo-controlled, double-blind, 18-month study designed to evaluate del-brax in approximately 200 people (ages 16-70) living with FSHD. The trial will be conducted at approximately 45 global sites including in the U.S., Canada, Europe and Japan. Patients will be administered either 2 mg/kg of del-brax or placebo (1:1) every six weeks. The Phase 3 FORTITUDE-3 study is designed to be a confirmatory study to support potential full approval of del-brax. FORTITUDE-3 is assessing the impact of del-brax on key FSHD-related endpoints that measure functional mobility (10-Meter Walk-Run test, or 10 MWRT, and Timed Up and Go, or TUG), strength (quantitative muscle testing, or QMT, total score), patient-reported outcomes (PROs) and decrease in KHDC1L, or cDUX, a novel, DUX4-regulated circulating biomarker. All study participants, regardless of whether they receive active treatment or placebo, will have the option to enroll into an open-label extension trial.
Company Advancements
We are advancing and expanding our innovative AOC pipeline to develop potential treatment options for people living with rare diseases across a wide range of therapeutic areas. Our first AOC programs are from our rare neuromuscular disease franchise where we have leveraged our deep experience with oligonucleotide therapeutics, modulation of RNA processes, antibody engineering and conjugation and drug delivery techniques. We have now expanded beyond rare neuromuscular disorders and into precision cardiology, advancing two wholly-owned precision cardiology development candidates targeting rare genetic cardiomyopathies - AOC 1072 targeting PRKAG2 (Protein Kinase AMP-activated non-catalytic subunit Gamma 2) Syndrome and AOC 1086 targeting PLN (phospholamban) cardiomyopathy.
We continue to execute on our global commercial infrastructure development as we plan for three potential successive product launches for DMD, DM1 and FSHD starting in 2026 and transition to the next stage as we advance our AOC technology in rare neuromuscular and precision cardiology, and next-generation innovations. In addition to our own internal research programs, we continue to explore the full potential of our AOC platform through collaborations and partnerships, including programs in immunology, cardiology and other select indications outside of muscle.
Since our inception in 2012, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, developing our proprietary AOC platform, identifying potential product candidates, establishing our intellectual property portfolio, conducting research, preclinical and clinical studies, preparing for potential commercial activities, and providing other general and administrative support for these operations. We have not generated any revenue from product sales. We are currently building our capabilities to support potential launches of product candidates currently in clinical development and to potentially operate as a commercial organization. In June 2020, we completed our initial public offering, or IPO, and have since raised capital through additional public offerings and private placements, and under collaboration and research license agreements.
We have incurred operating losses in each year since inception. Our net losses were $322.3 million and $212.2 million for the years ended December 31, 2024 and 2023, respectively, and $273.1 million for the six months ended June 30, 2025. As of June 30, 2025, we had an accumulated deficit of $1.2 billion. We expect our expenses and operating losses will increase substantially as we conduct our ongoing and planned preclinical studies and clinical trials, continue our research and development activities, utilize third parties to manufacture our product candidates and related raw materials, hire additional personnel and protect our intellectual property. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our preclinical studies and clinical trials and our expenditures on other research and development activities, as well as the generation of any collaboration and services revenue.
Based upon our current operating plans, we believe that our existing cash, cash equivalents and marketable securities of approximately $1.2 billion (as of June 30, 2025) will be sufficient to fund our operations for at least 12 months from the date of the filing of this Form 10-Q. While we may generate revenue under our current and/or future collaboration agreements, we do not expect to generate any revenues from product sales until we successfully complete development and obtain regulatory approval for one or more of our product candidates. If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Research Collaboration with Bristol Myers Squibb Company
In November 2023, we entered into (i) a Research Collaboration and License Agreement, or the BMS Collaboration Agreement, to expand on the research with MyoKardia for up to five targets utilizing our proprietary AOC platform technology and (ii) a Securities Purchase Agreement with BMS, or the BMS Purchase Agreement, for the purchase by BMS in a private placement of 5,075,304 shares of our common stock at a purchase price of $7.8813 per share, for an aggregate purchase price of approximately $40 million. We refer to the BMS Collaboration Agreement and the BMS Purchase Agreement together as the "BMS Agreements." Under the terms of the BMS Agreements, we received approximately $100 million upfront, which includes a $60 million cash payment under the terms of the BMS Collaboration Agreement, and approximately $40 million for the purchase of our common stock under the terms of the BMS Purchase Agreement. We are also eligible to receive up to approximately $1.35 billion in research and development milestone payments, up to approximately $825 million in commercial milestone payments, and tiered royalties from high single digits to low double-digits on net sales. We are responsible for our own research collaboration costs incurred under the agreement, subject to a cumulative spending limit of $40 million. BMS will fund all future clinical development, regulatory and commercialization activities coming from this collaboration.
Research Collaboration with Eli Lilly and Company
In April 2019, we entered into a Research Collaboration and License Agreement, or the Lilly Agreement, with Eli Lilly and Company, or Lilly, for the discovery, development and commercialization of AOC products in immunology and other select indications on a worldwide basis. Under the Lilly Agreement, we and Lilly will collaborate on preclinical research and discovery activities for such products, with Lilly being responsible for funding the cost of such activities by both parties. Lilly will also lead the clinical development, regulatory approval and commercialization of all such products, at its sole cost. We granted Lilly an exclusive, worldwide, royalty-bearing license, with the right to sublicense, under our technology to research, develop, manufacture, and sell products containing AOCs that are directed to up to six mRNA targets. We retain the right to use our technology to perform our obligations under the agreement and for all purposes not granted to Lilly. Lilly paid us an upfront license fee of $20.0 million in 2019, and we are eligible to receive up to $60.0 million in development milestone payments per target, up to $140.0 million in regulatory milestone payments per target and up to $205.0 million in commercialization milestone payments per target. We are eligible to receive a tiered royalty ranging from the mid-single to low-double digits from Lilly on worldwide annual net sales of licensed products, subject to specified and capped reductions for the market entry of biosimilar products, loss of patent coverage of licensed products and for payments owed to third parties for additional rights necessary to commercialize licensed products in the territory.
Components of Results of Operations
Revenue
Our revenue to date has been derived from payments received under our license and research collaboration agreements, including revenue from reimbursements of services, as well as a combination of upfront payments and, milestone payments under our current and/or future collaboration agreements. We do
not expect to generate any revenue from the sale of products unless and until such time that our product candidates have advanced through clinical development and regulatory approval, if ever. We expect that any revenue we generate, if at all, will fluctuate from quarter-to-quarter as a result of the timing and amount of payments relating to such services and milestones and the extent to which any of our products are approved and successfully commercialized. If we fail to complete preclinical and clinical development of product candidates or obtain regulatory approval for our product candidates, our ability to generate future revenues and our results of operations and financial position would be adversely affected.
Operating Expenses
Research and Development
Research and development expenses consist of costs associated with our research and development activities, including our discovery and research efforts, and the preclinical and clinical development of our product candidates. Our research and development expenses include:
•external costs, including expenses incurred under arrangements with third parties, such as contract research organizations, contract manufacturers, consultants and our scientific advisors; and
•internal costs, including;
◦employee-related expenses, including salaries, benefits, and stock-based compensation;
◦the costs of laboratory supplies and acquiring, developing, and manufacturing preclinical study materials; and
◦facilities, information technology and depreciation, which include direct and allocated expenses for rent and maintenance of facilities and depreciation of leasehold improvements and equipment.
Research and development costs, including costs reimbursed under collaboration agreements, are expensed as incurred, with reimbursements of such amounts being recognized as revenue. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received.
At any one time, we are working on multiple programs. Our internal resources, employees and infrastructure are not directly tied to any one research or drug discovery program and are typically deployed across multiple programs.
We expect our research and development expenses to increase for the foreseeable future as we continue to conduct ongoing research and development activities, advance preclinical research programs toward clinical development, including IND-enabling studies, and conduct clinical trials. The process of conducting preclinical studies and clinical trials necessary to obtain regulatory approval is costly and time consuming, and can vary significantly for each product candidate and development program. We may never succeed in achieving marketing approval for any of our product candidates.
We anticipate we will make determinations as to which programs to pursue and how much funding to direct to each program on an ongoing basis in response to preclinical and clinical results, regulatory developments, ongoing assessments as to each program’s commercial potential, and our ability to maintain or enter into new collaborations, to the extent we determine the resources or expertise of a collaborator would be beneficial for a given program. We will need to raise substantial additional capital in the future. In addition, we cannot forecast which development programs may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
Our development costs may vary significantly based on factors such as:
•the number and scope of clinical, preclinical and IND-enabling studies;
•per patient trial costs;
•the number of trials required for approval;
•the number of sites included in the trials;
•the countries in which the trials are conducted;
•the length of time required to enroll eligible patients;
•the number of patients that participate in the trials;
•the number of doses that patients receive;
•the drop-out or discontinuation rates of patients;
•potential additional safety monitoring requested by regulatory agencies;
•the duration of patient participation in the trials and follow-up;
•the cost and timing of manufacturing our product candidates;
•the various phases of development of our product candidates; and
•the efficacy and safety profiles of our product candidates.
General and Administrative
General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits, and stock-based compensation, for employees in our executive, finance, accounting, legal, business development, and other support functions. Other general and administrative expenses include allocated facility, information technology, and depreciation related costs not otherwise included in research and development expenses, and professional fees for auditing, tax, intellectual property, and legal services. Costs related to filing and pursuing patent applications are recognized as general and administrative expenses as incurred since recoverability of such expenditures is uncertain.
We expect our general and administrative expenses will increase for the foreseeable future to support our increased research and development activities, commercial readiness initiatives, and other corporate activities.
Other Income (Expense)
Other income (expense) consists primarily of interest earned on our cash, cash equivalents, and marketable securities.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
The following table summarizes our results of operations for the periods presented (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| 2025 | | 2024 | | | 2025 | | 2024 | |
Revenue | $ | 3,847 | | | $ | 2,045 | | | $ | 1,802 | | | $ | 5,420 | | | $ | 5,588 | | | $ | (168) | |
Research and development expenses | 138,125 | | | 63,940 | | | 74,185 | | | 237,615 | | | 130,772 | | | 106,843 | |
General and administrative expenses | 36,864 | | | 20,731 | | | 16,133 | | | 70,464 | | | 34,629 | | | 35,835 | |
Other income | 13,827 | | | 11,833 | | | 1,994 | | | 29,571 | | | 20,165 | | | 9,406 | |
Revenue
Revenue increased by $1.8 million for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to the recognition of revenues under the BMS agreement. Revenue decreased by $0.2 million for the six months ended June 30, 2025 and 2024.
Research and Development Expenses
The following tables illustrate the components of our research and development expenses for the periods presented (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change | | Six Months Ended June 30, | | Change |
| 2025 | | 2024 | | | 2025 | | 2024 | |
External costs: | | | | | | | | | | | |
Del-desiran | $ | 21,507 | | | $ | 9,045 | | | $ | 12,462 | | | $ | 36,909 | | | $ | 18,141 | | | $ | 18,768 | |
Del-brax | 19,962 | | | 7,768 | | | 12,194 | | | 32,249 | | | 13,931 | | | 18,318 | |
Del-zota | 10,870 | | | 5,081 | | | 5,789 | | | 22,453 | | | 10,921 | | | 11,532 | |
Other programs | 9,253 | | | 986 | | | 8,267 | | | 12,565 | | | 2,423 | | | 10,142 | |
Unallocated | 36,064 | | | 13,860 | | | 22,204 | | | 55,397 | | | 33,565 | | | 21,832 | |
Total external costs | 97,656 | | | 36,740 | | | 60,916 | | | 159,573 | | | 78,981 | | | 80,592 | |
Internal costs: | | | | | | | | | | | |
Employee-related expenses | 33,637 | | | 21,554 | | | 12,083 | | | 64,740 | | | 40,890 | | | 23,850 | |
Facilities, lab supplies and other | 6,832 | | | 5,646 | | | 1,186 | | | 13,302 | | | 10,901 | | | 2,401 | |
Total internal costs | 40,469 | | | 27,200 | | | 13,269 | | | 78,042 | | | 51,791 | | | 26,251 | |
Total research and development expenses | $ | 138,125 | | | $ | 63,940 | | | $ | 74,185 | | | $ | 237,615 | | | $ | 130,772 | | | $ | 106,843 | |
Research and development expenses increased by $74.2 million for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to increased external costs associated with the progression of clinical trials and preclinical studies, including $21.4 million in higher manufacturing costs related to the production of monoclonal antibodies used across programs, as well as higher internal costs including $12.0 million in higher personnel costs. Similarly, research and development costs increased by $106.8 million for the six months ended June 30, 2025 as compared to the same period in 2024, due to increased external costs associated with the progression of clinical trials and preclinical studies, including $20.0 million in higher manufacturing costs related to the production of monoclonal antibodies used across programs, as well as higher internal costs including $23.7 million in higher personnel costs.
General and Administrative Expenses
General and administrative expenses increased by $16.1 million for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to $8.0 million in higher personnel costs and $4.9 million in higher professional fees to support our expanded operations. Similarly, general and administrative expenses increased by $35.8 million for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to $17.7 million in higher personnel costs and $11.8 million in higher professional fees to support our expanded operations.
Other Income
Other income increased by $2.0 million and $9.4 million for the three and six months ended June 30, 2025 and 2024, respectively, due to higher interest income earned on marketable securities investments and cash and cash equivalent balances.
Liquidity and Capital Resources
Sources of Liquidity
On August 9, 2024, we entered into a sales agreement (the 2024 Sales Agreement) with TD Securities (USA) LLC (the 2024 Sales Agent). Under the 2024 Sales Agreement, we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $400.0 million through the 2024 Sales Agent.
Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the 2024 Sales Agent. We are not obligated to sell, and the 2024 Sales Agent is not obligated to buy or sell, any shares of common stock under the 2024 Sales Agreement. During the six months ended June 30, 2025, we did not sell shares of common stock pursuant to the 2024 Sales Agreement. From July 1, 2025 through August 7, 2025, the Company sold 5,646,583 shares of its common stock pursuant to the 2024 Sales Agreement and received net proceeds of $185.5 million, after deducting offering-related transaction costs and commissions.
Other sources of capital to fund our operations include potential revenue pursuant to the BMS Collaboration Agreement and the Lilly Agreement.
Future Capital Requirements
As of June 30, 2025, we had cash, cash equivalents and marketable securities of $1.2 billion. Based upon our current operating plans, we believe that our existing cash, cash equivalents, and marketable securities will be sufficient to fund our operations for at least 12 months from the date of the filing of this Form 10-Q. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of conducting preclinical studies and testing product candidates in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain.
Our future capital requirements are difficult to forecast and will depend on many factors, including but not limited to:
•the type, number, scope, progress, expansions, results, costs, and timing of discovery, preclinical studies, and clinical trials of our product candidates that we are pursuing or may choose to pursue in the future;
•the costs and timing of manufacturing for our product candidates and commercial manufacturing if any product candidate is approved;
•the costs, timing, and outcome of regulatory review of our product candidates;
•the terms and timing of establishing and maintaining collaborations, licenses, and other similar arrangements;
•the costs of obtaining, maintaining, and enforcing our patents and other intellectual property rights;
•the costs associated with hiring additional personnel and consultants as we continue to grow our company;
•the timing and amount of the milestone or other payments made to us under current or future research and collaboration agreements;
•the costs and timing of establishing or securing sales and marketing capabilities if any product candidate is approved;
•our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products; and
•costs associated with any products or technologies that we may in-license or acquire.
While we may generate revenue under our current and/or future collaboration agreements, we do not expect to generate any revenues from product sales until we successfully complete development and obtain regulatory approval for one or more of our product candidates, which we do not expect will occur in the immediate term, and may never occur. If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Accordingly, until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity offerings, debt financings, or other capital sources, including current and potential future collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or at all. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.
Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change |
| 2025 | | 2024 | |
Net cash provided by (used in): | | | | | |
Operating activities | $ | (324,495) | | | $ | (135,384) | | | $ | (189,111) | |
Investing activities | 342,673 | | | (307,616) | | | 650,289 | |
Financing activities | 5,710 | | | 836,169 | | | (830,459) | |
Effect of exchange rate on cash, cash equivalents and restricted cash | 154 | | | — | | | 154 | |
Net increase in cash, cash equivalents and restricted cash | $ | 24,042 | | | $ | 393,169 | | | $ | (369,127) | |
Operating Activities
Net cash used in operating activities of $324.5 million and $135.4 million for the six months ended June 30, 2025 and 2024, respectively, consisted primarily of cash used to fund our operations related to the development of del-desiran, del-brax, del-zota, and other potential programs. The increase in cash used in our operations is primarily due to increased research and development costs as well as general and administrative expenses as described under “Results of Operations” above.
Investing Activities
Net cash provided by investing activities of $342.7 million for the six months ended June 30, 2025 consisted primarily of $593.0 million of proceeds from maturities of marketable securities, offset by $243.3 million for purchases of marketable securities due to investing the proceeds from the issuance of common stock, as well as the reinvestment of proceeds from matured marketable securities, and $7.1 million in purchases of property and equipment. Net cash used in investing activities of $307.6 million for the six months ended June 30, 2024 consisted of $514.1 million for purchases of marketable securities and $1.4 million in purchases of property and equipment, offset by $207.9 million of proceeds from maturities of marketable securities.
Financing Activities
Net cash provided by financing activities of $5.7 million for the six months ended June 30, 2025 consisted of $5.7 million in proceeds from the issuance of common stock under employee incentive equity plans. Net cash provided by financing activities of $836.2 million for the six months ended June 30, 2024 consisted primarily of $677.3 million in net proceeds from sales of our common stock and $141.4 million in net proceeds from the sale of pre-funded warrants in a private placement.
Critical Accounting Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate these estimates and judgments. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially from these estimates. As of June 30, 2025, there have been no material changes to our critical accounting estimates from those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates,” included in our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.
Contractual Obligations and Commitments
In April 2024, we entered into a sublease agreement to rent office and laboratory space for our future corporate headquarters. Total aggregate future lease commitments under the sublease agreement are approximately $80.0 million. In March 2025, we exercised the option to rent an additional 80,000 square feet in an adjacent available building under the amended sublease agreement with Turning Point Therapeutics, Inc. Total aggregate future lease commitments attributable to the option under the amended sublease agreement are approximately $53.7 million. Refer to Note 7, "Commitments and Contingencies" to our condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q for further details. Except for the sublease agreement, as of June 30, 2025, there have been no material changes outside the ordinary course of our business to the contractual obligations we reported in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commitments,” included in our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2025, there have been no material changes in our market risk from that described in “Quantitative and Qualitative Disclosures About Market Risk,” included in our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated, as of the end of the period covered by this quarterly report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.
ITEM 1A. RISK FACTORS
We do not believe that there have been any material changes to the risk factors set forth in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025. The risk factors described in such reports are not the only risks we face. Factors that are not currently known to us, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Issuer Repurchases of Equity Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
From time to time, our officers (as defined in Rule 16a–1(f)) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2025, our officers and directors took the following actions with respect to such trading arrangements:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Action | | Date | | Trading Arrangement | | Total Shares to be Sold | | Expiration Date |
| | | Rule 10b5-1* | | Non-Rule 10b5-1** | | |
Teresa McCarthy (Chief Human Resources Officer) | Adopt | | 4/11/2025 | | X | | | | 120,000 | | 7/31/2026 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
____________________* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
Item 6. Exhibits
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit Number | | Exhibit Description | | Incorporated by Reference | | Filed Herewith |
| | | | Form | | Date | | Number | | |
3.1 | | | | 8-K | | 6/16/2020 | | 3.1 | | |
3.2 | | | | 8-K | | 12/13/2023 | | 3.1 | | |
4.1 | | | | S-1 | | 5/22/2020 | | 4.1 | | |
4.2 | | | | 8-K | | 2/29/2024 | | 4.1 | | |
31.1 | | | | | | | | | | X |
31.2 | | | | | | | | | | X |
32.1* | | | | | | | | | | X |
32.2* | | | | | | | | | | X |
101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | | | | | | | | X |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | X |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | X |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | X |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | X |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | X |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | X |
*This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| Avidity Biosciences, Inc. |
| | |
Date: August 7, 2025 | By: | /s/ Sarah Boyce |
| | Sarah Boyce President, Chief Executive Officer and Director (Principal Executive Officer) |
| |
|
Date: August 7, 2025 | By: | /s/ Michael F. MacLean |
| | Michael F. MacLean Chief Financial Officer (Principal Financial and Accounting Officer) |