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BEAM THERAPEUTICS INC.

(BEAM)
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BEAM THERAPEUTICS INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

05/09/2022 | 07:36am EDT
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and the related notes to those statements included
elsewhere in this Quarterly Report on Form 10-Q. In addition to historical
financial information, the following discussion and analysis contains
forward-looking statements that involve important risks, uncertainties and
assumptions. Some of the numbers included herein have been rounded for the
convenience of presentation. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including those discussed in "Risk Factors" in Part II, Item 1A. and elsewhere
in this Quarterly Report on Form 10-Q, and in the "Risk Factors Summary" and
"Item 1A. Risk Factors" section of our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, or the 2021 Form 10-K.

Overview


We are a biotechnology company committed to establishing the leading, fully
integrated platform for precision genetic medicines. Our vision is to provide
life-long cures to patients suffering from serious diseases. To achieve this
vision, we have assembled a platform that includes a suite of gene editing and
delivery technologies and are in the process of developing internal
manufacturing capabilities.

Our suite of gene editing technologies is anchored by our proprietary base
editing technology, which potentially enables a differentiated class of
precision genetic medicines that target a single base in the genome without
making a double-stranded break in the DNA. This approach uses a chemical
reaction designed to create precise, predictable and efficient genetic outcomes
at the targeted sequence. Our proprietary base editors have two principal
components: (i) a clustered regularly interspaced short palindromic repeats, or
CRISPR, protein, bound to a guide RNA, that leverages the established
DNA-targeting ability of CRISPR, but is modified to not cause a double-stranded
break, and (ii) a base editing enzyme, such as a deaminase, which carries out
the desired chemical modification of the target DNA base. We believe this design
contributes to a more precise and efficient edit compared to traditional gene
editing methods, which operate by creating targeted double-stranded breaks in
the DNA that can result in unwanted DNA modifications. We believe that the
precision of our editors will dramatically increase the impact of gene editing
for a broad range of therapeutic applications.

To unlock the full potential of our base editing technology across a wide range
of therapeutic applications, we are pursuing a broad suite of both clinically
validated and novel delivery modalities, depending on tissue type, including:
(1) electroporation for efficient delivery to blood cells and immune cells ex
vivo; (2) lipid nanoparticles, or LNPs, for non-viral in vivo delivery to the
liver and potentially other organs in the future; and (3) adeno-associated viral
vectors, or AAV, for in vivo viral delivery to the eye and potentially other
organs.

The elegance of the base editing approach combined with a tissue specific
delivery modality provides the basis for a targeted efficient, precise, and
highly versatile gene editing system, capable of gene correction, gene
modification, gene silencing or gene activation, and/or multiplex editing of
several genes simultaneously. We are currently advancing a broad, diversified
portfolio of base editing programs against distinct editing targets, utilizing
the full range of our development capabilities.

Furthermore, in addition to our portfolio, we are also pursuing an innovative,
platform-based business model with the goal of further expanding our access to
new technologies in genetic medicine and increasing the reach of our programs to
more patients. Overall, we are seeking to build the leading integrated platform
for precision genetic medicine, which may have broad therapeutic applicability
and the potential to transform the field of precision genetic medicines.

Ex Vivo HSCs: Sickle cell disease and beta-thalassemia


We are advancing ex vivo base editing programs in which hematopoietic stem
cells, or HSCs are collected from a patient, edited using electroporation, a
clinically validated technology for the delivery of therapeutic constructs into
harvested cells. These cells are infused back into the patient following a
myeloablative conditioning regimen, such as treatment with busulfan, the
standard of care in HSC transplantation today. Once reinfused, the HSCs begin
repopulating a portion of the bone marrow in a process known as engraftment. The
engrafted, edited HSCs give rise to progenitor cell types with the corrected
gene sequences.

We are pursuing a long-term, staged development strategy for our base editing
approach to treat sickle cell disease that consists of advancing our ex vivo
programs, BEAM-101 and BEAM-102, in Wave 1, improving patient conditioning
regimens in Wave 2, and enabling in vivo base editing with delivery directly
into HSCs of patients via LNPs in Wave 3. We believe this suite of technologies
- base editing, improved conditioning and in vivo delivery for editing HSCs -
can maximize the potential applicability of our sickle cell disease programs to
patients as well as create a platform for the treatment of many other severe
genetic blood disorders

Wave 1: Ex Vivo Base Editing via Autologous Transplant with BEAM-101 and BEAM-102

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We are using base editing to pursue the development of two complementary
approaches to treating sickle cell disease, a severe inherited blood disease
caused by a single point mutation, E6V, in the beta globin gene (BEAM-101 and
BEAM-102), and one approach to treat beta-thalassemia, another inherited blood
disorder characterized by severe anemia caused by reduced production of
functional hemoglobin due to insufficient expression of the beta globin protein
(BEAM-101).

BEAM-101: Recreating naturally-occurring protective mutations to activate fetal hemoglobin


BEAM-101 is an investigational, a patient-specific, autologous hematopoietic
cell therapy which is designed to incorporate ex vivo base edits that mimic
single nucleotide polymorphisms seen in individuals with hereditary persistence
of fetal hemoglobin, or HPFH, to potentially alleviate the effects of mutations
causing sickle cell disease or beta thalassemia. Our Investigational New Drug,
or IND, application for BEAM-101 for the treatment of sickle cell disease has
been cleared by the U.S. Food and Drug Administration, or FDA, and we are
preparing to initiate a Phase 1/2 clinical trial designed to assess the safety
and efficacy of BEAM-101 for the treatment of sickle cell disease, which we
refer to as our BEACON-101 trial. The BEACON-101 trial is expected to include an
initial "sentinel" cohort of three patients, treated one at a time to confirm
successful engraftment, followed by dosing in up to a total of 45 patients. The
clinical trial is designed to initially include patients between ages 18 and 35
with sickle cell disease who have received prior treatment with at least one
disease-modifying agent with inadequate response or intolerance. Following
mobilization, conditioning and HSC transplant with BEAM-101, patients will be
assessed for safety and tolerability, with safety endpoints including the
proportion of patients with successful neutrophil engraftment by day 42.
Patients will also be assessed for efficacy, with efficacy endpoints including
the change from baseline in severe vaso-occlusive events, transfusion
requirements, hemoglobin F levels, and quality of life and ability to function.
We have begun site selection and the institutional review board approval
processes for the BEACON-101 trial and plan to enroll the first subject in the
second half of 2022.

We have achieved proof-of-concept in vivo with long-term engraftment of base edited human CD34 cells in mice administered BEAM-101. Persistence of engraftment and high levels of editing have been confirmed in several preclinical studies, including in studies using material generated at a clinically relevant scale.

BEAM-102: Direct correction of the sickle cell mutation


Our second ex vivo base editing approach that we are developing for sickle cell
disease, BEAM-102, is designed to directly correct the causative sickle mutation
at position 6 of the beta globin gene. By making a single A-to-G edit, we have
demonstrated in primary human CD34+ cells isolated from sickle cell disease
patients the ability to create the naturally occurring HbG or "Makassar" variant
of hemoglobin. This variant, which was identified in humans and first published
in 1970, has the same function as the wild-type variant and does not cause
sickle cell disease. Distinct from other approaches, cells that are successfully
edited in this way are fully corrected, no longer containing the sickle protein.
We have initiated IND-enabling studies for BEAM-102 and expect to submit an IND
to the FDA for the treatment of sickle cell disease during the second half of
2022.

During the second quarter of 2020, we published preclinical data on BEAM-102
demonstrating that our adenine base editors, or ABEs, can efficiently convert
the causative Hemoglobin S, or HbS, point mutation, to HbG-Makassar, with high
efficiency (more than 80%). In this preclinical study, the Makassar variant does
not cause hemoglobin to polymerize and red blood cells to sickle and, therefore,
edited cells are cured through elimination of the disease-causing protein. In
December 2021, we presented data from preclinical studies further characterizing
the Makassar hemoglobin created by BEAM-102 and demonstrating biophysical and
biochemical properties consistent with normal hemoglobin.

Wave 2: Improved Conditioning
In parallel with Wave 1 development, we also aim to improve the transplant
conditioning regimen for sickle cell disease patients undergoing HSCT, reducing
toxicity challenges associated with HSCT standard of care. Conditioning is a
critical component necessary to prepare a patient's body to receive the ex vivo
edited cells that must engraft in the patient's bone marrow in order to be
effective. Today's conditioning regimens rely on nonspecific chemotherapy or
radiation, which are associated with significant toxicities. We are
collaborating with Magenta Therapeutics, Inc., or Magenta, to evaluate the
potential utility of MGTA-117, Magenta's novel antibody drug conjugate, in
combination with BEAM-101 and BEAM-102, as well as other base editing programs
in hematology. MGTA-117 is designed to spare immune cells and precisely target
hematopoietic stem and progenitor cells, or HSPCs, and has demonstrated high
selectivity, potent efficacy, wide safety margins and broad tolerability in
non-human primate, or NHP, models. We are also conducting our own research into
novel conditioning strategies. Improved conditioning regimens could potentially
be paired with BEAM-101 and BEAM-102, as well as other base editing programs in
hematology.

Wave 3: In Vivo Base Editing via HSC-targeted LNPs


We are also exploring the potential for in vivo base editing programs for sickle
cell disease, in which base editors would be delivered to the patient through an
infusion of LNPs targeted to HSCs, eliminating the need for transplantation
altogether. This approach could provide a more accessible option for patients,
particularly in regions where ex vivo treatment is challenging. Building on our
acquisition of Guide, we are using our proprietary DNA-barcoded LNP screening
technology to enable high-throughput in vivo identification of LNPs with novel
biodistribution and selectivity for target organs beyond the liver. In December
2021, we announced

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we had screened more than 1,000 LNPs using this technology for potential to deliver to HSCs and had identified LNP-HSC1 as the most potent, with efficient transfection in both mice and NHPs.

Achieving Understanding of the Natural History of Sickle Trait (AUNT) Study


In May 2022, we announced the initiation of a sickle cell trait, or SCT, focused
natural history study. Carriers of sickle cell disease, or those with SCT, have
only one copy of the hemoglobin gene, have HbS levels between 25-45%, and are
thought to have a benign condition. However, despite SCT impacting approximately
300 million people around the world, the key hematologic and clinical phenotypic
characteristics and functional impacts from having SCT have been understudied in
a prospective manner. As part of a long-term lifecycle strategy for our sickle
cell disease programs, we, in collaboration with the National Alliance of Sickle
Cell Centers, the University of Alabama, and Johns Hopkins Medical Center, have
initiated the AUNT (Achieving Understanding of the Natural History of Sickle
Trait) Study.

The AUNT Study is designed to establish an understanding of the hematologic and
clinical phenotype of people with SCT, including blood rheology, potential
complications and genetic modifiers, in an effort to better understand the
hematologic phenotype that is associated with good health and lack of organ
dysfunction. The study is designed to enroll approximately 1,000 participants
with SCT in the United States who have been identified as family members of
participants in the Global Research Network for Data and Discovery, a
multi-institutional prospective registry comprising clinical and background data
from more than 1,200 adult and pediatric individuals with sickle cell disease
from 1999-2021.

Ex vivo T cell therapies

The starting material for our multiplex-edited allogeneic CAR-T cell products is
white blood cells from a healthy donor, which are collected using a standard
blood bank procedure known as leukapheresis. Using a single electroporation, we
introduce the base editor as mRNA, and the guides encoding the target sequences.
The edited cells are subsequently transduced with a lentivirus expressing the
CAR. Once the T cells have been engineered, they are expanded and frozen. After
the patient is lymphodepleted, the multiplex-edited, allogenic cell product is
infused.

We believe base editing is a powerful tool to simultaneously multiplex edit many
genes without the unintended on-target effects that can result from simultaneous
editing with nucleases through the creation of double-stranded breaks. The
ability to create a large number of multiplex edits in T cells could endow CAR-T
cells and other cell therapies with combinations of features that have the
potential to dramatically enhance their therapeutic potential in treating
hematological or solid tumors.

The initial indications that we plan to target with our chimeric antigen
receptor T-cell, or CAR-T, product candidates are relapsed, refractory T-cell
acute lymphoblastic leukemia /T cell lymphoblastic lymphoma, or T-ALL/T-LL, a
severe disease affecting children and adults, and Acute Myeloid Leukemia, or
AML. We believe that our approach has the potential to produce higher response
rates and deeper remissions than existing approaches. Our proof-of-concept
preclinical studies have demonstrated the ability of base editors to efficiently
modify up to eight genomic loci simultaneously in primary human T cells with
efficiencies ranging from 85-95% as measured by flow cytometry of target protein
knockdown. Importantly, these results were achieved without the generation of
observed chromosomal rearrangements, as evaluated by sensitive methods such as
UDiTaSTM or G-banded Karyotyping and with no observed loss of cell viability
from editing. The proof-of-concept preclinical studies have also demonstrated
robust T cell killing of target tumor cells both in vitro and in vivo. We plan
to nominate a second CAR-T development candidate, in addition to BEAM-201, in
2022.

BEAM-201: Universal CD7-targeting CAR-T cells


BEAM-201 is a development candidate comprised of T cells derived from healthy
donors that are simultaneously edited at TRAC, CD7, CD52 and PDCD1 and then
transduced with a lentivirus encoding for an anti-CD7 CAR that is designed to
create allogenic CD7 targeting CAR-T cells, resistant to both fratricide and
immunosuppression. To our knowledge, BEAM-201 is the first investigational cell
therapy featuring four simultaneous edits. We have initiated IND-enabling
studies for BEAM-201 and expect to submit an IND to the FDA for the treatment of
relapsed, refractory T-ALL/T-LL and potentially other CD7+ malignancies during
the second half of 2022.

CD5-targeting CAR-T cells

In October 2021, we announced preclinical data from our multiplex edited allogeneic CAR-T research program targeting CD5-positive hematologic malignancies. These data demonstrated knockout of CD5 expression to be a general mechanism to enhance potency and potentially improve durability of highly multiplexed CAR-T cells.

In vivo LNP


LNPs are a clinically validated technology for delivery of nucleic acid payloads
to the liver. LNPs are multi-component particles that encapsulate the base
editor mRNA and one or more guides and protect them from degradation while in an
external environment, enabling the transient delivery of the base editor in
vivo. Multiple third-party clinical trials have demonstrated the effective
delivery of silencing RNA to the liver using LNPs. Because only one dose of a
base editing therapy may be needed in a course of treatment, LNPs are a suitable
delivery modality that we believe is unlikely to face the complications seen
with chronic use of LNPs, such as those

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observed when delivering oligonucleotides or mRNA for gene therapy. All of the
components of the LNP, as well as the mRNA encoding the base editor, are
well-defined and can be manufactured synthetically, providing the opportunity
for scalable manufacturing.

We have developed several proprietary LNP formulations. In May 2021, we
announced initial data from our evaluation of various LNP formulations and mRNA
production processes using an mRNA-encoding ABE and guide RNA to target the
ALAS1 gene, a surrogate payload for genetic liver diseases. These data showed
improved in vivo editing in the livers of NHPs from less than 10% initially to
52% at a total RNA dose of 1.5 mg/kg. Continued optimization of our LNP
formulations has demonstrated further increases in liver editing potency in
NHPs. In September 2021, we presented data demonstrating up to 60% editing in
NHPs at a total RNA dose of 1.0 mg/kg. Data from our preclinical studies
demonstrated that these formulations were well tolerated by NHPs treated with
doses up to 1.5 mg/kg. Minimal to mild and transient liver enzyme elevations
were observed and resolved by day 15 post-treatment. Additionally, the
formulations showed promising interim stability, maintaining potency after three
months at -20?C and -80?C.

We are currently using LNP formulations to advance our programs for genetic
liver diseases, including Glycogen Storage Disease Type Ia, or GSDIa, also known
as Von Gierke disease, and Alpha-1 Antitrypsin Deficiency, or Alpha-1, and
chronic hepatitis B infection. In December 2021, we nominated BEAM-301, a
liver-targeting LNP formulation of base editing reagents designed to correct the
R83C mutation, the most common disease-causing mutation of GSDIa, as our first
in vivo development candidate. We anticipate initiating IND-enabling studies for
BEAM-301 and nominating a second liver-targeted development candidate in 2022.

Liver diseases: glycogen storage disorder 1a, alpha-1 antitrypsin deficiency, and chronic hepatitis B infection

GSDIa


GSDIa is an inborn disorder of glucose metabolism caused by mutations in the
G6PC gene, which results in low blood glucose levels that can be fatal if
patients do not adhere to a strict regimen of slow-release forms of glucose,
administered every one to four hours (including overnight). There are no disease
modifying therapies available for patients with GSDIa.

Our approach to treating patients with GSDIa is to apply base editing via LNP
delivery to repair the two most prevalent mutations that cause the disease, R83C
and Q347X. It is estimated that these two point mutations account for 900 and
500 patients, respectively, in the United States, representing approximately 59%
of all GSDIa patients in the United States. Third party animal studies have
shown that as little as 11% of normal G6Pase activity in liver cells is
sufficient to restore fasting glucose; however, this level must be maintained in
order to preserve glucose control and alleviate other serious, and potentially
fatal, GSDIa sequelae.

In October 2021, we reported data from preclinical studies that support the
potential of base editing to durably correct disease-causing mutations of GSDIa.
We created a novel, humanized R83C knockout mouse model (huR83C), mimicking the
abnormal metabolic phenotype of human GSDIa, and collaborated with the National
Institutes of Health, or NIH, to characterize the phenotype of these animals.
The results demonstrated that newborn huR83C mice treated with our LNP-delivered
ABE exhibited normal growth to the end of the study at three weeks of age
without any hypoglycemia-induced seizures. In contrast, homozygous animals were
unable to survive soon after birth in the absence of glucose supplementation. In
addition, we observed editing efficiencies up to approximately 60% by
next-generation sequencing of DNA isolated from the whole liver.

In May 2022, an abstract announcing new preclinical data to be presented at the
American Society of Gene and Cell Therapy (ASGCT) Annual Meeting was published.
The data, which build on previously released preclinical results, demonstrated
that in a GSDIa mouse model, treated mice, which otherwise have poor survival
outcomes if left untreated, grew normally to at least 35 weeks following
administration of BEAM-301, with survival ongoing in the study. Notably, as low
as single digit percentage base-editing rates were sufficient to restore
physiologically relevant levels of hepatic G6Pase activity, normalize serum
metabolites and, most importantly, prevent hypoglycemia during a twenty-four
hour fast in treated mice. In addition, preliminary assessments of observed
off-target editing have suggested a favorable profile of BEAM-301.

Alpha-1


Alpha-1 is a severe inherited genetic disorder that can cause progressive lung
and liver disease. The most severe form of Alpha-1 arises when a patient has a
point mutation in both copies of the SERPINA1 gene at amino acid 342 position
(E342K, also known as the PiZ mutation or the "Z" allele). With the high
efficiency and precision of our base editors, we aim to utilize our ABEs to
enable the programmable conversion of A-to-T and G-to-C base pairs and precisely
correct the E342K point mutation back to the wild type sequence. In 2020, we
showed the ability to directly correct the mutation causing Alpha-1, providing
both in vitro and in vivo preclinical proof-of-concept for base editing to
correct this disease.

In May 2022, an abstract to be presented at ASGCT detailed our efforts to
optimize both the ABE and the guide RNA used to correct the disease-causing PiZ
mutation, with improvements over the original reagents leading to a greater than
two-fold increase in observed editing potency and potentially therapeutically
relevant increases in circulating alpha-1 antitrypsin in mice treated at doses
that are expected to be clinically relevant (<1mg/kg). Further, similar results
were observed in adult mice dosed at greater than 37 weeks, a treatment context
more similar to what might be encountered in a clinical setting.

Hepatitis B Virus

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Hepatitis B virus, or HBV, causes serious liver infection that can become
chronic, increasing the risk of developing life-threatening health issues like
cirrhosis, liver failure or liver cancer. Chronic HBV infection is characterized
by the persistence of covalently closed circular DNA, or cccDNA, a unique DNA
structure that forms in response to HBV infection in the nuclei of liver cells.
Additionally, the HBV DNA can integrate into the human genome becoming a source
of hepatitis B surface antigen, or HBsAg. While currently available treatments
can manage HBV replication, they do not clear cccDNA from the infected liver
cells. This inability to prevent HBV infection rebound from cccDNA is a key
challenge to curing HBV. In September 2021, we presented preclinical data that
demonstrated the potential of our cytosine base editors to reduce viral markers,
including HBsAg expression, and prevent viral rebound of HBV in in vitro models.

In vivo AAV


AAV is a clinically validated technology that has been extensively used for gene
delivery to a variety of tissues. AAV is a small, non-pathogenic virus that can
be repurposed to carry a therapeutic payload, making it a suitable vector for
delivery of gene editing therapies. Several clinical trials have been conducted
or are in progress with different AAV variants for multiple diseases, including
diseases of the eye, liver, muscle, lung and central nervous system. We have an
option to in-license a variety of AAV variants that could be selected for
optimal distribution to multiple organs. Because our DNA base editors are larger
than the approximate 4.5kb packaging limit of AAV vectors, we use a novel split
intein technology that is designed to deliver the base editor and guide RNA by
co-infection with two viruses, where each virus contains approximately one half
of the editor.

Ocular disorders: Stargardt disease


We are currently evaluating AAV technology to correct one of the most prevalent
mutations in the ABCA4 gene causing Stargardt disease, a progressive macular
degeneration disease. This mutation is known as the G1961E point mutation and
approximately 5,500 individuals in the United States are affected.

Disease modeling using tiny light stimuli through holes that are equivalent in
size to a single photoreceptor cell, suggests that only 12%-20% of these cells
are necessary to preserve vision. We anticipate, therefore, that editing
percentages in the range of 12%-20% of these cells would be disease-modifying,
since each edited cell will be fully corrected and protected from the
biochemical defect associated with Stargardt disease.

In a human retinal pigment epithelial cell line (ARPE-19 cells) in which we have
knocked in the ABCA4 G1961E point mutation, we have demonstrated the precise
correction of approximately 75% of the disease alleles at five weeks after dual
infection with the split AAV system. In November 2021, we announced that we have
initiated preclinical studies in NHPs for our Stargardt program.

Delivery of genetic medicines


To complement our next-generation gene editing technologies, we are also making
significant investments in a broad suite of delivery technologies designed to
deliver gene editing or other nucleic acid payloads to the right cells and
enable potentially curative therapy. These delivery technologies include ex vivo
electroporation, nonviral vectors such as LNPs, and viral vectors such as AAVs.
In our pipeline, we have initially focused on applications of these technologies
where their delivery capabilities have already been clinically-validated by
third parties, such as ex vivo editing of blood stem cells and LNP delivery to
the liver. Longer term, we are also investing in more innovative delivery
options, such as LNPs that could target other organs beyond the liver, or novel
viral vectors beyond AAV. We have also developed critical enabling capabilities
such as mRNA manufacturing and cell processing for autologous and allogeneic
cell therapy.

Consistent with this approach, our acquisition of Guide Therapeutics, Inc., or
Guide, expanded our ability to explore new tissues and disease indications with
our editing technologies. With Guide's proprietary screening technology, which
utilizes DNA barcodes to enable high throughput in vivo LNP screening, we have a
broad library of lipids and lipid formulations, and we have generated additional
novel LNPs that we believe can accelerate novel nonviral delivery of gene
editing or other nucleic acid payloads to tissues beyond the liver. For example,
we have used our DNA barcoding technology to identify a family of LNPs for
delivery of base editors to HSPCs in mice, and we have screened more than 1,000
LNPs to identify LNPs that achieve durable, dose-dependent mRNA transfection in
HSPCs in mice and NHPs in preclinical studies.

Manufacturing of genetic medicines


To realize the full potential of base editors as a differentiated class of
medicines and to enable our parallel investment strategy in multiple delivery
modalities, we are building customized and integrated capabilities across
discovery, manufacturing, and preclinical and clinical development. Due to the
critical importance of high-quality manufacturing and control of production
timing and know-how, we have taken steps toward establishing our own
manufacturing facility, which will provide us the flexibility to manufacture a
variety of different product modalities. We believe this investment will
maximize the value of our portfolio and capabilities, the probability of
technical success of our programs, and the speed at which we can provide
potentially life-long cures to patients.

In August 2020, we entered into a lease agreement with Alexandria Real Estate
Equities, Inc. to build a 100,000 square foot current cGMP compliant
manufacturing facility in Research Triangle Park, North Carolina intended to
support a broad range of clinical programs. The initial estimate of the minimum
amount of undiscounted lease payments due under this lease is $69.0 million. The

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tabular disclosure of minimum lease payments above under Note 7, Leases, does
not include payments due under this lease. We anticipate that the facility will
be operational in the first quarter of 2023. The project is facilitated, in
part, by a Job Development Investment Grant approved by the North Carolina
Economic Investment Committee, which authorizes potential reimbursements based
on new tax revenues generated through the project. The facility is designed to
support manufacturing for our ex vivo cell therapy programs in hematology and
oncology and in vivo non-viral delivery programs for liver diseases, with
flexibility to support manufacturing of our viral delivery programs, and
ultimately, scale-up to support potential commercial supply.

For our initial waves of clinical trials, we expect to use CMOs with relevant manufacturing experience in genetic medicines.

Collaborations


We believe our collection of base editing, gene editing and delivery
technologies has significant potential across a broad array of genetic diseases.
To fully realize this potential, we have established and will continue to seek
out innovative collaborations, licenses, and strategic alliances with pioneering
companies and with leading academic and research institutions. Additionally, we
have and will continue to pursue relationships that potentially allow us to
accelerate our preclinical research and development efforts. These relationships
will allow us to aggressively pursue our vision of maximizing the potential of
base editing to provide life-long cures for patients suffering from serious
diseases.

In vivo collaborations

Pfizer

In December 2021, we entered into a research collaboration agreement with Pfizer
Inc., or Pfizer, focused on in vivo base editing programs for three targets for
rare genetic diseases of the liver, muscle and central nervous system. The
collaboration has an initial term of four years and may be extended for an
additional one year on a program-by-program basis. Under the terms of the
agreement, we will conduct all research activities through development candidate
selection for three pre-specified, undisclosed targets, which are not included
in our existing programs. Pfizer may opt in to exclusive, worldwide licenses to
each development candidate, after which it will be responsible for all
development activities, as well as potential regulatory approvals and
commercialization, for each such development candidate. We have a right to opt
in, at the end of Phase 1/2 clinical trials, upon the payment of an option
exercise fee, to a global co-development and co-commercialization agreement with
respect to one program licensed under the collaboration pursuant to which we and
Pfizer would share net profits as well as development and commercialization
costs in a 35%/65% ratio (Beam/Pfizer).

Apellis Pharmaceuticals


In June 2021, we entered into a research collaboration agreement with Apellis
Pharmaceuticals, Inc., or Apellis, focused on the use of certain of our base
editing technology to discover new treatments for complement system-driven
diseases. Under the terms of the agreement, we will conduct preclinical research
on up to six base editing programs that target specific genes within the
complement system in various organs, including the eye, liver, and brain.
Apellis has an exclusive option to license any or all of the six programs and
will assume responsibility for subsequent development. We may elect to enter
into a 50-50 U.S. co-development and co-commercialization agreement with Apellis
with respect to one program licensed under the collaboration.

Verve Therapeutics


In April 2019, we entered into a collaboration and license agreement, or the
Verve Agreement, with Verve Therapeutics, Inc., or Verve, a company focused on
gene editing for cardiovascular disease treatments. This collaboration allows us
to more fully realize the potential of base editing in treating cardiovascular
disease, a disease area outside of our core focus and where Verve has
significant expertise. Under the terms of the Verve Agreement, Verve received
exclusive worldwide licenses to use our base editing technology and certain gene
editing and delivery technologies for human therapeutic applications against
certain cardiovascular targets. In exchange, we received shares of Verve common
stock. Additionally, we are eligible to receive milestone payments for certain
clinical and regulatory events for licensed products, and we retain the option,
after the completion of Phase 1 clinical trials, to participate in future
development and commercialization, and share 50 percent of U.S. profits and
losses, for any licensed product directed against these targets.

In January 2021, Verve announced it had selected VERVE-101 as its lead product
to be developed initially for the treatment of heterozygous familial
hypercholesterolemia, or HeFH, a potentially fatal genetic heart disease.
Individuals with HeFH have a genetic mutation causing high LDL-C levels in the
blood. Over time, high LDL-C builds up in the heart's arteries, resulting in
reduced blood flow or blockage, and ultimately heart attack or stroke.
Inactivation of the proprotein convertase subtilisin/kexin type 9, or PCSK9,
gene has been shown to up-regulate LDL receptor expression, which leads to lower
LDL-C levels. By making a single A-to-G change in the DNA genetic sequence of
PCSK9, VERVE-101 aims to inactivate the target gene. In January 2021, Verve also
reported preclinical proof-of-concept data in NHPs that demonstrated the
successful use of ABEs to turn off PCSK9, and in January 2022, Verve announced
it expects to submit an IND application for VERVE-101 in the second half of
2022.

Institute of Molecular and Clinical Ophthalmology Basel

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In July 2020, we announced a research collaboration with the Institute of
Molecular and Clinical Ophthalmology Basel, or IOB. Founded in 2018 by a
consortium that includes Novartis, the University Hospital of Basel and the
University of Basel, IOB is a leader in basic and translational research aimed
at treating impaired vision and blindness. Clinical scientists at IOB have also
helped to develop better ways to measure how vision is impacted by Stargardt
disease.

Additionally, researchers at IOB have developed living models of the retina,
known as organoids, which can be used to test novel therapies. Under the terms
of the agreement with IOB, the parties will leverage IOB's unique expertise in
the field of ophthalmology along with our novel base editing technology to
advance programs directed to the treatment of certain ocular diseases, including
Stargardt disease.

Ex vivo collaborations

Sana Biotechnology

In October 2021, we entered into an option and license agreement, or the Sana
Agreement, with Sana Biotechnology, Inc., or Sana, pursuant to which we granted
Sana non-exclusive research and development and commercial rights to our CRISPR
Cas12b technology to perform nuclease editing for certain ex vivo engineered
cell therapy programs. Under the terms of the Sana Agreement, licensed products
include certain specified allogeneic T cell and stem cell-derived products
directed at specified genetic targets, with certain limited rights for Sana to
add and substitute such products and targets. The Sana Agreement excludes the
grant of any Beam-controlled rights to perform base editing.

Boston Children's Hospital


In July 2020, we entered into an alliance agreement, or the BCH Agreement, with
Boston Children's Hospital, or Boston Children's. Under the terms of the BCH
Agreement, we will identify and sponsor research programs to be performed at
Boston Children's, either solely by Boston Children's or by both Boston
Children's and us, to facilitate the development of certain disease-specific
therapies using our proprietary base editing technology. Boston Children's will
also serve as a clinical site to advance bench-to-bedside translation of our
pipeline across certain therapeutic areas of interest, including programs in
sickle cell disease and pediatric leukemias and exploration of new programs
targeting other diseases.

Magenta Therapeutics


In June 2020, we announced a non-exclusive research and clinical trial
collaboration agreement with Magenta Therapeutics Inc., or Magenta, to evaluate
the potential utility of MGTA-117, Magenta's novel targeted antibody-drug
conjugate, for conditioning of patients with sickle cell disease and
beta-thalassemia receiving our base editing therapies. Conditioning is a
critical component necessary to prepare a patient's body to receive the edited
cells, which carry the corrected gene and must engraft in the patient's bone
marrow in order to be effective. Today's conditioning regimens rely on
nonspecific chemotherapy or radiation, which are associated with significant
toxicities. MGTA-117 is designed to precisely target only hematopoietic stem and
progenitor cells, to spare immune cells, and has shown high selectivity, potent
efficacy, wide safety margins and broad tolerability in NHP models. MGTA-117 may
be capable of clearing space in bone marrow to support long-term engraftment and
rapid recovery in patients. Combining the precision of our base editing
technology with the more targeted conditioning regimen enabled by MGTA-117 has
the potential to further improve therapeutic outcomes for patients suffering
from these severe diseases.

Acquisitions

In February 2021, we acquired Guide Therapeutics, Inc., or Guide, for upfront
consideration in an aggregate amount of $120.0 million, excluding customary
purchase price adjustments, in shares of our common stock, based upon the
volume-weighted average price of the common stock over the ten trading-day
period ending on February 19, 2021. In addition, Guide's former stockholders and
optionholders are eligible to receive up to an additional $100.0 million in
technology milestone payments and $220.0 million in product milestone payments,
payable in our common stock.

COVID-19


With the ongoing concern related to the COVID-19 pandemic, we maintained our
business continuity plans to address and mitigate the impact of the COVID-19
pandemic on our business. We expect to continue incurring additional costs to
ensure we adhere to the guidelines instituted by the Centers for Disease Control
and to provide a safe working environment to our onsite employees.

The extent to which the COVID-19 pandemic impacts our business, our corporate
development objectives, results of operations and financial condition, including
the value of and market for our common stock, will depend on future developments
that are highly uncertain and cannot be predicted with confidence at this time,
such as the duration, scope and severity of the pandemic, the existence and
duration of any travel restrictions or business restrictions in the United
States and other countries, business closures and business disruptions, the
effectiveness of actions taken in the United States and other countries to
contain and treat the disease, periodic spikes in infection rates, new strains
of the virus that cause outbreaks of COVID-19, and the broad availability of
effective vaccines and therapeutics.

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Disruptions to the global economy and supply chain, disruption of global
healthcare systems, and other significant impacts of the COVID-19 pandemic could
have a material adverse effect on our business, financial condition, results of
operations and growth prospects.

While the COVID-19 pandemic did not significantly impact our business or results
of operations during the three months ended March 31, 2022, the length and
extent of the pandemic, its consequences, and containment efforts will determine
its future impact on our operations and financial condition.

Critical accounting policies and significant judgements and estimates


Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which we have
prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates,
judgments and assumptions that affect the reported amounts of assets,
liabilities, and expenses and the disclosure of contingent assets and
liabilities in our financial statements. We base our estimates on historical
experience, known trends and events and various other factors that we believe
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. We evaluate our estimates and
assumptions on an ongoing basis. Our actual results may differ from these
estimates under different assumptions or conditions.

Our critical accounting policies are those policies which require the most
significant judgments and estimates in the preparation of our condensed
consolidated financial statements. We have determined that our most critical
accounting policies are those relating to stock-based compensation, variable
interest entities, fair value measurements, and leases. There have been no
significant changes to our existing critical accounting policies and significant
accounting policies discussed in the 2021 Form 10-K.

Financial operations overview

General


We were founded in January 2017 and began operations in July 2017. Since our
inception, we have devoted substantially all of our resources to building our
base editing platform and advancing development of our portfolio of programs,
establishing and protecting our intellectual property, conducting research and
development activities, organizing and staffing our company, business planning,
raising capital and providing general and administrative support for these
operations. To date, we have financed our operations primarily through the sales
of our redeemable convertible preferred stock, proceeds from offerings of our
common stock and payments received under collaboration and license agreements.

We are an early-stage company, and all of our programs are at a preclinical or
early clinical stage of development. To date, we have not generated any revenue
from product sales and do not expect to generate revenue from the sale of
products for the foreseeable future. Our revenue to date has been primarily
derived from license and collaboration agreements with partners. Since inception
we have incurred significant operating losses. Our net losses for the three
months ended March 31, 2022 and 2021, were $69.2 million, and $201.6 million,
respectively. As of March 31, 2022, we had an accumulated deficit of $837.5
million. We expect to continue to incur significant expenses and increasing
operating losses in connection with ongoing development activities related to
our internal programs and collaborations as we continue our preclinical and
clinical development of product candidates; advance additional product
candidates toward clinical development; build and operate our cGMP facility in
North Carolina; further develop our base editing platform; continue to make
investments in delivery technology for our base editors, including the LNP
technology we acquired through our acquisition of Guide; conduct research
activities as we seek to discover and develop additional product candidates;
maintain, expand, enforce, defend and protect our intellectual property
portfolio; and continue to hire research and development, clinical, technical
operations and commercial personnel. In addition, we expect to continue to incur
the costs associated with operating as a public company.

As a result of these anticipated expenditures, we will need to raise additional
capital to support our continuing operations and pursue our growth strategy.
Until such time as we can generate significant revenue from product sales, if
ever, we expect to finance our operations through a combination of equity
offerings, debt financings, collaborations, strategic alliances, and licensing
arrangements. We may be unable to raise additional funds or enter into such
other agreements when needed on favorable terms or at all. Our inability to
raise capital as and when needed would have a negative impact on our financial
condition and our ability to pursue our business strategy. We can give no
assurance that we will be able to secure such additional sources of capital to
support our operations, or, if such capital is available to us, that such
additional capital will be sufficient to meet our needs for the short or long
term.

Revenue Recognition

In April 2019, we entered into a collaboration and license agreement, or the
Verve Agreement, with Verve Therapeutics, Inc., or Verve, a company focused on
gene editing for cardiovascular disease treatments. In June 2021, we entered
into a research collaboration agreement, or the Apellis Agreement, with Apellis
Pharmaceuticals, Inc., or Apellis, focused on the use of certain of our base
editing technology to discover new treatments for complement system-driven
diseases. In October 2021, we entered into an option and license agreement, or
the Sana Agreement, with Sana Biotechnology, Inc., or Sana, pursuant to which we
granted Sana

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non-exclusive research and development and commercial rights to our CRISPR
Cas12b technology to perform nuclease editing for certain ex vivo engineered
cell therapy programs. In December 2021, we entered into a research
collaboration agreement, or the Pfizer Agreement, with Pfizer Inc., or Pfizer,
focused on in vivo base editing programs for three targets for rare genetic
diseases of the liver, muscle and central nervous system.

We have not generated any revenue to date from product sales and do not expect
to do so in the near future. During the three months ended March 31, 2022 and
2021, we recognized $8.4 million and $6.0 thousand of revenue, respectively.

Research and development expenses

Research and development expenses consist of costs incurred in performing research and development activities, which include:

Expenses incurred in connection with investments in delivery technology for our
base editors, including the LNP technology we acquired through our acquisition
of Guide;

the cost to obtain licenses to intellectual property, such as those with Harvard
University, or Harvard, The Broad Institute, Inc., or Broad Institute, Editas
Medicine, Inc, or Editas, and Bio Palette Co., Ltd., or Bio Palette, and related
future payments should certain success, development and regulatory milestones be
achieved;

personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation for employees engaged in research and development functions;

expenses incurred in connection with the discovery and preclinical development
of our research programs, including under agreements with third parties, such as
consultants, contractors and contract research organizations;

expenses incurred in connection with the initiation of clinical trials, including contract research organization costs and costs related to study preparation;

expenses incurred in connection with regulatory filings;

expenses incurred in connection with the building of our base editing platform;

the cost of manufacturing materials for use in our preclinical studies, IND-enabling studies and clinical trials;

laboratory supplies and research materials; and

facilities, depreciation and other expenses which include direct and allocated expenses.


We expense research and development costs as incurred. Advance payments that we
make for goods or services to be received in the future for use in research and
development activities are recorded as prepaid expenses. The prepaid amounts are
expensed as the benefits are consumed.

In the early phases of development, our research and development costs are often
devoted to product platform and proof-of-concept preclinical studies that are
not necessarily allocable to a specific target.

We expect that our research and development expenses will increase substantially as we advance our programs through their planned preclinical and clinical development.

General and administrative expenses


General and administrative expenses consist primarily of salaries and other
related costs, including stock-based compensation, for personnel in our
executive, intellectual property, business development and administrative
functions. General and administrative expenses also include legal fees relating
to intellectual property and corporate matters, professional fees for
accounting, auditing, tax and consulting services, insurance costs, travel, and
direct and allocated facility related expenses and other operating costs.

We anticipate that our general and administrative expenses will increase in the
future to support our increased research and development activities. We also
expect to continue to incur costs associated with being a public company and
maintaining controls over financial reporting, including costs of accounting,
audit, legal, regulatory and tax-related services associated with maintaining
compliance with Nasdaq and SEC requirements, director and officer insurance
costs, and investor and public relations costs.

Other income and expenses

Other income and expenses consist of the following items:

Change in fair value of derivative liabilities consists primarily of remeasurement gains or losses associated with changes in success payment liabilities associated with our license agreement with Harvard, dated as of June 27, 2017, as amended, or the

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Harvard License Agreement, and the license agreement with The Broad Institute, as amended, dated as of May 9, 2018, or the Broad License Agreement.

Change in fair value of non-controlling equity investments consists of mark-to-market adjustments related to our investments in equity securities.

Change in fair value of contingent consideration liabilities consists of remeasurement of the fair market value of the technology and product contingent consideration liabilities related to the acquisition of Guide.

Interest and other income (expense), consists primarily of interest income as well as interest expense related to our equipment financings.

Results of operations

Comparison of the three months ended March 31, 2022 and 2021

The following table summarizes our results of operations (in thousands):


                                                    Three Months Ended 

March 31,

                                                     2022                 2021             Change
License and collaboration revenue               $        8,432       $             6     $    8,426
Operating expenses:
Research and development                                65,410               190,106       (124,696 )
General and administrative                              19,247                10,273          8,974
Total operating expenses                                84,657               200,379       (115,722 )
Loss from operations                                   (76,225 )            (200,373 )      124,148
Other income (expense):
Change in fair value of derivative
liabilities                                             13,600                (1,900 )       15,500
Change in fair value of non-controlling
equity investments                                      (7,685 )               1,039         (8,724 )
Change in fair value of contingent
consideration liabilities                                  452                  (305 )          757
Interest and other income (expense), net                   644                   (21 )          665
Total other income (expense)                             7,011                (1,187 )        8,198
Net loss                                        $      (69,214 )     $      (201,560 )   $  132,346

License and collaboration revenue

License and collaboration revenue was approximately $8.4 million and $6.0 thousand for the three months ended March 31, 2022 and 2021, respectively. License and collaboration revenue represents revenue recorded under the Pfizer, Apellis, and Verve Agreements.

Research and development expenses


Research and development expenses were $65.4 million and $190.1 million for the
three months ended March 31, 2022 and 2021, respectively. The decrease of $124.7
million was primarily due to the following:

A decrease of $155.0 million related to the write-off of in-process research and
development asset acquired from Guide during the three months ended March 31,
2022, as it was determined to be of no alternative future use.

An increase of $10.8 million in personnel-related costs and $3.0 million in
facility-related costs, including depreciation. These increases were due to the
growth in the number of research and development employees from 182 at March 31,
2021 to 321 at March 31, 2022, and their related activities, as well as the
expense allocated to research and development related to our leased facilities.

An increase of $8.1 million in stock-based compensation from additional stock option awards due to the increase in the number of research and development employees as well as an increase in the value of our common stock during 2021.

An increase of $4.6 million in lab supplies due to the movement of our lead programs into IND-enabling activities and continued investment in platform and discovery efforts.

An increase of $1.6 million in other expenses, primarily related to an increase in research and development specific software costs.

An increase of $1.5 million in outsourced services, driven by process
development spend and IND-enabling materials for BEAM-102, assay development and
qualification for mRNA and gRNA for BEAM-101 and BEAM-201, toxicology studies
related to BEAM-201 and initial clinical start-up activities for BEAM-101.

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An increase of $0.6 million in license expenses.


Research and development expenses are expected to continue to increase as we
initiate clinical trials for BEAM-101, continue IND-enabling studies for
BEAM-102 and BEAM-201, begin IND-enabling studies for BEAM-301, continue our
current research programs, initiate new research programs, continue the
preclinical and clinical development of our product candidates and conduct any
future preclinical studies and begin to enroll patients in and conduct clinical
trials for any of our product candidates.

General and administrative expenses


General and administrative expenses were $19.2 million and $10.3 million for the
three months ended March 31, 2022 and 2021, respectively. The increase of $9.0
million was primarily due to the following:

An increase of $5.2 million in stock-based compensation due to an increase in
the number of general and administrative employees, as well as an increase in
the value of our common stock during 2021.

An increase of $3.4 million in personnel related costs and $0.1 million in
facility-related costs, including depreciation, due to an increase in general
and administrative employees from 34 employees as of March 31, 2021 to 73
employees as of March 31, 2022, as well as the expense allocated to general and
administrative expenses related to our leased facilities.

An increase of $0.3 million in legal costs primarily due to legal fees incurred in connection with business development activities.

An increase of $0.2 million in insurance costs due to higher premiums attributable to the Company's directors and officers insurance policy and insurance costs related to our acquisition of Guide in 2021.

A decrease of $0.2 million of other expenses primarily related to a decrease in software costs.

Change in fair value of derivative liabilities


During the three months ended March 31, 2022, we recorded $13.6 million of other
income related to the change in fair value of success payment liabilities due to
a decrease in the price of our common stock for the three months ended March 31,
2022. During the three months ended March 31, 2021, we recorded $1.9 million of
other expense due to an increase in the price of our common stock for the three
months ended March 31, 2021. A portion of the success payment obligations were
paid in June 2021; the remaining success payment obligations are still
outstanding as of March 31, 2022 and will continue to be revalued at each
reporting period.

Change in fair value of non-controlling equity investments


During the three months ended March 31, 2022 and 2021, we recorded $7.7 million
of other expense and $1.0 million of other income, respectively, as a result of
changes in the value of our investment in Verve's common stock.

Change in contingent consideration liabilities


During the three months ended March 31, 2022 and 2021, we recorded $0.5 million
of other income and $0.3 million of other expense, respectively, related to the
change in fair value of the Guide technology and product contingent
consideration liabilities. These changes are a result of an update in project
timelines and the expected probability of achievement of the milestones.

Interest and other income (expense), net

Interest and other income (expense), net was $0.6 million for the three months ended March 31, 2022 as compared to $21.0 thousand of expense for the three months ended March 31, 2021. The increase was primarily due to increases in interest income driven by increased market rates and growth of our portfolio.

Liquidity and capital resources


Since our inception in January 2017, we have not generated any revenue from
product sales, have generated only limited license and collaboration revenue
from our license and collaboration agreements, and have incurred significant
operating losses and negative cash flows from our operations. We expect to incur
significant expenses and operating losses for the foreseeable future as we
advance the preclinical and the clinical development of our product candidates.

To date, we have funded our operations primarily through equity offerings. In
January 2021, we issued and sold 2,795,700 shares of our common stock in a
private placement at an offering price of $93.00 per share for aggregate gross
proceeds of $260.0 million. We received $252.0 million in net proceeds after
deducting offering expenses payable by us. To date, we have funded our
operations primarily through equity offerings.

In April 2021, we filed a universal shelf registration statement on Form S-3
with the SEC, or the 2021 Shelf, to register for sale an indeterminate amount of
our common stock, preferred stock, debt securities, warrants and/or units in one
or more offerings, which became effective upon filing with the SEC (File No.
333-254946).

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In April 2021, we entered into an at the market, or ATM, sales agreement, or the
Sales Agreement, with Jefferies LLC, or Jefferies, pursuant to which we were
entitled to offer and sell, from time to time at prevailing market prices,
shares of our common stock having aggregate gross proceeds of up to $300.0
million. We agreed to pay Jefferies a commission of up to 3.0% of the aggregate
gross sale proceeds of any shares sold by Jefferies under the Sales Agreement.
Between April and July 2021, we sold 2,908,009 shares of our common stock under
the Sales Agreement at an average price of $103.16 per share for aggregate gross
proceeds of $300.0 million, before deducting commissions and offering expenses
payable by us.

In July 2021, we and Jefferies entered into an amendment to the Sales Agreement
to provide for an increase in the aggregate offering amount under the Sales
Agreement, such that as of July 7, 2021, we may offer and sell shares of common
stock having an aggregate offering price of an additional $500.0 million. As of
March 31, 2022, we have sold 2,873,956 additional shares of our common stock
under the amended Sales Agreement at an average price of $92.71 per share for
aggregate gross proceeds of $266.5 million, before deducting commissions and
offering expenses payable by us.

In December 2021, we entered into the Pfizer Agreement, which is focused on in
vivo base editing programs for three targets for rare genetic diseases of the
liver, muscle and central nervous system. Under the terms of the Pfizer
Agreement, we will conduct all research activities through development candidate
selection for three undisclosed targets, which are not included in our existing
programs. Pursuant to the Pfizer Agreement, we received an upfront payment of
$300.0 million in January 2022.

As of March 31, 2022, we had $1.2 billion in cash, cash equivalents, and marketable securities.


We are required to make success payments to Harvard and Broad Institute based on
increases in the per share fair market value of our Series A-1 Preferred Stock
and Series A-2 Preferred Stock or, subsequent to our IPO, our common stock. The
amounts due may be settled in cash or shares of our common stock, at our
discretion. In May 2021, the first success payment measurements occurred and
success payments to Harvard and Broad Institute were calculated to be $15.0
million and $15.0 million, respectively. We elected to make each payment in
shares of our common stock and issued 174,825 shares to each of Harvard and
Broad Institute to settle these liabilities in June 2021. We may additionally
owe Harvard and Broad Institute success payments of up to an additional $90.0
million each.

We have not yet commercialized any of our product candidates, and we do not
expect to generate revenue from the sale of our product candidates for the
foreseeable future. We anticipate that we may need to raise additional capital
in order to continue to fund our research and development, including our planned
preclinical studies and clinical trials, building, maintaining and operating a
commercial-scale cGMP manufacturing facility, and new product development, as
well as to fund our general operations. As necessary, we will seek to raise
additional capital through various potential sources, such as equity and debt
financings or through corporate collaboration and license agreements. We can
give no assurances that we will be able to secure such additional sources of
capital to support our operations, or, if such funds are available to us, that
such additional financing will be sufficient to meet our needs.

Cash flows

The following table summarizes our sources and uses of cash (in thousands):


                                                              Three Months 

Ended March 31,

                                                                2022        

2021

Net cash provided by (used in) operating activities $ 218,490

      $     (38,578 )
Net cash used in investing activities                             (537,339 )          (279,626 )
Net cash provided by financing activities                           55,676             253,274

Net change in cash, cash equivalents and restricted cash $ (263,173 ) $ (64,930 )



Operating activities

Net cash provided by operating activities for the three months ended March 31,
2022 was $218.5 million, consisting primarily of the collection of collaboration
receivables of $300.0 million related to the Pfizer Agreement and an increase in
other long-term liabilities of $8.3 million, in addition to noncash items
consisting primarily of stock-based compensation expense of $18.0 million, a
decrease in the fair value of a non-controlling equity investment of $7.7
million, depreciation and amortization expense of $3.3 million and a change in
operating lease ROU assets of $2.0 million. These sources of cash were partially
offset by our net loss of $69.2 million, decreases in accrued expenses and other
liabilities of $16.5 million, deferred revenue of $8.4 million, operating lease
liabilities of $1.8 million and accounts payable of $1.3 million, and an
increase in prepaid expenses and other current assets of $9.2 million, as well
as noncash items including decreases in the fair value of derivative liabilities
of $13.6 million and in the fair value of contingent consideration liabilities
of $0.5 million as well as amortization of investment premiums of $0.4 million.

Net cash used in operating activities for the three months ended March 31, 2021
was $38.6 million, consisting primarily of our net loss of $201.6 million, a
decrease in accrued expenses and other liabilities of $4.5 million, an increase
in prepaid expenses and other current assets of $2.4 million, a decrease in
accounts payable of $0.7 million and other non-cash items of $1.0 million;
offset by a change in operating lease liabilities of $6.1 million, and noncash
expenses consisting primarily of in-process research and development expense of
$155.0 million related to our acquisition of Guide, stock-based compensation
expense of $4.6 million, change

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in operating lease ROU assets of $2.4 million, change in fair value of derivative liabilities of $1.9 million, depreciation and amortization expense of $1.4 million and change in contingent consideration liabilities of $0.3 million.

Investing activities

For the three months ended March 31, 2022, cash used in investing activities was primarily the net purchases of marketable securities of $530.1 million, and purchases of property and equipment of $7.3 million.


For the three months ended March 31, 2021, cash used in investing activities was
primarily the net purchases of marketable securities of $268.8 million, and
purchases of property and equipment of $11.5 million. We also received $0.6
million in cash from our acquisition of Guide, after the payment of acquisition
costs.

Financing activities

Net cash provided by financing activities for the three months ended March 31,
2022 consisted primarily of proceeds from equity offerings of $54.0 million,
$1.4 million of proceeds from the issuance of common stock under benefit plans,
and proceeds from the exercise of stock options of $0.8 million, offset in part
by repayments of equipment financing liabilities of $0.6 million.

Net cash provided by financing activities for the three months ended March 31,
2021 consisted primarily of proceeds from our private placement offering of
$260.0 million and proceeds from the exercise of stock options of $1.8 million,
offset in part by the payment of equity offering costs of $8.0 million and
repayments of equipment financing liabilities of $0.5 million.

Funding requirements

Our operating expenses are expected to increase substantially as we continue to advance our portfolio of programs.

Specifically, our expenses will increase if and as we:

initiate clinical trials of our product candidates, including our BEACON-101 trial;

continue our research programs and our preclinical development of product candidates from our research programs;

seek to identify additional research programs and additional product candidates;

initiate preclinical studies and clinical trials for additional product candidates we identify and develop;

maintain, expand, enforce, defend, and protect our intellectual property portfolio and provide reimbursement of third-party expenses related to our patent portfolio;

seek marketing approvals for any of our product candidates that successfully complete clinical trials;

establish a sales, marketing, and distribution infrastructure to commercialize any medicines for which we may obtain marketing approval';

further develop our base editing platform;

further develop delivery technology for our base editors, including the LNP technology we acquired through our acquisition of Guide;

continue to hire additional personnel including research and development, clinical and commercial personnel;

add operational, financial, and management information systems and personnel, including personnel to support our product development;

acquire or in-license products, intellectual property, medicines and technologies; and

build, maintain, and operate a commercial-scale cGMP manufacturing facility.


We expect that our cash, cash equivalents and marketable securities at March 31,
2022 will enable us to fund our current and planned operating expenses and
capital expenditures for at least the twelve calendar months beginning March 31,
2022 and beyond such twelve-month period. We have based these estimates on
assumptions that may prove to be imprecise, and we may exhaust our available
capital resources sooner that we currently expect. Because of the numerous risks
and uncertainties associated with the development our programs, we are unable to
estimate the amounts of increased capital outlays and operating expenses
associated with completing the research and development of our product
candidates.

Our future funding requirements will depend on many factors including:

the cost of continuing to build our base editing platform;

the costs of acquiring licenses for the delivery modalities that will be used with our product candidates;

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the scope, progress, results, and costs of discovery, preclinical development,
laboratory testing, manufacturing and clinical trials for the product candidates
we may develop;

the costs of preparing, filing, and prosecuting patent applications, maintaining
and enforcing our intellectual property and proprietary rights, and defending
intellectual property-related claims;

the costs, timing, and outcome of regulatory review of the product candidates we develop;

the costs of future activities, including product sales, medical affairs, marketing, manufacturing, distribution, coverage and reimbursement for any product candidates for which we receive regulatory approval;

the success of our license agreements and our collaborations;

our ability to establish and maintain additional collaborations on favorable terms, if at all;

the achievement of milestones or occurrence of other developments that trigger
payments under any collaboration agreements we are a party to or may become a
party to;

the payment of success liabilities to Harvard and Broad Institute pursuant to
the respective terms of the Harvard License Agreement and the Broad Institute
License Agreement, should we choose to pay in cash;

the extent to which we acquire or in-license products, intellectual property, and technologies;

the costs of obtaining, building, operating and expanding our manufacturing capacity; and;

the impacts of the COVID-19 pandemic and our response to it.


A change in the outcome of any of these or other variables with respect to the
development of any of our product candidates could significantly change the
costs and timing associated with the development of that product candidate.
Further, our operating plans may change in the future, and we may need
additional funds to meet operational needs and capital requirements associated
with such operating plans.

Until such time, if ever, as we can generate substantial product revenues, we
expect to finance our cash needs through a combination of equity offerings, debt
financings, collaborations, strategic alliances, and licensing arrangements. We
do not have any committed external source of capital. We have historically
relied on equity issuances to fund our capital needs and will likely rely on
equity issuances in the future. Debt financing, if available, may involve
agreements that include covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital
expenditures, or declaring dividends.

If we raise capital through additional collaborations, strategic alliances, or
licensing arrangements with third parties, we may have to relinquish valuable
rights to our technologies, future revenue streams, research programs, or
product candidates, or we may have to grant licenses on terms that may not be
favorable to us. If we are unable to raise additional capital through equity or
debt financings when needed, we may be required to delay, limit, reduce, or
terminate our product development or, if approved, future commercialization
efforts or grant rights to develop and market product candidates that we would
otherwise prefer to develop and market ourselves. We can give no assurance that
we will be able to secure such additional sources of funds to support our
operations, or, if such funds are available to us, that such additional funding
will be sufficient to meet our needs.

Contractual obligations


We enter into contracts in the normal course of business with contract research
organizations and other vendors to assist in the performance of our research and
development activities and other services and products for operating purposes.
These contracts generally provide for termination on notice, and therefore are
cancelable contracts and not included in our calculations of contractual
obligations and commitments. During the three months ended March 31, 2022, there
were no material changes to our contractual obligations and commitments
described under Management's Discussion and Analysis of Financial Condition and
Results of Operations in the 2021 Form 10-K.

© Edgar Online, source Glimpses

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