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

5/7/25 4:16:20 PM ET

Biotechnology: Pharmaceutical Preparations

Health Care

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tsvt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2025


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

For the transition period from _________ to ________

Commission file number 001-40791

2seventy bio, Inc.

(Exact name of registrant as specified in its charter)


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

(617) 675-7270

(Registrant's telephone number, including area code)

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

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


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

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

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

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


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

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

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

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

TABLE OF CONTENTS


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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

•sourcing supplies for the materials used to manufacture Abecma;

•the safety profile and related adverse events of Abecma;

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

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

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

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

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

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

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

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

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

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

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

•trends and challenges in our current and potential markets.

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

2seventy bio, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except par value amounts)


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

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(unaudited)

(in thousands, except per share data)


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

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(in thousands)


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


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

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


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

See accompanying notes to unaudited condensed consolidated financial statements.

2seventy bio, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of the business

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

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

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

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

Going concern

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

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

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

2. Summary of significant accounting policies and basis of presentation

Significant accounting policies

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

Basis of presentation

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

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

Use of estimates

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

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

New accounting pronouncements

To be adopted in future periods

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

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

3. BMS Merger Agreement

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

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

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

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

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

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

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

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

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

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

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

4. Asset purchase agreements

Regeneron Asset Purchase Agreement

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

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

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

Novo Asset Purchase Agreement

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

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

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

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

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

5. Marketable securities

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


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

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

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


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

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

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


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

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


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

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

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

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

6. Fair value measurements

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


	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
March 31, 2025
Assets:
Cash and cash equivalents	$	92,356	$	92,356	$	—	$	—
Marketable securities:
U.S. government agency securities and treasuries	58,069		—		58,069		—
Corporate bonds	2,004		—		2,004		—
Commercial paper	20,933		—		20,933		—
Restricted cash and cash equivalents	9,663		9,663		—		—
Restricted investments	26,329		—		26,329		—
Total assets	$	209,354	$	102,019	$	107,335	$	—
December 31, 2024
Assets:
Cash and cash equivalents	$	71,244	$	71,244	$	—	$	—
Marketable securities:
U.S. government agency securities and treasuries	67,764		—		67,764		—
Corporate bonds	2,010		—		2,010		—
Commercial paper	42,603		—		42,603		—
Restricted cash and cash equivalents	1,621		1,621		—
Restricted investments	33,864		—		33,864		—
Total assets	$	219,106	$	72,865	$	146,241	$	—
Liabilities:
Contingent consideration	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	—	$	—	$	—

Contingent consideration

In connection with bluebird bio's prior acquisition of Precision Genome Engineering, Inc. (“Pregenen”) in 2014, the Company may be required to pay future consideration that is contingent upon the achievement of certain commercial milestone events. Contingent consideration is measured at fair value and is based on significant unobservable inputs, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the condensed consolidated statements of operations and comprehensive income (loss). In the absence of new information related to the probability of milestone achievement, changes in fair value will reflect changing discount rates and the passage of time. As of March 31, 2025 and December 31, 2024, the Company determined the probability of milestone achievement to be zero and as a result reduced the fair value of contingent

consideration included in other non-current liabilities on the condensed consolidated balance sheets is zero for both periods. Please refer to Note 10, Commitments and contingencies, for further information.

7. Property, plant and equipment, net

Property, plant and equipment, net, consists of the following (in thousands):


	As of March 31, 2025		As of December 31, 2024
Computer equipment and software	$	4,965	$	4,965
Office equipment	6,330		6,330
Laboratory equipment	4,162		4,162
Leasehold improvements	48,340		48,340
Total property, plant and equipment	63,797		63,797
Less accumulated depreciation and amortization	(31,498)		(30,038)
Property, plant and equipment, net	$	32,299	$	33,759

8. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of March 31, 2025		As of December 31, 2024
Collaboration costs	$	9,378	$	9,378
Professional fees	2,551		174
Employee compensation, including severance for restructuring	2,420		4,796
Royalties	2,329		5,720
Clinical and contract research organization costs	325		458
Other	2,457		2,146
Total accrued expenses and other current liabilities	$	19,460	$	22,672

The increase in accrued professional fees is attributable to costs incurred related to the BMS Merger Agreement. The decrease in accrued employee compensation was primarily driven by the timing of the 2024 annual bonus payout, which occurred in February 2025. Additionally, the decrease in accrued royalties is due to higher royalty tiers applied at the end of 2024 based on year-to-date Abecma net sales compared to lower tiers applied at the beginning of 2025.

9. Leases

The Company leases certain office and laboratory space, primarily located in Cambridge, Massachusetts and Seattle, Washington, which was assigned to it in connection with its separation from bluebird bio. The lease at 60 Binney Street, Cambridge, Massachusetts for 253,108 square feet (the “Prime Lease”) was previously entered into by bluebird bio with ARE-MA Region No. 40, LLC on September 21, 2015. The lease at 188 East Blaine Street in Seattle, Washington for 36,126 square feet was previously entered into by bluebird bio on July 18, 2018.

In connection with the Regeneron Transaction, Regeneron agreed to fully sublease the Company’s facilities in Seattle, Washington and sublease a portion of the Company’s facilities in Cambridge, Massachusetts. As part of the sublease agreement with Regeneron (the “Subtenant”), the Company agreed to sublease to Regeneron approximately 159,106 square feet of space in Cambridge and approximately 36,126 square feet of space in Seattle. The Company remains the primary obligor of the leases. In each case, the monthly base rent for the sublease is equal to the rate per square foot paid by the Company, which is subject to annual rent increases.

For the Prime Lease, in addition to base rent, the Subtenant is responsible for its allocated share of costs incurred and expenditures made by the Company in the operation and management of the subleased space. The Subtenant has agreed to pay its proportionate share (63%) of all operating expenses, taxes, insurance, utilities storage, parking fees and all other additional rent payable by the Company under the Prime Lease.

Sublease income from Regeneron will cover a majority of the Company’s future minimum lease commitments through 2027. Total sublease income for the three months ended March 31, 2025 and 2024 related to the sublease of the Prime Lease was approximately $4.9 million and $0.0 million, respectively. Total sublease income for the three months ended March 31, 2025 and 2024 related to the sublease of the Seattle lease was approximately $0.6 million and $0.0 million, respectively, which covers all of the Company’s costs for the Seattle facility. This income is netted against the Company’s rent expense, which is included within operating expenses, in the condensed consolidated statements of operations and comprehensive income (loss).

10. Commitments and contingencies

Contingent consideration related to business combination

On June 30, 2014, bluebird bio acquired Pregenen. All assets, liabilities and future obligations related to the Pregenen acquisition, including the resulting goodwill and contingent consideration, were assumed by the Company in connection with the separation from bluebird bio. The Company may be required to make up to $99.9 million in contingent cash payments to the former equity holders of Pregenen upon the achievement of certain commercial milestones related to the Pregenen technology. In accordance with accounting guidance for business combinations, contingent consideration liabilities are required to be recognized on the condensed consolidated balance sheets at fair value. Estimating the fair value of contingent consideration requires the use of significant assumptions primarily relating to probabilities of successful achievement of certain clinical and commercial milestones, the expected timing in which these milestones will be achieved and discount rates. The use of different assumptions could result in materially different estimates of fair value. As of March 31, 2025 and December 31, 2024, the Company determined the probability of milestone achievement to be zero and as a result the fair value of contingent consideration included in other non-current liabilities on the condensed consolidated balance sheets is zero for both periods.

Other funding commitments

Certain agreements that were assigned by bluebird bio to the Company in connection with the separation relate principally to licensed technology and may require future payments relating to milestones that may be met in subsequent periods or royalties on future sales of specified products. Additionally, to the extent an agreement relating to licensed technology was not assigned to the Company, bluebird bio entered into a sublicense with the Company, which may require the Company to make future milestone and/or royalty payments. Please refer to Note 11, Collaborative arrangements and strategic partnerships, for further information on the BMS, Regeneron, and Novo Nordisk A/S agreements.

Based on the Company's development plans as of March 31, 2025, the Company may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products. Payments under these agreements generally become due and payable upon achievement of such milestones or sales. When the achievement of these milestones or sales has not occurred, such contingencies are not

recorded in the Company’s condensed consolidated financial statements. As further discussed in Note 11, Collaborative arrangements and strategic partnerships, BMS assumed responsibility for amounts due to licensors as a result of any future ex-U.S. sales of Abecma.

Other purchase commitments

Additionally, 2seventy bio was party to various contracts with contract research organizations and contract manufacturers that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. The majority of these contracts were assumed by Regeneron upon or after closing of the Regeneron Transaction. As a result, no purchase commitments remain as of March 31, 2025.

Contingent liabilities

As of March 31, 2025, the Company has recorded a contingent liability under its collaboration with BMS related to a charge to write-down excess vector inventory used in the manufacture of Abecma. As of the date of this report, there is uncertainty around the final amount of the write-down charge the Company will owe to BMS as the parties are not aligned on the portion of the charge attributed to the U.S. under the collaboration arrangement. As such, the Company has determined there to be a range of possible unfavorable outcomes with a low end of $11.8 million and a high end of $26.3 million. In accordance with ASC 450, Contingencies, as no amount within the range of loss is a better estimate than any other amount, the Company has accrued for the minimum amount in the range, which is included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. As noted in Note 3, BMS Merger Agreement, on March 10, 2025, the Company and BMS entered into an agreement and plan of merger pursuant to which BMS will acquire all the issued and outstanding shares of common stock of the Company. This transaction is expected to close in the second quarter of 2025. Upon close, the contingent liability recorded above will no longer be relevant as the Company will become a wholly owned subsidiary of BMS.

Litigation

From time to time, the Company expects to be party to various claims and complaints arising in the ordinary course of business. However, the Company is not currently a party to any litigation or legal proceedings that, in the opinion of its management, are probable of having a material adverse effect on its business. The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners. In addition, pursuant to the separation agreement with bluebird bio, the Company indemnifies, holds harmless, and agrees to reimburse bluebird bio for its indemnification obligations with respect to the Company’s business partners, relating to the Company’s business or arising out of the Company’s activities, in the past or to be conducted in the future. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Management does not believe that any ultimate liability resulting from any of these claims will have a material adverse effect on its results of operations, financial position, or liquidity. However, management cannot give any assurance regarding the ultimate outcome of any claims, and their resolution could be material to operating results for any particular period.

The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and by-laws and indemnification agreements entered into with each of its directors and officers. The term of the indemnification period will last as long as a director or officer may be subject to any proceeding arising out of acts or omissions of such director or officer in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company holds director and officer liability insurance.

11. Collaborative arrangements and strategic partnerships

To date, the Company’s service and collaborative arrangement revenue has been primarily generated from collaboration arrangements with BMS, Regeneron, and Novo, each as further described below. Concurrent with the closings of the Regeneron Transaction and the Novo Transaction, the Regeneron Collaboration Agreement and the Novo Collaboration Agreement were terminated (respectively) with certain provisions surviving, as further described below.

Bristol-Myers Squibb

The Company and BMS are party to the BMS Collaboration Agreement, several amendments to the BMS Collaboration Agreement, license agreements, and the Ide-cel CCPS.

Abecma

Under the collaboration agreement with BMS, the Company shares equally in the profit and loss related to the development and commercialization of ide-cel in the United States (marketed as Abecma). If the Company were to choose to terminate its existing agreement with BMS, it would be entitled to a mid-single digit to low teens royalty based on a percentage of net sales of Abecma in the United States with 90 days’ notice. The Company has no remaining financial rights with respect to the development or commercialization of ide-cel outside of the United States. The Company accounts for its collaborative arrangement efforts with BMS in the United States within the scope of ASC 808 given that both parties are active participants in the activities and both parties are exposed to significant risks and rewards dependent on the commercial success of the activities. The calculation of collaborative activity to be recognized for joint Abecma efforts in the United States is performed on a quarterly basis and is independent of previous quarterly activity. This may result in fluctuations between revenue and expense recognition period over period, depending on the varying extent of effort performed by each party during the period. The Company recognizes revenue related to the combined unit of accounting for the ex-U.S. license and lentiviral vector manufacturing services under Topic 606.

Ide-cel U.S. Share of Collaboration Profit or Loss

The U.S. commercial and development activities under the First Amendment to the Amended and Restated Co-Development, Co-Promote and Profit Share Agreement (the “Amended Ide-Cel CCPS”) are within the scope of ASC 808. On a quarterly basis, the Company determines its share of collaboration profit or loss for commercial activities (i.e. commercial sales of Abecma by BMS). The Company’s share of any collaboration profit for commercial activities is recognized as collaborative arrangement revenue and its share of any collaboration loss for commercial activity is recognized as an operating expense and classified as share of collaboration loss on the Company's condensed consolidated statement of operations and comprehensive income (loss).

The Company is also responsible for equally sharing in the ongoing ide-cel research and development activities being conducted by BMS in the United States. The net amount owed to BMS for research and development activities determined on a quarterly basis is classified as research and development expense on the statements of operations and comprehensive income (loss). If BMS is obligated to reimburse the Company because the Company’s research and development costs exceeds BMS’ research and development costs in a particular quarterly period, the net amount is recorded as collaborative arrangement revenue.

The following tables summarize the components utilized in the Company’s quarterly calculation of collaborative arrangement revenue or share of collaboration loss under the BMS collaboration arrangement for the three months ended March 31, 2025 and 2024 (in thousands). The amounts reported for these periods represent the Company’s share of BMS’ Abecma product revenue, cost of goods sold, and selling costs, along with reimbursement by BMS of commercial costs incurred by the Company, and exclude expenses related to ongoing development, which are separately reflected in the consolidated statements of operations and comprehensive income (loss) as described below.


	For the three months ended
Abecma U.S. Collaboration Profit/Loss Share	March 31, 2025		March 31, 2024
2seventy's share of profits (losses), net of 2seventy's share of BMS costs for commercial activities	$	18,138	$	(1,975)
Reimbursement from BMS for 2seventy costs of commercial manufacturing and commercial activities	1,006		745
Collaborative arrangement revenue (1)	$	19,144	$	—
Share of collaboration loss (1)	$	—	$	(1,230)

(1)As noted above, the calculation is performed on a quarterly basis and consists of 2seventy's share of profits, net of 2seventy's share of BMS costs for commercial activities, offset by reimbursement from BMS for 2seventy commercial activities. The calculation is independent of previous activity, which may result in fluctuations between revenue and expense recognition period over period.

The following tables summarize the amounts associated with the research activities under the collaboration included in research and development expense or recognized as collaborative arrangement revenue for the three months ended March 31, 2025 and 2024 (in thousands):


	For the three months ended
Abecma U.S. Collaboration Net R&D Expenses	March 31, 2025		March 31, 2024
2seventy's obligation for its share of BMS research and development expenses	$	(5,562)	$	(6,963)
Reimbursement from BMS for 2seventy research and development expenses	—		224
Net R&D expense (1)	$	(5,562)	$	(6,739)

(1)As noted above, the calculation is performed on a quarterly basis and consists of 2seventy bio's obligation for its share of BMS research and development expenses, offset by reimbursement from BMS for 2seventy bio’s research and development expenses.

Ide-cel ex-U.S. Service Revenue

The Company accounts for any ex-U.S. activities under the Amended Ide-cel CCPS pursuant to ASC 606. The following table summarizes the revenue recognized related to ide-cel ex-U.S. activities for the three months ended March 31, 2025 and 2024 (in thousands). These amounts are reflected in service revenue in the consolidated statements of operations and comprehensive income (loss):


	For the three months ended March 31,
	2025		2024
ASC 606 ide-cel license and manufacturing revenue – ex-U.S. (included as a component of service revenue) (1)	$	3,773	$	2,201

(1)These amounts include reimbursements from BMS to the Company for the Company’s ex-U.S. quality and other manufacturing costs associated with the manufacture of Abecma inventory.

Excess inventory write-off

On a quarterly basis, the Company and BMS perform an analysis of Abecma vector inventory on-hand and determined it was necessary to write-down excess vector inventory expected to expire prior to being used in the

production of Abecma. This determination required estimation by management and BMS of future expected inventory requirements based on sales forecasts, as well as anticipated expiration dates based on current and projected stability data. If actual market conditions are less favorable than those projected by management and BMS, additional inventory write-downs may be required.

As noted in Note 10, Commitments and contingencies, there is uncertainty around the final amount of the inventory write-down charges the Company will owe to BMS as the parties disagree on the portion of the charge attributed to the U.S. under the collaboration arrangement. Refer to Note 10 for additional details. The Company recorded the $11.8 million contingent liability in the fourth quarter of 2024, as part of the Company’s share of collaboration loss for the period. No additional write-down charge was recorded for the three months ended March 31, 2025.

Regeneron

Upon closing of the Regeneron Transaction, on April 1, 2024, the Regeneron Collaboration Agreement described below was terminated. Please refer to Note 4, Asset Purchase Agreements for further information regarding the accounting treatment for the termination.

Regeneron Collaboration Agreement

In August 2018, bluebird bio entered into a Collaboration Agreement (the “Regeneron Collaboration Agreement”) with Regeneron pursuant to which the parties will apply their respective technology platforms to the discovery, development, and commercialization of novel immune cell therapies for cancer. For additional information on the historical terms of this agreement, refer to the Company’s 2024 and 2023 Annual Reports on 10-K.

First Amendment to the Regeneron Collaboration Agreement

In January 2023, 2seventy bio and Regeneron announced an amendment to the Regeneron Collaboration Agreement (the “Amendment”), to amend and extend their current agreement, applying their respective technology platforms to the discovery, development and commercialization of novel immune cell therapies for cancer. Under the Amendment, the parties identified four research targets to advance the next stage of research therapies. The parties continued sharing costs for these activities in a manner largely consistent with the existing agreement, with Regeneron covering 75% of eligible late-stage research costs to study combinations and 100% of the costs for the arms of clinical studies that included Regeneron agents through regulatory approval of two of the four targets. For other programs, cost-sharing followed the existing 50/50 cost sharing agreement.

Additionally, Regeneron was to make one-time milestone payments for each of the first Clinical Candidate directed to MUC-16 and the first Clinical Candidate directed to a selected early stage research target to achieve the applicable milestones. Clinical Candidate milestone events and payments included:

•$2.0 million payment from Regeneron for Development Candidate Nomination;

•$3.0 million payment from Regeneron for IND Acceptance; and

•$5.0 million payment from Regeneron for the earlier of (i) last patient dosed with a Monotherapy Regimen and (ii) dosing of the 10th patient in a Clinical Trial included in an Approved Research/ Development Plan.

The Development Candidate Nomination for MUC-16 occurred and the corresponding milestone payment became due in the first quarter of 2024 upon the achievement of the Clinical Candidate milestone event (IND Acceptance) for MUC-16. The first milestone for MUC-16 was reduced to $1.0 million, in accordance with the terms of the first amendment, and the Company was paid a total of $4.0 million for the first two milestones related to MUC-16 during the year-ended December 31, 2024. This milestone payment is discussed further below.

Regeneron Share Purchase Agreements

A Share Purchase Agreement (“SPA”) was entered into by bluebird bio and Regeneron in August 2018. In August 2018, on the closing date of the transaction, bluebird bio issued to Regeneron 0.4 million shares of bluebird bio’s common stock, subject to certain restrictions, for $238.10 per share, or $100.0 million in the aggregate. Following the spin-off, Regeneron held approximately 0.1 million shares of 2seventy bio’s common stock, subject to certain restrictions. The purchase price represents $63.0 million worth of common stock plus a $37.0 million premium, which represents a collaboration research advancement, or credit to be applied to Regeneron’s initial 50 percent funding obligation for collaboration research, after which the collaborators will continue to fund ongoing research equally. The collaboration research advancement only applies to pre-IND research activities and is not refundable or creditable against post-IND research activities for any programs where Regeneron exercises its opt-in rights.

In connection with the Amendment, the Company entered into a SPA with Regeneron pursuant to which the Company sold 1.1 million shares of its common stock, subject to certain restrictions, for $17.94 per share, to Regeneron for an aggregate cash price of approximately $20.0 million. The purchase price represents $9.9 million worth of common stock plus a $10.1 million premium, which represents deferred revenue.

Accounting analysis

Refer to the Company’s previously filed Annual Reports on Form 10-K for further discussion on accounting analysis and conclusions reached related to the 2018 Regeneron Collaboration Agreement.

At the commencement of the Amendment, the Company identified two units of accounting, including the issuance of 1.1 million shares of 2seventy bio common stock and joint research activities under the amended agreement. The Company determined the total transaction price to be $20.0 million, which comprises $9.9 million of 2seventy bio equity sold to Regeneron and $10.1 million attributed to joint research activities. In determining the fair value of 2seventy bio common stock at closing, the Company considered the closing price of 2seventy bio common stock on the closing date of the transaction and included a lack of marketability discount because Regeneron received shares subject to certain restrictions.

Consistent with the original Regeneron Collaboration Agreement, the Company assessed whether the joint research activities under the Amendment fell within the scope of ASC 808 and will reassess this throughout the life of the arrangement based on changes in the roles and responsibilities of the parties. Based on the terms of the amended arrangement as outlined above, for the collaboration research performed prior to submission of an IND application for a potential gene therapy product, both parties continue to be active participants in the collaboration. Both parties continue to perform research and development activities and will share in these costs through IND submission. Additionally, Regeneron and the Company continue to be exposed to significant risks and rewards dependent on the commercial success of any product candidates that may result from the collaboration. As such, the collaboration arrangement is deemed to be within the scope of ASC 808. The Company continues to apply ASC 606 by analogy to determine the measurement and recognition of the consideration received from Regeneron.

The Company analogized to the contract modification guidance in ASC 606 to account for the scope and pricing changes contained in the Amendment. The Company concluded the four targets outlined in the joint research activities within the Amendment are now four distinct performance obligations. Based on this, the Company treated the modification as a termination of the existing contract and a creation of a new contract. The remaining premium of $1.1 million that had not been recognized as of December 31, 2022 was allocated with the $10.1 million premium attributed to joint research activities from the Amendment, for a total of $11.2 million. This amount is recognized through the filing of IND for each individual target, allocated among the four distinct performance obligations based on the stand-alone selling price of each target performance obligation. Future milestones continue to be fully constrained until such time as the achievement of such milestones are considered probable.

The Company concluded that it continued to satisfy its obligations over-time as Regeneron received the benefit of the research activities as the activities were performed. The Company determined the most appropriate method to

track progress towards completion of the four performance obligations was an input method that was based on costs incurred. There were significant judgments and estimates inherent in the determination of the costs to be incurred for the research and development activities related to the collaboration with Regeneron. These estimates and assumptions included a number of objective and subjective factors, including the likelihood that a target would be successfully developed through its IND filing and the estimated costs associated with such development, including the potential third-party costs related to each target’s IND-enabling study. Any changes to these estimates would be recognized in the period in which they change as a cumulative catch-up.

As noted, the four targets represented four distinct performance obligations and as such, the Company had allocated the total transaction price of $11.2 million among the four performance obligations based on the stand-alone selling price of each target.

As of March 31, 2025, as the Regeneron Collaboration Agreement was terminated concurrently with the closing of the Regeneron Transaction, there is no unsatisfied portion of the transaction price remaining and there is no remaining deferred revenue. The remaining deferred revenue amount of $7.8 million as of April 1, 2024, was derecognized as part of the Regeneron Transaction. Refer to Note 4 Asset Purchase Agreements, for further detail.

As discussed above, during the first quarter of 2024, the Company received a milestone payment of $4.0 million from Regeneron relating to IND acceptance for the MUC16 target. As the filing of IND for the target was complete, the performance obligation relating to the target was satisfied and under ASC 606, the Company recognized the full $4.0 million as service revenue in the first quarter of 2024.

The Regeneron Collaboration Agreement was terminated concurrently with the closing of the Regeneron Transaction, and as such the Company did not recognize revenue in the second half of 2024. For the three months ended March 31, 2025 and 2024, the Company recognized $0.0 million and $4.7 million, respectively, of collaborative arrangement revenue from the Regeneron Collaboration Agreement.

JW Therapeutics

Please refer to Note 4, Asset Purchase Agreements, for further information on the terms of the Regeneron Transaction. Upon closing of the Regeneron Transaction on April 1, 2024, this program was assumed by Regeneron, including all upfront milestone and royalty payments to be made by JW (Cayman) Therapeutics Co., Ltd. (“JW”), if any.

In October 2022, the Company entered into a strategic alliance with JW to establish a translational and clinical cell therapy development platform designed to more rapidly explore T cell-based immunotherapy therapy products in the Chinese mainland, Hong Kong (China), and Macao (China). The initial focus of the collaboration is the Company’s MAGE-A4 TCR program in solid tumors which is being developed as part of its collaboration with Regeneron.

Under the terms of the agreement, the Company granted JW a license for the MAGE-A4 cell therapy in the Chinese mainland, Hong Kong (China), and Macao (China). JW is responsible for development, manufacturing, and commercialization of the initial product within China. The Company was eligible to receive milestones and royalties on product revenues in China. The Company and Regeneron were to equally share all payments received from JW, including but not limited to all upfront, milestone and royalty payments made by JW to the Company. The Company and Regeneron were also to equally share all costs for any eligible expenses incurred in accordance with the terms of the Regeneron Collaboration Agreement. Additionally, the Company may leverage the early clinical data generated under the collaboration to support development in other geographies.

Accounting Analysis - JW

The Company concluded JW was a customer, and as such, the arrangement falls within the scope of Topic 606. Two performance obligations were identified within the contract consisting of (i) a license for the MAGE-A4 cell therapy, including a transfer of technology as agreed upon by both parties and (ii) vector supply necessary to

conduct a Phase 1 clinical trial. The Company had concluded the manufacturing and supply of vector was a distinct performance obligation from the license for MAGE-A4 cell therapy because there were other vendors that could provide the necessary supply.

At contract inception, the Company determined the unconstrained transaction price was $7.3 million, consisting of the $3.0 million up-front consideration and $4.3 million consisting of variable consideration for the reimbursement of vector supply. JW provided the Company with a $3.0 million upfront payment related to the granting of a license for MAGE-A4 cell therapy and the transfer of technology for the development of the initial product in which the Company shared equally with Regeneron. During the first quarter of 2023, the Company completed the full transfer of the license of IP related to MAGEA4 cell therapy along with the technology transfer, and as such, the upfront payment received from JW was recognized as service revenue during the first quarter of 2023. The transaction price of $4.3 million related to the supply of vector consists of variable consideration based upon the estimated amount of vector needed in the development and commercialization for the initial Phase 1 clinical trial which the Company will also share equally with Regeneron. The agreement with JW was assumed by Regeneron as a part of the Regeneron Transaction. As of March 31, 2025, no unsatisfied portion of the variable consideration for the reimbursement of vector supply remains.

Novo Nordisk

Upon the closing of an asset purchase agreement with Novo Nordisk in June 2024, the Collaboration and License Agreement with Novo Nordisk was terminated. Please refer to Note 4, Asset Purchase Agreements, for further information regarding the accounting treatment for the termination.

Novo Collaboration and License Agreement

In December 2021, the Company entered into a Collaboration and License Agreement (the “Novo Collaboration Agreement”) with Novo for the discovery, development, and commercialization of a potential new gene therapy in hemophilia A. The Company and Novo have agreed to develop an initial research program with the goal of researching and developing a lead candidate directed to hemophilia A. For additional information on the historical terms of this agreement and the related accounting analysis, refer to the Company’s previously filed Annual Reports on Form 10-K.

In April 2023, the Company achieved positive proof of concept, preclinical data related to its joint research and development collaboration with Novo. This achievement triggered a $15.0 million milestone payment to the Company under the terms of the Novo Collaboration Agreement. Following the achievement of this milestone, Novo may elect to exercise an option to in-license technology from a third party in connection with the Novo Collaboration Agreement, for which the Company is responsible in making a $9.0 million payment to such third party. Novo exercised its option to in-license technology from a third party in connection with the Novo Collaboration Agreement, which triggered the aforementioned $9.0 million payment by the Company to such third party. The remaining $6.0 million, of the $15.0 million proof of concept milestone, is allocated to the material right alongside the $5.0 million upfront payment. Prior to the Novo Transaction, the total of $11.0 million was included in deferred revenue, net of current portion. This amount was derecognized as part of the accounting for the Novo Transaction. Please refer to Note 4, Asset Purchase Agreements, for further detail.

Revenue associated with the research and development performance obligation will be recognized as services are provided and costs are incurred. For the three months ended March 31, 2025 and 2024, the Company recognized no service revenue and $1.5 million of service revenue under this agreement, respectively. The collaboration has been terminated following the signing of the asset purchase agreement with Novo in June 2024. Refer to Note 4 Asset Purchase Agreements, for further details.

12. Stock-based compensation

In connection with 2seventy bio’s separation from bluebird bio in 2021, under the provisions of the existing plans, the outstanding bluebird bio equity awards were adjusted in accordance with the terms of the employee

matters agreement (equitable adjustment) to preserve the intrinsic value of the awards immediately before and after distribution. Refer to Note 13, Stock-based compensation, to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024 for details on the conversion methodology of the equity awards.

In October 2021, the Company’s board of directors adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”) which allows for the granting of incentive stock options, non-qualified stock options, restricted stock units, performance-based restricted stock units, and restricted stock awards to 2seventy bio’s employees, members of the board of directors, and consultants of 2seventy bio, including those who became employees of the Company in connection with the separation. Shares of the Company’s common stock underlie all awards granted under the 2021 Plan.

Stock-based compensation expense

Stock-based compensation expense includes compensation cost related to 2seventy bio equity awards held by its employees as well as bluebird bio equity awards issued upon separation to its employees.

Stock-based compensation expense recognized by award type was as follows (in thousands):


	For the three months ended March 31,
	2025		2024
Stock options	$	716	$	1,843
Restricted stock units	1,500		2,778
Employee Stock Purchase Plan	11		63
	$	2,227	$	4,684

Stock-based compensation expense by classification included within the condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands):


	For the three months ended March 31,
	2025		2024
Research and development	$	—	$	1,645
Selling, general and administrative	2,227		2,528
Restructuring expenses	—		511
	$	2,227	$	4,684

Employee Stock Purchase Plan

During the three months ended March 31, 2025, less than 0.1 million shares of common stock were issued under the Company’s 2021 Employee Stock Purchase Plan (“ESPP”).

13. Income taxes

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets.

14. Net Income (Loss) Per Share

Basic earnings (loss) per share is calculated using the Company’s weighted-average outstanding common shares. Diluted earnings (loss) per share is calculated using the Company’s weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when the Company has a net loss, stock awards are excluded from the calculation of earnings per share as their inclusion would have an antidilutive effect.

The following table shows the calculation of diluted shares (in thousands):


	For the three months ended March 31,
	2025	2024
Shares used in computation of basic earnings per share	53,055	52,071
Total dilutive effect of outstanding options and restricted stock units(1)	378	—
Shares used in computation of diluted earnings per share	53,433	52,071

(1)Outstanding stock options and restricted stock units include awards outstanding to employees of bluebird bio.

In November 2021, the Company issued to certain institutional investors (who previously purchased pre-funded warrants to purchase shares of bluebird bio common stock) pre-funded warrants to purchase 757,575 shares of the Company’s common stock at an exercise price of $0.0001 per share. The pre-funded warrants can be exercised at any time or times on or after November 4, 2021, until exercised in full. Based on the terms of the pre-funded warrants, management concluded that they should be considered outstanding shares in the computation of basic and diluted net loss per share. On April 9, 2025, all of the outstanding pre-funded warrants to purchase shares of Company Common Stock were exercised by the holders thereof.

15. Corporate Restructuring

2024 Restructuring Plan

In January 2024, the Company announced a strategic path forward to focus exclusively on the commercialization and development of Abecma. In connection with the Company’s strategic re-alignment, the Company entered into an asset purchase agreement with Regeneron to sell the Company’s oncology and autoimmune research and development programs, clinical manufacturing capabilities, and related platform technologies which closed on April 1, 2024. Approximately 62% of the workforce that was left following completion of the 2023 Restructuring Plan transitioned to Regeneron as a part of the Regeneron Transaction. Additionally, as part of the strategic re-alignment, the Company’s board of directors approved a restructuring plan (the “2024 Restructuring Plan”) to further reduce its remaining workforce by approximately 14%. The Company expects the 2024 Restructuring Plan to be substantially complete during the first half of 2025, as certain transition activities related to the Company’s strategic re-alignment will extend into 2025.

In connection with the 2024 Restructuring Plan, the Company expects to incur approximately $6.6 million of costs for severance and related benefits and stock-based compensation expense. These costs will be recognized over the period from January 2024 through March 2025, and are disclosed as restructuring expenses on the condensed consolidated statements of operations and comprehensive income (loss). The table below summarizes the expenses recognized and expected to be recognized under the 2024 Restructuring Plan as of March 31, 2025:


	Expense recognized for the three months ended March 31, 2025		Cumulative expense recognized as of March 31, 2025		Total expense expected to be recognized
Cash-related restructuring expenses:
Severance and related benefits	$	57	$	5,604	$	5,604
Non-cash expenses:
Stock-based compensation expense	—		1,037		1,037
Total restructuring expenses	$	57	$	6,641	$	6,641

The following table summarizes the cash-related restructuring accrued liabilities activity recorded in connection with the 2024 Restructuring Plan for the three months ended March 31, 2025:


	For the three months ended March 31, 2025
Beginning balance at January 1, 2025	$	605
Cash-related expenses recognized	57
Cash-related expenses paid	(400)
Reversal of excess accrual	—
Remaining accrual at March 31, 2025 (1)	$	262

(1)This balance is included within accrued expenses and other current liabilities on the condensed consolidated balance sheets.

16. Segment reporting

The Company, together with its wholly-owned subsidiaries, is a cell therapy company focused on the, development and commercialization of transformative treatments for cancer. The Company operates in a single segment, focusing on developing and commercializing potentially transformative treatments for cancer. The Company’s reportable segment derives its revenues from its collaboration arrangement with BMS under which it is jointly developing and commercializing Abecma in the United States. The Company’s Chief Executive Officer (“CEO”) is its chief operating decision maker (“CODM”) responsible for managing and allocating resources for the Company at a consolidated level.

The measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net income (loss). The CODM uses consolidated net income (loss) to assess the segment’s overall performance, with specific focus on the segment revenue and expenses associated with the Company’s collaboration with BMS for Abecma. Following the adoption of ASU 2023-07, the Company is required to disclose

significant segment expenses that are regularly provided to the CODM. The table below includes information about the Company’s segment, including segment expenses, and a reconciliation to net income (loss).


	For the three months ended March 31,
	2025		2024
Revenue:
Abecma collaboration revenue (1)	$	19,144	$	—
Other revenue (2)	3,794		12,435
Total revenue:	22,938		12,435
Operating expenses:
Abecma net research and development (1)	5,562		6,739
Abecma cost of manufacturing	5,153		3,269
Abecma share of collaboration loss (1)	—		1,230
Other research and development (3)	—		24,250
Net rent expense	1,926		10,850
Infrastructure and support functions	9,391		8,470
Restructuring costs	57		4,230
Other segment expenses (4)	3,369		4,551
Non-operating expenses:
Interest income, net	2,321		2,861
Other income	681		646
Gain/loss on sale of assets	—		(5,026)
Income tax expense	—		—
Segment and consolidated net income (loss)	$	482	$	(52,673)

(1)Refer to Note 11, Collaborative arrangements and strategic partnerships, for the individual components of these amounts reviewed by the CODM in conjunction with the information above.

(2)Other revenue for 2025 consists of ide-cel ex-U.S. service revenue from BMS and immaterial royalty revenue. Other revenue for 2024 includes ide-cel ex-US service revenue from BMS and revenue recognized under the Company’s collaborations with Regeneron and Novo, both of which terminated during 2024 upon the closing of Regeneron and Novo Transactions, respectively - refer to Note 11, Collaborative arrangements and strategic partnerships for more information..

(3)2024 amount consists of pipeline spend incurred prior to the close of the Regeneron and Novo Transactions.

(4)Other segment expenses include change in fair value of contingent consideration, depreciation and amortization, and stock-based compensation expense.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial information and the notes thereto included in the Company’s 2024 annual report on Form 10-K, which was most recently filed with the Securities and Exchange Commission, or the SEC, on March 25, 2025.

Except for the historical information contained herein, the matters discussed in this Quarterly Report on Form 10-Q may be deemed to be forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. In this Quarterly Report on Form 10-Q, words such as “may,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements.

Our actual results and the timing of certain events may differ materially from the results discussed, projected, anticipated, or indicated in any forward-looking statements. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, they may not be predictive of results or developments in future periods.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Overview

We are a cell therapy company focused on the development and commercialization of transformative treatments for cancer. We were incorporated in Delaware in April 2021 and are led by an accomplished team with significant expertise and experience in this field. In January 2024, we announced a strategic realignment to focus exclusively on the development and commercialization of Abecma. We, together with our partner Bristol Myers Squibb’s (“BMS”), are delivering Abecma to multiple myeloma patients in the United States following approval by the U.S. Food and Drug Administration (“FDA”) of Abecma in March 2021 for the treatment of adults with multiple myeloma who have received at least four prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor and an anti-CD38 monoclonal antibody. On April 4, 2024 the FDA approved Abecma for the treatment of adult patients with relapsed or refractory multiple myeloma after two or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. On September 25, 2024, following a joint decision we made with BMS earlier that week, we announced the discontinuation of enrollment in our ongoing Phase 3 KarMMa-9 study evaluating Abecma with lenalidomide maintenance versus lenalidomide maintenance alone in patients with newly diagnosed multiple myeloma who have suboptimal response to autologous stem cell transplant.

Upon closing the Regeneron Transaction on April 1, 2024, Regeneron assumed all of the ongoing program infrastructure and personnel costs related to our solid tumor and other oncology and autoimmune cell therapy programs, including the bbT369 program in B-NHL, SC-DARIC33 in AML, MUC16 in ovarian cancer, MAGE-A4, autoimmune, and several unnamed targets. In June 2024, we announced the completion of an asset purchase agreement with Novo as part of our strategic realignment (the “Novo Transaction”). Under the terms of the Novo Transaction, Novo acquired the Company’s program for the research, development, manufacture, regulatory

approval, and commercialization of gene therapy products exploiting the megaTAL Platform that is directed to the treatment, diagnosis and prevention of hemophilia.

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

We have incurred normal operating losses and have experienced negative operating cash flows for all historical periods presented. During the three months ended March 31, 2025, we recognized net income of $0.5 million and used $11.0 million of cash in operations. We expect to continue to generate operating losses and negative operating cash flows for the near future.

We expect to incur significant expenses as we continue to (i) expand site footprint, educate physicians on treatment sequencing and the emerging data supporting the use of BCMA-directed CAR Ts before other BCMA-targeted therapies, (ii) competitively differentiate Abecma’s real-world safety, efficacy and product reliability and predictability profile and, (iii) continue to support the quality control of LVV and the transition to suspension LVV. Accordingly, until we generate significant revenues from product sales, we may continue to seek to fund our operations through public or private equity or debt financings, strategic collaborations, or other sources. If we use our capital resources sooner than expected, we would evaluate further reductions in our expense or obtaining additional financing. 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 as and when needed would have a negative impact on our financial condition and our ability to develop and commercialize Abecma. Refer to sections Liquidity and Capital Resources and Funding Requirements below for further discussion.

Financial Operations Overview

Revenue

Our revenues have been derived from collaboration arrangements and out-licensing arrangements, primarily related to our collaboration arrangement with BMS as part of which we are jointly commercializing Abecma in the United States. To date, all revenue we have recognized relating to the sale of products has been the collaboration revenue derived from commercial sales of Abecma by BMS, and we have not recognized any revenue from the sale of products by us.

We analyze our collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), which includes determining whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, we first determine which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“Topic 606” or "ASC 606"). For those elements of the arrangement that are accounted for pursuant to Topic 606, we apply the five-step model prescribed in Topic 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to Topic 606. In arrangements where we do not deem our collaborator to be our customer, payments to and from our collaborator are presented in the consolidated statements of operations and comprehensive income (loss) based on the nature of the payments, as summarized in the table and further described below.


Nature of Payment						Statement of Operations Presentation
Our share of net profits in connection with commercialization of products						Collaborative arrangement revenue
Our share of net losses in connection with commercialization of products						Share of collaboration loss
Net reimbursement to us for research and development expenses						Collaborative arrangement revenue
Net reimbursement to the collaborator for research and development expenses						Research and development expense

Where the collaborator is the principal in the product sales, we recognize our share of any profits or losses, representing net product sales less cost of goods sold and shared commercial and other expenses, along with reimbursement by BMS of commercial costs incurred by the Company, in the period in which such underlying sales occur and costs are incurred by the collaborator. We also recognize our share of costs arising from research and development activities performed by collaborators in the period our collaborators incur such expenses.

As we recognize revenue under our collaborative arrangements both within and outside the scope of Topic 606, we present revenue on our consolidated statements of operations and comprehensive income (loss) as follows: service revenue includes revenue from collaborative partners recognized within the scope of Topic 606 and collaborative arrangement revenue includes only revenue from collaborative partners recognized outside the scope of Topic 606.

For the three months ended March 31, 2025 and 2024, service revenue consisted of the following (in thousands):


	For the three months ended March 31,
	2025		2024
ide-cel ex-U.S. service revenue from BMS	$	3,773	$	2,201
Service revenue from December 2021 agreement with Novo Nordisk	—		1,520
Other	—		4,000
Total service revenue	$	3,773	$	7,721

For the three months ended March 31, 2025 and 2024, collaborative arrangement revenue consisted of the following (in thousands):


	For the three months ended March 31,
	2025		2024
U.S. Abecma collaboration with BMS	$	19,144	$	—
Collaboration with Regeneron	—		4,714
Total collaborative arrangement revenue	$	19,144	$	4,714

To date, Abecma is our only commercial product where the collaborator is the principal in the product sales and thus, all amounts shown within our condensed consolidated statements of operations and comprehensive income (loss) for share of collaboration loss relate to Abecma. The tables below summarize the impact of the Abecma U.S. collaboration profit/loss share on our condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2025 and 2024 (in thousands). Note that these tables do not include research and development costs for Abecma shared between us and BMS - refer to Note 11, Collaborative

arrangements and strategic partnerships, in the notes to the condensed consolidated financial statements for information on Abecma research and development costs.


	For the three months ended
Abecma U.S. Collaboration Profit (Loss) Share	March 31, 2025		March 31, 2024
Our share of profits (losses), net of our share of BMS costs for commercial activities	$	18,138	$	(1,975)
Reimbursement from BMS for our costs of commercial manufacturing and commercial activities	1,006		745
Collaborative arrangement revenue (1)	$	19,144	$	—
Share of collaboration loss (1)	$	—	$	(1,230)

Costs of commercial manufacturing incurred by us, prior to BMS reimbursement	(1,577)		(1,428)
Costs of commercial activities incurred by us, prior to BMS reimbursement	(83)		(63)
Total impact of Abecma U.S. collaboration profit (loss) on our statements of operations and comprehensive income (loss)	$	17,484	$	(2,721)

(1) This calculation is performed on a quarterly basis and consists of our share of profits, net of our share of BMS costs for commercial activities, offset by reimbursement from BMS for our commercial activities. The calculation is independent of previous activity, which may result in fluctuations between revenue and expense recognition period over period.

Nonrefundable license fees are recognized as revenue upon delivery of the license provided there are no unsatisfied performance obligations in the arrangement. License revenue has historically been generated from out-license agreements, under which we may also recognize revenue from potential future milestone payments and royalties.

For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied.

Research and Development Expenses

Following the closing of the Novo Transaction and Regeneron Transaction, research and development expenses consist primarily of costs incurred for the development of Abecma in collaboration with BMS. This includes costs associated with the following clinical studies:

•KarMMa study – an open label, single-arm, multi-center phase 2 study to examine the efficacy and safety of ide-cel in the treatment of patients with relapsed and refractory multiple myeloma. The costs incurred by BMS for this study are subject to the cost-sharing provisions of our BMS collaboration arrangement.

•KarMMa-2 study – a multi-cohort, open-label, multicenter phase 2 study to examine the safety and efficacy of ide-cel in the treatment of patients with relapsed and refractory multiple myeloma and in high-risk multiple myeloma. The costs incurred by BMS for this study are subject to the cost-sharing provisions of our BMS collaboration arrangement.

•KarMMa-3 study – a multicenter, randomized, open-label phase 3 study comparing the efficacy and safety of ide-cel versus standard triplet regimens in patients with relapsed and refractory multiple myeloma. The costs incurred by BMS for this study are subject to the cost-sharing provisions of our BMS collaboration arrangement.

•KarMMa-9 study – a multicenter, randomized, open-label phase 3 study comparing the efficacy and safety of ide-cel with Lenalidomide maintenance versus Lenalidomide maintenance therapy alone in adult participants with newly diagnosed multiple myeloma who have suboptimal response after autologous stem cell transplantation. The costs incurred by BMS for this study are subject to the cost-sharing provisions of our BMS collaboration arrangement. In September 2024, we and BMS decided to discontinue enrollment in our ongoing Phase 3 KarMMa-9 study.

Historical research and development expenses included costs for Abecma, as discussed above, as well as costs incurred for the development of product candidates that were sold to Regeneron and Novo in the second quarter of 2024. Information about the historical costs we incurred on these programs can be found in our previous Form 10-Q and Form 10-K filings.

Research and development costs are expensed as incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided by vendors and clinical sites. We cannot determine with certainty the duration and completion costs of the current or future clinical studies of Abecma. The duration, costs, and timing of clinical studies and development of Abecma will depend on a variety of factors, any of which could mean a significant change in the costs and timing associated with the development of Abecma including:

•the scope, rate of progress, and expense of our ongoing clinical studies and other research and development activities we undertake;

•future clinical study results;

•uncertainties in clinical study enrollment rates and long-term follow up costs;

•new manufacturing processes or protocols that we may choose to or be required to implement in the manufacture of our lentiviral vector or drug product;

•regulatory feedback on requirements for regulatory approval, as well as changing standards for regulatory approval; and

•the timing and receipt of any regulatory approvals.

Cost of Manufacturing for Commercial Collaboration

Cost of manufacturing for commercial collaboration consists of quality and other manufacturing costs incurred by us to support the manufacture of Abecma inventory sold by our collaborative partner, BMS, in both the U.S. and ex-U.S. regions. These costs are subject to the cost sharing arrangement under the terms of our collaboration agreement (the Amended Ide-cel CCPS) with BMS. For further information on the Amended Ide-cel CCPS, please refer to Note 11, Collaborative arrangements and strategic partnerships, in the notes to our condensed consolidated financial statements.

The reimbursement from BMS for their share of our U.S. quality and other manufacturing costs is recorded as collaborative arrangement revenue or share of collaboration loss in our condensed consolidated statements of operations and comprehensive income (loss). The reimbursement from BMS for our ex-U.S. quality and other

manufacturing costs is recorded as service revenue in our condensed consolidated statements of operations and comprehensive income (loss).

Restructuring expenses

Costs relating to the 2024 Restructuring have been recorded as restructuring expenses in our condensed consolidated statements of operations and comprehensive income (loss).

In January 2024, we announced a strategic path forward to focus exclusively on the commercialization and development of Abecma. In connection with our strategic re-alignment, we entered into an asset purchase agreement with Regeneron to sell our oncology and autoimmune research and development programs, clinical manufacturing capabilities, and related platform technologies which closed on April 1, 2024. Approximately 62% of the workforce transitioned to Regeneron as a part of the sale. Additionally, as part of the strategic re-alignment, our board of directors approved the 2024 Restructuring Plan to further reduce our remaining workforce by approximately 14%. We expect the 2024 Restructuring Plan to be substantially complete during the first half of 2025, as certain transition activities related to our strategic re-alignment will extend into 2025.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries and related costs for personnel, including stock-based compensation and travel expenses for our employees in executive, operational, finance, legal, business development, commercial, information technology, and human resource functions. Other selling, general and administrative expenses include facility-related costs, insurance, IT costs, professional fees for accounting, tax, legal and consulting services, directors’ fees and expenses associated with obtaining and maintaining patents.

Share of Collaboration Loss

Share of collaboration loss represents our share of net loss arising from product sales less cost of goods sold and shared commercial costs and other expenses related to the commercialization of a product where the collaborator is the principal in the product sales.

Change in Fair Value of Contingent Consideration

On June 30, 2014, bluebird bio acquired Pregenen. All assets, liabilities and future obligations related to the Pregenen acquisition, including the resulting intangible assets, goodwill and contingent consideration, were assumed by us in connection with the separation. The agreement provided for up to $135.0 million in future contingent cash payments upon the achievement of certain preclinical, clinical and commercial milestones related to the Pregenen technology.

As of March 31, 2025, there were $99.9 million in future contingent cash payments related to commercial milestones. As of March 31, 2025, we determined the probability of milestone achievement to be zero and as a result reduced the fair value of contingent consideration, classified within other non-current liabilities on our condensed consolidated balance sheet, to zero. Please refer to Note 6, Fair value measurements, for further information.

Loss on assets held for sale to Regeneron

The loss on assets held for sale to Regeneron recognized in the first quarter of 2024 consists of fixed assets that ceased depreciation, measured at the lower of their carrying value or fair value less cost to sell.

Other Income, Net

Other income, net consists primarily of rental income, income recognized under our transition service agreements with Regeneron from the Regeneron Transaction, and income recognized under our transition service agreements with bluebird bio.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. We base our estimates on historical experience, known trends and events and various other factors that are believed to be 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. Actual results may differ from these estimates under different assumptions or conditions. In making estimates and judgments, management employs critical accounting policies. During the three months ended March 31, 2025, there were no material changes to our significant accounting policies as reported in our annual consolidated financial statements included in our 2024 annual report on Form 10-K, except as otherwise described in Note 2, Basis of presentation, principles of consolidation and significant accounting policies, in the notes to the condensed consolidated financial statements.

Results of Operations

The following discussion summarizes the key factors we believe are necessary for an understanding of our condensed consolidated financial statements.

Comparison of the Three Months Ended March 31, 2025 and 2024:


	For the three months ended March 31,
	2025		2024		Change
	(in thousands)
Revenue:
Service revenue	$	3,773	$	7,721	$	(3,948)
Collaborative arrangement revenue	19,144		4,714		14,430
Royalty and other revenue	21		—		21
Total revenues	22,938		12,435		10,503
Operating expenses:
Research and development	5,399		43,931		(38,532)
Cost of manufacturing for commercial collaboration	5,153		3,269		1,884
Selling, general and administrative	14,849		12,659		2,190
Share of collaboration loss	—		1,230		(1,230)
Restructuring expenses	57		4,230		(4,173)
Change in fair value of contingent consideration	—		(1,730)		1,730
Total operating expenses	25,458		63,589		(38,131)
Loss from operations	(2,520)		(51,154)		48,634
Interest income, net	2,321		2,861		(540)
Other income, net	681		646		35
Loss on assets held for sale to Regeneron	—		(5,026)		5,026
Income (loss) before income taxes	482		(52,673)		53,155
Income tax (expense) benefit	—		—		—
Net income (loss)	$	482	$	(52,673)	$	53,155

Revenue. Total revenue was $22.9 million for the three months ended March 31, 2025, compared to $12.4 million for the three months ended March 31, 2024. The increase of $10.5 million was primarily attributable to an increase in collaborative arrangement revenue recognized under our collaboration arrangement with BMS, driven by increased Abecma new sales and decreased cost of goods sold. The increase was partially offset by a decrease in Regeneron collaboration revenue and Novo service revenue driven by the termination of both collaboration agreements concurrent with the close of the Regeneron and Novo Transactions.

Research and Development Expenses. Research and development expenses were $5.4 million for the three months ended March 31, 2025, compared to $43.9 million for the three months ended March 31, 2024. The overall decrease of $38.5 million was primarily attributable to the following:

•$13.1 million of decreased employee compensation costs, primarily resulting from the Regeneron Transaction, as part of which a large portion of our research and development workforce transitioned to Regeneron. Additionally, there was a reduction to our workforce initiated in January 2024;

•$14.7 million of decreased facilities and IT costs largely due to the Regeneron Transaction, which resulted in Regeneron subleasing a significant portion of our current leased space in Cambridge and Seattle, reducing rent and associated facility costs;

•$5.0 million of decreased lab expenses and other platform costs, primarily relating to a decrease in lab consumables relating to the Regeneron Transaction;

•$3.1 million of decreased material production costs, which were assumed by Regeneron as part of the Regeneron Transaction; and

•$1.2 million of decreased collaboration research funding costs, primarily resulting from decreased net research and development expenses recognized under our collaboration with BMS.

Cost of Manufacturing for Commercial Collaboration. Cost of manufacturing for commercial collaboration was $5.2 million for the three months ended March 31, 2025, compared to $3.3 million for the three months ended March 31, 2024. The increase of $1.9 million was primarily due to increased costs allocated to Abecma during the first quarter of 2025 compared to the first quarter of 2024 due to our strategic realignment to focus on the development and commercialization of Abecma going forward.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $14.8 million for the three months ended March 31, 2025, compared to $12.7 million for the three months ended March 31, 2024. The increase of $2.2 million was primarily due to $4.4 million of increased facilities costs allocated to selling, general, and administrative costs as a result of the sale of our research and development pipeline to Regeneron and Novo. This increase was partially offset by $3.0 million of decreased employee compensation costs, primarily resulting from the reduction to our workforce initiated in January 2024.

Restructuring Expenses. Restructuring expenses were $0.1 million for the three months ended March 31, 2025, compared to $4.2 million for the three months ended March 31, 2024. The decrease in restructuring expenses is primarily due to the 2024 Restructuring Plan which was initiated in January 2024 and will be substantially complete during the first half of 2025.

Interest Income, Net. Interest income was $2.3 million for the three months ended March 31, 2025 compared to $2.9 million for the three months ended March 31, 2024. The decrease of $0.5 million is due to a decline in the total securities held and decreases in interest rates over the comparative periods.

Other Income, Net. For the three months ended March 31, 2025 other income, net primarily consisted of rental income and income recognized under our transition service agreements with Regeneron from the Regeneron Transaction. For the three months ended March 31, 2024, other income, net consisted of rental income and income recognized under our transition service agreements with bluebird bio.

Liquidity and Capital Resources

As of March 31, 2025, we had cash, cash equivalents, and marketable securities of approximately $173.4 million. Based on our current operating plans, including with respect to the ongoing commercialization of Abecma, we expect our cash, cash equivalents and marketable securities will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. Our current operating plan is based on various assumptions. If we use our capital resources sooner than expected, we would evaluate further reductions in expense or obtaining additional financing. This may include pursuing a combination of public or private equity offerings, debt financings, collaborations, strategic alliances or licensing arrangements with third parties. This may also include the potential sale of shares of our common stock of up to $150.0 million in gross proceeds under the ATM facility established in November 2022 with Cowen and Company, LLC. No sales of common stock have occurred under this ATM facility as of the date of this Quarterly Report on Form 10-Q. There can be no assurance that such financing will be available in sufficient amounts or on acceptable terms, if at all, and some could be dilutive to existing stockholders. If we are unable to obtain additional funding on a timely basis, we may be forced to significantly curtail, delay, or discontinue one or more of our planned research or development programs or be unable to expand our operations.

We have incurred normal operating losses and have experienced negative operating cash flows for all periods presented. During the three months ended March 31, 2025, we recognized net income of $0.5 million and used $11.0 million of cash in operations. We expect to continue to generate operating losses and negative operating cash flows for the near future.

Sources of Liquidity

Cash Flows

The following table summarizes our cash flow activity:


	For the three months ended March 31,
	2025		2024
	(in thousands)
Net cash used in operating activities	$	(10,973)	$	(41,877)
Net cash provided by investing activities	39,627		21,833
Net cash provided by financing activities	500		386
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	$	29,154	$	(19,658)

Cash Flows from Operating Activities. Net cash used in operating activities was $11.0 million for the three months ended March 31, 2025 and primarily consisted of a net income of $0.5 million adjusted for non-cash items, including stock-based compensation of $2.2 million, depreciation and amortization of $1.6 million, and other non-cash items of $0.8 million, as well as the change in our net working capital.

Net cash used in operating activities was $41.9 million for the three months ended March 31, 2024 and primarily consisted of net loss of $52.7 million adjusted for non-cash items, including stock-based compensation of $4.7 million, a non-cash loss on assets held for sale of $5.0 million, depreciation and amortization of $2.1 million, and the change in fair value of contingent consideration of $1.7 million, and other non-cash items of $1.3 million, as well as the change in our net working capital.

Cash Flows from Investing Activities. Net cash provided by investing activities for the three months ended March 31, 2025 was $39.6 million and was due to proceeds from maturities of marketable securities of $32.0 million

and proceeds from maturities of restricted investments of $8.6 million, partially offset by the purchase of restricted investments of $1.0 million.

Net cash provided by investing activities for the three months ended March 31, 2024 was $21.8 million and was due to proceeds from maturities of marketable securities of $40.0 million and proceeds from the maturities of restricted investments of $5.0 million, offset by the purchase of marketable securities of $16.6 million, the purchase of restricted investments of $6.2 million, and the purchase of property, plant and equipment of $0.6 million.

Cash Flows from Financing Activities. Net cash provided by financing activities for the three months ended March 31, 2025 was $0.5 million and was primarily due to net proceeds relating to the exercise of stock options and ESPP contributions.

Net cash provided by financing activities for the three months ended March 31, 2024 was $0.4 million and was primarily due to net proceeds relating to the exercise of stock options and ESPP contributions.

Funding Requirements

We intend to incur costs in support of the ongoing commercialization of Abecma pursuant to our cost sharing arrangements with BMS, other capital expenditures, working capital requirements, and other general corporate activities.

Based on our current operating plans, including with respect to the ongoing commercialization of Abecma, we expect that our cash, cash equivalents and marketable securities will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

Because of the numerous risks and uncertainties associated with the development and commercialization of Abecma, we are unable to estimate the exact amount of our working capital requirements. The scope of our future funding requirements will depend on, and could increase significantly as a result of, many factors, including:

▪the costs of activities, including clinical trials, sales, marketing, medical affairs, manufacturing and distribution, for Abecma;

▪the cost and timing of hiring new employees or contractors to support our activities;

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

▪the timing, receipt and amount of sales of, or milestone payments related to or royalties on Abecma, if any.

A change in the outcome of any of these or other variables could significantly change the costs and timing associated with the development and commercialization of Abecma. 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 positive operating cash flows, we may need to finance our operations through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances or licensing arrangements with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, this could result in dilution and could adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. In addition, debt financing would result in increased fixed payment obligations.

If we raise funds through 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 any future product candidates or grant licenses on terms that may not be favorable to us.

If we are unable to raise additional funds when needed, we may be required to delay, reduce or eliminate our product development for additional indications of Abecma or future commercialization efforts.

Contractual Obligations and Commitments

In connection with the Regeneron Transaction, Regeneron agreed to sublease our facilities in Seattle, Washington and a portion of our facilities in Cambridge, Massachusetts. The expected sublease income will cover a majority of the future minimum commitments through 2027. Please refer to Note 9, Leases, in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information regarding our future minimum commitments under ASC 842 under our operating leases and Note 3, Asset Purchase Agreements, for further information on the closing on the transaction with Regeneron. Additionally, 2seventy bio was party to various contracts with contract research organizations and contract manufacturers that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. The majority of these contracts were assumed by Regeneron upon or after closing of the Regeneron Transaction. As a result, no purchase commitments remain as of March 31, 2025.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this item of this Quarterly Report on Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, our management, including our principal executive officer and our principal financial officer, conducted an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reporting within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

There were no changes during the period covered by this Quarterly Report on Form 10-Q 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 a party to any material legal proceedings at this time. From time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in the section captioned “Part I, Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024. In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section captioned “Part I, Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, or future results. The risks described in our annual report on Form 10-K and our quarterly reports on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition, and/or operating results.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

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 March 31, 2025, none of our directors or executive officers adopted, terminated or materially modified a trading plan intended to comply with Rule 10b5-1 or a trading plan not intended to comply with Rule 10b5-1.

Item 6. Exhibit Index


Exhibit Number						Exhibit Description
2.1***						A greement and Plan of Merger, dated as of March 10, 2025, by and among Bristol-Myers Squibb Company, Daybreak Merger Sub Inc. and 2seventy bio, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on March 11, 2025).
3.1						Amended and Restated Certificate of Incorporation of 2seventy bio, Inc. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on November 4, 2021).
3.2						Amended and Restated Bylaws of 2seventy bio, Inc. (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K filed on March 16, 2023).
4.1						Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on November 4, 2021).
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

________________

* Filed herewith.

**The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

*** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. 2seventy bio agrees to furnish supplementally a copy of any such schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


	2seventy bio, Inc.

Date: May 7, 2025	By:	/s/ William Baird
		William Baird
		President and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Date: May 7, 2025	By:	/s/ Victoria Eatwell
		Victoria Eatwell
		Chief Financial Officer (Principal Financial and Accounting Officer)

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Date	Price Target	Rating	Analyst
6/6/2024	$5.00 → $2.00	Neutral → Sell	Goldman
1/31/2024		Outperform → Market Perform	TD Cowen
1/31/2024	$5.00 → $18.00	Market Perform → Outperform	Leerink Partners
10/30/2023	$6.00	Outperform → Market Perform	Leerink Partners
10/12/2023	$13.00	Buy	Citigroup
9/13/2023	$5.00	Buy → Neutral	Goldman
9/12/2023		Buy → Neutral	Guggenheim
7/28/2023	$25.00 → $13.00	Overweight → Equal-Weight	Morgan Stanley

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

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2seventy bio Reports Fourth Quarter and Full Year 2024 Financial Results

2seventy bio Enters into Definitive Agreement to be Acquired by Bristol Myers Squibb

2seventy bio Announces Appointments of Eli Casdin and Charles Newton to Board of Directors

Engine Capital Sends Letter to 2seventy's Board of Directors Outlining Steps to Maximize Shareholder Value

Deep Genomics Announces the Appointment of Brian O'Callaghan as CEO

Casdin Capital, Llc bought $203,992 worth of shares (40,000 units at $5.10) (SEC Form 4)

Casdin Capital, Llc bought $3,899,050 worth of shares (777,377 units at $5.02) (SEC Form 4)

Amendment: SEC Form SC 13G/A filed by 2seventy bio Inc.

SEC Form SC 13G/A filed by 2seventy bio Inc. (Amendment)

SEC Form SC 13G/A filed by 2seventy bio Inc. (Amendment)

2seventy bio downgraded by Goldman with a new price target

2seventy bio downgraded by TD Cowen

2seventy bio upgraded by Leerink Partners with a new price target

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

2seventy bio Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

Amendment: SEC Form SC TO-T/A filed by 2seventy bio Inc.

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