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Fair Value of Financial Instruments | 12 Months Ended
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Dec. 31, 2024
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | 4. f air value of financial instruments The Company’s financial instruments that are measured at fair value on a recurring basis consist of cash equivalents, marketable securities, equity securities of Verve Therapeutics, Inc., or Verve, and Prime Medicine, Inc., or Prime, contingent consideration liabilities related to the Agreement and Plan of Merger, dated February 23, 2021, between the Company and Guide, or the Guide Merger Agreement, success payment derivative liabilities pursuant to the Harvard and Broad License Agreements and settlement payment derivative liabilities associated with a settlement agreement with a research institution. The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at December 31, 2024 (in thousands):
|  | Carrying amount |  |  | Fair value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 281,786 |  |  | $ | 281,786 |  |  | $ | 281,786 |  |  | $ | — |  |  | $ | — |
Commercial paper |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Marketable securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial paper |  |  | 181,296 |  |  |  | 181,296 |  |  |  | — |  |  |  | 181,296 |  |  |  | — |
Corporate notes |  |  | 100,165 |  |  |  | 100,165 |  |  |  | — |  |  |  | 100,165 |  |  |  | — |
U.S. Treasury securities |  |  | 164,770 |  |  |  | 164,770 |  |  |  | — |  |  |  | 164,770 |  |  |  | — |
U.S. Government securities |  |  | 114,761 |  |  |  | 114,761 |  |  |  | — |  |  |  | 114,761 |  |  |  | — |
Corporate equity securities |  |  | 7,781 |  |  |  | 7,781 |  |  |  | 7,781 |  |  |  | — |  |  |  | — |
Total assets |  | $ | 850,559 |  |  | $ | 850,559 |  |  | $ | 289,567 |  |  | $ | 560,992 |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Success payment liability – Harvard |  | $ | 3,900 |  |  | $ | 3,900 |  |  | $ | — |  |  | $ | — |  |  | $ | 3,900 |
Success payment liability – Broad Institute |  |  | 4,500 |  |  |  | 4,500 |  |  |  | — |  |  |  | — |  |  |  | 4,500 |
Derivative settlement liability |  |  | 5,404 |  |  |  | 5,404 |  |  |  | — |  |  |  | — |  |  |  | 5,404 |
Contingent consideration liability – Technology |  |  | 496 |  |  |  | 496 |  |  |  | — |  |  |  | — |  |  |  | 496 |
Contingent consideration liability – Product |  |  | 635 |  |  |  | 635 |  |  |  | — |  |  |  | — |  |  |  | 635 |
Total liabilities |  | $ | 14,935 |  |  | $ | 14,935 |  |  | $ | — |  |  | $ | — |  |  | $ | 14,935 |
The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy at December 31, 2023 (in thousands):
|  | Carrying amount |  |  | Fair value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 435,689 |  |  | $ | 435,689 |  |  | $ | 435,689 |  |  | $ | — |  |  | $ | — |
Marketable securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial paper |  |  | 285,289 |  |  |  | 285,289 |  |  |  | — |  |  |  | 285,289 |  |  |  | — |
Corporate notes |  |  | 23,525 |  |  |  | 23,525 |  |  |  | — |  |  |  | 23,525 |  |  |  | — |
U.S. Treasury securities |  |  | 152,147 |  |  |  | 152,147 |  |  |  | — |  |  |  | 152,147 |  |  |  | — |
U.S. Government securities |  |  | 271,145 |  |  |  | 271,145 |  |  |  | — |  |  |  | 271,145 |  |  |  | — |
Corporate equity securities |  |  | 21,875 |  |  |  | 21,875 |  |  |  | 21,875 |  |  |  | — |  |  |  | — |
Total assets |  | $ | 1,189,670 |  |  | $ | 1,189,670 |  |  | $ | 457,564 |  |  | $ | 732,106 |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Success payment liability – Harvard |  | $ | 5,200 |  |  | $ | 5,200 |  |  | $ | — |  |  | $ | — |  |  | $ | 5,200 |
Success payment liability – Broad Institute |  |  | 5,600 |  |  |  | 5,600 |  |  |  | — |  |  |  | — |  |  |  | 5,600 |
Contingent consideration liability – Technology |  |  | 1,371 |  |  |  | 1,371 |  |  |  | — |  |  |  | — |  |  |  | 1,371 |
Contingent consideration liability – Product |  |  | 1,352 |  |  |  | 1,352 |  |  |  | — |  |  |  | — |  |  |  | 1,352 |
Total liabilities |  | $ | 13,523 |  |  | $ | 13,523 |  |  | $ | — |  |  | $ | — |  |  | $ | 13,523 |
Cash equivalents – Money market funds included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Commercial paper and corporate notes are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through using models or other valuation methodologies. Marketable securities – Marketable securities, excluding corporate equity securities, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. During the years ended December 31, 2024 and 2023, the Company held an investment in Verve consisting of shares of Verve’s common stock. As of December 31, 2024, the Company owned 546,970 shares of Verve's common stock, the value of which is included in marketable securities in the consolidated balance sheet. The Company recorded the investment at fair value of $3.1 million and $7.6 million as of December 31, 2024 and 2023, respectively. The Company recognized $4.5 million and $3.0 million of other expense during the years ended December 31, 2024 and 2023, respectively, associated with changes in the fair value of Verve's common stock. In October 2022, Prime completed an initial public offering of its common stock. As of December 31, 2024 and 2023, the Company owned 1,608,337 shares of Prime's common stock valued at $4.7 million and $14.2 million, respectively. The Company recognized $9.6 million and $15.6 million of other expense during the years ended December 31, 2024 and 2023, respectively, associated with changes in the fair value of Prime's common stock. The following table summarizes other income (expense) incurred due to changes in the fair value of corporate equity securities held (in thousands):
|  | Years Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Other income (expense) |  | $ | (14,093 | ) |  | $ | (18,592 | ) |  | $ | 20,200 |
Success Payment Liability – As discussed further in Note 9, the Company is required to make payments to Harvard and Broad Institute based upon the achievement of specified multiples of the initial weighted average value of the Company’s Series A Preferred or, subsequent to the IPO, the market value of the Company's common stock, at specified valuation dates. The Company’s liability for the share-based success payments under the Harvard and Broad License Agreements are carried at fair value. To determine the estimated fair value of the success payment liability, the Company uses a Monte Carlo simulation methodology, which models the future movement of stock prices based on several key variables. The following variables were incorporated in the calculation of the estimated fair value of the Harvard and Broad Institute success payment liabilities:
|  | Harvard |  |  | Broad Institute |
|  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2024 |  |  | December 31, 2023 |
Fair value of common stock (per share) |  | $ | 24.80 |  |  | $ | 27.22 |  |  | $ | 24.80 |  |  | $ | 27.22 |
Expected volatility |  |  | 78 | % |  |  | 80 | % |  |  | 81 | % |  |  | 79 | %
Expected term (years) |  | 0.03-4.49 |  |  | 0.06-5.49 |  |  | 0.03-5.36 |  |  | 0.06-6.36 |
The computation of expected volatility was estimated using the Company's historical volatility along with available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. In addition, the Company incorporated the estimated number, timing, and probability of valuation measurement dates in the calculation of the success payment liability. The following table reconciles the change in the fair value of success payment liabilities based on Level 3 inputs (in thousands):
|  | Year Ended December 31, 2024 |
|  | Harvard |  |  | Broad Institute |  |  | Total |
Balance at December 31, 2022 |  | $ | 9,000 |  |  | $ | 9,300 |  |  | $ | 18,300 |
Change in fair value |  |  | (3,800 | ) |  |  | (3,700 | ) |  |  | (7,500 | )
Balance at December 31, 2023 |  | $ | 5,200 |  |  | $ | 5,600 |  |  | $ | 10,800 |
Change in fair value |  |  | (1,300 | ) |  |  | (1,100 | ) |  |  | (2,400 | )
Balance at December 31, 2024 |  | $ | 3,900 |  |  | $ | 4,500 |  |  | $ | 8,400 |
Contingent consideration liabilities – Under the Guide Merger Agreement, Guide’s former stockholders and optionholders are eligible to receive up to an additional $100.0 million in technology milestone payments and $220.0 million in product milestone payments, payable in the Company’s common stock valued using the volume-weighted average price of the Company’s stock over the ten-day trading period ending two trading days prior to the date on which the applicable milestone is achieved. As these milestones are payable with a variable number of shares of the Company’s common stock, the milestone payments result in liability classification under ASC 480, Distinguishing Liabilities from Equity. These contingent consideration liabilities are carried at fair value which was estimated by applying a probability-based model, which utilized inputs based on timing of achievement that were unobservable in the market. These contingent consideration liabilities are classified within Level 3 of the fair value hierarchy. The following variables were incorporated in the calculation of the estimated fair value of the contingent consideration liabilities:
|  | Technology Milestones |  |  | Product Milestones |  |
|  | December 31, 2024 |  |  | December 31, 2023 |  |  | December 31, 2024 |  |  | December 31, 2023 |  |
Discount Rate |  |  | 10.00 | % |  |  | 10.00 | % |  |  | 10.00 | % |  |  | 10.00 | % |
Probability of Achievement |  |  | 2 | % |  | 2-5% |  |  | 1-2% |  |  | 1-2% |  |
Projected Year of Achievement |  | 2026 |  |  | 2025 |  |  | 2028-2034 |  |  | 2025-2031 |  |
The following table reconciles the change in fair value of the contingent consideration liabilities based on level 3 inputs (in thousands):
|  | Year Ended December 31, 2024 |
|  | Technology Milestones |  |  | Product Milestones |  |  | Total |
Balance at December 31, 2022 |  | $ | 6,025 |  |  | $ | 6,438 |  |  | $ | 12,463 |
Change in fair value |  |  | (4,654 | ) |  |  | (5,086 | ) |  |  | (9,740 | )
Balance at December 31, 2023 |  | $ | 1,371 |  |  | $ | 1,352 |  |  | $ | 2,723 |
Change in fair value |  |  | (875 | ) |  |  | (717 | ) |  |  | (1,592 | )
Balance at December 31, 2024 |  | $ | 496 |  |  | $ | 635 |  |  | $ | 1,131 |
Derivative settlement liability – On July 19, 2024, the Company entered into a settlement agreement with a research institution pursuant to which, in exchange for a release of claims in its favor, the Company agreed, among other things, to pay the research institution an upfront payment of $15.0 million and to make additional payments contingent upon the development and commercialization of BEAM-102 and BEAM-302. These contingent payments consist of certain development, regulatory, and sales-based milestone payments, as well as a 1% royalty through 2038. Any amounts due must be settled in cash. The maximum amount of development and regulatory milestone payments under the settlement agreement is $15.0 million, and the maximum amount of sales milestone payments is $35 million, per program. The Company paid the $15.0 million upfront payment during the 12 months ended December 31, 2024. There was no material charge related to this settlement in the year ended December 31, 2024 as the settlement value was substantially accrued in prior periods. The contingent settlement payments are accounted for as a derivative under Accounting Standards Codification 815, Derivatives and Hedging, as the potential payments meet the definition of a derivative and are not subject to any scope exceptions. The derivative liability is recorded at fair value on the Company's balance sheet with changes in value recognized in interest and other income (expense) in the consolidated statement of operations and other comprehensive loss. To determine the estimated fair value of the liability, the Company applied a probability-based model, which utilized inputs based on the potential achievement and related timing of certain development, regulatory and sales-based milestones that were unobservable in the market. This derivative liability is classified within Level 3 of the fair value hierarchy above. The following assumptions were incorporated in the calculation of the fair value of the derivative settlement liability:
|  | Milestones |
|  | December 31, 2024 |
Discount rate |  |  | 10.00 | %
Probability of achievement of settlement payments |  | 3%-44% |
Projected Year of achievement of settlement payments |  | 2027-2038 |
The following table reconciles the change in fair value of the derivative liability based on level 3 inputs (in thousands):
|  | Year Ended December 31, 2024 |
|  | Total |
Balance at December 31, 2023 |  | $ | — |
Initial recognition of derivative liability |  |  | 5,276 |
Change in fair value |  |  | 128 |
Balance at December 31, 2024 |  | $ | 5,404 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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