0000950170-23-038319 | 10-Q | XBRL Viewer | Precision Biosciences INC

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Collaboration and License Agreements - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 14, 2022	Jan. 06, 2021	Jul. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Collaboration and License Agreements [Line items]
Equity method investments								$ 2,172,000
Revenue				$ 19,789,000	$ 3,820,000	$ 28,569,000	$ 7,137,000
Deferred revenue				$ 23,811,000		$ 23,811,000		$ 46,192,000
Common stock, shares issued				115,880,989		115,880,989		111,774,507
Proceeds from offering of common stock, net of issuance costs						$ 2,297,000	49,535,000
Prepaid expenses				$ 8,915,000		8,915,000		$ 7,552,000
Research and development				21,946,000	22,936,000	44,104,000	42,908,000
Revenue recorded included in deferred revenue						28,600,000
Research and Development Arrangement
Collaboration and License Agreements [Line items]
Research and development							1,700,000
Research and Development Arrangement \| Current Liabilities
Collaboration and License Agreements [Line items]
Deferred revenue				11,900,000		11,900,000		27,900,000
Research and Development Arrangement \| Novartis Pharma AG
Collaboration and License Agreements [Line items]
Upfront cash payment	$ 50,000,000
Milestone payments to be received for additional targets	$ 1,400,000,000
Obligation to pay royalties expiry date	10 years
Transaction price from the Stock Purchase Agreement	$ 13,400,000
Revenue				4,800,000	0	10,600,000	0
Deferred revenue related to agreement				44,000,000		$ 44,000,000		54,200,000
Research and Development Arrangement \| Novartis Pharma AG \| Stock Purchase Agreement
Collaboration and License Agreements [Line items]
Upfront cash payment			$ 50,000,000
Sale of stock, number of shares issued in transaction	12,407,440
Aggregate purchase price	$ 25,000,000
Sale of stock, price per share	$ 2.01
Percentage of premium over the volume-weighted-average-price of the company’s common stock	20.00%
Upfront Compensation	$ 75,000,000
Equity upon the issuance of the shares	11,600,000
Transaction price allocated to the revenue arrangement	$ 63,400,000
Sale of stock, description of transaction						Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties.
Research and Development Arrangement \| Prevail
Collaboration and License Agreements [Line items]
Upfront cash payment		$ 100,000,000
Milestone payments to be received for additional targets		420,000,000
Transaction price from the Stock Purchase Agreement		7,300,000
Revenue				15,000,000	3,800,000	$ 17,900,000	7,100,000
Deferred revenue related to agreement				57,900,000		57,900,000		74,800,000
Research and Development Arrangement \| Prevail \| Current Liabilities
Collaboration and License Agreements [Line items]
Deferred revenue				11,900,000		11,900,000		$ 18,300,000
Research and Development Arrangement \| Prevail \| Minimum
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets		390,000,000
Research and Development Arrangement \| Prevail \| Maximum
Collaboration and License Agreements [Line items]
Milestone payments to be received for additional targets		395,000,000
Research and Development Arrangement \| Prevail \| Stock Purchase Agreement
Collaboration and License Agreements [Line items]
Upfront Compensation		135,000,000
Equity upon the issuance of the shares		27,700,000
Transaction price allocated to the revenue arrangement		$ 107,300,000
Common stock, shares issued		3,762,190
Proceeds from offering of common stock, net of issuance costs		$ 35,000,000
Research and Development Arrangement \| iECURE
Collaboration and License Agreements [Line items]
Carrying value of fair value				$ 800,000	$ 0	$ 800,000	$ 0

Elo Transaction

6 Months Ended

Jun. 30, 2023

Deconsolidation Of Subsidiary [Abstract]

Elo Transaction

NOTE 8: Elo Transaction

On December 17, 2021, the Company and its then wholly owned subsidiary, Elo Life Systems, Inc., entered into an agreement with a syndicate of investors, pursuant to which the Company contributed substantially all of the assets of Elo Life Systems, Inc. to a newly formed entity (the “Elo Transaction”). In connection with the Elo Transaction, the Company granted the newly formed entity ("New Elo") an exclusive license to certain of the Company’s intellectual property for use in non-medical applications with respect to plants, farm animals and certain other organisms. As consideration for the assets contributed and license granted by the Company to New Elo, the Company received Common Stock in New Elo and a $10.0 million promissory note payable from New Elo (the "Note Receivable").

Investment in New Elo

It was determined that the Company possesses the ability to exercise significant influence over the operating and financial policies of New Elo. Accordingly, the Company accounts for its investment in New Elo under the equity method.

The Company owned approximately 37% of New Elo's voting shares as of June 30, 2023 and December 31, 2022. The Company’s proportionate share of New Elo’s net loss for the six months ended June 30, 2023 and 2022 was $2.7 million and $2.4 million, respectively. As the Company's cumulative proportionate share of New Elo's net loss exceeded the carrying value of the Investment in New Elo, the carrying value of the Investment in New Elo was reduced to $0 as of June 30, 2023. In accordance with ASC 323, the Company will continue to record its proportionate share of New Elo's net loss in the condensed statement of operations along with a corresponding reduction in the carrying value of the Note Receivable.

Note Receivable

The Note Receivable matures on the earlier of (i) December 1, 2028 or (ii) a Deemed Liquidation Event (as defined in the New Elo’s Amended and Restated Certificate of Incorporation). The Note Receivable accrues interest at 2.00% per annum and is payable annually on December 17th.

As of June 30, 2023, the carrying value of the Note Receivable was $6.9 million including a $0.5 million decrease in the carrying value as a result of equity method investment losses. The remaining $3.1 million discount on the Note Receivable will be amortized to interest income over the life of the Note.

Description of Business and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is a clinical stage gene editing company dedicated to improving life by developing ex vivo allogeneic CAR T immunotherapies and in vivo therapies for genetic and infectious diseases with the application of the Company’s wholly owned proprietary ARCUS genome editing platform.

Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, developing manufacturing processes, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations.

Unaudited Interim Financial Information

The accompanying unaudited condensed financial statements and notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 9, 2023.

The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the Company’s condensed financial position as of June 30, 2023 and condensed results of operations for the three and six months ended June 30, 2023 and 2022 and the condensed cash flows for the six months ended June 30, 2023 and 2022, have been made. The Company’s condensed results of operations for the three and six months ended June 30, 2023 and the condensed cash flows for the six months ended June 30, 2023 are not necessarily indicative of the results of operations and cash flows that may be expected for the year ending December 31, 2023.

Summary of Significant Accounting Policies

Revenue Recognition for Contracts with Customers

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the

customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes.

The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the six months ended June 30, 2023, the Company recorded cumulative catch up adjustments on its contracts with customers that increased revenue recognition by $8.8 million; the cumulative catch-up adjustments resulted from a decrease in total estimated effort required to satisfy performance obligations and an increase in variable consideration included in the transaction price related to estimated fees to be received from customers. During the six months ended June 30, 2023, the Company recorded $28.6 million in revenue that was included in deferred revenue as of December 31, 2022.

Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed balance sheets.

Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment.

Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements.

Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements.

Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following:

non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales.

The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine 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, the Company first determines 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, are within the scope of ASC 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 ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above.

For additional discussion of accounting for collaboration revenues, see Note 6, Collaboration and License Agreements.

Segment Reporting - Additional Information (Details)	6 Months Ended
Segment Reporting - Additional Information (Details)	Jun. 30, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segments	1

Share-Based Compensation - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Mar. 12, 2019	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		12,515,252		12,515,252		13,722,852
Share based compensation expense		$ 3,874,000	$ 5,138,000	$ 7,966,000	$ 9,528,000
Unrecognized compensation cost		$ 25,500,000		$ 25,500,000
Weighted-average period for recognition of compensation cost				2 years 1 month 6 days
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Intrinsic value of Stock options exercised				$ 100,000	700,000
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		7,187,032		7,187,032		3,619,284
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross				4,836,950
ESPP \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense				$ 100,000	$ 100,000
2006 and 2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		1,529,280		1,529,280
Remaining shares available to be granted		0		0
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		7,696,552		7,696,552
Number of shares available for issuance	4,750,000	11,028,560		11,028,560
Number of shares available to be issued		1,689,666		1,689,666
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock	4.00%
2019 Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		7,187,032		7,187,032
2019 ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted		2,554,156		2,554,156
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock				1.00%
Increase in common stock available for issuance		2,757,139		2,757,139
Purchase of common stock through payroll deductions expressed in percentage of fair market value				85.00%
Total number of shares issued under 2019 ESPP		727,983		727,983
2019 ESPP \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted	525,000
Inducement Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		3,289,420		3,289,420
Number of shares available for issuance		5,486,918		5,486,918
Inducement Award Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum shares allowed to be issued under ESPP		9,000,000		9,000,000

Share-Based Compensation - Summary of Activity of RSUs (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested RSUs as of December 31, 2022 \| shares	3,619,284
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross \| shares	4,836,950
Forfeited \| shares	(360,622)
Vested \| shares	(908,580)
Unvested RSUs as of June 30, 2023 \| shares	7,187,032
Weighted-Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 3.55
Weighted-Average Grant Date Fair Value, Granted \| $ / shares	1.15
Weighted-Average Grant Date Fair Value, Forfeited \| $ / shares	4.43
Weighted-Average Grant Date Fair Value, Vested \| $ / shares	5.03
Weighted-Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 1.7

Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NOTE 10: NET LOSS PER SHARE

The Company calculates basic net loss per share by dividing net loss for each respective period by the weighted average number of common shares outstanding for each respective period. The Company computes diluted net loss per share after giving consideration to the dilutive effect of unvested RSUs, stock options and unsettled ESPP contributions that are outstanding during the period, except where such securities would be anti-dilutive. The Company’s diluted net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2023 and 2022 given all potential shares of common stock are anti-dilutive as a result of the net loss for all reporting periods.

The computations of basic and diluted net loss per share attributable to common stockholders are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss (in thousands)	$	(11,891	)	$	(31,035	)	$	(36,951	)	$	(59,203	)
Weighted-average common shares outstanding basic and diluted		114,099,594			67,954,688			112,708,231			64,512,356
Net loss per share, basic and diluted	$	(0.10	)	$	(0.46	)	$	(0.33	)	$	(0.92	)

The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Unvested RSUs		7,235,594		2,310,570		6,919,352		1,780,491
Stock Options		262,814		723,854		355,119		1,227,993
Unsettled ESPP Contributions		399,283		36,645		266,189		24,700
Total common stock equivalents excluded from diluted net loss per share		7,897,691		3,071,069		7,540,660		3,033,184

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computations of basic and diluted net loss per share attributable to common stockholders are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss (in thousands)	$	(11,891	)	$	(31,035	)	$	(36,951	)	$	(59,203	)
Weighted-average common shares outstanding basic and diluted		114,099,594			67,954,688			112,708,231			64,512,356
Net loss per share, basic and diluted	$	(0.10	)	$	(0.46	)	$	(0.33	)	$	(0.92	)

Schedule of Common Share Equivalent Securities Excluded from Calculation of Diluted Net Loss per Share

The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Unvested RSUs		7,235,594		2,310,570		6,919,352		1,780,491
Stock Options		262,814		723,854		355,119		1,227,993
Unsettled ESPP Contributions		399,283		36,645		266,189		24,700
Total common stock equivalents excluded from diluted net loss per share		7,897,691		3,071,069		7,540,660		3,033,184

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 5: STOCKHOLDERS’ EQUITY

Capital Structure

On April 1, 2019, the Company filed an amendment to its amended and restated certificate of incorporation pursuant to which, among other things, the Company increased its authorized shares to 210,000,000 shares of capital stock, of which 200,000,000 shares were designated as $0.000005 par value common stock and 10,000,000 shares were designated as $0.0001 par value preferred stock.

- Definition

The entire disclosure for equity.

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+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4: COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to various legal matters and claims in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, in the opinion of management, there are currently no such known matters that will have a material effect on the financial condition, results of operations or cash flows of the Company.

Servier Program Purchase Agreement

On April 9, 2021, the Company entered into a program purchase agreement with Les Laboratoires Servier and Institut de Recherches Internationales Servier (collectively, “Servier”), pursuant to which the Company reacquired all of its global development and commercialization rights previously granted to Servier pursuant to the Development and Commercial License Agreement by and between Servier and the Company, dated February 24, 2016, as amended (the “Servier Agreement”), and mutually terminated the Servier Agreement (the “Program Purchase Agreement”).

The Program Purchase Agreement requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product. Management assessed the likelihood of each of the regulatory and commercial milestones included in the Program Purchase Agreement in accordance with ASC 450, Contingencies (“ASC 450”). If the assessment of a contingency indicates that it is probable that the milestone will be achieved and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed financial statements. Accordingly, a $10.0 million financial contract liability is included in the condensed balance sheets as of June 30, 2023 and December 31, 2022 for estimated contingent liabilities payable pursuant to the Program Purchase Agreement.

Leases

The Company has operating leases for real estate in North Carolina and does not have any finance leases.

In May 2023, the Company commenced a lease for additional space at its MCAT Facility ("Expansion Space"). As such, the Company recorded an operating right-of-use asset and an operating lease liability for the Expansion Space in the condensed balance sheet as of June 30, 2023.

The Company has existing leases in which the non-lease components (e.g., common area maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use assets and lease liabilities but rather reflected as an expense in the period incurred. Additionally, the Company has leases that have a term of twelve months or less upon commencement date, which are considered short-term in nature. Accordingly, short-term leases are not included on the Company's condensed balance sheets and are expensed in the period incurred.

The elements of lease expense were as follows:


	For the Six Months Ended June 30,
(in thousands)	2023			2022
Lease Cost
Operating lease cost	$	932		$	822
Short-term lease cost	371			278
Variable lease cost	446				424
Total Lease Cost	$	1,749		$	1,524

Other Information
Operating right-of-use assets obtained in exchange for lease obligations		2,491		—
Operating lease liabilities arising from obtaining right-of-use assets		(1,864	)	—

Operating Leases
Weighted average remaining lease term (in years)		3.1			3.3

Operating Leases
Weighted average discount rate		7.9	%		7.8	%

Future lease payments under non-cancelable operating leases with terms of greater than one year as of June 30, 2023, were as follows:


(in thousands)	June 30, 2023
2023 (excluding the six months ended June 30, 2023)	$	1,401
2024		2,107
2025		1,058
2026		1,090
2027		743
Total lease payments		6,399
Less: imputed interest		727
Total operating lease liabilities	$	5,672

Supply Agreements

The Company enters into contracts in the normal course of business with contract manufacturing organizations (“CMOs”) for the manufacture of clinical trial materials and contract research organizations (“CROs”) for clinical trial services. These agreements provide for termination at the request of either party with less than one-year notice and are, therefore, cancelable contracts and, if canceled, are not anticipated to have a material effect on the financial condition, results of operations, or cash flows of the Company.

Commitments and Contingencies - Schedule of Future Lease Payments under Non-Cancelable Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2023 (excluding the six months ended June 30, 2023)	$ 1,401
2024	2,107
2025	1,058
2026	1,090
2027	743
Total lease payments	6,399
Less: imputed interest	727
Total operating lease liabilities	$ 5,672

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 2: FAIR VALUE MEASUREMENTS

The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands):


June 30, 2023	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	20,154	$	20,154	$	—	$	—
Repurchase agreements		—		—		—		—
Investment in iECURE		1,807		—		—		1,807
	$	21,961	$	20,154	$	—	$	1,807

Liabilities:
Final payment fee	$	199	$	—	$	199	$	—
	$	199	$	—	$	199	$	—


December 31, 2022	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	868	$	868	$	—	$	—
Repurchase agreements		40,000		—		40,000		—
Investment in iECURE		2,576		—		—		2,576
	$	43,444	$	868	$	40,000	$	2,576

Liabilities:
Final payment fee	$	199	$	—	$	199	$	—
	$	199	$	—	$	199	$	—

The carrying amounts of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis and to minimize the use of unobservable inputs when determining their fair value. The three tiers are defined as follows:

Level 1—Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities

Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly

Level 3—Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions

Cash Equivalents

As of June 30, 2023 the Company held cash equivalents which were composed of investments in money market funds. As of December 31, 2022, the Company held cash equivalents which were composed of money market funds and repurchase agreements that were purchased through repurchase intermediary banks and collateralized by deposits in the form of government securities and obligations. The Company classifies investments in money market funds within Level 1 of the fair value hierarchy as the prices are available from quoted prices in active markets. Investments in repurchase agreements are classified within Level 2 of the fair value hierarchy as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers.

Investment in iECURE

In August 2021, the Company entered into an Equity Issuance Agreement with iECURE, Inc. (“iECURE”), pursuant to which iECURE issued the Company common stock in iECURE (the “iECURE equity”) as additional consideration for a license to use the Company’s PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four pre-specified rare genetic diseases. On issuance, the Company accounted for the iECURE equity at fair value under ASC 825, Financial Instruments (“ASC 825”). Accordingly, the Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the six months ended June 30, 2023, the Company recorded a $0.8 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE's Series A-1 equity issued in such period. There was no assessed change in the fair value of the iECURE equity during the six months ended June

30, 2022.

The Company classifies the iECURE equity within Level 3 of the fair value hierarchy as the assessed fair value was based on significant unobservable inputs given iECURE equity is not traded on a public exchange.

Final Payment Fee

The Company is required to pay a final payment fee upon maturity of the Revolving Line (as defined in Note 3, Debt, below). The final payment fee was determined to be a derivative under ASC 815, therefore these fees were initially measured at fair value and recorded as debt discount to be amortized to interest expense over the term of the Revolving Line. Accordingly, the Company will adjust the carrying value of the final payment fee to fair value each reporting period with any changes in fair value recorded to other income (expense). There was no assessed change in fair value of the final payment fee during the six months ended June 30, 2023.

The Company classifies the final payment fee within Level 2 of the fair value hierarchy as the assessed fair value is based on observable market inputs including the Company’s current borrowing rate. The final payment fee is included in other current liabilities within the condensed balance sheet as of June 30, 2023 and other noncurrent liabilities within the condensed balance sheet as of December 31, 2022.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows used in operating activities:
Net loss	$ (36,951)	$ (59,203)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,918	3,897
Share-based compensation	7,966	9,528
(Gain) loss on disposal of assets	(65)	58
Non-cash interest expense	263	125
Amortization of right-of-use assets	745	585
Change in fair value of equity investments	769
Loss from equity method investment	2,710	2,400
Amortization of discount on note receivable	(189)	(175)
Changes in operating assets and liabilities:
Prepaid expenses	(1,363)	4,802
Accounts receivable	68	(50,019)
Other assets and other current assets	954	(4,779)
Accounts payable	(444)	(575)
Other liabilities and other current liabilities	(3,490)	(2,711)
Deferred revenue	(27,169)	43,856
Lease liabilities and right-of-use assets	(320)	(885)
Net cash used in operating activities	(52,598)	(53,096)
Cash flows from investing activities:
Proceeds from sale of equipment	70
Purchases of property, equipment and software	(1,597)	(1,597)
Purchases of intangible assets	(250)
Net cash used in investing activities	(1,777)	(1,597)
Cash flows from financing activities:
Proceeds from stock option exercises	30	378
Proceeds from employee stock purchase plan	266	282
Proceeds from offering of common stock, net of issuance costs	2,297	49,535
Proceeds from offering of common stock to collaboration partners		25,000
Borrowings from revolving credit facility, net of issuance costs paid to lender		19,970
Net cash provided by financing activities	2,593	95,165
Net (decrease) increase in cash and cash equivalents	(51,782)	40,472
Cash and cash equivalents—beginning of period	189,576	143,663
Cash and cash equivalents —end of period	137,794	184,135
Supplemental disclosures of noncash activities:
Property, equipment and software additions included in accounts payable and other current liabilities	4	505
Common stock issuance costs included in accrued expenses		190
Cash paid for interest	$ 968	$ 103

Description of Business and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue Recognition for Contracts with Customers

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

For additional discussion of accounting for collaboration revenues, see Note 6, Collaboration and License Agreements.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

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+ Details

Net Loss Per Share - Schedule Of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss (in thousands)	$ (11,891)	$ (25,060)	$ (31,035)	$ (28,168)	$ (36,951)	$ (59,203)
Weighted average common shares outstanding - basic	114,099,594		67,954,688		112,708,231	64,512,356
Weighted average common shares outstanding - diluted	114,099,594		67,954,688		112,708,231	64,512,356
Net loss per share - basic	$ (0.1)		$ (0.46)		$ (0.33)	$ (0.92)
Net loss per share - diluted	$ (0.1)		$ (0.46)		$ (0.33)	$ (0.92)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Date of incorporation	Jan. 26, 2006
Revenue recorded included in deferred revenue	$ 28,600,000
Maximum
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Revenue for changes in total estimated time to be incurred in the future to satisfy the performance obligation	$ 8,800,000

Collaboration and License Agreements

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

COLLABORATION AND LICENSE AGREEMENTS

NOTE 6: COLLABORATION AND LICENSE AGREEMENTS

Collaboration and License Agreement with Novartis

On June 14, 2022, the Company entered into a collaboration and license agreement (the “Novartis Agreement”) with Novartis Pharma AG (“Novartis”), which became effective on June 15, 2022 (the “Novartis Effective Date”), to collaborate to discover and develop in vivo gene editing products incorporating our custom ARCUS nucleases for the purpose of seeking to research and develop potential treatments for certain diseases (as defined in the Novartis Agreement, the “Licensed Products”). Any initial Licensed Products will be developed for the potential treatment of certain hemoglobinopathies, including sickle cell disease and beta thalassemia.

Pursuant to the terms of the Novartis Agreement, the Company will develop an ARCUS nuclease and conduct in vitro characterization for the Licensed Products, with Novartis then assuming responsibility for all subsequent development, manufacturing and commercialization activities. Novartis will receive an exclusive license for, and be required to use commercially reasonable efforts to conduct all subsequent research, development, manufacture and commercialization activities with respect to the Licensed Products. The Company will initially develop a single, custom ARCUS nuclease for a defined “safe harbor” target site for insertion of specified therapeutic payloads in the patient’s genome (the “Initial Nuclease”) for Novartis to further develop as a potential in vivo treatment option for certain hemoglobinopathies, including sickle cell disease and beta thalassemia. Pursuant to the terms of the Novartis Agreement, Novartis may elect, subject to payment of a fee to the Company, to replace Licensed Products based on the Initial Nuclease with Licensed Products based on a second custom ARCUS nuclease the Company designs for gene editing of a specified human gene target associated with hemoglobinopathies (the “Replacement Nuclease”). Additionally, Novartis has the option, upon payment of a fee to the Company for each exercise of the option, to include Licensed Products utilizing the Initial Nuclease for insertion of up to three additional specified therapeutic payloads at the “safe harbor” target site, each intended to treat a particular genetic disease. The exercise period for such option ends on the earlier of (a) the fourth anniversary of the Novartis Effective Date and (b) the replacement of the Initial Nuclease with the Replacement Nuclease as described above.

In July 2022, the Company received a $50.0 million upfront cash payment under the Novartis Agreement. Additionally, on the Novartis Effective Date, Novartis made an equity investment in the Company’s common stock pursuant to a stock purchase agreement (the “Novartis Stock Purchase Agreement”) pursuant to which, on the Novartis Effective Date, the Company issued and sold to Novartis 12,407,440 shares of the Company’s common stock (the “Novartis Shares”) in a private placement transaction for an aggregate purchase price of $25.0 million, or approximately $2.01 per share. The price per share of the Company’s common stock under the Novartis Stock Purchase Agreement represented a 20% premium over the volume-weighted-average-price of the Company’s common stock over the 10 trading days preceding the execution date of the Novartis Stock Purchase Agreement. Management concluded that the Novartis Stock Purchase Agreement was to be combined with the Novartis Agreement for accounting purposes. Of the total $75.0 million upfront compensation, the Company applied equity accounting guidance to measure the $11.6 million recorded in equity upon the issuance of the shares, and $63.4 million was identified as transaction price allocated to the revenue arrangement.

Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties.

On the Novartis Effective Date, the Company and Novartis also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed, within the time periods specified in the Registration Rights Agreement, to register the resale of the Novartis Shares on a registration statement to be filed with the SEC. The Registration Rights Agreement contains customary indemnification provisions, and all registration rights terminate in their entirety effective on the first date on which there cease to be any Registrable Securities (as defined in the Registration Rights Agreement) outstanding.

The Company will also be eligible to receive milestone payments of up to an aggregate of approximately $1.4 billion as well as certain research funding. If Licensed Products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit to low-double digit percentages on net sales of Licensed Products, subject to customary potential reductions. Novartis’s obligation to pay royalties to us expires on a country-by-country and Licensed Product-by-Licensed Product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following the first commercial sale of the Licensed Product.

Unless earlier terminated, the Novartis Agreement will remain in effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration of a defined royalty term for each Licensed Product and country. Novartis has the right to terminate the Novartis Agreement without cause by providing advance notice to the Company. Either party may terminate the Novartis Agreement for material breach by the other party and a failure to cure such breach within the time period specified in the Novartis Agreement. The Company may also terminate the Novartis Agreement in the event that Novartis brings a challenge to our patents.

The Company assessed the Novartis Agreement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Novartis contains the following promises: (i) license of intellectual property; (ii) performance of research and development (“R&D”) services, and (iii) Joint Steering Committee (“JSC”) participation. The Company determined that the license of intellectual property and R&D services were not distinct from each other, as the license and R&D services are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation.

The Company recognizes revenue from the $50.0 million upfront cash payment, $13.4 million allocated to the transaction price from the Novartis Stock Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual hours of research work performed relative to expected hours of research work to be incurred in the future to satisfy the performance obligation. Management will evaluate and adjust the total expected research effort for the performance obligation on a quarterly basis based upon actual research hours incurred to date relative to research hour forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

During the three and six months ended June 30, 2023 the Company recognized revenue under the Novartis Agreement of $4.8 million and $10.6 million, respectively. No revenue was recognized under the Novartis Agreement during the three and six months ended June 30, 2022. Deferred revenue related to the Novartis Agreement amounted to $44.0 million and $54.2 million as of June 30, 2023 and December 31, 2022, respectively, of which $11.9 million and $27.9 million, respectively, was included in current liabilities within the condensed balance sheets.

Development and License Agreement with Prevail

On November 19, 2020, the Company entered into a development and license agreement with Eli Lilly and Company (“Lilly”) to collaborate to discover and develop in vivo gene editing products incorporating the Company’s ARCUS nucleases to utilize ARCUS for the research and development of potential in vivo therapies for genetic disorders (the “Original Lilly/Prevail Agreement”). The Original Lilly/Prevail Agreement was subsequently assigned to Prevail Therapeutics Inc. (“Prevail”), a wholly-owned subsidiary of Lilly, effective November 1, 2022.

On June 30, 2023, the Company entered into an amended and restated development and license agreement (the “Lilly/Prevail Agreement”) with Prevail. The Lilly/Prevail Agreement amends and restates the Original Lilly/Prevail Agreement. Pursuant to the terms of the Lilly/Prevail Agreement, Prevail and the Company will continue to collaborate on developing the Company’s ARCUS nucleases for the research and development of potential in vivo therapies for genetic disorders, including Duchenne muscular dystrophy, a liver-directed target, and a central nervous system directed target. Prevail also continues to have the right to nominate up to three additional gene targets for genetic disorders over the initial nomination period of four years. Prevail may extend the nomination period for an additional two years from the date on which such initial nomination period ends, upon Prevail’s election and payment of an extension

fee. Additionally, Prevail has the option to replace up to two gene targets upon Prevail's election and payment of a replacement target fee.

The Company will continue to oversee creation, selection, in vitro development, and optimization of ARCUS nucleases with respect to the gene targets subject to the collaboration. Prevail will oversee and fund preclinical research and IND-enabling activities which were previously to be conducted by the Company at the Company's expense. Manufacturing initial clinical trial material for the first licensed product, which was previously the Company’s responsibility to conduct at Prevail’s expense, will instead be Prevail’s responsibility at Prevail’s expense. Prevail will continue to be responsible for, and must use commercially reasonable efforts with respect to, conducting clinical development and commercialization activities for licensed products resulting from the collaboration.

In connection with the closing of the Original Lilly/Prevail Agreement on January 6, 2021, the Company received an upfront cash payment of $100.0 million. Under the Lilly/Prevail Agreement, the Company will also be eligible to receive milestone payments of up to an aggregate of $390 million to $395 million per licensed product, a decrease from $420 million as provided in the Original Lilly/Prevail Agreement, as well as nomination fees for additional and replacement targets and certain research funding. This change reflects Prevail’s increased involvement in pre-clinical activities. The terms of potential nomination fees for additional targets and royalties on worldwide net sales of licensed products for which the Company may become eligible, as well as the terms of the Company’s right to elect to co-fund the clinical development of one licensed product under the Original Lilly/Prevail Agreement, are not modified by the terms of the Lilly/Prevail Agreement. If licensed products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit percentages to the low-teens percentages on world-wide net sales of the licensed products, subject to customary potential reductions. Prevail’s obligation to pay royalties to the Company expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following first commercial sale of the licensed product. Simultaneously with the entry into the Original Lilly/Prevail Agreement, the Company and Lilly entered into a Share Purchase Agreement (the “Lilly Share Purchase Agreement”), pursuant to which Lilly purchased 3,762,190 shares of the Company’s common stock for a purchase price of $35.0 million. Management concluded that the Lilly Share Purchase Agreement was to be combined with the Original Lilly/Prevail Agreement for accounting purposes. Of the total $135.0 million upfront compensation, the Company applied equity accounting guidance to measure the $27.7 million recorded in equity upon the issuance of the shares, and $107.3 million was identified as the transaction price allocated to the revenue arrangement.

The Company assessed this arrangement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Prevail contains the following promises: (i) license of intellectual property; (ii) performance of R&D services, (iii) JSC Participation, and (iv) regulatory responsibilities. The Company determined that the license of intellectual property, R&D services, and regulatory responsibilities were not distinct from each other, as the license, R&D services, and regulatory responsibilities are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation.

The Company recognizes revenue from the $100.0 million upfront cash payment, $7.3 million allocated to the transaction price from the Lilly Share Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual time of R&D activities performed relative to expected time to be incurred in the future to satisfy the performance obligation. Management evaluates and adjusts the total expected research effort for the performance obligation on a quarterly basis based upon actual research progress to date relative to research progress forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

During the three months ended June 30, 2023 and 2022, the Company recognized revenue under the Lilly/Prevail Agreement of $15.0 million and $3.8 million, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized revenue under the Lilly/Prevail Agreement of $17.9 million and $7.1 million, respectively. Deferred revenue related to the Lilly/Prevail Agreement was $57.9 million and $74.8 million as of June 30, 2023 and December 31, 2022, respectively, of which $11.9 million and $18.3 million, respectively, was included in current liabilities within the condensed balance sheets.

Development and License Agreement with iECURE

In August 2021, the Company entered into a development and license agreement with iECURE (the “iECURE DLA”) under which iECURE was to advance the Company’s PBGENE-PCSK9 candidate through preclinical activities as well as a Phase 1 clinical trial in order to gain access to a license to use the Company's PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to

develop treatments for four pre-specified rare genetic diseases, including ornithine transcarbamylase (“OTC”) deficiency (the "PCSK9 License"). Simultaneously with the entry into the iECURE DLA, the Company and iECURE entered into an equity issuance agreement (the “iECURE Equity Agreement”), pursuant to which iECURE issued the Company common stock in iECURE as additional consideration for the PCSK9 license. Additionally, the Company is eligible to receive milestone and mid-single digit to low double digit royalty payments on sales of iECURE products developed with ARCUS.

The Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the six months ended June 30, 2023, the Company recorded a $0.8 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE's Series A-1 equity issued in such period. There was no assessed change in the fair value of the iECURE equity during the six months ended June 30, 2022.

The fair value of the costs to be incurred by iECURE to progress the Company’s PBGENE-PCSK9 candidate through the Phase 1 clinical trial (the “PCSK9 Prepaid”) was recorded to the prepaid expenses and other assets line items of the condensed balance sheets. The PCSK9 Prepaid was amortized to research and development expense on a pro-rata basis as iECURE incurred costs to progress the PBGENE-PCSK9 candidate through a Phase 1 clinical trial. During the six months ended June 30, 2022, the Company recognized $1.7 million of research and development expense related to amortization of the PCSK9 Prepaid. The remaining unamortized PCSK9 Prepaid was fully impaired during the year ended December 31, 2022 as the Company made the decision to cease pursuit of PBGENE-PCSK9 for familial hypercholesterolemia with iECURE as its partner in December 2022. Accordingly, there was no PCSK9 Prepaid balance as of June 30, 2023 or December 31, 2022.

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 19,789	$ 3,820	$ 28,569	$ 7,137
Operating expenses
Research and development	21,946	22,936	44,104	42,908
General and administrative	9,830	10,438	20,916	21,118
Total operating expenses	31,776	33,374	65,020	64,026
Operating loss	(11,987)	(29,554)	(36,451)	(56,889)
Other income (expense):
Loss from equity method investment	(1,369)	(1,448)	(2,710)	(2,400)
Change in fair value of equity investment			(769)
Interest expense	(553)	(178)	(1,075)	(220)
Interest income	1,946	192	3,989	364
Gain (loss) on disposal of assets	72	(47)	65	(58)
Total other income (expense)	96	(1,481)	(500)	(2,314)
Net loss	$ (11,891)	$ (31,035)	$ (36,951)	$ (59,203)
Net loss per share - basic	$ (0.1)	$ (0.46)	$ (0.33)	$ (0.92)
Net loss per share - diluted	$ (0.1)	$ (0.46)	$ (0.33)	$ (0.92)
Weighted average shares of common stock outstanding - basic	114,099,594	67,954,688	112,708,231	64,512,356
Weighted average shares of common stock outstanding - diluted	114,099,594	67,954,688	112,708,231	64,512,356

Net Loss Per Share - Schedule of Common Share Equivalent Securities Excluded from Calculation of Diluted Net Loss per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	7,897,691	3,071,069	7,540,660	3,033,184
Unvested RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	7,235,594	2,310,570	6,919,352	1,780,491
Stock Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	262,814	723,854	355,119	1,227,993
Unsettled ESPP Contributions
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	399,283	36,645	266,189	24,700

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 21,961	$ 43,444
Liabilities	199	199
Final Payment Fee [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	199	199
Repurchase Agreements
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets		40,000
Investment in iECURE
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	1,807	2,576
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	20,154	868
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets		40,000
Liabilities	199	199
Level 2 \| Final Payment Fee [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	199	199
Level 2 \| Repurchase Agreements
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets		40,000
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	1,807	2,576
Level 3 \| Investment in iECURE
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	1,807	2,576
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	20,154	868
Money Market Funds \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 20,154	$ 868

Elo Transaction - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Deconsolidation Of Subsidiary [Line Items]
Interest rate during period	9.00%		9.00%
Carrying value of note receivable	$ 6,885		$ 6,885		$ 7,234
Loss from equity method investment	$ (1,369)	$ (1,448)	$ (2,710)	$ (2,400)
Carrying value of Investment					$ 2,172
New Elo
Deconsolidation Of Subsidiary [Line Items]
Percentage of voting shares owned	37.00%		37.00%		37.00%
Loss from equity method investment			$ (2,700)	$ (2,400)
Carrying value of Investment	$ 0		0
Promissory Note \| New Elo
Deconsolidation Of Subsidiary [Line Items]
Notes received	$ 10,000		$ 10,000
Debt instrument maturity date			Dec. 01, 2028
Interest rate during period	2.00%		2.00%
Carrying value of note receivable	$ 6,900		$ 6,900
Promissory note discount	$ 3,100		3,100
Loss from equity method investment			$ (500)

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Income Tax Disclosure [Line Items]
Uncertain tax positions		$ 0
Forecast
Income Tax Disclosure [Line Items]
Effective income tax rate	0.00%

Stockholders' Equity - Additional Information (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022	Apr. 01, 2019
Stockholders' Equity Note [Abstract]
Common and preferred stocks, shares authorized			210,000,000
Common stock, shares authorized	200,000,000	200,000,000	200,000,000
Common stock, par value	$ 0.000005	$ 0.000005	$ 0.000005
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments And Contingencies [Line Items]
Lease term	12 months
Supply Agreements
Commitments And Contingencies [Line Items]
Agreement termination notice period	1 year
Research and Development
Commitments And Contingencies [Line Items]
Contract liabilities	$ 10.0	$ 10.0

Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 3,874	$ 5,138	$ 7,966	$ 9,528
Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	3,874	5,138	7,966	9,528
Research and Development \| Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	1,335	2,146	2,601	4,158
General and Administrative \| Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 2,539	$ 2,992	$ 5,365	$ 5,370

CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 137,794	$ 189,576
Accounts receivable	652	720
Prepaid expenses	8,915	7,552
Other current assets	503	1,257
Total current assets	147,864	199,105
Property, equipment, and software—net	18,249	20,190
Intangible assets—net	1,552	1,348
Right-of-use assets—net	4,721	2,974
Investment in equity securities	1,807	2,576
Equity method investment		2,172
Note receivable—net	6,885	7,234
Other assets	619	2,570
Total assets	181,697	238,169
Current liabilities:
Accounts payable	781	1,225
Accrued compensation	3,500	6,259
Accrued clinical and research and development expenses	2,280	3,206
Deferred revenue	23,811	46,192
Lease liabilities	2,499	2,037
Loan payable-net	22,317
Other current liabilities	1,211	745
Total current liabilities	56,399	59,664
Deferred revenue	78,084	82,872
Lease liabilities	3,173	2,776
Long term debt—net		22,223
Contract liabilities	10,000	10,000
Other noncurrent liabilities		201
Total liabilities	147,656	177,736
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.0001 par value- 10,000,000 shares authorized as of June 30, 2023 and December 31, 2022; no shares issued and outstanding as of June 30, 2023 and December 31, 2022
Common stock; $0.000005 par value - 200,000,000 shares authorized as of June 30, 2023 and December 31,2022; 115,880,989 shares issued and 115,070,517 shares outstanding as of June 30, 2023; 111,774,507 shares issued and 110,964,035 shares outstanding as of December 31, 2022	1	1
Additional paid-in capital	500,255	489,696
Accumulated deficit	(465,263)	(428,312)
Treasury stock	(952)	(952)
Total stockholders’ equity	34,041	60,433
Total liabilities and stockholders’ equity	$ 181,697	$ 238,169

Share-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

NOTE 7: SHARE-BASED COMPENSATION

The Company previously granted stock options under its 2006 Stock Incentive Plan (the “2006 Plan”) and its 2015 Stock Incentive Plan (the “2015 Plan”). As of June 30, 2023 there were 1,529,280 stock options outstanding under the 2006 Plan and 2015 Plan and no remaining stock options available to be granted under such plans.

On March 12, 2019, the Company’s board of directors adopted, and, on March 14, 2019 the Company’s stockholders approved, the Precision BioSciences, Inc. 2019 Incentive Award Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“2019 ESPP”), both of which became effective on March 27, 2019.

The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. The 2019 Plan had 7,696,552 stock options and 7,187,032 restricted stock units ("RSUs") outstanding as of June 30, 2023.

The number of shares available for issuance under the 2019 Plan initially equaled 4,750,000 shares of common stock. The 2019 Plan provides for an annual increase to the number of shares of common stock available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the board of directors. As of June 30, 2023, the aggregate number of shares available for issuance under the 2019 Plan has been increased by 11,028,560 pursuant to this provision. Any shares that are subject to awards outstanding under the Company’s 2006 Plan and 2015 Plan as of the effective date of the 2019 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, to the extent so unused, will become available for award grants under the 2019 Plan. As of June 30, 2023, 1,689,666 shares were available to be issued under the 2019 Plan.

Up to 525,000 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. The 2019 ESPP provides for an annual increase to the number of shares available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. As of June 30, 2023, the aggregate number of shares available for issuance under the 2019 ESPP has been increased by 2,757,139 shares pursuant to this provision. The purchase price of the shares under the 2019 ESPP, in the absence of a contrary designation, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. As of June 30, 2023, we had issued 727,983 shares under the 2019 ESPP. As of June 30, 2023, 2,554,156 shares were available to be issued under the 2019 ESPP. The Company recognized share-based compensation expense related to the ESPP of less than $0.1 million during the six months ended June 30, 2023 and 2022.

On August 9, 2021, the Company’s board of directors approved the adoption of the Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan (as amended, the “Inducement Award Plan”).

The Inducement Award Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs and other share-based awards to newly hired employees who have not previously been an employee or member of the board, or an employee who is being rehired following a bona fide period of non-employment by the Company. No more than 9,000,000 shares of the Company’s common stock may be issued under the Inducement Award Plan. As of June 30, 2023, 5,486,918 shares were available to be issued under the Inducement Award Plan. The Inducement Award Plan had 3,289,420 stock options outstanding as of June 30, 2023.

The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Employee	$	3,505	$	4,208	$	7,060	$	7,762
Nonemployee		369		930		906		1,766
	$	3,874	$	5,138	$	7,966	$	9,528

Share-based compensation expense is included in the following line items in the condensed statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	1,335	$	2,146	$	2,601	$	4,158
General and administrative		2,539		2,992		5,365		5,370
	$	3,874	$	5,138	$	7,966	$	9,528

Determining the appropriate fair value model to measure the fair value of the stock option grants on the date of grant and the related assumptions requires judgment. The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant using the following inputs:


	Three Months Ended June 30,			Six Months Ended June 30,
	2023			2023
Estimated dividend yield		0.00	%		0.00	%
Weighted-average expected stock price volatility		86.91	%		86.90	%
Weighted-average risk-free interest rate		3.64	%		3.71	%
Expected term of options (in years)		5.83			5.85
Weighted-average fair value per option	$	0.59		$	0.68

The expected volatility rates are estimated based on the actual volatility of a peer group comprising the Company and other comparable public companies over the expected term. The expected term represents the average time that stock options are expected to be outstanding. The Company does not have sufficient history of stock option exercises to estimate the expected term of employee stock options and thus utilizes a weighted-average value considering actual history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the expected term of the option.

The following table summarizes activity in the Company’s stock option plans for the six months ended June 30, 2023:


	Outstanding Option Shares			Weighted-Average Exercise Price
Balance as of December 31, 2022		13,722,852		$	6.37
Granted		453,481			0.92
Exercised		(51,492	)		0.58
Forfeited/canceled		(1,609,589	)		8.47
Balance as of June 30, 2023		12,515,252		$	5.93

The intrinsic value of stock options exercised was less than $0.1 million and $0.7 million during the six months ended June 30, 2023 and 2022, respectively.

The fair value of each RSU was determined based on the closing market price of the Company’s common stock on the date of grant. The fair value of the RSUs will be recognized as expense over the requisite vesting period.

The following table summarizes the Company’s RSU activity for the six months ended June 30, 2023:


	RSU Awards			Weighted-Average Grant Date Fair Value
Unvested RSUs as of December 31, 2022		3,619,284		$	3.55
Granted		4,836,950			1.15
Forfeited		(360,622	)		4.43
Vested		(908,580	)		5.03
Unvested RSUs as of June 30, 2023		7,187,032		$	1.70

There was approximately $25.5 million of total unrecognized compensation cost related to unvested stock options and RSUs as of June 30, 2023, which is expected to be recognized over a weighted-average period of 2.1 years.

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

The elements of lease expense were as follows:


	For the Six Months Ended June 30,
(in thousands)	2023			2022
Lease Cost
Operating lease cost	$	932		$	822
Short-term lease cost	371			278
Variable lease cost	446				424
Total Lease Cost	$	1,749		$	1,524

Other Information
Operating right-of-use assets obtained in exchange for lease obligations		2,491		—
Operating lease liabilities arising from obtaining right-of-use assets		(1,864	)	—

Operating Leases
Weighted average remaining lease term (in years)		3.1			3.3

Operating Leases
Weighted average discount rate		7.9	%		7.8	%

Schedule of Future Lease Payments under Non-Cancelable Leases

Future lease payments under non-cancelable operating leases with terms of greater than one year as of June 30, 2023, were as follows:


(in thousands)	June 30, 2023
2023 (excluding the six months ended June 30, 2023)	$	1,401
2024		2,107
2025		1,058
2026		1,090
2027		743
Total lease payments		6,399
Less: imputed interest		727
Total operating lease liabilities	$	5,672

Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Lease Cost
Operating lease cost	$ 932	$ 822
Short-term lease cost	371	278
Variable lease cost	446	424
Total Lease Cost	1,749	$ 1,524
Other Information
Operating right-of-use assets obtained in exchange for lease obligations	2,491
Operating lease liabilities arising from obtaining right-of-use assets	$ (1,864)
Weighted average remaining lease term (in years)	3 years 1 month 6 days	3 years 3 months 18 days
Weighted average discount rate	7.90%	7.80%

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 9: Income Taxes

The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2023 as the Company incurred losses for the six months ended June 30, 2023 and expects to continue to incur losses through the remainder of fiscal year ending December 31, 2023, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2023. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method.

Due to the Company's history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not.

As of June 30, 2023, the Company had no uncertain tax positions that required the establishment of a reserve.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-Based Compensation - Summary of Activity of Option Plans (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Outstanding Option Shares, Beginning Balance \| shares	13,722,852
Option, Granted \| shares	453,481
Option, Exercised \| shares	(51,492)
Option, Forfeited/canceled \| shares	(1,609,589)
Outstanding Option Shares, Ending Balance \| shares	12,515,252
Weighted-Average Exercise Price Outstanding at Beginning Balance \| $ / shares	$ 6.37
Weighted-Average Exercise Price, Granted \| $ / shares	0.92
Weighted-Average Exercise Price, Exercised \| $ / shares	0.58
Weighted-Average Exercise Price, Forfeited/canceled \| $ / shares	8.47
Weighted-Average Exercise Price Outstanding at Ending Balance \| $ / shares	$ 5.93

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

DEBT

NOTE 3: DEBT

Revolving Line

Pursuant to the terms of the loan and security agreement with Pacific Western Bank ("PWB") the Company may request advances on a revolving line of credit of up to an aggregate principal of $30.0 million (as amended from time to time, the “Revolving Line”) at an interest rate equal to the greater of (a) 0.75% above the Prime rate (as defined in the Revolving Line) and (b) 4.25%. As of June 30, 2023, the stated interest rate on the Revolving Line was 9.0% and the effective interest rate was 10.0%.

The Revolving Line maturity date is June 23, 2024 and all outstanding principal amounts are due upon maturity. The Company must also maintain an aggregate balance of unrestricted cash at PWB (not including amounts in certain specified accounts) equal to or greater than $10.0 million.

As of June 30, 2023 and December 31, 2022, $22.5 million in borrowings were outstanding under the Revolving Line and the unamortized debt discount balance was $0.2 million and $0.3 million, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1C
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

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-Topic 470
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Employee	$	3,505	$	4,208	$	7,060	$	7,762
Nonemployee		369		930		906		1,766
	$	3,874	$	5,138	$	7,966	$	9,528

Schedule of Stock-Based Compensation Expense

Share-based compensation expense is included in the following line items in the condensed statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	1,335	$	2,146	$	2,601	$	4,158
General and administrative		2,539		2,992		5,365		5,370
	$	3,874	$	5,138	$	7,966	$	9,528

Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model

The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant using the following inputs:


	Three Months Ended June 30,			Six Months Ended June 30,
	2023			2023
Estimated dividend yield		0.00	%		0.00	%
Weighted-average expected stock price volatility		86.91	%		86.90	%
Weighted-average risk-free interest rate		3.64	%		3.71	%
Expected term of options (in years)		5.83			5.85
Weighted-average fair value per option	$	0.59		$	0.68

Summary of Activity of Option Plans

The following table summarizes activity in the Company’s stock option plans for the six months ended June 30, 2023:


	Outstanding Option Shares			Weighted-Average Exercise Price
Balance as of December 31, 2022		13,722,852		$	6.37
Granted		453,481			0.92
Exercised		(51,492	)		0.58
Forfeited/canceled		(1,609,589	)		8.47
Balance as of June 30, 2023		12,515,252		$	5.93

Summary of Restricted Stock Unit Activity

The following table summarizes the Company’s RSU activity for the six months ended June 30, 2023:


	RSU Awards			Weighted-Average Grant Date Fair Value
Unvested RSUs as of December 31, 2022		3,619,284		$	3.55
Granted		4,836,950			1.15
Forfeited		(360,622	)		4.43
Vested		(908,580	)		5.03
Unvested RSUs as of June 30, 2023		7,187,032		$	1.70

Share-Based Compensation - Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model (Details) - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Estimated dividend yield	0.00%	0.00%
Weighted-average expected stock price volatility	86.91%	86.90%
Weighted-average risk-free interest rate	3.64%	3.71%
Expected term of options (in years)	5 years 9 months 29 days	5 years 10 months 6 days
Weighted-average fair value per option	$ 0.59	$ 0.68

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands):


June 30, 2023	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	20,154	$	20,154	$	—	$	—
Repurchase agreements		—		—		—		—
Investment in iECURE		1,807		—		—		1,807
	$	21,961	$	20,154	$	—	$	1,807

Liabilities:
Final payment fee	$	199	$	—	$	199	$	—
	$	199	$	—	$	199	$	—


December 31, 2022	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	868	$	868	$	—	$	—
Repurchase agreements		40,000		—		40,000		—
Investment in iECURE		2,576		—		—		2,576
	$	43,444	$	868	$	40,000	$	2,576

Liabilities:
Final payment fee	$	199	$	—	$	199	$	—
	$	199	$	—	$	199	$	—

Debt - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended		6 Months Ended	12 Months Ended
	Jul. 31, 2022	May 31, 2022	Jun. 30, 2023	Dec. 31, 2022	May 31, 2021
Debt Instrument [Line Items]
Interest rate during period			9.00%
Effective interest rate			10.00%
Pacific Western Loan Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount					$ 30.0
Borrowings			$ 22.5	$ 22.5
Unamortized revolving line debt discount balance			$ 0.2	$ 0.3
Seventh Amendment to Revolving Line \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis point added to the prime rate		0.75%
Maturity of line of credit	Jun. 23, 2024
Seventh Amendment to Revolving Line \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Required balance of unrestricted cash at bank	$ 10.0
Interest rate during period		4.25%

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Beginning balance at Dec. 31, 2021	$ 91,168		$ 408,795	$ (316,675)	$ (952)
Beginning balance, Shares at Dec. 31, 2021		61,712,577
Stock option exercises	340		340
Stock option exercises, Shares		233,001
Issuance of common stock under employee stock purchase plan	282		282
Issuance of common stock under employee stock purchase plan, Shares		78,060
Share-based compensation expense	4,390		4,390
Proceeds from issuance of common stock, net of issuance cost	1,647		1,647
Proceeds from issuance of common stock, net of issuance cost, Shares		561,405
Net loss	(28,168)			(28,168)
Ending balance at Mar. 31, 2022	69,659		415,454	(344,843)	(952)
Ending balance, Shares at Mar. 31, 2022		62,585,043
Beginning balance at Dec. 31, 2021	91,168		408,795	(316,675)	(952)
Beginning balance, Shares at Dec. 31, 2021		61,712,577
Net loss	(59,203)
Ending balance at Jun. 30, 2022	103,023		479,853	(375,878)	(952)
Ending balance, Shares at Jun. 30, 2022		111,605,505
Beginning balance at Mar. 31, 2022	69,659		415,454	(344,843)	(952)
Beginning balance, Shares at Mar. 31, 2022		62,585,043
Stock option exercises	38		38
Stock option exercises, Shares		78,234
Share-based compensation expense	5,138		5,138
Proceeds from issuance of common stock, net of issuance cost	47,670		47,670
Proceeds from issuance of common stock, net of issuance cost, Shares		36,274,651
Issuance of common stock to collaboration partners	11,553		11,553
Issuance of common stock to collaboration partners, Shares		12,407,440
Restricted stock units vested, Shares		260,137
Net loss	(31,035)			(31,035)
Ending balance at Jun. 30, 2022	103,023		479,853	(375,878)	(952)
Ending balance, Shares at Jun. 30, 2022		111,605,505
Beginning balance at Dec. 31, 2022	$ 60,433	$ 1	489,696	(428,312)	(952)
Beginning balance, Shares at Dec. 31, 2022	111,774,507	111,774,507
Stock option exercises	$ 30		30
Stock option exercises, Shares		51,492
Issuance of common stock under employee stock purchase plan	266		266
Issuance of common stock under employee stock purchase plan, Shares		280,196
Share-based compensation expense	4,092		4,092
Proceeds from issuance of common stock, net of issuance cost	416		416
Proceeds from issuance of common stock, net of issuance cost, Shares		540,484
Restricted stock units vested, Shares		503,214
Net loss	(25,060)			(25,060)
Ending balance at Mar. 31, 2023	40,177	$ 1	494,500	(453,372)	(952)
Ending balance, Shares at Mar. 31, 2023		113,149,893
Beginning balance at Dec. 31, 2022	$ 60,433	$ 1	489,696	(428,312)	(952)
Beginning balance, Shares at Dec. 31, 2022	111,774,507	111,774,507
Stock option exercises, Shares	51,492
Net loss	$ (36,951)
Ending balance at Jun. 30, 2023	$ 34,041	$ 1	500,255	(465,263)	(952)
Ending balance, Shares at Jun. 30, 2023	115,880,989	115,880,989
Beginning balance at Mar. 31, 2023	$ 40,177	$ 1	494,500	(453,372)	(952)
Beginning balance, Shares at Mar. 31, 2023		113,149,893
Share-based compensation expense	3,874		3,874
Proceeds from issuance of common stock, net of issuance cost	1,881		1,881
Proceeds from issuance of common stock, net of issuance cost, Shares		2,325,730
Restricted stock units vested, Shares		405,366
Net loss	(11,891)			(11,891)
Ending balance at Jun. 30, 2023	$ 34,041	$ 1	$ 500,255	$ (465,263)	$ (952)
Ending balance, Shares at Jun. 30, 2023	115,880,989	115,880,989

Fair Value Measurements - Additional information (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investment in equity securities	$ (769,000)
Equity Issuance Agreement [Member] \| I E C U R E [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investment in equity securities	800,000	$ 0
Amendment to Revolving Line \| Revolving Credit Facility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Change in fair value of final payment fee	$ 0		$ 0

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Registrant Name	PRECISION BIOSCIENCES INC
Entity Central Index Key	0001357874
Trading Symbol	DTIL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Common Stock, Shares Outstanding		115,070,517
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Ex Transition Period	false
Entity File Number	001-38841
Entity Tax Identification Number	20-4206017
Entity Address, Address Line One	302 East Pettigrew St.
Entity Address, Address Line Two	Suite A-100
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27701
City Area Code	919
Local Phone Number	314-5512
Title of 12(b) Security	Common Stock, par value $0.000005 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.000005	$ 0.000005
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	115,880,989	111,774,507
Common stock, shares outstanding	115,070,517	110,964,035

Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 3,874	$ 5,138	$ 7,966	$ 9,528
Employee
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	3,505	4,208	7,060	7,762
Nonemployee
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 369	$ 930	$ 906	$ 1,766

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 11: SEGMENT REPORTING

The Company has determined that the Chief Executive Officer (“CEO”) is the Company’s chief operating decision maker (“CODM”) as the CEO makes decisions as it relates to allocation of resources and key market strategies. The CODM reviews financial information presented on an aggregated basis. Additionally, resource allocation and key market strategy decisions are made by the CODM based on aggregated results. As such, it was concluded that the Company operates as one segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details