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Equity-Method Investment
9 Months Ended
Sep. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]  
Equity-Method Investment

8. Equity-Method Investment

On July 30, 2021, the Company finalized a transaction in which the Company, Cellex and BXLS established NewCo, a joint venture and privately held company. In exchange for contributing an exclusive license to the joint venture, the Company entered into a Preferred Stock Purchase Agreement with NewCo for a 33.33% equity interest in NewCo at the time of the initial closing. Cellex and BXLS each equally owned the remaining 66.67% at that time.

The Company has significant influence over, but does not control, NewCo through its noncontrolling representation on NewCo’s Board of Directors and the Company’s equity interest in NewCo. The Company has determined that the preferred stock it owns is in-substance common stock. The Company is not the primary beneficiary as it does not have the power to direct the activities of NewCo that most significantly impact NewCo’s economic performance. Accordingly, the Company does not consolidate the financial statements of NewCo and accounts for its investment using the equity method of accounting.

As of July 30, 2021, the closing date, the fair value of the Company’s investment in NewCo was $62.9 million which represents the fair value of the Preferred Stock received in exchange for the exclusive license to the Company’s CRISPR/Cas9 allogeneic platform (See Note 7). In determining the fair value of the Company’s investment, the Company used an option pricing model which requires the input of certain subjective assumptions. The key assumptions used in the option pricing model, which are level 3 inputs, include the anticipated holding period to an exit and liquidity event, the volatility of market participants (76%), the probability of NewCo achieving certain milestones to obtain subsequent financings (75%) and the discount for lack of marketability (11%).

Due to the timing and availability of financial information of NewCo, the Company will record its share of losses from NewCo on a quarterly basis on a one-quarter lag from July 30, 2021. Therefore, the Company will record its share of two months of NewCo’s losses generated in the third quarter of 2021 in the Company's operating results in the fourth quarter of 2021. The Company is not aware of any material events or transactions during this period. The Company's initial investment in NewCo was $62.9 million. The elimination of the intra-entity profit component of $0.1 million (See Note 7) resulted in a reduction in the balance of the investment in NewCo, bringing the carrying value of the investment to $62.8 million as of September 30, 2021. The excess of the initial fair value of the Company's investment over the underlying equity in the carrying value of the net assets of NewCo has not yet been allocated. The Company expects to complete the allocation in the fourth quarter of 2021.

At September 30, 2021, the maximum exposure to loss is limited to the Company’s equity investment in the joint venture.