RISK FACTORS
Investing in our securities involves a high degree of risk. Before investing in our securities, you should consider carefully the risks
described below, together with the other information contained in this prospectus supplement, the accompanying prospectus or incorporated by reference herein or therein, including the risks and uncertainties discussed under Risk Factors
in our Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, which are
incorporated by reference into this prospectus supplement. If any of the risks incorporated by reference or set forth below occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely
affected. In these circumstances, the market price of our securities could decline, and you may lose all or part of your investment.
Risks related
to this offering
We have broad discretion to determine how to use the funds raised in this offering, and may use them in ways that may not
enhance our operating results or the price of our common stock.
Our management will have broad discretion over the use of proceeds
from this offering, and we could spend the proceeds from this offering in ways our stockholders may not agree with or that do not yield a favorable return, if at all. We intend to use the net proceeds to support commercialization and manufacturing
for our three approved gene therapies, ZYNTEGLO, SKYSONA and LYFGENIA, and to fund working capital and other general corporate purposes. However, our use of these proceeds may differ substantially from our current plans.
If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected
financial results, which could cause our stock price to decline.
The market price of our common stock may be adversely affected by market
conditions affecting the stock markets in general, including price and trading fluctuations on The Nasdaq Global Select Market.
Market conditions may result in volatility in the level of, and fluctuations in, market prices of stocks generally and, in turn, our common
stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance. Concerns over global stability, as well as political and economic conditions in the
United States and abroad, have contributed to the extreme volatility of the markets, which may have an effect on the market price of our common stock.
There is substantial doubt regarding our ability to continue as a going concern. We will need to raise additional funding, which may not be available on
acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our commercial programs, product development efforts or other operations.
Based on our current business plan as of the date of our unaudited condensed consolidated financial statements appearing in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2023, we expect that our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, when filed with
the Securities and Exchange Commission, and the report of our auditors contained therein, whether or not this offering is successful, may reflect there is substantial doubt regarding our ability to continue as a going concern for a period of one
year after such date. Accordingly, we will need to raise additional funding in order to execute on our current business plans and strategy, including prior to becoming profitable.
Our efforts to raise additional funding may divert our management from their
day-to-day activities, which may adversely affect our ability to develop and commercialize our products. In addition, we cannot guarantee that financing will be
available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional
S-6