Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-30171 | |
Entity Registrant Name | SANGAMO THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 68-0359556 | |
Entity Address, Address Line One | 501 Canal Blvd. | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94804 | |
City Area Code | 510 | |
Local Phone Number | 970-6000 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SGMO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 208,220,670 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001001233 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 27,786 | $ 45,204 |
Marketable securities | 0 | 35,798 |
Accounts receivable | 581 | 923 |
Prepaid expenses and other current assets | 11,708 | 12,403 |
Total current assets | 40,075 | 94,328 |
Property and equipment, net | 20,619 | 26,874 |
Operating lease right-of-use assets | 18,672 | 25,991 |
Refundable research income tax credits and other non-current assets | 13,648 | 16,627 |
Restricted cash | 0 | 1,500 |
Total assets | 93,014 | 165,320 |
Current liabilities: | ||
Accounts payable | 17,590 | 15,259 |
Accrued compensation and employee benefits | 5,655 | 8,918 |
Other accrued liabilities | 15,760 | 23,554 |
Total current liabilities | 39,005 | 47,731 |
Long-term portion of lease liabilities | 29,097 | 33,515 |
Other non-current liabilities | 1,222 | 1,187 |
Total liabilities | 69,324 | 82,433 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock | 2,082 | 1,781 |
Additional paid-in capital | 1,519,084 | 1,492,077 |
Accumulated deficit | (1,491,593) | (1,406,376) |
Accumulated other comprehensive loss | (5,883) | (4,595) |
Total stockholders’ equity | 23,690 | 82,887 |
Total liabilities and stockholders’ equity | $ 93,014 | $ 165,320 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Revenues | $ 356 | $ 6,835 | $ 837 | $ 164,792 |
Operating expenses: | ||||
Research and development | 24,223 | 63,046 | 60,114 | 126,262 |
General and administrative | 12,045 | 16,014 | 23,812 | 34,150 |
Impairment of long-lived assets | 1,172 | 0 | 5,521 | 20,433 |
Impairment of goodwill and indefinite-lived intangible assets | 0 | 51,347 | 0 | 89,485 |
Total operating expenses | 37,440 | 130,407 | 89,447 | 270,330 |
Loss from operations | (37,084) | (123,572) | (88,610) | (105,538) |
Interest and other income, net | 1,030 | 2,802 | 3,565 | 6,095 |
Loss before income taxes | (36,054) | (120,770) | (85,045) | (99,443) |
Income tax expense (benefit) | 74 | (6,264) | 172 | (6,070) |
Net loss | $ (36,128) | $ (114,506) | $ (85,217) | $ (93,373) |
Basic net loss per share (in dollars per share) | $ (0.18) | $ (0.66) | $ (0.44) | $ (0.54) |
Diluted net loss per share (in dollars per share) | $ (0.18) | $ (0.66) | $ (0.44) | $ (0.54) |
Shares used in computing basic net loss per share (in shares) | 203,946 | 174,325 | 194,049 | 171,445 |
Shares used in computing diluted net loss per share (in shares) | 203,946 | 174,325 | 194,049 | 171,445 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (36,128) | $ (114,506) | $ (85,217) | $ (93,373) |
Foreign currency translation adjustment | (313) | 80 | (1,293) | 2,125 |
Net pension gain (loss) | 231 | 0 | 238 | (3) |
Unrealized (loss) gain on marketable securities, net of tax | 0 | (258) | (233) | 346 |
Comprehensive loss | $ (36,210) | $ (114,684) | $ (86,505) | $ (90,905) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 166,793,320 | ||||
Beginning balance at Dec. 31, 2022 | $ 294,958 | $ 1,668 | $ 1,450,239 | $ (1,148,545) | $ (8,404) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of offering expenses (in shares) | 8,249,261 | ||||
Issuance of common stock, net of offering expenses | 15,106 | $ 83 | 15,023 | ||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares) | 1,276,379 | ||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax | (1,303) | $ 13 | (1,316) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 755,586 | ||||
Issuance of common stock under employee stock purchase plan | 719 | $ 7 | 712 | ||
Stock-based compensation | 15,067 | 15,067 | |||
Foreign currency translation adjustment | 2,125 | 2,125 | |||
Net pension gain (loss) | (3) | (3) | |||
Net unrealized (loss) gain on marketable securities, net of tax | 346 | 346 | |||
Net loss | (93,373) | (93,373) | |||
Ending balance (in shares) at Jun. 30, 2023 | 177,074,546 | ||||
Ending balance at Jun. 30, 2023 | 233,642 | $ 1,771 | 1,479,725 | (1,241,918) | (5,936) |
Beginning balance (in shares) at Mar. 31, 2023 | 171,771,568 | ||||
Beginning balance at Mar. 31, 2023 | 335,610 | $ 1,718 | 1,467,062 | (1,127,412) | (5,758) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of offering expenses (in shares) | 4,286,831 | ||||
Issuance of common stock, net of offering expenses | 5,401 | $ 43 | 5,358 | ||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares) | 260,561 | ||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax | (194) | $ 3 | (197) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 755,586 | ||||
Issuance of common stock under employee stock purchase plan | 719 | $ 7 | 712 | ||
Stock-based compensation | 6,790 | 6,790 | |||
Foreign currency translation adjustment | 80 | 80 | |||
Net pension gain (loss) | 0 | ||||
Net unrealized (loss) gain on marketable securities, net of tax | (258) | (258) | |||
Net loss | (114,506) | (114,506) | |||
Ending balance (in shares) at Jun. 30, 2023 | 177,074,546 | ||||
Ending balance at Jun. 30, 2023 | 233,642 | $ 1,771 | 1,479,725 | (1,241,918) | (5,936) |
Beginning balance (in shares) at Dec. 31, 2023 | 178,133,548 | ||||
Beginning balance at Dec. 31, 2023 | 82,887 | $ 1,781 | 1,492,077 | (1,406,376) | (4,595) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of offering expenses (in shares) | 24,761,905 | ||||
Issuance of common stock, net of offering expenses | 21,788 | $ 248 | 21,540 | ||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 3,809,523 | ||||
Issuance of common stock upon exercise of pre-funded warrants | 71 | $ 38 | 33 | ||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares) | 1,116,678 | ||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax | (481) | $ 11 | (492) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 379,486 | ||||
Issuance of common stock under employee stock purchase plan | 146 | $ 4 | 142 | ||
Stock-based compensation | 5,784 | 5,784 | |||
Foreign currency translation adjustment | (1,293) | (1,293) | |||
Net pension gain (loss) | 238 | 238 | |||
Net unrealized (loss) gain on marketable securities, net of tax | (233) | (233) | |||
Net loss | (85,217) | (85,217) | |||
Ending balance (in shares) at Jun. 30, 2024 | 208,201,140 | ||||
Ending balance at Jun. 30, 2024 | 23,690 | $ 2,082 | 1,519,084 | (1,491,593) | (5,883) |
Beginning balance (in shares) at Mar. 31, 2024 | 203,686,086 | ||||
Beginning balance at Mar. 31, 2024 | 56,697 | $ 2,037 | 1,515,926 | (1,455,465) | (5,801) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 3,809,523 | ||||
Issuance of common stock upon exercise of pre-funded warrants | 71 | $ 38 | 33 | ||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax (in shares) | 326,045 | ||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, net of tax | (79) | $ 3 | (82) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 379,486 | ||||
Issuance of common stock under employee stock purchase plan | 146 | $ 4 | 142 | ||
Stock-based compensation | 3,065 | 3,065 | |||
Foreign currency translation adjustment | (313) | (313) | |||
Net pension gain (loss) | 231 | 231 | |||
Net unrealized (loss) gain on marketable securities, net of tax | 0 | ||||
Net loss | (36,128) | (36,128) | |||
Ending balance (in shares) at Jun. 30, 2024 | 208,201,140 | ||||
Ending balance at Jun. 30, 2024 | $ 23,690 | $ 2,082 | $ 1,519,084 | $ (1,491,593) | $ (5,883) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Activities: | ||
Net loss | $ (85,217) | $ (93,373) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of long-lived assets | 5,521 | 20,433 |
Depreciation and amortization | 2,648 | 7,745 |
Accretion of discount on marketable securities | (273) | (1,865) |
Amortization in operating lease right-of-use assets | 2,451 | 4,018 |
Stock-based compensation | 5,784 | 15,067 |
Other non-cash adjustments | 103 | 0 |
Impairment of goodwill and indefinite-lived intangible assets | 0 | 89,485 |
Deferred income tax benefit | 0 | (6,377) |
Net changes in operating assets and liabilities: | ||
Interest receivable | 370 | (425) |
Accounts receivable | 342 | 962 |
Prepaid expenses and other assets | 3,565 | 5,548 |
Accounts payable and other accrued liabilities | (4,654) | (3,101) |
Accrued compensation and employee benefits | (3,195) | (8,450) |
Lease liabilities | (2,822) | (2,455) |
Other non-current liabilities | 36 | 61 |
Deferred revenues | 0 | (154,284) |
Net cash used in operating activities | (75,547) | (127,011) |
Investing Activities: | ||
Purchases of marketable securities | 0 | (52,112) |
Maturities of marketable securities | 1,110 | 146,048 |
Sales of marketable securities | 34,730 | 0 |
Sales of assets classified as held for sale | 127 | 0 |
Purchases of property and equipment | 0 | (15,740) |
Net cash provided by investing activities | 35,967 | 78,196 |
Financing Activities: | ||
Proceeds from issuance of common stock, net of offering expenses | 21,924 | 0 |
Proceeds from at-the-market offering, net of offering expenses | 0 | 15,105 |
Taxes paid related to net share settlement of equity awards | (481) | (1,303) |
Proceeds from issuance of common stock under employee stock purchase plan | 146 | 719 |
Net cash provided by financing activities | 21,589 | 14,521 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (927) | 680 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (18,918) | (33,614) |
Cash, cash equivalents, and restricted cash, beginning of period | 46,704 | 101,944 |
Cash, cash equivalents, and restricted cash, end of period | 27,786 | 68,330 |
Supplemental cash flow disclosures: | ||
Property and equipment included in unpaid liabilities | $ 433 | $ 4,909 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Sangamo Therapeutics, Inc. (“Sangamo” or “the Company”) was incorporated in the State of Delaware in June 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017. Sangamo is a genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious neurological diseases. The Company believes its zinc finger (“ZF”) epigenetic regulators are ideally suited to potentially address devastating neurology disorders and its capsid engineering platform has demonstrated the ability to expand delivery beyond currently available intrathecal delivery capsids, including in the central nervous system (“CNS”) in preclinical studies. In 2023, the Company announced its strategic transformation into a neurology-focused genomic medicine company focused on developing epigenetic regulation therapies designed to address serious neurological diseases and novel adeno-associated virus (“AAV”) capsid delivery technology. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of these financial statements for the periods presented have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Condensed Consolidated Balance Sheet data at December 31, 2023 was derived from the audited Consolidated Financial Statements included in Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) as filed with the SEC on March 13, 2024. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. The accompanying Condensed Consolidated Financial Statements and related financial information should be read together with the audited Consolidated Financial Statements and footnotes for the year ended December 31, 2023, included in the 2023 Annual Report. Liquidity, Going Concern, and Capital Resources Sangamo is currently working on a number of long-term development projects that involve experimental technologies. The projects will require several years and substantial expenditures to complete and ultimately may be unsuccessful. In recent years, the Company’s operations have been funded primarily through collaborations and strategic partnerships, research grants and from the issuance of equity securities. As of June 30, 2024, the Company had capital resources of $27.8 million consisting of cash and cash equivalents. On August 2, 2024, the Company entered into a global epigenetic regulation and capsid delivery license agreement (the “Genentech Agreement”) with Genentech, a member of the Roche Group (“Genentech”), under which the Company is entitled to receive a $40.0 million upfront license fee on or around the end of August 2024 and is eligible to earn a $10.0 million milestone payment after the completion of technology transfer activities. Under Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern (“ASC Topic 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the Condensed Consolidated Financial Statements are issued. As required under ASC Topic 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the Condensed Consolidated Financial Statements are issued. When substantial doubt exists, management evaluates whether the mitigating effects of its plans sufficiently alleviates the substantial doubt about the Company’s ability to continue as a going concern. The mitigating effects of management’s plans, however, are only considered if both (i) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (ii) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been approved by the Company’s board of directors before the date that the financial statements are issued. The Company’s history of significant losses, its negative cash flows from operations, its limited liquidity resources currently on hand, and its dependence on additional financing to fund its operations after the current resources are exhausted raise substantial doubt about its ability to continue to operate as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued. Based on the Company’s current operating plan, its cash and cash equivalents as of June 30, 2024, together with the aggregate of $50.0 million in upfront license fees and milestone payments that the Company expects to receive from Genentech in the near term (the “Genentech Payments”), are expected to allow the Company to meet its liquidity requirements only into the first quarter of 2025, which is less than one year following the date these Condensed Consolidated Financial Statements are issued. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to support the Company’s cost structure and operating plan. Management’s plans include, among other things, pursuing one or more of the following steps to raise additional capital, none of which can be guaranteed or are entirely within the Company’s control: • raise funding through the sale of the Company’s common stock; • raise funding through debt or royalty financing; and • establish collaborations with potential partners to advance the Company’s product pipeline. If the Company is unable to raise capital on acceptable terms, or at all, or if it is unable to procure collaboration arrangements or external direct investments to advance its programs, the Company would be required to discontinue some or all of its operations or develop and implement a plan to further extend payables, reduce overhead or scale back its current operating plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan would be successful. Additional capital may not be available to the Company on a timely basis, on terms that are acceptable or at all. In particular, the perception of the Company’s ability to continue to operate as a going concern may make it more difficult to obtain financing for the continuation of its operations, particularly in light of currently challenging macroeconomic and market conditions. Further, the Company may be unable to attract new investments as a result of the speculative nature of its newly reprioritized core neurology preclinical programs. If adequate funds are not available to the Company on a timely basis, or at all, the Company will be required to take additional actions to address its liquidity needs, including additional cost reduction measures such as further reducing operating expenses and delaying, reducing the scope of, discontinuing or altering its research and development activities, which would have a material adverse effect on its business and prospects, or the Company may be required to cease operations entirely, liquidate all or a portion of its assets, and/or seek protection under the U.S. Bankruptcy Code. The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. Summary of Significant Accounting Policies Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. On an ongoing basis, management evaluates its estimates including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, income taxes, fair value of assets and liabilities, including from acquisitions, useful lives and impairment of long-lived assets, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. In March 2023, the Company recorded additional revenue related to a change in estimate in connection with the collaboration agreement with Kite Pharma, Inc., a Gilead Sciences, Inc. subsidiary (“Kite”). This adjustment was driven by a reduction in the estimated future level of the Company’s research and development services and as a result, future project costs. This resulted in an increase in proportional cumulative performance on this collaboration and an increase in revenue of $8.9 million, an increase in net income of $8.9 million, and an increase in the Company’s basic and diluted earnings per share of $0.06 for the six months ended June 30, 2023. Revenue Recognition The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and license agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. For contracts that contain a provision where the Company reimburses its customer for certain costs they incur and where the Company does not acquire any distinct goods or services in exchange for such payments, the Company accounts for it as a reduction to the contract transaction price. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Most of the Company’s performance obligations in its collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct. Options to license the Company’s intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase the Company’s services under the existing contract. Revenues from bundles of licenses of intellectual property and research and development services are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation. Significant management judgment is required to determine the level of effort required under an arrangement, and the period over which the Company expects to complete its performance obligations under the arrangement. Changes in these estimates can have a material effect on revenue recognized. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. For variable consideration, the amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services. Contract modifications occur when the price and/or scope of an arrangement changes. If the modification consists of adding new distinct goods or services in exchange for consideration that reflects standalone selling prices of these goods and services, the modification is accounted for as a separate contract with the customer. Otherwise, if the remaining goods and services are distinct from those previously provided, the existing contract is considered terminated, and the remaining consideration is allocated to the remaining goods and services as if this was a newly signed contract. If the remaining goods and services are not distinct from those previously provided, the effects of the modification are accounted for in a manner similar to the effect of a change in the estimated measure of progress, with cumulative catch-up in revenue recorded at the time of the modification. If some of the remaining goods and services are distinct from those previously provided and others are not, to account for the effects of the modification the Company applies principles consistent with the objectives of the modification accounting. Revenues from collaboration and license agreements for the three and six months ended June 30, 2024 were not material. Revenues from collaboration and license agreements as a percentage of total revenues for the three and six months ended June 30, 2023 were as follows: Three Months Ended Six Months Ended 2023 2023 Novartis Institutes for BioMedical Research, Inc. 35 % 7 % Biogen MA, Inc. 32 % 82 % Kite Pharma, Inc. 18 % 8 % Other license agreements 15 % 3 % Impairment The Company evaluates the carrying value of long-lived assets, which include property and equipment, leasehold improvements and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. If a change in circumstance occurs that indicates long-lived assets may be impaired, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. The long-lived asset evaluation is performed at the asset group level, i.e., the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company reassesses the composition of its asset groups whenever there are changes in its operations that affect whether the cash flows associated with assets included in asset groups are largely independent. If the impairment review indicates that the carrying amount of an asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of an asset group exceeds its fair value. Any impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the carrying amount of an individual asset shall not be reduced below its fair value. Factors that may indicate potential impairment and trigger an impairment test include, but are not limited to, general macroeconomic conditions, conditions specific to the industry and market, an adverse change in legal factors, business climate or operational performance of the business, and sustained decline in the stock price and market capitalization compared to the net book value. Calculating the fair value of a reporting unit, an asset group and an individual asset involves significant estimates and assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables. Changes in these factors and assumptions used can materially affect the amount of impairment loss recognized in the period the asset was considered impaired. During a portion of the six months ended June 30, 2023, the Company had goodwill and indefinite-lived intangible assets (IPR&D). These assets were written off in full as the Company recognized impairment losses during the six months ended June 30, 2023, see Note 6 – Impairment and Write-Down of Assets Held For Sale . Cash, Cash Equivalents, and Restricted Cash Sangamo considers all highly liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of cash, deposits in money market accounts and U.S. government-sponsored entity debt securities. Restricted cash consisted of a letter of credit for $1.5 million, representing a deposit for the lease of office and research and development laboratory facilities in Brisbane, California. A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets to the amounts reported within the accompanying Condensed Consolidated Statements of Cash Flows is as follows (in thousands): June 30, December 31, June 30, December 31, Cash and cash equivalents $ 27,786 $ 45,204 $ 66,830 $ 100,444 Non-current restricted cash — 1,500 1,500 1,500 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows $ 27,786 $ 46,704 $ 68,330 $ 101,944 Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Right-of-use assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases, calculated as the sum of the amortization of the right of use asset and accretion of the lease liability, is recognized on a straight-line basis over the lease term, unless the right of use asset was previously written down due to impairment. The Company evaluates the lease arrangement for impairment whenever events or changes in circumstances indicate that the carrying amounts of the right-of-use asset may not be fully recoverable. To the extent an impairment of the right-of-use asset is identified, the Company will recognize the impairment expense and subsequently amortize the remaining right of use asset into rent expense on a straight-line basis (unless another systematic basis is more representative of the pattern in which the Company expects to consume the future economic benefits from the asset) from the date of impairment to the earlier of the end of the right-of-use asset’s useful life or the end of the lease term. If there is a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease, the Company determines if the lease modification results in a separate contract or a change in the accounting for the existing lease and not a separate contract. For lease modifications that result in a separate contract, the Company accounts for the new contract in the same manner as other new leases. For lease modifications that do not result in a separate contract, the Company reassesses the classification of the lease at the effective date of the modification, remeasures and reallocates the remaining consideration in the contract, and remeasures the lease liability using the discount rate determined at the effective date of the modification. The Company has elected not to separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Warrants to Purchase Shares of Company Stock The Company determines the accounting classification of warrants to purchase shares of its stock as either liability or equity by first assessing whether the warrants meet liability classification criteria in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument other than an outstanding share that embodies an obligation to repurchase the entity’s shares or is indexed to such an obligation, and that requires or may require the entity to settle it by transferring assets, is classified as a liability. In addition, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the issuer’s equity shares, or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. If financial instruments, such as warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company’s own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity’s own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. Certain adjustments to this amount are allowed, if they are based on non-levered inputs into the fair value of a fixed price/fixed consideration-option. Warrants are also required to meet equity classification criteria to be classified in stockholders’ equity. Under these criteria, warrants have to provide for settlement in shares, or cash or shares at the entity’s option. With limited exceptions, a possibility of net cash settlement under any circumstances will result in the warrants being classified as liabilities. Warrants classified as equity are generally measured using the Black-Scholes valuation model on the date of issuance. Warrants classified as liabilities are remeasured at any reporting date using valuation models consistent with their terms, with changes recognized in earnings. Restructuring The Company records employee severance costs based on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going termination benefit arrangements, such as those arising from employment agreements, applicable regulations or past practices, in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits (“ASC Topic 712”). Under ASC 712, liabilities for post-employment benefits related to past services and that vest or are accumulated over time are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC Topic 420”). One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service over a period extending past the minimum notification period, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred. Costs incurred to terminate contracts are recognized upon their termination, e.g., when notice of termination is provided to the counterparty. Costs related to contracts without future benefit are recognized at the cease-use date. Other exit-related costs are recognized as incurred. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280, Segment Reporting on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurements and unobservable (i.e., supported by little or no market activity). The Company had no cash equivalents or marketable securities as of June 30, 2024. The fair value measurements of the Company’s cash equivalents and marketable securities as of December 31, 2023 are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2023 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 2,508 $ 2,508 $ — $ — Total 2,508 2,508 — — Marketable securities: U.S. government-sponsored entity debt securities 22,566 — 22,566 — Commercial paper securities 2,826 — 2,826 — Corporate debt securities 1,405 — 1,405 — Asset-backed securities 2,377 — 2,377 — U.S. treasury bills 5,593 — 5,593 — Certificates of deposit 1,031 — 1,031 — Total 35,798 — 35,798 — Total cash equivalents and marketable securities $ 38,306 $ 2,508 $ 35,798 $ — Cash Equivalents and Marketable Securities The Company generally classifies its marketable securities as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day. |
CASH EQUIVALENTS AND MARKETABLE
CASH EQUIVALENTS AND MARKETABLE SECURITIES | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
CASH EQUIVALENTS AND MARKETABLE SECURITIES | CASH EQUIVALENTS AND MARKETABLE SECURITIES The Company had no cash equivalents or marketable securities as of June 30, 2024. The table below summarizes the Company’s cash equivalents and marketable securities as of December 31, 2023 (in thousands): Amortized Gross Gross Estimated December 31, 2023 Assets Cash equivalents: Money market funds $ 2,508 $ — $ — $ 2,508 Total 2,508 — — 2,508 Marketable securities: U.S. government-sponsored entity debt securities 22,347 219 — 22,566 Commercial paper securities 2,825 2 (1) 2,826 Corporate debt securities 1,399 6 — 1,405 Asset-backed securities 2,368 9 — 2,377 U.S. treasury bills 5,599 — (6) 5,593 Certificates of deposit 1,026 5 — 1,031 Total 35,564 241 (7) 35,798 Total cash equivalents and marketable securities $ 38,072 $ 241 $ (7) $ 38,306 The fair value of marketable securities by contractual maturity were as follows (in thousands): December 31, Maturing in one year or less $ 10,855 Maturing after one year through five years 24,943 Total $ 35,798 Realized gains and losses on the sales of investments were not material during the three and six months ended June 30, 2024. There were no realized gains and losses on the sales of investments during the three and six months ended June 30, 2023. Total unrealized gains for securities with net gains in accumulated other comprehensive loss were not material during the three and six months ended June 30, 2024 and 2023. The Company manages credit risk associated with its investment portfolio through its investment policy, which limits purchases to high-quality issuers and also limits the amount of its portfolio that can be invested in a single issuer. The Company did not record an allowance for credit losses related to its marketable securities for the three and six months ended June 30, 2024 and 2023. The Company had no unrealized losses related to its marketable securities for the three and six months ended June 30, 2024. The Company had no material unrealized losses related to its marketable securities for the three and six months ended June 30, 2023. The Company had no material unrealized losses, individually and in the aggregate, for marketable securities that were in a continuous unrealized loss position for greater than 12 months as of June 30, 2024 and December 31, 2023. These unrealized losses were not attributed to credit risk and were associated with changes in market conditions. The Company periodically reviews its marketable securities for indications of credit losses. No significant facts or circumstances had arisen to indicate that there had been any significant deterioration in the creditworthiness of the issuers of the securities held by the Company. Based on the Company’s review of these securities, the Company determined that no allowance for credit losses related to its marketable securities was required at either June 30, 2024 or December 31, 2023. For the periods the Company had investment in debt securities, the Company also considered whether it was more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis. No impairment charges were recorded during the three months ended June 30, 2024 and 2023. |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | BASIC AND DILUTED NET LOSS PER SHARE Basic net loss per share has been computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period. Potential shares of common stock exercisable for little or no consideration are included in both basic and diluted weighted-average number of shares of common stock outstanding. During the three and six months ended June 30, 2024, both basic and diluted weighted-average number of shares outstanding were 203.9 million and 194.0 million shares, respectively, and included pre-funded warrants to purchase 3,809,523 shares of common stock with an exercise price of $0.01 per share. These warrants were exercised during the three months ended June 30, 2024. |
MAJOR CUSTOMERS, PARTNERSHIPS A
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES | MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES Pfizer Inc. In May 2017, the Company entered into an exclusive global collaboration and license agreement with Pfizer Inc. (“Pfizer”), pursuant to which it established a collaboration for the research, development and commercialization of giroctocogene fitelparvovec, its gene therapy product candidate for hemophilia A, and closely related products. Under this agreement, the Company was responsible for conducting the Phase 1/2 clinical trial and for certain manufacturing activities for giroctocogene fitelparvovec, while Pfizer is responsible for subsequent worldwide development, manufacturing, marketing and commercialization of giroctocogene fitelparvovec. Subject to the terms of the agreement, the Company granted Pfizer an exclusive worldwide royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by the Company for the purpose of developing, manufacturing and commercializing giroctocogene fitelparvovec and related products. Pfizer granted the Company a non-exclusive, worldwide, royalty-free, fully paid license, with the right to grant sublicenses, to use certain manufacturing technology developed under the agreement and controlled by Pfizer to manufacture the Company’s products that utilize the AAV delivery system. Unless earlier terminated, the agreement has a term that continues on a per product and per country basis until the later of (i) the expiration of patent claims that cover the product in a country, (ii) the expiration of regulatory exclusivity for a product in a country, and (iii) 15 years after the first commercial sale of a product in a country. Pfizer has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec and related products will automatically terminate. Upon termination by the Company for cause or by Pfizer in any country or countries, Pfizer will automatically grant the Company an exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec in the terminated country or countries. Upon execution of the agreement, the Company received an upfront fee of $70.0 million and was eligible to receive up to $208.5 million in payments upon the achievement of specified clinical development, intellectual property and regulatory milestones and up to $266.5 million in payments upon first commercial sale milestones for giroctocogene fitelparvovec and potentially other products. To date, two milestones of $55.0 million in aggregate have been achieved and paid. The Company is eligible to earn from Pfizer up to $220.0 million in remaining milestone payments for giroctocogene fitelparvovec and up to $175.0 million for other products that may be developed under the agreement, subject to reduction on account of payments made under certain licenses for third-party intellectual property. In addition, Pfizer agreed to pay the Company royalties for each potential licensed product developed under the agreement that are 14% - 20% of the annual worldwide net sales of such product and are subject to reduction due to patent expiration, entry of biosimilar products to the market and payment made under certain licenses for third-party intellectual property. The Company assessed the agreement with Pfizer in accordance with ASC Topic 606 and concluded that Pfizer was a customer. The Company completed its performance obligations and recognized the amounts included in the transaction price of $134.0 million during the periods through December 31, 2020. No revenue was recognized during the three and six months ended June 30, 2024 and 2023. The remaining development, intellectual property and regulatory milestone amounts have not been included in the transaction price and have not been recognized as their achievement is dependent on the progress and outcomes of Pfizer’s development activities and is therefore uncertain. If and when these milestones become probable of being achieved, they will be recognized in full at that time. Sales milestones and royalties are not recognized until triggered based on the contractual terms. Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease In December 2017, the Company entered into an exclusive, global collaboration and license agreement with Pfizer, subsequently assigned to Alexion, AstraZeneca Rare Disease (“Alexion”) in September 2023, for the development and commercialization of potential gene therapy products that use zinc finger transcriptional regulators (“ZF-transcriptional regulators”) to treat amyotrophic lateral sclerosis and frontotemporal lobar degeneration linked to mutations of the C9ORF72 gene. Pursuant to this agreement, the Company agreed to work with Pfizer on a research program to identify, characterize and preclinically develop ZF-transcriptional regulators that bind to and specifically reduce expression of the mutant form of the C9ORF72 gene. Subject to the terms of this agreement, the Company granted Pfizer (now Alexion) an exclusive, royalty-bearing, worldwide license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products that use resulting ZF-transcriptional regulators that satisfy pre-agreed criteria. During a specified period, neither the Company nor Alexion are permitted to research, develop, manufacture or commercialize outside of the collaboration any zinc finger proteins (“ZFPs”) that specifically bind to the C9ORF72 gene. Unless earlier terminated, the agreement has a term that continues on a per licensed product and per country basis until the later of (i) the expiration of patent claims that cover the licensed product in a country, (ii) the expiration of regulatory exclusivity for a licensed product in a country, and (iii) 15 years after the first commercial sale of a licensed product in a major market country. Alexion also has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Alexion to develop, manufacture and commercialize licensed products under the agreement would automatically terminate. Upon termination by the Company for cause or by Alexion without cause for any licensed product or licensed products in any country or countries, the Company would have the right to negotiate with Alexion to obtain a non-exclusive, royalty-bearing license under certain technology controlled by Alexion to develop, manufacture and commercialize the licensed product or licensed products in the terminated country or countries. Following any termination by the Company for Alexion’s material breach, Alexion would not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. Following any termination by Alexion for the Company’s material breach, the Company would not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. The Company received a $12.0 million upfront payment from Pfizer and is eligible to receive up to $60.0 million in development milestone payments from Alexion contingent on the achievement of specified preclinical development, clinical development and first commercial sale milestones, and up to $90.0 million in commercial milestone payments if annual worldwide net sales of the licensed products reach specified levels. In addition, Alexion will pay the Company royalties of 14% - 20% of the annual worldwide net sales of the licensed products. These royalty payments are subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third-party intellectual property. Each party is responsible for the cost of its performance of the research program. Alexion is operationally and financially responsible for subsequent development, manufacturing and commercialization of the licensed products. To date, a milestone of $5.0 million has been achieved and paid, however no products have been approved and therefore no royalty fees have been earned under the C9ORF72 agreement. The Company assessed the agreement with Alexion in accordance with ASC Topic 606 and concluded that Alexion was a customer. The Company completed its performance obligations and recognized the amounts included in the transaction price of $17.0 million during the periods through December 31, 2020. No revenue was recognized during the three and six months ended June 30, 2024 and 2023. The remaining development milestone amounts have not been included in the transaction price and have not been recognized as their achievement is dependent on the progress and outcomes of Alexion’s development activities and is therefore uncertain. If and when these milestones become probable of being achieved, they would be recognized in full at that time. Sales related milestones and royalties are not recognized until triggered based on the contractual terms. In October 2023, Pfizer notified the Company of Pfizer’s assignment of the collaboration and license agreement to Alexion, AstraZeneca Rare Disease, pursuant to a definitive purchase and license agreement for preclinical gene therapy assets and enabling technologies that closed on September 20, 2023. Other Collaboration and License Agreements During the three and six months ended June 30, 2024, the Company had a collaboration and license agreement with Kite and certain other license agreements. During the three and six months ended June 30, 2023, in addition to the agreement with Kite, the Company had collaboration and license agreements with Novartis Institutes for BioMedical Research, Inc. (“Novartis”), and Biogen MA, Inc. (“Biogen”). These collaboration agreements were designed for the research, development, and commercialization of various potential therapy products, including potential engineered cell therapies for cancer and gene regulation therapies to treat neurodevelopmental disorders and diseases. The collaboration agreements with Novartis and Biogen were both terminated effective June 2023. The Company’s services under the Kite collaboration agreement were completed during the year ended December 31, 2023, and the agreement expired pursuant to its terms in April 2024. The Company assessed each of these collaboration agreements in accordance with ASC Topic 606, concluding Kite, Novartis and Biogen were customers. Revenues recognized under these agreements were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenue related to Kite agreement: Recognition of license fee fixed consideration $ — $ 1,110 $ — $ 12,550 Research services variable consideration — 121 — 989 Total $ — $ 1,231 $ — $ 13,539 Revenue related to Novartis agreement: Recognition of upfront license fee $ — $ 1,872 $ — $ 9,568 Research services — 554 — 2,613 Total $ — $ 2,426 $ — $ 12,181 Revenue related to Biogen agreement: Recognition of license and other fixed consideration $ — $ 1,535 $ — $ 132,165 Cost-sharing payments for research services, net variable consideration — 669 — 2,341 Total $ — $ 2,204 $ — $ 134,506 Revenue from other license agreements $ 356 $ 974 $ 837 $ 4,566 Total revenue $ 356 $ 6,835 $ 837 $ 164,792 As of June 30, 2024 and December 31, 2023, the Company had no material receivables, no deferred revenue, and no amounts included in transaction price remaining to be recognized related to any license and collaboration agreements. |
IMPAIRMENT AND WRITE-DOWN OF AS
IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE | IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE During the year ended December 31, 2023, the Company experienced a sustained decline in stock price and related market capitalization, the collaboration agreements with Biogen and Novartis were terminated, and actions were initiated including deferral and reprioritization of certain research and development programs, announcement and execution of restructuring of operations and reductions in force. As a result, throughout the year the Company tested various long-lived and indefinite-life intangible assets for impairment and recognized a pre-tax goodwill impairment charge of $38.1 million, a pre-tax indefinite-lived intangible asset impairment charge of $51.4 million along with the income tax benefit from the reduction of the associated deferred tax liability of $6.3 million, and a pre-tax long-lived assets impairment charge of $65.5 million during the year ended December 31, 2023. Six months ended June 30, 2024 During the three months ended March 31, 2024, the Company’s Board of Directors approved the wind-down of operations in France and corresponding reduction in workforce, including closure of the Company’s cell therapy manufacturing facility and research labs in Valbonne, France (the “France Restructuring”), and also initiated several actions aimed at reducing costs, including actions to commence the closure of its facility in Brisbane, California. As such, the Company reassessed its long-lived assets for impairment as of March 31, 2024. In connection with the France Restructuring, the Company concluded its equipment, furniture and fixtures located in France met the held for sale criteria as of March 31, 2024. The Company wrote down the carrying value of these assets to their estimated fair value of $1.0 million, net of the estimated costs to sell, recognizing a loss of $1.8 million. The fair value measurement represents a level 3 nonrecurring fair value measurement. The loss is included in impairment of long-lived assets in the accompanying Condensed Consolidated Statements of Operations. The Company also reassessed whether its remaining long-lived assets continued to represent a single asset group for purposes of impairment assessment. After considering changes in the manner in which the right-of-use assets and leasehold improvements related to the Company’s Brisbane and Valbonne, France, facilities are used, costs incurred to cease use of these assets, the France Restructuring, and the Company’s activities to market these facilities for sublease, the Company concluded the identifiable operations and cash flows of these assets are now largely independent of the operations and the cash flows of each other, as well as of the remainder of the Company. Accordingly, the Company assessed impairment of the resulting asset groups separately. Based on the changes in the use of assets related to the Brisbane and Valbonne facility leases, the Company concluded there were indicators of impairment for these asset groups, and further established that the carrying values of these asset groups were not recoverable. The Company proceeded to determine their fair values using a discounted cash flow method, which represents a level 3 nonrecurring fair value measurement. As a result, the Company recognized pre-tax long-lived asset impairment charges of $2.0 million on the right-of-use assets and $0.5 million on the related leasehold improvements during the three months ended March 31, 2024. No impairment was recognized on the remaining long-lived assets, as their carrying values were not in excess of their fair values. During the three months ended June 30, 2024, the Company faced a sustained decline in its stock price and related market capitalization, and continued the France Restructuring, and activities related to the closure of its facility in Brisbane, California. There was also a decline in the market rates for facility subleases in Brisbane, California, indicating the carrying values of right of use and leasehold improvement assets could be impaired. As such, the Company reassessed its long-lived assets for impairment as of June 30, 2024. The Company concluded there were indicators of impairment for the Brisbane and Valbonne facility lease asset groups, and further established that the carrying values of these asset groups were not recoverable. The Company proceeded to determine their fair values using a discounted cash flow method, which represents a level 3 nonrecurring fair value measurement. As a result, the Company recognized pre-tax long-lived asset impairment charges of $0.9 million on the right-of-use assets and $0.1 million on the related leasehold improvements during the three months ended June 30, 2024. The Company also reassessed the fair value of assets held for sale as of June 30, 2024 and recorded an additional charge to write-down the carrying value of these assets by $0.1 million. Assets held for sale are included within prepaid expenses and other current assets on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024. The fair value measurement represents a level 3 nonrecurring fair value measurement. The loss is included in impairment of long-lived assets in the accompanying Condensed Consolidated Statements of Operations. The sale of these assets is expected to occur within one year, either collectively or separately. The Company will continue to assess whether its long-lived assets are impaired in future periods. As the Company finalizes the wind-down of its France operations and corresponding reduction in force of all France employees, as well as the closure of its Brisbane facility, it is reasonably possible that additional impairment charges will be recognized, for example, if sublease rates of leased facilities or selling prices of the assets held for sale are less than those estimated. Six months ended June 30, 2023 During the three months ended March 31, 2023, as a result of the sustained decline in the Company’s stock price and related market capitalization, termination of the collaboration agreements with Biogen and Novartis, the Company performed an impairment assessment of goodwill, indefinite-lived intangible assets, and other long-lived assets. The Company operated as a single reporting unit based on its business and reporting structure. For goodwill, a quantitative impairment assessment was performed using a market approach, whereby the Company’s fair value of equity was compared to its carrying value. The fair value of equity was derived using both the market capitalization of the Company and an estimate of a reasonable range of values of a control premium applied to the Company’s implied business enterprise value. The control premium was estimated based upon control premiums observed in comparable market transactions. This represented a level 2 nonrecurring fair value measurement. Based on this analysis, the Company recognized a pre-tax goodwill impairment charge of $38.1 million during the three months ended March 31, 2023. As a result, the goodwill was fully impaired as of March 31, 2023. Before completing the goodwill impairment assessment, the Company also tested its indefinite-lived intangible assets and then its long-lived assets for impairment. Based on the qualitative assessment, the Company determined it was more likely than not that its indefinite-lived intangible assets were not impaired. The Company determined all of its long-lived assets represented one asset group for purposes of long-lived asset impairment assessment. The Company concluded that the carrying value of the asset group was not recoverable as it exceeded the future undiscounted cash flows the assets were expected to generate from the use and eventual disposition. To allocate and recognize the impairment loss, the Company determined individual fair values of its long-lived assets. The Company applied a discounted cash flow method to estimate fair values of its leasehold improvements and right-of-use assets, including leasehold improvements in the process of construction and a cost replacement method to estimate the fair value of its furniture, fixtures and laboratory and manufacturing equipment. These represented level 3 nonrecurring fair value measurements. Based on this analysis, the Company recognized pre-tax long-lived asset impairment charges of $11.2 million on the right-of-use assets, $5.0 million on the related leasehold improvements, and $4.2 million on construction-in-progress, during the three months ended March 31, 2023. No impairment was recognized on the remaining long-lived assets as their carrying values were not in excess of their fair values. During the three months ended June 30, 2023, the Company’s stock price and the related market capitalization continued to decline. In April 2023, the Company announced a restructuring of operations and a corresponding reduction in force. The Company also initiated discussions around several actions aimed at reducing costs, preserving liquidity and improving operational performance metrics, including deferral and reprioritization of certain research and development programs, further reduction in force, and closing or downsizing its facilities. The Company reassessed its indefinite-lived and long-lived assets for impairment as of June 30, 2023. Given the actions contemplated above, the Company determined that it was more likely than not that its indefinite-lived intangible assets were impaired. Accordingly, the Company developed an estimate of the fair value of its indefinite-lived intangible assets using the multi-period excess earnings model (income approach) and concluded the carrying value of its indefinite-lived intangible assets were fully impaired. This represents a level 3 nonrecurring fair value measurement. As a result, an indefinite-lived intangible assets impairment charge of $51.3 million, as well as the related income tax benefit of $6.3 million due to the reversal of a deferred tax liability associated with the indefinite-lived intangible assets was recognized during the three and six months ended June 30, 2023. The impairment charge was primarily driven by a higher discount rate applied to future cash flows based on market participants’ view of increased risk related to the asset. The Company determined that there were indicators of impairment in its long-lived asset group as of June 30, 2023, based on the same factors above as well as the impairment of its indefinite-lived intangible assets. As the estimated fair value of this asset group, based on a market approach, exceeded its carrying value, no impairment loss was recognized. This represents a level 3 nonrecurring fair value measurement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases On February 5, 2024, the Company entered into an amendment to the operating lease of office and research and development laboratory facilities in Brisbane, California. The amendment established early termination rights for the landlord upon thirty days notice to the Company, with the earliest date the landlord may terminate the lease being September 30, 2024. Additionally, the amendment authorizes the landlord to draw on the existing letter of credit to satisfy the majority of the Company’s February 2024 through April 2024 rent payments and obligates the Company to provide a cash security deposit or replenish the letter of credit back to $1.5 million by June 1, 2024. The Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases , and remeasured its lease liability using the current incremental borrowing rate of 9.6%, and recorded an adjustment to reduce both the lease liability and the corresponding right-of-use asset by $1.9 million as of the lease modification date. The Company and the landlord subsequently in May 2024 extended the deadline for replenishing the letter of credit to September 30, 2024, the effect of which had no material impact to the Company's financial statements. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The following table shows total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 1,323 $ 3,887 $ 2,708 $ 8,760 General and administrative 1,742 2,903 3,076 6,307 Total stock-based compensation expense $ 3,065 $ 6,790 $ 5,784 $ 15,067 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock The Company’s common stock authorized for issuance was 960,000,000 shares and 640,000,000 shares as of June 30, 2024 and December 31, 2023, respectively. At-the-Market Offering Agreement In August 2020, the Company entered into an Open Market Sale Agreement℠ with Jefferies LLC (“Jefferies”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million through Jefferies as the Company’s sales agent or principal. In December 2022, the Company entered into Amendment No. 2 to the Open Market Sale Agreement℠ which increased the aggregate offering price under the at-the-market offering program by an additional $175.0 million. Approximately $194.5 million remained available under the sales agreement as of June 30, 2024. The Company is not obligated to sell any shares under the sales agreement. No shares were sold under the sales agreement during the three and six months ended June 30, 2024. During the three and six months ended June 30, 2023, the Company sold 4,286,831 and 8,249,261 shares of its common stock under the sales agreement for net proceeds of approximately $5.4 million and $15.1 million, respectively. Issuance and Sale of Common Stock and Warrants On March 21, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Investors”). On March 26, 2024 the Company issued and sold in a registered direct offering (the “Registered Direct Offering”) an aggregate of 24,761,905 shares of common stock of the Company, par value $0.01 per share, and pre-funded warrants to purchase up to an aggregate of 3,809,523 shares of common stock, together with accompanying warrants (“Common Warrants”) to purchase up to an aggregate of 28,571,428 shares of common stock. The combined offering price of a unit consisting of one share of common stock and the accompanying Common Warrant to purchase one share of common stock was $0.84. The combined offering price of a unit consisting of a pre-funded warrant to purchase one share of common stock and the accompanying Common Warrant to purchase one share of common stock was $0.83. The pre-funded warrants are immediately exercisable at any time, until exercised in full, at a price of $0.01 per share of common stock. The Common Warrants are exercisable six months from issuance, expire five and a half years from the issuance date and have an exercise price of $1.00 per share. Both pre-funded warrants and Common Warrants can be exercised net in limited circumstances and entitle holders to dividends if and when paid by the Company. Barclays Capital Inc. and Cantor Fitzgerald & Co. (the “Placement Agents”) acted as the placement agents for the offering, pursuant to a Placement Agency Agreement, dated March 21, 2024 (the “Placement Agreement”). Pursuant to the Placement Agreement, the Company paid the Placement Agents a cash placement fee equal to 6.0% of the aggregate gross proceeds raised in the Registered Direct Offering. The Company received aggregate net proceeds from the Registered Direct Offering of $21.9 million, net of the Placement Agents’ fees of $1.4 million and other offering costs of $0.7 million. Common Warrants and pre-funded warrants were determined to be equity-classified and proceeds received from their issuance were recorded as a component of stockholders’ equity within additional paid-in capital. The Company determined that the warrants should be equity classified because they are freestanding financial instruments, do not embody an obligation for the Company to repurchase its shares, do not contain exercise contingencies tied to observable markets or indices, permit the holders to receive a fixed number of shares of common stock upon exercise in exchange for a fixed amount of consideration, subject only to adjustments that are inputs to the fair value of a fixed price/fixed consideration-option, and meet the equity classification criteria. The Common Warrants had not been exercised and remained outstanding as of June 30, 2024. The pre-funded warrants were exercised in full on April 8, 2024 and the Company issued an aggregate of 3,809,523 shares of common stock at an exercise price of $0.01. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES April 2023 Restructuring On April 26, 2023, the Company executed a restructuring of operations and a corresponding reduction in workforce (the “April 2023 Restructuring”), designed to reduce costs and increase focus on certain strategic priorities. The April 2023 Restructuring resulted in the elimination of approximately 110 roles, including 55 full-time employees and 55 contracted employees and eliminated open positions, in the United States, or approximately 23% of the total United States workforce as of April 26, 2023, and included one-time severance payments and other employee-related costs, including additional vesting of service-based stock compensation awards. The Company had estimated that it will incur $5.0 million in expenses related to employee severance and notice period payments, benefits and related restructuring charges for the April 2023 Restructuring. No expenses related to the April 2023 Restructuring were incurred during the three and six months ended June 30, 2024. The Company incurred approximately $5.0 million of expenses related to the April 2023 Restructuring in the three and six months ended June 30, 2023, of which $3.8 million is included in research and development expense and $1.2 million is included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. The Company expects the April 2023 Restructuring and the cash payments related to the April 2023 Restructuring to be substantially complete by the third quarter of 2024. November 2023 Restructuring On November 1, 2023, the Company executed a restructuring of operations and a corresponding reduction in workforce (the “November 2023 Restructuring”), designed to reduce costs and advance its strategic transformation into a neurology-focused genomic medicine company. The November 2023 Restructuring resulted in the elimination of approximately 162 roles, including 108 full-time employees and 54 contracted employees and eliminated open positions, in the United States, or approximately 40% of the total United States workforce, and included one-time severance payments and other employee-related costs, including additional vesting of service-based stock compensation awards. The total restructuring expenses are estimated to be approximately $8.1 million to $9.1 million, related to employee severance and notice period payments, benefits, Brisbane facility close-out costs, and other related restructuring charges for the November 2023 Restructuring. The Company had recorded $6.7 million of expenses relating to the November 2023 Restructuring in the fourth quarter of 2023. The expense adjustments recorded during the three and six months ended June 30, 2024 were not material. The Company expects to incur additional estimated costs of $1.0 million to $2.0 million through the third quarter of 2024. The Company expects the November 2023 Restructuring and the cash payments related to the November 2023 Restructuring to be substantially complete by the third quarter of 2024. France Restructuring On March 1, 2024, the Company’s Board of Directors approved the France Restructuring which will result in the elimination of all 93 roles in France, or approximately 24% of the total global workforce. As a result, the Company expects that it will suspend its research and development activities in France and is in the process of disposing of its France-based assets and settling the associated liabilities. The Company is also expected to make severance payments as required by French law and the terms of the applicable collective bargaining agreements, and other employee-related costs. The total restructuring expenses are estimated to be approximately $7.3 million to $7.6 million, related to employee severance and notice period payments, benefits, contract termination costs, and other related restructuring charges for the France Restructuring. The Company had recorded $4.7 million of expenses relating to the France restructuring in the fourth quarter of 2023. The expenses incurred during the three and six months ended June 30, 2024 related to employee severance and notice period payments, benefits, and other employee-related costs were not material. During the three months ended June 30, 2024, the Company recognized $2.4 million as expense relating to a terminated manufacturing-related supplier arrangement for costs that will be incurred without economic benefit to the Company, included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. The Company expects to incur other additional estimated costs of $0.2 million to $0.5 million related to the France Restructuring through the fourth quarter of 2024. The Company expects the France Restructuring and its related cash payments to be substantially complete by the fourth quarter of 2024. See Note 6 – Impairment and Write-Down of Assets Held For Sale for impairment considerations related to the France Restructuring. The following table is a summary of accrued April 2023 Restructuring, November 2023 Restructuring and France Restructuring charges included within other accrued liabilities on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024 (in thousands): Six Months Ended June 30, 2024 Balance at December 31, 2023 $ 11,733 Restructuring charges 2,784 Cash payments (9,472) Balance at June 30, 2024 $ 5,045 Sangamo may also incur other cash expenses or charges not currently contemplated or estimable due to events that may occur as a result of, or associated with, the April 2023 Restructuring, November 2023 Restructuring and France Restructuring. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Epigenetic Regulation and Capsid Delivery License Agreement with Genentech On August 2, 2024, the Company entered into the Genentech Agreement to develop intravenously administered genomic medicines to treat certain neurodegenerative diseases. Under the Genentech Agreement, the Company granted an exclusive license to Genentech for the Company’s proprietary zinc finger repressors (“ZFRs”) that are directed to tau and the Company’s proprietary ZFRs that are directed to a second undisclosed neurology target. The Company also granted an exclusive license to Genentech to the Company’s proprietary, neurotropic adeno-associated virus capsid, STAC-BBB for use with therapies directed to tau or to the second neurology target. The Company is prohibited from exploiting (itself or with or for a third party) products directed to tau or to the second neurology target during the applicable exclusivity periods set forth in the Genentech Agreement. Under the terms of the Genentech Agreement, the Company is responsible for completing a technology transfer and certain preclinical activities, and Genentech is solely responsible for all clinical development, regulatory interactions, manufacturing and global commercialization of resulting products. Under the Genentech Agreement, Genentech is obligated to pay the Company a $40.0 million upfront license fee on or around the end of August 2024 and will become obligated to pay the Company a $10.0 million milestone payment after the completion of technology transfer activities. In addition, the Company is eligible to earn up to $1.9 billion in development and commercial milestones spread across multiple potential products under the Genentech Agreement and tiered mid-single digit to sub-teen double digit royalties on the net sales of such products, subject to certain specified reductions. |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of these financial statements for the periods presented have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The Condensed Consolidated Balance Sheet data at December 31, 2023 was derived from the audited Consolidated Financial Statements included in Sangamo’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) as filed with the SEC on March 13, 2024. |
Consolidation | The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements. |
Use of Estimates | The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. On an ongoing basis, management evaluates its estimates including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, income taxes, fair value of assets and liabilities, including from acquisitions, useful lives and impairment of long-lived assets, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Revenue Recognition | The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and license agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. For contracts that contain a provision where the Company reimburses its customer for certain costs they incur and where the Company does not acquire any distinct goods or services in exchange for such payments, the Company accounts for it as a reduction to the contract transaction price. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Most of the Company’s performance obligations in its collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct. Options to license the Company’s intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase the Company’s services under the existing contract. Revenues from bundles of licenses of intellectual property and research and development services are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation. Significant management judgment is required to determine the level of effort required under an arrangement, and the period over which the Company expects to complete its performance obligations under the arrangement. Changes in these estimates can have a material effect on revenue recognized. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. For variable consideration, the amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services. Contract modifications occur when the price and/or scope of an arrangement changes. If the modification consists of adding new distinct goods or services in exchange for consideration that reflects standalone selling prices of these goods and services, the modification is accounted for as a separate contract with the customer. Otherwise, if the remaining goods and services are distinct from those previously provided, the existing contract is considered terminated, and the remaining consideration is allocated to the remaining goods and services as if this was a newly signed contract. If the remaining goods and services are not distinct from those previously provided, the effects of the modification are accounted for in a manner similar to the effect of a change in the estimated measure of progress, with cumulative catch-up in revenue recorded at the time of the modification. If some of the remaining goods and services are distinct from those previously provided and others are not, to account for the effects of the modification the Company applies principles consistent with the objectives of the modification accounting. |
Impairment | The Company evaluates the carrying value of long-lived assets, which include property and equipment, leasehold improvements and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. If a change in circumstance occurs that indicates long-lived assets may be impaired, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. The long-lived asset evaluation is performed at the asset group level, i.e., the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company reassesses the composition of its asset groups whenever there are changes in its operations that affect whether the cash flows associated with assets included in asset groups are largely independent. If the impairment review indicates that the carrying amount of an asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of an asset group exceeds its fair value. Any impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the carrying amount of an individual asset shall not be reduced below its fair value. Factors that may indicate potential impairment and trigger an impairment test include, but are not limited to, general macroeconomic conditions, conditions specific to the industry and market, an adverse change in legal factors, business climate or operational performance of the business, and sustained decline in the stock price and market capitalization compared to the net book value. Calculating the fair value of a reporting unit, an asset group and an individual asset involves significant estimates and assumptions. These estimates and assumptions include, among others, projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables. Changes in these factors and assumptions used can materially affect the amount of impairment loss recognized in the period the asset was considered impaired. |
Cash, Cash Equivalents, and Restricted Cash | Sangamo considers all highly liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of cash, deposits in money market accounts and U.S. government-sponsored entity debt securities. Restricted cash consisted of a letter of credit for $1.5 million, representing a deposit for the lease of office and research and development laboratory facilities in Brisbane, California. |
Leases | The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Right-of-use assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases, calculated as the sum of the amortization of the right of use asset and accretion of the lease liability, is recognized on a straight-line basis over the lease term, unless the right of use asset was previously written down due to impairment. The Company evaluates the lease arrangement for impairment whenever events or changes in circumstances indicate that the carrying amounts of the right-of-use asset may not be fully recoverable. To the extent an impairment of the right-of-use asset is identified, the Company will recognize the impairment expense and subsequently amortize the remaining right of use asset into rent expense on a straight-line basis (unless another systematic basis is more representative of the pattern in which the Company expects to consume the future economic benefits from the asset) from the date of impairment to the earlier of the end of the right-of-use asset’s useful life or the end of the lease term. If there is a change to the terms and conditions of a contract that results in a change in the scope of or the consideration for a lease, the Company determines if the lease modification results in a separate contract or a change in the accounting for the existing lease and not a separate contract. For lease modifications that result in a separate contract, the Company accounts for the new contract in the same manner as other new leases. For lease modifications that do not result in a separate contract, the Company reassesses the classification of the lease at the effective date of the modification, remeasures and reallocates the remaining consideration in the contract, and remeasures the lease liability using the discount rate determined at the effective date of the modification. The Company has elected not to separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. |
Warrants to Purchase Shares of Company Stock | The Company determines the accounting classification of warrants to purchase shares of its stock as either liability or equity by first assessing whether the warrants meet liability classification criteria in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument other than an outstanding share that embodies an obligation to repurchase the entity’s shares or is indexed to such an obligation, and that requires or may require the entity to settle it by transferring assets, is classified as a liability. In addition, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the issuer’s equity shares, or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. If financial instruments, such as warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company’s own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity’s own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company’s equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. Certain adjustments to this amount are allowed, if they are based on non-levered inputs into the fair value of a fixed price/fixed consideration-option. Warrants are also required to meet equity classification criteria to be classified in stockholders’ equity. Under these criteria, warrants have to provide for settlement in shares, or cash or shares at the entity’s option. With limited exceptions, a possibility of net cash settlement under any circumstances will result in the warrants being classified as liabilities. Warrants classified as equity are generally measured using the Black-Scholes valuation model on the date of issuance. Warrants classified as liabilities are remeasured at any reporting date using valuation models consistent with their terms, with changes recognized in earnings. |
Restructuring | The Company records employee severance costs based on whether the termination benefits are provided under an on-going benefit arrangement or under a one-time benefit arrangement. The Company accounts for on-going termination benefit arrangements, such as those arising from employment agreements, applicable regulations or past practices, in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits (“ASC Topic 712”). Under ASC 712, liabilities for post-employment benefits related to past services and that vest or are accumulated over time are recorded at the time the obligations are probable of being incurred and can be reasonably estimated. The Company accounts for one-time employment benefit arrangements in accordance with ASC Topic 420, Exit or Disposal Cost Obligations (“ASC Topic 420”). One-time termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service over a period extending past the minimum notification period, in which case the benefits are expensed ratably over the future service period. Other associated costs are recognized in the period in which the liability is incurred. Costs incurred to terminate contracts are recognized upon their termination, e.g., when notice of termination is provided to the counterparty. Costs related to contracts without future benefit are recognized at the cease-use date. Other exit-related costs are recognized as incurred. |
Recent Accounting Pronouncements Not Yet Adopted | In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC Topic 280, Segment Reporting on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
Fair Value Measurements | The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurements and unobservable (i.e., supported by little or no market activity). |
ORGANIZATION, BASIS OF PRESEN_3
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenue from Strategic Partnering Collaboration Agreements and Research Activity Grants as a Percentage of Total Revenues | Revenues from collaboration and license agreements as a percentage of total revenues for the three and six months ended June 30, 2023 were as follows: Three Months Ended Six Months Ended 2023 2023 Novartis Institutes for BioMedical Research, Inc. 35 % 7 % Biogen MA, Inc. 32 % 82 % Kite Pharma, Inc. 18 % 8 % Other license agreements 15 % 3 % |
Schedule of Cash and Cash Equivalents | A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets to the amounts reported within the accompanying Condensed Consolidated Statements of Cash Flows is as follows (in thousands): June 30, December 31, June 30, December 31, Cash and cash equivalents $ 27,786 $ 45,204 $ 66,830 $ 100,444 Non-current restricted cash — 1,500 1,500 1,500 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows $ 27,786 $ 46,704 $ 68,330 $ 101,944 |
Restrictions on Cash and Cash Equivalents | A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets to the amounts reported within the accompanying Condensed Consolidated Statements of Cash Flows is as follows (in thousands): June 30, December 31, June 30, December 31, Cash and cash equivalents $ 27,786 $ 45,204 $ 66,830 $ 100,444 Non-current restricted cash — 1,500 1,500 1,500 Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows $ 27,786 $ 46,704 $ 68,330 $ 101,944 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements of Cash Equivalents and Marketable Securities | The fair value measurements of the Company’s cash equivalents and marketable securities as of December 31, 2023 are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2023 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 2,508 $ 2,508 $ — $ — Total 2,508 2,508 — — Marketable securities: U.S. government-sponsored entity debt securities 22,566 — 22,566 — Commercial paper securities 2,826 — 2,826 — Corporate debt securities 1,405 — 1,405 — Asset-backed securities 2,377 — 2,377 — U.S. treasury bills 5,593 — 5,593 — Certificates of deposit 1,031 — 1,031 — Total 35,798 — 35,798 — Total cash equivalents and marketable securities $ 38,306 $ 2,508 $ 35,798 $ — |
CASH EQUIVALENTS AND MARKETAB_2
CASH EQUIVALENTS AND MARKETABLE SECURITIES - (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities | The table below summarizes the Company’s cash equivalents and marketable securities as of December 31, 2023 (in thousands): Amortized Gross Gross Estimated December 31, 2023 Assets Cash equivalents: Money market funds $ 2,508 $ — $ — $ 2,508 Total 2,508 — — 2,508 Marketable securities: U.S. government-sponsored entity debt securities 22,347 219 — 22,566 Commercial paper securities 2,825 2 (1) 2,826 Corporate debt securities 1,399 6 — 1,405 Asset-backed securities 2,368 9 — 2,377 U.S. treasury bills 5,599 — (6) 5,593 Certificates of deposit 1,026 5 — 1,031 Total 35,564 241 (7) 35,798 Total cash equivalents and marketable securities $ 38,072 $ 241 $ (7) $ 38,306 |
Schedule of Fair Value of Marketable Securities by Contractual Maturity | The fair value of marketable securities by contractual maturity were as follows (in thousands): December 31, Maturing in one year or less $ 10,855 Maturing after one year through five years 24,943 Total $ 35,798 |
MAJOR CUSTOMERS, PARTNERSHIPS_2
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | Revenues recognized under these agreements were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenue related to Kite agreement: Recognition of license fee fixed consideration $ — $ 1,110 $ — $ 12,550 Research services variable consideration — 121 — 989 Total $ — $ 1,231 $ — $ 13,539 Revenue related to Novartis agreement: Recognition of upfront license fee $ — $ 1,872 $ — $ 9,568 Research services — 554 — 2,613 Total $ — $ 2,426 $ — $ 12,181 Revenue related to Biogen agreement: Recognition of license and other fixed consideration $ — $ 1,535 $ — $ 132,165 Cost-sharing payments for research services, net variable consideration — 669 — 2,341 Total $ — $ 2,204 $ — $ 134,506 Revenue from other license agreements $ 356 $ 974 $ 837 $ 4,566 Total revenue $ 356 $ 6,835 $ 837 $ 164,792 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table shows total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 1,323 $ 3,887 $ 2,708 $ 8,760 General and administrative 1,742 2,903 3,076 6,307 Total stock-based compensation expense $ 3,065 $ 6,790 $ 5,784 $ 15,067 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Accrued Restructuring Costs | The following table is a summary of accrued April 2023 Restructuring, November 2023 Restructuring and France Restructuring charges included within other accrued liabilities on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2024 (in thousands): Six Months Ended June 30, 2024 Balance at December 31, 2023 $ 11,733 Restructuring charges 2,784 Cash payments (9,472) Balance at June 30, 2024 $ 5,045 |
ORGANIZATION, BASIS OF PRESEN_4
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Aug. 31, 2024 | Jun. 30, 2023 | Aug. 02, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Change in Accounting Estimate [Line Items] | ||||||
Letter of credit established as a deposit | $ 1,500 | |||||
Cash and cash equivalents | $ 66,830 | $ 27,786 | $ 45,204 | $ 100,444 | ||
Forecast | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Contract With Customer, Expected Consideration To Be Received | $ 50,000 | |||||
Genentech, Roche Group | License | Forecast | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Deferred revenues | $ 40,000 | |||||
Genentech, Roche Group | Subsequent Event | License | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Deferred revenues | $ 40,000 | |||||
Variable consideration amount | $ 10,000 | |||||
Kite Pharma, Inc. | ||||||
Change in Accounting Estimate [Line Items] | ||||||
Increase in revenue | 8,900 | |||||
Increase in net income | $ 8,900 | |||||
Increased earnings per share, basic (in dollars per share) | $ 0.06 | |||||
Increased earnings per share, diluted (in dollars per share) | $ 0.06 |
ORGANIZATION, BASIS OF PRESEN_5
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenues from Strategic Partnering Collaboration And Licensing Agreements (Details) - Revenue from contract with customer - Customer concentration risk | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Novartis Institutes for BioMedical Research, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 35% | 7% |
Biogen MA, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 32% | 82% |
Kite Pharma, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 18% | 8% |
Other license agreements | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 15% | 3% |
ORGANIZATION, BASIS OF PRESEN_6
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 27,786 | $ 45,204 | $ 66,830 | $ 100,444 |
Non-current restricted cash | 0 | 1,500 | 1,500 | 1,500 |
Cash, cash equivalents, and restricted cash as reported within the Condensed Consolidated Statements of Cash Flows | $ 27,786 | $ 46,704 | $ 68,330 | $ 101,944 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 | $ 35,798,000 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,508,000 | |
U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,566,000 | |
Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,826,000 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,405,000 | |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,377,000 | |
U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,593,000 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,031,000 | |
Fair value on recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,508,000 | |
Marketable securities | 35,798,000 | |
Total cash equivalents and marketable securities | $ 0 | 38,306,000 |
Fair value on recurring basis | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,508,000 | |
Fair value on recurring basis | U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,566,000 | |
Fair value on recurring basis | Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,826,000 | |
Fair value on recurring basis | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,405,000 | |
Fair value on recurring basis | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,377,000 | |
Fair value on recurring basis | U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,593,000 | |
Fair value on recurring basis | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,031,000 | |
Fair value on recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,508,000 | |
Marketable securities | 0 | |
Total cash equivalents and marketable securities | 2,508,000 | |
Fair value on recurring basis | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,508,000 | |
Fair value on recurring basis | Level 1 | U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 1 | Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 1 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 1 | U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Marketable securities | 35,798,000 | |
Total cash equivalents and marketable securities | 35,798,000 | |
Fair value on recurring basis | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Fair value on recurring basis | Level 2 | U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,566,000 | |
Fair value on recurring basis | Level 2 | Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,826,000 | |
Fair value on recurring basis | Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,405,000 | |
Fair value on recurring basis | Level 2 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,377,000 | |
Fair value on recurring basis | Level 2 | U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5,593,000 | |
Fair value on recurring basis | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,031,000 | |
Fair value on recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Marketable securities | 0 | |
Total cash equivalents and marketable securities | 0 | |
Fair value on recurring basis | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Fair value on recurring basis | Level 3 | U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 3 | Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 3 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 3 | U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair value on recurring basis | Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 |
CASH EQUIVALENTS AND MARKETAB_3
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Cash Equivalents and Available-for-Sale Securities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Cash equivalents: | ||||
Amortized Cost | $ 27,786,000 | $ 45,204,000 | $ 66,830,000 | $ 100,444,000 |
Marketable securities: | ||||
Amortized Cost | 35,564,000 | |||
Gross Unrealized Gains | 241,000 | |||
Gross Unrealized Losses | 0 | (7,000) | ||
Estimated Fair Value | 0 | 35,798,000 | ||
Total cash equivalents and marketable securities, amortized cost | $ 0 | 38,072,000 | ||
Total cash equivalents and marketable securities, gross unrealized gains | 241,000 | |||
Total cash equivalents and marketable securities, gross unrealized losses | (7,000) | |||
Total cash equivalents and marketable securities, estimated fair value | 38,306,000 | |||
U.S. government-sponsored entity debt securities | ||||
Marketable securities: | ||||
Amortized Cost | 22,347,000 | |||
Gross Unrealized Gains | 219,000 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 22,566,000 | |||
Commercial paper securities | ||||
Marketable securities: | ||||
Amortized Cost | 2,825,000 | |||
Gross Unrealized Gains | 2,000 | |||
Gross Unrealized Losses | (1,000) | |||
Estimated Fair Value | 2,826,000 | |||
Corporate debt securities | ||||
Marketable securities: | ||||
Amortized Cost | 1,399,000 | |||
Gross Unrealized Gains | 6,000 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 1,405,000 | |||
Asset-backed securities | ||||
Marketable securities: | ||||
Amortized Cost | 2,368,000 | |||
Gross Unrealized Gains | 9,000 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 2,377,000 | |||
U.S. treasury bills | ||||
Marketable securities: | ||||
Amortized Cost | 5,599,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (6,000) | |||
Estimated Fair Value | 5,593,000 | |||
Certificates of deposit | ||||
Marketable securities: | ||||
Amortized Cost | 1,026,000 | |||
Gross Unrealized Gains | 5,000 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 1,031,000 | |||
Cash equivalents: | ||||
Cash equivalents: | ||||
Amortized Cost | 2,508,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 2,508,000 | |||
Money market funds | ||||
Cash equivalents: | ||||
Amortized Cost | 2,508,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | $ 2,508,000 |
CASH EQUIVALENTS AND MARKETAB_4
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Maturing in one year or less | $ 10,855 | |
Maturing after one year through five years | 24,943 | |
Marketable securities | $ 0 | $ 35,798 |
CASH EQUIVALENTS AND MARKETAB_5
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Realized gain and losses on the sales of investments | $ 0 | $ 0 | $ 0 | $ 0 | |
Allowance for credit loss related to marketable securities, not previously recorded | 0 | $ 0 | 0 | $ 0 | |
Allowance for credit loss related to marketable securities | 0 | 0 | $ 0 | ||
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | $ 0 | $ 0 | $ 7,000 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 08, 2024 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Shares used in computing basic net loss per share (in shares) | 203,946,000 | 174,325,000 | 194,049,000 | 171,445,000 | |
Shares used in computing diluted net loss per share (in shares) | 203,946,000 | 174,325,000 | 194,049,000 | 171,445,000 | |
Antidilutive securities (in shares) | 53,100,000 | 24,300,000 | 53,100,000 | 24,300,000 | |
Pre-funded warrants | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Shares used in computing basic net loss per share (in shares) | 203,900,000 | 194,000,000 | |||
Shares used in computing diluted net loss per share (in shares) | 203,900,000 | 194,000,000 | |||
Number of new stock issued during the period (in shares) | 3,809,523 | 3,809,523 | |||
Stock price (USD) (in dollars per share) | $ 0.01 | $ 0.01 | |||
Offering price of each common stock (in dollars per share) | $ 1 | $ 1 | $ 0.01 |
MAJOR CUSTOMERS, PARTNERSHIPS_3
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Pfizer Inc. (Details) $ in Millions | 1 Months Ended | 12 Months Ended | 37 Months Ended | 79 Months Ended | 86 Months Ended | |
Dec. 31, 2017 USD ($) | May 31, 2017 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2024 USD ($) product milestone | Jun. 30, 2024 USD ($) milestone | |
Pfizer Inc. | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Agreement termination, term | 15 years | |||||
Pfizer Inc. | S B Five Two Five And Other Products | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Revenues under agreement | $ 70 | |||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | 266.5 | |||||
Pfizer Inc. | S B Five Two Five And Other Products | Achievement of specified clinical development intellectual property and regulatory milestones | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Development and sales-based milestone payments to be received | 208.5 | |||||
Pfizer Inc. | S B Five Two Five | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Milestone revenue receivable | 220 | |||||
Pfizer Inc. | Other products | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Milestone revenue receivable | $ 175 | |||||
Pfizer Inc. | License | Minimum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Percentage of net sales per developed licensed product which will trigger royalties by counterparty | 14% | |||||
Pfizer Inc. | License | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Percentage of net sales per developed licensed product which will trigger royalties by counterparty | 20% | |||||
Pfizer SB-525 | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Collaborative arrangement transaction price | $ 134 | |||||
Pfizer SB-525 | S B Five Two Five And Other Products | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Collaborative arrangement, number of milestones achieved | milestone | 2 | |||||
Milestone payments received | $ 55 | |||||
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Agreement termination, term | 15 years | |||||
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease | License | Minimum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Percentage of net sales per developed licensed product which will trigger royalties by counterparty | 14% | |||||
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease | License | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Percentage of net sales per developed licensed product which will trigger royalties by counterparty | 20% | |||||
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease | C9ORF72 | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Milestone payments received | $ 12 | $ 5 | ||||
Collaborative arrangement transaction price | $ 17 | |||||
Number of products approved | product | 0 | |||||
Number of milestones included in transaction price | milestone | 0 | |||||
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease | C9ORF72 | Achievement Of Specified Preclinical Development Clinical Development And First Commercial Sale Milestones | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Development and sales-based milestone payments to be received | 60 | |||||
Alexion Pharmaceuticals, Inc., AstraZeneca Rare Disease | C9ORF72 | Achievement Of Commercial Milestones | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Development and sales-based milestone payments to be received | $ 90 |
MAJOR CUSTOMERS, PARTNERSHIPS_4
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Revenues Recognized under Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue related to Sanofi agreement: | ||||
Revenues | $ 356 | $ 6,835 | $ 837 | $ 164,792 |
Kite Pharma, Inc. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 1,231 | 0 | 13,539 |
Kite Pharma, Inc. | License | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 1,110 | 0 | 12,550 |
Kite Pharma, Inc. | Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 121 | 0 | 989 |
Novartis Institutes for BioMedical Research, Inc. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 2,426 | 0 | 12,181 |
Novartis Institutes for BioMedical Research, Inc. | License | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 1,872 | 0 | 9,568 |
Novartis Institutes for BioMedical Research, Inc. | Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 554 | 0 | 2,613 |
Biogen MA, Inc. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 2,204 | 0 | 134,506 |
Biogen MA, Inc. | License | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 1,535 | 0 | 132,165 |
Biogen MA, Inc. | Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 669 | 0 | 2,341 |
Other license agreements | License | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | $ 356 | $ 974 | $ 837 | $ 4,566 |
IMPAIRMENT AND WRITE-DOWN OF _2
IMPAIRMENT AND WRITE-DOWN OF ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||
Goodwill impairment | $ 38,100 | $ 38,100 | |||||
Impairment of intangible assets, indefinite-lived | $ 51,300 | $ 51,300 | 51,400 | ||||
Reduction in deferred tax liabilities | 6,300 | 6,300 | 6,300 | ||||
Impairment on right-of-use assets | $ 900 | $ 2,000 | 11,200 | $ 65,500 | |||
Estimated fair value of equipment, furniture and fixtures | 1,000 | ||||||
Impairment of long-lived assets | 1,172 | $ 0 | $ 5,521 | $ 20,433 | |||
Impairment of leaseholdimprovements | $ 100 | 500 | 5,000 | ||||
Impairment of assets held for sale | $ 100 | ||||||
Equipment, Furniture, And Fixtures | |||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||
Impairment of long-lived assets | $ 1,800 | ||||||
Construction in Progress | |||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||
Impairment of long-lived assets | $ 4,200 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Feb. 05, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Other Commitments [Line Items] | |||||||
Impairment on right-of-use assets | $ 900 | $ 2,000 | $ 11,200 | $ 65,500 | |||
Lease liabilities | $ 1,900 | $ 2,822 | $ 2,455 | ||||
Lessee, Operating Lease, Discount Rate | 9.60% | ||||||
Lessee, Operating Lease, Required Notice Of Termination | 30 days | ||||||
Lessee, Required Letter Of Credit Outstanding, Amount | $ 1,500 | ||||||
Richmond, California | |||||||
Other Commitments [Line Items] | |||||||
Impairment on right-of-use assets | $ 1,900 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 3,065 | $ 6,790 | $ 5,784 | $ 15,067 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 1,323 | 3,887 | 2,708 | 8,760 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 1,742 | $ 2,903 | $ 3,076 | $ 6,307 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Apr. 08, 2024 | Mar. 26, 2024 | Mar. 21, 2024 | Dec. 31, 2022 | Aug. 31, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock authorized (in shares) | 960,000,000 | 960,000,000 | 640,000,000 | |||||||
Common stock par value (in dollars per share) | $ 0.01 | |||||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Issuance of common stock (in shares) | 4,286,831 | 24,761,905 | 8,249,261 | |||||||
Issuance of common stock upon exercise of pre-funded warrants (in shares) | 3,809,523 | 3,809,523 | 3,809,523 | |||||||
Pre-funded warrants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of new stock issued during the period (in shares) | 3,809,523 | 3,809,523 | ||||||||
Stock price (USD) (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Offering price of each common stock (in dollars per share) | $ 0.01 | $ 1 | $ 1 | |||||||
Direct offering | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Consideration received on transaction | $ 21.9 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 24,761,905 | |||||||||
Cash placement fees | 6% | |||||||||
Net of placement fees | 1.4 | |||||||||
Proceeds from other offering expenses | 0.7 | |||||||||
Direct offering | Pre-funded warrants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of new stock issued during the period (in shares) | 3,809,523 | |||||||||
Direct offering | Common warrants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares of common stock for each Common warrant (in shares) | 1 | |||||||||
Sale of stock, number of shares issued in transaction, per unit (in shares) | 1 | |||||||||
Sale of stock, price per share (in dollars per share) | $ 0.84 | |||||||||
Warrants exercisable, period after issuance | 6 months | |||||||||
Term of warrants | 5 years 6 months | |||||||||
Direct offering | Pre-funded warrants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 28,571,428 | |||||||||
Number of shares of common stock for each Common warrant (in shares) | 1 | |||||||||
Sale of stock, number of shares issued in transaction, per unit (in shares) | 1 | |||||||||
Sale of stock, price per share (in dollars per share) | $ 0.83 | |||||||||
Stock price (USD) (in dollars per share) | 0.01 | |||||||||
Offering price of each common stock (in dollars per share) | $ 1 | |||||||||
Jefferies LLC | At-The-Market Offering Agreement | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock offering program, maximum value | $ 150 | |||||||||
Stock offering program, increase to aggregate offering price | $ 175 | |||||||||
Sale of stock agreement | $ 194.5 | $ 194.5 | ||||||||
Issuance of common stock (in shares) | 0 | 4,286,831 | 0 | 8,249,261 | ||||||
Consideration received on transaction | $ 5.4 | $ 15.1 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Mar. 01, 2024 employee | Nov. 01, 2023 employee | Apr. 26, 2023 USD ($) employee | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2024 USD ($) | Sep. 30, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | $ 2,784,000 | |||||||||
April 2023 Restructuring Plan | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 110 | |||||||||
Percentage of positions eliminated in restructuring | 23% | |||||||||
Restructuring expected cost | $ 5,000,000 | |||||||||
Restructuring charges | $ 0 | $ 5,000,000 | 0 | $ 5,000,000 | ||||||
April 2023 Restructuring Plan | Research and development | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | 3,800,000 | 3,800,000 | ||||||||
April 2023 Restructuring Plan | General and administrative | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | $ 1,200,000 | $ 1,200,000 | ||||||||
April 2023 Restructuring Plan | Full-Time Employees | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 55 | |||||||||
April 2023 Restructuring Plan | Contracted Employees | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 55 | |||||||||
November 2023 Restructuring Plan | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 162 | |||||||||
Percentage of positions eliminated in restructuring | 40% | |||||||||
Restructuring charges | $ 6,700,000 | |||||||||
November 2023 Restructuring Plan | Minimum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring expected cost | 8,100,000 | 8,100,000 | ||||||||
November 2023 Restructuring Plan | Minimum | Forecast | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Expected cost remaining | $ 1,000,000 | |||||||||
November 2023 Restructuring Plan | Maximum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring expected cost | 9,100,000 | 9,100,000 | ||||||||
November 2023 Restructuring Plan | Maximum | Forecast | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Expected cost remaining | $ 2,000,000 | |||||||||
November 2023 Restructuring Plan | Full-Time Employees | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 108 | |||||||||
November 2023 Restructuring Plan | Contracted Employees | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 54 | |||||||||
France Restructuring Plan | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of employees eliminated in restructuring | employee | 93 | |||||||||
Percentage of positions eliminated in restructuring | 24% | |||||||||
Restructuring charges | $ 4,700,000 | |||||||||
Restructuring costs incurred | 2,400,000 | |||||||||
France Restructuring Plan | Minimum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring expected cost | 7,300,000 | 7,300,000 | ||||||||
France Restructuring Plan | Minimum | Forecast | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Expected cost remaining | $ 200,000 | |||||||||
France Restructuring Plan | Maximum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring expected cost | $ 7,600,000 | $ 7,600,000 | ||||||||
France Restructuring Plan | Maximum | Forecast | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Expected cost remaining | $ 500,000 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring Costs (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2023 | $ 11,733 |
Restructuring charges | 2,784 |
Cash payments | (9,472) |
Balance at June 30, 2024 | $ 5,045 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Genentech, Roche Group - License $ in Millions | Aug. 02, 2024 USD ($) |
Subsequent Event [Line Items] | |
Variable consideration amount | $ 10 |
Deferred revenues | 40 |
Remaining performance obligation amount | $ 1,900 |