Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover page [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-36829 | |
Entity Registrant Name | Rocket Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001281895 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3475813 | |
Entity Address, Address Line One | 9 Cedarbrook Drive | |
Entity Address, City or Town | Cranbury | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08512 | |
City Area Code | 609 | |
Local Phone Number | 659-8001 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | RCKT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,684,423 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 196,669 | $ 232,694 |
Investments | 109,865 | 156,046 |
Prepaid expenses and other current assets | 4,597 | 3,319 |
Total current assets | 311,131 | 392,059 |
Property and equipment, net | 25,613 | 22,299 |
Goodwill | 30,815 | 30,815 |
Restricted cash | 1,354 | 1,343 |
Deposits | 455 | 455 |
Operating lease right-of-use assets | 1,022 | 1,569 |
Finance lease right-of-use asset | 46,875 | 48,480 |
Total assets | 417,265 | 497,020 |
Current liabilities: | ||
Accounts payable and accrued expenses | 27,823 | 19,615 |
Operating lease liabilities, current | 634 | 863 |
Finance lease liability, current | 1,724 | 1,689 |
Total current liabilities | 30,181 | 22,167 |
Operating lease liabilities, non-current | 492 | 905 |
Finance lease liability, non-current | 19,242 | 19,144 |
Other liabilities | 37 | 80 |
Total liabilities | 49,952 | 42,296 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 120,000,000 shares authorized; 67,838,803 and 64,505,889 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 678 | 645 |
Additional paid-in capital | 1,014,283 | 946,152 |
Accumulated other comprehensive loss | (596) | (161) |
Accumulated deficit | (647,052) | (491,912) |
Total stockholders' equity | 367,313 | 454,724 |
Total liabilities and stockholders' equity | 417,265 | 497,020 |
Series A Convertible Preferred Shares [Member] | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Series B Convertible Preferred Shares [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 67,838,803 | 64,505,889 |
Common stock, shares outstanding (in shares) | 67,838,803 | 64,505,889 |
Series A Convertible Preferred Shares [Member] | ||
Stockholders' equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Shares [Member] | ||
Stockholders' equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidated Statements of Operations [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development | 43,383 | 39,621 | 115,533 | 92,459 |
General and administrative | 15,105 | 10,025 | 39,728 | 30,456 |
Total operating expenses | 58,488 | 49,646 | 155,261 | 122,915 |
Loss from operations | (58,488) | (49,646) | (155,261) | (122,915) |
Research and development incentives | 0 | 0 | 0 | 500 |
Interest expense | (465) | (534) | (1,395) | (2,514) |
Interest and other income, net | 1,353 | 806 | 2,644 | 2,218 |
Amortization of premium on investments - net | (156) | (744) | (1,128) | (2,111) |
Net loss | $ (57,756) | $ (50,118) | $ (155,140) | $ (124,822) |
Net loss per share - basic (in dollars per share) | $ (0.87) | $ (0.79) | $ (2.37) | $ (1.99) |
Net loss per share - diluted (in dollars per share) | $ (0.87) | $ (0.79) | $ (2.37) | $ (1.99) |
Weighted-average common shares outstanding - basic (in shares) | 66,215,535 | 63,825,429 | 65,406,844 | 62,828,601 |
Weighted-average common shares outstanding - diluted (in shares) | 66,215,535 | 63,825,429 | 65,406,844 | 62,828,601 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidated Statements of Comprehensive Loss [Abstract] | ||||
Net loss | $ (57,756) | $ (50,118) | $ (155,140) | $ (124,822) |
Other comprehensive loss | ||||
Net unrealized gain (loss) on investments | 169 | (16) | (435) | (55) |
Total comprehensive loss | $ (57,587) | $ (50,134) | $ (155,575) | $ (124,877) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2020 | $ 610 | $ 825,794 | $ (42) | $ (322,843) | $ 503,519 |
Beginning Balance (in shares) at Dec. 31, 2020 | 60,996,367 | ||||
Issuance of common stock pursuant to exercise of stock options | $ 9 | 8,783 | 0 | 0 | 8,792 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 991,432 | ||||
Unrealized comprehensive gain (loss) on investments | $ 0 | 0 | (33) | 0 | (33) |
Stock-based compensation | 0 | 7,900 | 0 | 0 | 7,900 |
Net loss | 0 | 0 | 0 | (40,179) | (40,179) |
Ending Balance at Mar. 31, 2021 | $ 619 | 842,477 | (75) | (363,022) | 479,999 |
Ending Balance (in shares) at Mar. 31, 2021 | 61,987,799 | ||||
Beginning Balance at Dec. 31, 2020 | $ 610 | 825,794 | (42) | (322,843) | 503,519 |
Beginning Balance (in shares) at Dec. 31, 2020 | 60,996,367 | ||||
Unrealized comprehensive gain (loss) on investments | (55) | ||||
Net loss | (124,822) | ||||
Ending Balance at Sep. 30, 2021 | $ 644 | 932,776 | (97) | (447,665) | 485,658 |
Ending Balance (in shares) at Sep. 30, 2021 | 64,442,601 | ||||
Beginning Balance at Mar. 31, 2021 | $ 619 | 842,477 | (75) | (363,022) | 479,999 |
Beginning Balance (in shares) at Mar. 31, 2021 | 61,987,799 | ||||
Issuance of common stock pursuant to exercise of stock options | $ 2 | 1,113 | 0 | 0 | 1,115 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 133,838 | ||||
Issuance of common stock pursuant to conversion of notes | $ 13 | 35,530 | 0 | 0 | 35,543 |
Issuance of common stock pursuant to conversion of notes (in shares) | 1,326,432 | ||||
Unrealized comprehensive gain (loss) on investments | $ 0 | 0 | (6) | 0 | (6) |
Stock-based compensation | 0 | 7,311 | 0 | 0 | 7,311 |
Net loss | 0 | 0 | 0 | (34,525) | (34,525) |
Ending Balance at Jun. 30, 2021 | $ 634 | 886,431 | (81) | (397,547) | 489,437 |
Ending Balance (in shares) at Jun. 30, 2021 | 63,448,069 | ||||
Issuance of common stock pursuant to exercise of stock options | $ 0 | 284 | 0 | 0 | 284 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 21,402 | ||||
Issuance of common stock pursuant to conversion of notes | $ 2 | 5,148 | 0 | 0 | 5,150 |
Issuance of common stock pursuant to conversion of notes (in shares) | 160,614 | ||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | $ 8 | 26,346 | 0 | 0 | 26,354 |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs (in shares) | 812,516 | ||||
Warrant Issuance | $ 0 | 7,578 | 0 | 0 | 7,578 |
Unrealized comprehensive gain (loss) on investments | 0 | 0 | (16) | 0 | (16) |
Stock-based compensation | 0 | 6,989 | 0 | 0 | 6,989 |
Net loss | 0 | 0 | 0 | (50,118) | (50,118) |
Ending Balance at Sep. 30, 2021 | $ 644 | 932,776 | (97) | (447,665) | 485,658 |
Ending Balance (in shares) at Sep. 30, 2021 | 64,442,601 | ||||
Beginning Balance at Dec. 31, 2021 | $ 645 | 946,152 | (161) | (491,912) | 454,724 |
Beginning Balance (in shares) at Dec. 31, 2021 | 64,505,889 | ||||
Issuance of common stock pursuant to exercise of stock options and restricted stock units | $ 0 | 76 | 0 | 0 | 76 |
Issuance of common stock pursuant to exercise of stock options and restricted stock units (in shares) | 16,168 | ||||
Unrealized comprehensive gain (loss) on investments | $ 0 | 0 | (468) | 0 | (468) |
Stock-based compensation | 0 | 6,270 | 0 | 0 | 6,270 |
Net loss | 0 | 0 | 0 | (42,982) | (42,982) |
Ending Balance at Mar. 31, 2022 | $ 645 | 952,498 | (629) | (534,894) | 417,620 |
Ending Balance (in shares) at Mar. 31, 2022 | 64,522,057 | ||||
Beginning Balance at Dec. 31, 2021 | $ 645 | 946,152 | (161) | (491,912) | 454,724 |
Beginning Balance (in shares) at Dec. 31, 2021 | 64,505,889 | ||||
Unrealized comprehensive gain (loss) on investments | (435) | ||||
Net loss | (155,140) | ||||
Ending Balance at Sep. 30, 2022 | $ 678 | 1,014,283 | (596) | (647,052) | 367,313 |
Ending Balance (in shares) at Sep. 30, 2022 | 67,838,803 | ||||
Beginning Balance at Mar. 31, 2022 | $ 645 | 952,498 | (629) | (534,894) | 417,620 |
Beginning Balance (in shares) at Mar. 31, 2022 | 64,522,057 | ||||
Issuance of common stock pursuant to exercise of stock options | $ 0 | 3 | 0 | 0 | 3 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 2,387 | ||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | $ 13 | 17,229 | 0 | 0 | 17,242 |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs (in shares) | 1,313,450 | ||||
Unrealized comprehensive gain (loss) on investments | $ 0 | 0 | (136) | 0 | (136) |
Stock-based compensation | 0 | 7,369 | 0 | 0 | 7,369 |
Net loss | 0 | 0 | 0 | (54,402) | (54,402) |
Ending Balance at Jun. 30, 2022 | $ 658 | 977,099 | (765) | (589,296) | 387,696 |
Ending Balance (in shares) at Jun. 30, 2022 | 65,837,894 | ||||
Issuance of common stock pursuant to exercise of stock options | $ 0 | 229 | 0 | 0 | 229 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 22,437 | ||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | $ 20 | 29,278 | 0 | 0 | 29,298 |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs (in shares) | 1,978,472 | ||||
Unrealized comprehensive gain (loss) on investments | $ 0 | 0 | 169 | 0 | 169 |
Stock-based compensation | 0 | 7,677 | 0 | 0 | 7,677 |
Net loss | 0 | 0 | 0 | (57,756) | (57,756) |
Ending Balance at Sep. 30, 2022 | $ 678 | $ 1,014,283 | $ (596) | $ (647,052) | $ 367,313 |
Ending Balance (in shares) at Sep. 30, 2022 | 67,838,803 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||
Net loss | $ (155,140) | $ (124,822) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible notes | 0 | 752 |
Depreciation and amortization of property and equipment | 2,883 | 2,188 |
Write down of property and equipment, net | 177 | 0 |
Right of use asset | 1,605 | 0 |
Stock-based compensation | 21,316 | 22,200 |
Accretion of discount on investments, net | 1,132 | 2,089 |
Expense in connection with warrant issuance | 0 | 7,578 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,278) | 1,016 |
Accounts payable and accrued expenses | 7,189 | (2,842) |
Operating lease liabilities | (96) | 17 |
Finance lease liability | 134 | 1,644 |
Other liabilities | (43) | (42) |
Net cash used in operating activities | (122,121) | (90,222) |
Investing activities: | ||
Purchases of investments | (177,460) | (226,484) |
Proceeds from maturities of investments | 222,074 | 234,146 |
Payments made to acquire right of use asset | 0 | (18) |
Purchases of property and equipment | (5,355) | (5,655) |
Net cash provided by investing activities | 39,259 | 1,989 |
Financing activities: | ||
Issuance of common stock, pursuant to exercise of stock options | 308 | 10,191 |
Issuance of common stock, net of issuance costs | 0 | 26,354 |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 46,540 | 0 |
Net cash provided by financing activities | 46,848 | 36,545 |
Net change in cash, cash equivalents and restricted cash | (36,014) | (51,688) |
Cash, cash equivalents and restricted cash at beginning of period | 234,037 | 298,666 |
Cash, cash equivalents and restricted cash at end of period | 198,023 | 246,978 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Accrued purchases of property and equipment | 1,747 | 1,132 |
Unrealized loss on investments | (435) | (55) |
Conversion of convertible notes into common stock | 0 | (40,693) |
Reclassification of construction in process from finance right of use asset | 0 | 39 |
Supplemental cash flow information: | ||
Cash paid for interest | $ 0 | $ 148 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business [Abstract] | |
Nature of Business | 1. Nature of Business Rocket Pharmaceuticals, Inc. (“Rocket” or the “Company”) is a clinical-stage, multi-platform biotechnology company focused on the development of gene therapies, with direct on-target mechanism of action and clear clinical endpoints, for rare and devastating diseases. Rocket has three clinical-stage ex vivo ” in vivo Effective December 2021, the Company made a decision to no longer pursue Rocket-sponsored clinical evaluation of RP-L401; this program was returned to academic innovators. The Company has opted to focus available resources towards advancement of RP-A501, RP-L102, RP-L201 and RP-L301, based on the clinical data to date and potential for therapeutic advancement in these severe disorders of childhood and young adulthood. |
Risks and Liquidity
Risks and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Liquidity [Abstract] | |
Risks and Liquidity | 2. Risks and Liquidity T he Company has not generated any revenue and has incurred losses since inception. Operations of the Company are subject to certain risks and uncertainties, including, among others, uncertainty of drug candidate development, technological uncertainty, uncertainty regarding patents and proprietary rights, having no commercial manufacturing experience, marketing or sales capability or experience, dependency on key personnel, compliance with government regulations and the need to obtain additional financing. Drug candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities. The Company’s product candidates are in the development and clinical stage. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companie s. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative cash flows from operations and had an accumulated deficit of $647.1 million as of September 30, 2022. On February 28, 2022, the Company entered into a sales agreement (the “Sales Agreement”), with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $200,000,000 (the “Shares”) through Cowen as its sales agent. As of September 30, 2022, the Company sold 3.3 million shares of common stock for net proceeds of $46.6 million pursuant to the at-the-market offering program (see Note 7). As of September 30, 2022, the Company had $306.5 million of cash, cash equivalents and investments. On October 6, 2022, the Company completed a follow-on offering (the “Offering”) pursuant to which it sold 7,820,000 shares of common stock for net proceeds of $108.2 million. With the proceeds from the Offering and the at-the-market offering program, the Company expects such resources will be sufficient to fund its operating expenses and capital expenditure requirements into the second half of 2024 . In the longer term, the future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. |
Basis of Presentation, Principl
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies | 3. Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022 (“2021 Form 10-K”). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s consolidated financial position as of September 30, 2022 and the results of its operations and its cash flows for the three and nine months ended September 30, 2022. The financial data and other information disclosed in these consolidated notes related to the three and nine months ended September 30, 2022 and 2021 are unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 and any other interim periods or any future year or period. Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany accounts have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to goodwill impairment, the accrual of research and development (“R&D”) expenses, the valuation of equity transactions and stock-based awards. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s operating leases (see Note “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s corporate credit card. Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, 2022 2021 Cash and cash equivalents $ 196,669 $ 232,694 Restricted cash 1,354 1,343 $ 198,023 $ 234,037 Income Taxes In May 2022, the Company received a notice from the New York City Department of Finance regarding an audit of the NYC Biotechnology Credit for the tax periods ended December 31, 2018 through December 31, 2020, which is ongoing as of September 30, 2022. Reclassifications Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation. Significant Accounting Policies T he significant accounting policies used in the preparation of these consolidated financial statements for the three and nine months ended September 30, 2022 are consistent with those disclosed in Note 3 to the consolidated financial statements in the 2021 Form 10-K . Recent Accounting Pronouncements There were no recent accounting pronouncements that impacted the Company, or which had a significant effect on the consolidated financial statements |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments Items measured at fair value on a recurring basis are the Company’s investments. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of September 30 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 152,398 $ - $ - $ 152,398 152,398 - - 152,398 Investments: United States Treasury securities 75,329 - - 75,329 Corporate Bonds - 34,536 - 34,536 75,329 34,536 - 109,865 $ 227,727 $ 34,536 $ - $ 262,263 Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 179,900 $ - $ - $ 179,900 179,900 - - 179,900 Investments: United States Treasury securities 44,045 - - 44,045 Corporate Bonds - 96,696 - 96,696 Municipal Bonds - 6,000 - 6,000 Agency Bonds - 9,305 - 9,305 44,045 112,001 - 156,046 $ 223,945 $ 112,001 $ - $ 335,946 The Company classifies its money market mutual funds and U.S. Treasury securities as Level 1 assets under the fair value hierarchy, as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its corporate, municipal and agency bonds as Level 2 assets as these assets are not traded in an active market and have been valued through a third-party pricing service based on quoted prices for similar assets. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net The Company’s property and equipment consisted of the following: September 30, December 31, 2022 2021 Laboratory equipment $ 17,968 $ 12,600 Machinery and equipment 10,807 10,432 Computer equipment 244 218 Furniture and fixtures 2,125 1,963 Leasehold improvements 568 407 Internal use software 1,903 1,902 33,615 27,522 Less: accumulated depreciation and amortization (8,002 ) (5,223 ) $ 25,613 $ 22,299 During the three and nine months ended September 30, 2022 the Company recognized $1.1 million and $2.9 million of depreciation and amortization expense, respectively. During the three and nine months ended September 30, 2021 the Company recognized $0.8 million and $2.2 million of depreciation and amortization expense, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses As of September and December the Company’s accounts payable and accrued expenses consisted of the following: September 30 December 31, 2022 2021 Research and development $ 17,027 $ 12,082 Property and equipment 1,747 728 Employee compensation 4,793 4,533 Government grant payable 597 597 Professional fees 1,779 1,196 Other 1,880 479 $ 27,823 $ 19,615 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity At-the-Market Offering Program On February the Company entered into the Sales Agreement with Cowen with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares through Cowen as its sales agent. The shares to be offered and sold under the Sales Agreement, if any, will be offered and sold pursuant to the Company’s shelf registration statement on Form S- The Company filed a prospectus supplement with the SEC on February in connection with the offer and sale of the shares pursuant to the Sales Agreement. The Company will pay Cowen a cash commission of of gross proceeds from the sale of the shares pursuant to the Sales Agreement. The Company has provided Cowen with customary indemnification and contribution rights. The Company reimbursed Cowen for certain expenses incurred in connection with the Sales Agreement. T 30, 2022, the Company sold 3.3 million shares under the at-the-market offering program for gross proceeds of $48.0 million, less commissions of $1.4 million for net proceeds of $46.6 million. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | 8. Stock Based Compensation Stock Option Valuation The weighted average assumptions that the Company used in the Black-Scholes pricing model to determine the fair value of the stock options granted to employees, non-employees and directors were as follows: Nine September 30 2022 2021 Risk-free interest rate 2.40 % 0.78 % Expected term (in years) 5.82 5.84 Expected volatility 73.21 % 69.31 % Expected dividend yield 0.00 % 0.00 % Exercise price $ 15.79 $ 53.98 Fair value of common stock $ 15.79 $ 53.98 The following table summarizes stock option activity for the nine months ended September 30, 2022, under the Second Amended and Restated 2014 Stock Option and Incentive Plan: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding as of December 31, 2021 11,143,761 $ 14.51 5.95 $ 128,817 Granted 2,192,166 15.79 6.30 Exercised (30,824 ) 9.99 167 Cancelled (574,109 ) 33.07 Outstanding as of September 30 2022 12,730,994 $ 13.91 5.68 $ 88,457 Options vested and exercisable as of September 30 2022 9,715,600 $ 10.92 4.60 $ 85,081 Options unvested as of September 30 2022 3,015,394 $ 23.48 9.15 $ 3,376 The weighted average grant-date fair value per share of stock options granted during the nine months ended September 30, 2022, and 2021 was $15.79 and $53.98, respectively. The total fair value of options vested during the nine months ended September 30, 2022 and 2021 was $26.9 million and $18.2 million, respectively. Restricted Stock Units (“RSU”) The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2022: Weighted Average Number of Grant Date Shares Fair Value Unvested as of December 31, 2021 23,500 $ 30.61 Granted 939,122 16.10 Vested (10,168 ) 62.32 Forfeited (56,585 ) 16.10 Unvested as of September 30, 2022 895,869 $ 16.23 Stock-based Compensation Stock-based compensation expense recognized by award type was as follows: Three Months Ended September 30, Nine September 30 2022 2021 2022 2021 Stock options $ 6,694 $ 6,831 $ 19,332 $ 21,872 Restricted stock units 983 158 1,984 328 Total share based compensation expense $ 7,677 $ 6,989 $ 21,316 $ 22,200 Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 3,040 $ 3,084 $ 8,247 $ 9,148 General and administrative 4,637 3,905 13,069 13,052 Total share based compensation expense $ 7,677 $ 6,989 $ 21,316 $ 22,200 As of September 30, 2022, the Company had an aggregate of $50.1 million of unrecognized stock-based compensation expense related to both stock options and RSU grants Warrants A summary of the warrants outstanding as of September 30, 2022 is as follows: Exercise Price Outstanding Grant Date Expiration Date 24.42 7,051 June 28, 2013 June 28, 2023 57.11 603,386 December 21, 2020 December 21, 2030 33.63 301,291 August 9, 2021 August 9, 2031 22.51 153,155 December 17, 2021 December 17, 2031 22.51 153,155 December 17, 2021 December 17, 2031 Total 1,218,038 The following table below is a summary of changes in warrants to purchase common stock for the nine months ended September 30, 2022: Number of Warrant Shares Outstanding and Exercisable Exercise Price per Share Balance as of December 31, 2021 1,218,038 Granted - $ - Exercised - $ - Balance as of September 30, 2022 1,218,038 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (57,756 ) $ (50,118 ) $ (155,140 ) $ (124,822 ) Denominator: Weighted-average common shares outstanding - basic and diluted 66,215,535 63,825,429 65,406,844 62,828,601 Net loss per share attributable to common stockholders $ (0.87 ) $ (0.79 ) $ (2.37 ) $ (1.99 ) The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three and Nine Months Ended September 30, 2022 2021 Shares issuable upon conversion of the 2021 Convertible Notes - 160,536 Warrants exercisable for common shares 1,218,038 610,437 Restricted stock units convertible for common shares 895,869 23,500 Options to purchase common shares 12,730,994 11,040,697 14,844,901 11,835,170 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies The Company determines if an arrangement is a lease at inception. Operating and finance leases are presented in the Company’s consolidated balance sheet as right-of-use assets from leases, current lease liabilities and long-term lease liabilities. Certain of the Company’s lease agreements contain renewal options; however, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs. As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments using an estimate of the Company’s collateralized borrowing rate for debt with a similar term. The Company has utilized its incremental borrowing rate based on the long-term borrowing costs of comparable companies in the biotechnology industry. Since the Company elected to account for each lease component and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. Some of the Company’s lease agreements contain rent escalation clauses (including index-based escalations). For operating leases, the Company recognizes the minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. The Company will amortize this expense over the term of the lease beginning with the lease commencement date. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate and are recognized as incurred. Finance Lease The Company has a lease for a facility in Cranbury, New Jersey, consisting of 103,720 square feet of space including areas for offices, process development, research, and development laboratories and 50,000 square feet dedicated to AAV Current Good Manufacturing Practice (“cGMP”) manufacturing facilities to support the Company’s pipeline (such lease, as amended, the “NJ Lease Agreement”). The NJ Lease Agreement has a 15-year term from September 1, 2019, with an option to renew for two consecutive five-year renewal terms. Estimated rent payments for the NJ Lease Agreement are $1.2 million per annum, payable in monthly installments, depending upon the nature of the leased space, and subject to annual base rent increases of 3%. The total commitment under the lease is estimated to be approximately $29.3 million over the 15-year term of the lease. The Company paid a cash security deposit of $0.3 million to the landlord in connection with the NJ Lease Agreement which has been reflected in deposits in the consolidated balance sheets as of September 30, 2022 and December 31, 2021. Operating Leases On June 7, 2018, the Company entered into a three-year lease agreement for office space in the Empire State Building in New York, NY (the “ESB Lease Agreement”). In connection with the ESB Lease Agreement, the Company established an irrevocable standby letter of credit (the “Empire LOC”) for $0.9 million. On March 26, 2021, the Company entered in Amendment No. 1 to the ESB Lease Agreement (“ESB Lease Amendment”) that extended the term of the lease agreement to June 30, 2024, reduced the rent payments going forward, and reduced the Empire LOC to $0.8 million. The Empire LOC serves as the Company’s security deposit on the lease in which the landlord is the beneficiary and expires . . On January 4, 2018, in connection with the reverse merger with Inotek Pharmaceuticals February 2023 Rental income received under the sublease agreements totaled $0.1 million and $0.3 million for the three and nine months ended September . Rent expense was $0.3 million and $0.8 million for the three and nine months ended September 30, 2022, respectively. Rent expense was $0.2 million and $0.8 million for the three and nine months ended September . The total restricted cash balance for the Company’s operating and finance leases as of each of September 30, 2022 and December 31, 2021 was $0.8 million . Lease cost September 30, 2022 Operating lease cost $ 592 Finance lease cost Amortization of right of use assets 1,605 Interest on lease liablities 1,395 Total lease cost $ 3,592 The following table summarizes the maturity of the Company’s operating and finance lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and finance lease liabilities as of September 30, 2022: Maturity of operating lease liabilities September 30, 2022 2022 230 2023 548 2024 269 2025 64 2026 54 Total lease payments $ 1,165 Less: interest (39 ) Total operating lease liabilities $ 1,126 Maturity of finance lease liability September 30, 2022 2022 428 2023 1,736 2024 1,791 2025 1,856 2026 1,912 Thereafter 45,000 Total lease payments $ 52,723 Less: interest (31,757 ) Total finance lease liability $ 20,966 Leases September 30, 2022 Operating right-of-use assets $ 1,022 Operating current lease liabilities 634 Operating noncurrent lease liabilities 492 Total operating lease liabilities $ 1,126 Finance right-of-use assets $ 46,875 Finance current lease liability 1,724 Finance noncurrent lease liability 19,242 Total finance lease liability $ 20,966 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 687 Cash flows from finance lease $ 1,261 Weighted-average remaining lease term - operating leases 2.0 Weighted-average remaining lease term - finance lease 21.9 Weighted-average discount rate - operating leases 3.94 % Weighted-average discount rate - finance lease 8.96 % Litigation From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe it is party to any other claim or litigation the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Indemnification Arrangements Pursuant to its bylaws and as permitted under Delaware law, the Company has indemnification obligations to directors, officers, employees or agents of the Company or anyone serving in these capacities. The maximum potential amount of future payments the Company could be required to pay is unlimited. The Company has insurance that reduces its monetary exposure and would enable it to recover a portion of any future amounts paid. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. Throughout the normal course of business, the Company has agreements with vendors that provide goods and services required by the Company to run its business. In some instances, vendor agreements include language that requires the Company to indemnify the vendor from certain damages caused by the Company’s use of the vendor’s goods and/or services. The Company has insurance that would allow it to recover a portion of any future amounts that could arise from these indemnifications. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. |
Agreements Related to Intellect
Agreements Related to Intellectual Property | 9 Months Ended |
Sep. 30, 2022 | |
Agreements Related to Intellectual Property [Abstract] | |
Agreements Related to Intellectual Property | 11. Agreements Related to Intellectual Property The Company, directly and through its subsidiary Spacecraft Seven, LLC, has various license and research and collaboration arrangements. The transactions principally resulted in the acquisition of rights to intellectual property which is in the preclinical phase and has not been tested for safety or feasibility. In all cases, the Company did not acquire tangible assets, processes, protocols, or operating systems. The Company expenses the acquired intellectual property rights as of the acquisition date on the basis that the cost of intangible assets purchased from others for use in research and development activities has no alternative future uses. |
CIRM Grants
CIRM Grants | 9 Months Ended |
Sep. 30, 2022 | |
CIRM Grants [Abstract] | |
CIRM Grants | 12. CIRM Grants LAD-1 CIRM Grant On April 30, 2019, the California Institute for Regenerative Medicine (“CIRM”) awarded the Company up to $7.5 million under a CLIN2 grant award to support the clinical development of its LVV-based gene therapy for RP-L201. Proceeds from the grant will help fund clinical trial costs as well as manufactured drug product for Phase 1/2 patients enrolled at the U.S. clinical site, University of California, Los Angeles (“UCLA”) Mattel Children’s Hospital, led by principal investigator Donald Kohn, M.D., UCLA Professor of Microbiology, Immunology and Molecular Genetics, Pediatrics (Hematology/Oncology), Molecular and Medical Pharmacology and member of the Eli and Edythe Broad Center of Regenerative Medicine and Stem Cell Research at UCLA. In 2019, the Company which were included as an offset against R&D expenses. In 2020, the Company met additional CIRM milestones and received an additional $1.1 million milestone which was recorded as a reduction of R&D expenses in 2020. The Company received the additional milestone payments of $1.1 million and $1.0 million in January and April of 2021, respectively. In March 2022, the Company met the next CIRM milestone and recorded a receivable of $0.9 million, included in prepaid and other current assets in the consolidated balance sheet and a reduction of research and development expenses. The Company received the $0.9 million milestone payment on April 5, 2022. No additional milestones were achieved as of September 30, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions During April 2018, the Company entered into an agreement with a member of the Board of Directors for business development consulting services. Payments for the services under the agreement are $28 per quarter, and the Company may terminate the agreement with 14 days’ notice. This agreement was terminated on February 15, 2022. The Company incurred expenses of $0 for the three and nine months ended September 30, 2022 and $27.5 and $82.5 during the three and nine months ended September . In October 2020 , the Company entered into a consulting agreement with the spouse of of the Company’s executive officers for information technology advisory services. In exchange for the services provided under the agreement, the Company granted restricted stock units which vest over a period. On August 27, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a fund affiliated with RTW Investments, LP, the Company’s largest shareholder (the “Purchaser”), pursuant to which it agreed to sell and issue to the Purchaser, in a private placement (the “Private Placement”), 812,516 shares of the Company’s common stock at a purchase price of $32.48 per share for aggregate net proceeds of approximately $26.4 million to the Company before deducting estimated offering expenses payable by the Company. The Private Placement closed on August 31, 2021. In addition, concurrently with the execution of the Purchase Agreement, the Company entered into a registration rights agreement with the Purchaser, pursuant to which the Company agreed, following demand by the Purchaser, to file with the Securities and Exchange Commission a Registration Statement on Form S-3 covering the resale of shares of common stock held by the Purchaser as promptly as reasonably practicable following such demand, and in any event within 60 days of such demand. On August 9, 2021, the Company issued a warrant exercisable for 301,291 shares of common stock to a related party for business development and asset identification consulting services (“August 2021 Warrant”). The Company recorded a non-cash R&D expense of $7.6 million during year ended December 31, 2021, related to the issuance of the August 2021 warrant. On December 17, 2021, the Company issued warrants exercisable for 153,155 and 153,155 shares of common stock, respectively to the same related party for business development and asset identification consulting services (“December 2021 Warrants”). The Company recorded a non-cash R&D expense of $5.2 million during year ended December 31, 2021, related to the issuance of the December 2021 warrant. Total non-cash R&D expense of $12.8 million during the year ended December 31, 2021, related to the issuance of the August 2021 and December 2021 warrants. There was no expense related to this item for the three and nine months ended September In September 2021 , the Company entered into a consulting agreement with a member of the Board of Directors for pipeline development, new asset evaluation, and corporate strategy. In lieu of cash for services to be provided under the consulting agreement during its term, the Company granted the board member options to purchase shares of the Company’s common stock with a fair value of $ million. The Company incurred expense of $0 and $0.3 million for the three and nine months ended September |
Renovacor Merger Agreement
Renovacor Merger Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Renovacor Merger Agreement [Abstract] | |
Renovacor Merger Agreement | 14. Renovacor Merger Agreement On September 19, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renovacor, Inc., a Delaware corporation (“Renovacor”) pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Company will acquire Renovacor. The acquisition is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Subject to the terms and conditions of the Merger Agreement, each share of Renovacor’s common stock, par value $0.0001 per share (“Renovacor Shares”) outstanding immediately prior to the effective time of the merger (including Company Earnout Shares (as defined in the Merger Agreement)) will be canceled and converted into the right to receive a number of fully paid and non-assessable shares of the Company determined on the basis of an exchange formula set forth in the Merger Agreement (the “Exchange Ratio”). The Exchange Ratio will initially be equal to 0.1676 for each Renovacor Share (subject to adjustment as described in the Merger Agreement). Under certain circumstances further described in the Merger Agreement, the Exchange Ratio may be adjusted upward or downward based on the level of Renovacor’s net cash at the closing of the merger and certain other adjustments, as determined in accordance with the Merger Agreement. |
401(k) Savings Plan
401(k) Savings Plan | 9 Months Ended |
Sep. 30, 2022 | |
401(k) Savings Plan [Abstract] | |
401(k) Savings Plan | 15. 401(k) Savings Plan The Company has a defined contribution savings plan (the “Plan”) under Section 401(k) of the Internal Revenue Code of 1986. This Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the Plan may be made at the discretion of the Company’s Board of Directors. The Company has elected the safe harbor match of |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On October 6, 2022, the Company completed a follow-on public offering pursuant to which it sold 7,820,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 1,020,000 shares of common stock, at a public offering price of $14.75 per share. The gross proceeds to Rocket from the public offering were approximately $115.3 million, net of $7.1 million of offering costs, commissions, legal and other expenses for net proceeds of $108.2 million. |
Basis of Presentation, Princi_2
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022 (“2021 Form 10-K”). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s consolidated financial position as of September 30, 2022 and the results of its operations and its cash flows for the three and nine months ended September 30, 2022. The financial data and other information disclosed in these consolidated notes related to the three and nine months ended September 30, 2022 and 2021 are unaudited. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 and any other interim periods or any future year or period. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to goodwill impairment, the accrual of research and development (“R&D”) expenses, the valuation of equity transactions and stock-based awards. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s operating leases (see Note “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s corporate credit card. Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, 2022 2021 Cash and cash equivalents $ 196,669 $ 232,694 Restricted cash 1,354 1,343 $ 198,023 $ 234,037 |
Income Taxes | Income Taxes In May 2022, the Company received a notice from the New York City Department of Finance regarding an audit of the NYC Biotechnology Credit for the tax periods ended December 31, 2018 through December 31, 2020, which is ongoing as of September 30, 2022. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements in order to conform to the current year’s presentation. |
Significant Accounting Policies | Significant Accounting Policies T he significant accounting policies used in the preparation of these consolidated financial statements for the three and nine months ended September 30, 2022 are consistent with those disclosed in Note 3 to the consolidated financial statements in the 2021 Form 10-K . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no recent accounting pronouncements that impacted the Company, or which had a significant effect on the consolidated financial statements |
Basis of Presentation, Princi_3
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s operating leases (see Note “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s corporate credit card. Cash, cash equivalents and restricted cash consist of the following: September 30, December 31, 2022 2021 Cash and cash equivalents $ 196,669 $ 232,694 Restricted cash 1,354 1,343 $ 198,023 $ 234,037 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments Measured on Recurring Basis | Items measured at fair value on a recurring basis are the Company’s investments. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of September 30 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 152,398 $ - $ - $ 152,398 152,398 - - 152,398 Investments: United States Treasury securities 75,329 - - 75,329 Corporate Bonds - 34,536 - 34,536 75,329 34,536 - 109,865 $ 227,727 $ 34,536 $ - $ 262,263 Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 179,900 $ - $ - $ 179,900 179,900 - - 179,900 Investments: United States Treasury securities 44,045 - - 44,045 Corporate Bonds - 96,696 - 96,696 Municipal Bonds - 6,000 - 6,000 Agency Bonds - 9,305 - 9,305 44,045 112,001 - 156,046 $ 223,945 $ 112,001 $ - $ 335,946 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment | The Company’s property and equipment consisted of the following: September 30, December 31, 2022 2021 Laboratory equipment $ 17,968 $ 12,600 Machinery and equipment 10,807 10,432 Computer equipment 244 218 Furniture and fixtures 2,125 1,963 Leasehold improvements 568 407 Internal use software 1,903 1,902 33,615 27,522 Less: accumulated depreciation and amortization (8,002 ) (5,223 ) $ 25,613 $ 22,299 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | As of September and December the Company’s accounts payable and accrued expenses consisted of the following: September 30 December 31, 2022 2021 Research and development $ 17,027 $ 12,082 Property and equipment 1,747 728 Employee compensation 4,793 4,533 Government grant payable 597 597 Professional fees 1,779 1,196 Other 1,880 479 $ 27,823 $ 19,615 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock Based Compensation [Abstract] | |
Weighted-Average Assumptions for Stock Options | The weighted average assumptions that the Company used in the Black-Scholes pricing model to determine the fair value of the stock options granted to employees, non-employees and directors were as follows: Nine September 30 2022 2021 Risk-free interest rate 2.40 % 0.78 % Expected term (in years) 5.82 5.84 Expected volatility 73.21 % 69.31 % Expected dividend yield 0.00 % 0.00 % Exercise price $ 15.79 $ 53.98 Fair value of common stock $ 15.79 $ 53.98 |
Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2022, under the Second Amended and Restated 2014 Stock Option and Incentive Plan: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding as of December 31, 2021 11,143,761 $ 14.51 5.95 $ 128,817 Granted 2,192,166 15.79 6.30 Exercised (30,824 ) 9.99 167 Cancelled (574,109 ) 33.07 Outstanding as of September 30 2022 12,730,994 $ 13.91 5.68 $ 88,457 Options vested and exercisable as of September 30 2022 9,715,600 $ 10.92 4.60 $ 85,081 Options unvested as of September 30 2022 3,015,394 $ 23.48 9.15 $ 3,376 |
RSU Activity | The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2022: Weighted Average Number of Grant Date Shares Fair Value Unvested as of December 31, 2021 23,500 $ 30.61 Granted 939,122 16.10 Vested (10,168 ) 62.32 Forfeited (56,585 ) 16.10 Unvested as of September 30, 2022 895,869 $ 16.23 |
Stock-Based Compensation Expense by Award Type | Stock-based compensation expense recognized by award type was as follows: Three Months Ended September 30, Nine September 30 2022 2021 2022 2021 Stock options $ 6,694 $ 6,831 $ 19,332 $ 21,872 Restricted stock units 983 158 1,984 328 Total share based compensation expense $ 7,677 $ 6,989 $ 21,316 $ 22,200 |
Stock-Based Compensation Expense | Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 3,040 $ 3,084 $ 8,247 $ 9,148 General and administrative 4,637 3,905 13,069 13,052 Total share based compensation expense $ 7,677 $ 6,989 $ 21,316 $ 22,200 |
Warrants Outstanding and Changes in Warrants to Purchase Common Stock | A summary of the warrants outstanding as of September 30, 2022 is as follows: Exercise Price Outstanding Grant Date Expiration Date 24.42 7,051 June 28, 2013 June 28, 2023 57.11 603,386 December 21, 2020 December 21, 2030 33.63 301,291 August 9, 2021 August 9, 2031 22.51 153,155 December 17, 2021 December 17, 2031 22.51 153,155 December 17, 2021 December 17, 2031 Total 1,218,038 The following table below is a summary of changes in warrants to purchase common stock for the nine months ended September 30, 2022: Number of Warrant Shares Outstanding and Exercisable Exercise Price per Share Balance as of December 31, 2021 1,218,038 Granted - $ - Exercised - $ - Balance as of September 30, 2022 1,218,038 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (57,756 ) $ (50,118 ) $ (155,140 ) $ (124,822 ) Denominator: Weighted-average common shares outstanding - basic and diluted 66,215,535 63,825,429 65,406,844 62,828,601 Net loss per share attributable to common stockholders $ (0.87 ) $ (0.79 ) $ (2.37 ) $ (1.99 ) |
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three and Nine Months Ended September 30, 2022 2021 Shares issuable upon conversion of the 2021 Convertible Notes - 160,536 Warrants exercisable for common shares 1,218,038 610,437 Restricted stock units convertible for common shares 895,869 23,500 Options to purchase common shares 12,730,994 11,040,697 14,844,901 11,835,170 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Lease Cost | Lease cost September 30, 2022 Operating lease cost $ 592 Finance lease cost Amortization of right of use assets 1,605 Interest on lease liablities 1,395 Total lease cost $ 3,592 |
Maturities of Operating Lease Liabilities | The following table summarizes the maturity of the Company’s operating and finance lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and finance lease liabilities as of September 30, 2022: Maturity of operating lease liabilities September 30, 2022 2022 230 2023 548 2024 269 2025 64 2026 54 Total lease payments $ 1,165 Less: interest (39 ) Total operating lease liabilities $ 1,126 |
Maturity of Finance Lease Liability | Maturity of finance lease liability September 30, 2022 2022 428 2023 1,736 2024 1,791 2025 1,856 2026 1,912 Thereafter 45,000 Total lease payments $ 52,723 Less: interest (31,757 ) Total finance lease liability $ 20,966 |
Balance Sheet Information Related to Leases | Leases September 30, 2022 Operating right-of-use assets $ 1,022 Operating current lease liabilities 634 Operating noncurrent lease liabilities 492 Total operating lease liabilities $ 1,126 Finance right-of-use assets $ 46,875 Finance current lease liability 1,724 Finance noncurrent lease liability 19,242 Total finance lease liability $ 20,966 |
Lease Related to Cash Flow Information, Lease Term and Discount Rate | Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 687 Cash flows from finance lease $ 1,261 Weighted-average remaining lease term - operating leases 2.0 Weighted-average remaining lease term - finance lease 21.9 Weighted-average discount rate - operating leases 3.94 % Weighted-average discount rate - finance lease 8.96 % |
Nature of Business (Details)
Nature of Business (Details) | 9 Months Ended |
Sep. 30, 2022 Program | |
Nature of Business [Abstract] | |
Number of clinical-stage programs | 3 |
Risks and Liquidity (Details)
Risks and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Oct. 06, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | |
Risks and Liquidity [Abstract] | |||||
Accumulated deficit | $ (647,052) | $ (491,912) | |||
Cash, cash equivalents and investments | $ 306,500 | ||||
Shareholders' Equity Disclosure [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Issuance of common stock, net of issuance costs | $ 46,540 | $ 0 | |||
At-the-Market Offering [Member] | Cowen and Company, LLC [Member] | |||||
Shareholders' Equity Disclosure [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Common stock shares issued and sold (in shares) | 3,300,000 | ||||
Issuance of common stock, net of issuance costs | $ 46,600 | ||||
At-the-Market Offering [Member] | Cowen and Company, LLC [Member] | Maximum [Member] | |||||
Shareholders' Equity Disclosure [Abstract] | |||||
Aggregate offering price | $ 200,000 | ||||
Follow-on Public Offering [Member] | Subsequent Event [Member] | |||||
Shareholders' Equity Disclosure [Abstract] | |||||
Common stock shares issued and sold (in shares) | 7,820,000 | ||||
Issuance of common stock, net of issuance costs | $ 108,200 |
Basis of Presentation, Princi_4
Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 196,669 | $ 232,694 | ||
Restricted cash | 1,354 | 1,343 | ||
Total | $ 198,023 | $ 234,037 | $ 246,978 | $ 298,666 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2020 |
Assets [Abstract] | ||
Cash equivalents | $ 152,398 | $ 179,900 |
Investments | 109,865 | 156,046 |
Fair value of financial instruments | 262,263 | 335,946 |
Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 152,398 | 179,900 |
United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Investments | 75,329 | 44,045 |
Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 34,536 | 96,696 |
Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 6,000 | |
Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 9,305 | |
Level 1 [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 152,398 | 179,900 |
Investments | 75,329 | 44,045 |
Fair value of financial instruments | 227,727 | 223,945 |
Level 1 [Member] | Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 152,398 | 179,900 |
Level 1 [Member] | United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Investments | 75,329 | 44,045 |
Level 1 [Member] | Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | 0 |
Level 1 [Member] | Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | |
Level 1 [Member] | Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | |
Level 2 [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Investments | 34,536 | 112,001 |
Fair value of financial instruments | 34,536 | 112,001 |
Level 2 [Member] | Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Level 2 [Member] | United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Investments | 0 | 0 |
Level 2 [Member] | Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 34,536 | 96,696 |
Level 2 [Member] | Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 6,000 | |
Level 2 [Member] | Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 9,305 | |
Level 3 [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Investments | 0 | 0 |
Fair value of financial instruments | 0 | 0 |
Level 3 [Member] | Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Investments | 0 | 0 |
Level 3 [Member] | Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Investments | $ 0 | 0 |
Level 3 [Member] | Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | |
Level 3 [Member] | Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property and Equipment [Abstract] | |||||
Property and equipment, gross | $ 33,615 | $ 33,615 | $ 27,522 | ||
Less: accumulated depreciation and amortization | (8,002) | (8,002) | (5,223) | ||
Property and equipment, net | 25,613 | 25,613 | 22,299 | ||
Depreciation and amortization expense | 1,100 | $ 800 | 2,883 | $ 2,188 | |
Laboratory Equipment [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 17,968 | 17,968 | 12,600 | ||
Machinery and Equipment [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 10,807 | 10,807 | 10,432 | ||
Computer Equipment [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 244 | 244 | 218 | ||
Furniture and Fixtures [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 2,125 | 2,125 | 1,963 | ||
Leasehold Improvements [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 568 | 568 | 407 | ||
Internal use Software [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | $ 1,903 | $ 1,903 | $ 1,902 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Research and development | $ 17,027 | $ 12,082 |
Property and equipment | 1,747 | 728 |
Employee compensation | 4,793 | 4,533 |
Government grant payable | 597 | 597 |
Professional fees | 1,779 | 1,196 |
Other | 1,880 | 479 |
Accounts payable and accrued expenses | $ 27,823 | $ 19,615 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands, shares in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | |
At-the-Market Offering Program [Abstract] | |||
Net proceeds from offering | $ 46,540 | $ 0 | |
At-the-Market Offering Program [Member] | Cowen and Company, LLC [Member] | |||
At-the-Market Offering Program [Abstract] | |||
Percentage of cash commission | 3% | ||
Issuance of common stock (in shares) | 3.3 | ||
Gross proceeds, offering amount | $ 48,000 | ||
Commissions | 1,400 | ||
Net proceeds from offering | $ 46,600 |
Stock Based Compensation, Share
Stock Based Compensation, Share Option Valuation (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock Option Activity [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 11,143,761 | ||
Granted (in shares) | 2,192,166 | ||
Exercised (in shares) | (30,824) | ||
Cancelled (in shares) | (574,109) | ||
Outstanding at end of period (in shares) | 12,730,994 | 11,143,761 | |
Options vested and exercisable at end of period (in shares) | 9,715,600 | ||
Options unvested at ending of period (in shares) | 3,015,394 | ||
Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of period (in dollars per share) | $ 14.51 | ||
Granted (in dollars per share) | 15.79 | ||
Exercised (in dollars per share) | 9.99 | ||
Cancelled (in dollars per share) | 33.07 | ||
Outstanding at end of period (in dollars per share) | 13.91 | $ 14.51 | |
Options vested and exercisable at end of period (in dollars per share) | 10.92 | ||
Options unvested at ending (in dollars per share) | $ 23.48 | ||
Weighted-Average Remaining Contractual Term [Abstract] | |||
Outstanding | 5 years 8 months 4 days | 5 years 11 months 12 days | |
Granted | 6 years 3 months 18 days | ||
Options vested and exercisable | 4 years 7 months 6 days | ||
Options unvested | 9 years 1 month 24 days | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding at beginning of period | $ 128,817 | ||
Exercised | 167 | ||
Outstanding at end of period | 88,457 | $ 128,817 | |
Options vested and exercisable | 85,081 | ||
Options unvested | $ 3,376 | ||
Weighted average grant date fair value of shares granted (in dollars per share) | $ 15.79 | $ 53.98 | |
Total fair value of options vested | $ 26,900 | $ 18,200 | |
Employees and Directors [Member] | |||
Weighted-Average Assumptions [Abstract] | |||
Risk-free interest rate | 2.40% | 0.78% | |
Expected term | 5 years 9 months 25 days | 5 years 10 months 2 days | |
Expected volatility | 73.21% | 69.31% | |
Expected dividend yield | 0% | 0% | |
Exercise price (in dollars per share) | $ 15.79 | $ 53.98 | |
Fair value of common stock (in dollars per share) | $ 15.79 | $ 53.98 |
Stock Based Compensation, Restr
Stock Based Compensation, Restricted Stock Units (Details) - Restricted Stock Units (RSU) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 23,500 |
Granted (in shares) | shares | 939,122 |
Vested (in shares) | shares | (10,168) |
Forfeited (in shares) | shares | (56,585) |
Ending balance (in shares) | shares | 895,869 |
Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ / shares | $ 30.61 |
Granted (in dollars per share) | $ / shares | 16.1 |
Vested (in dollars per share) | $ / shares | 62.32 |
Forfeited (in dollars per share) | $ / shares | 16.1 |
Ending balance (in dollars per share) | $ / shares | $ 16.23 |
Stock Based Compensation, Stock
Stock Based Compensation, Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation Expense [Abstract] | ||||
Total share based compensation expense | $ 7,677 | $ 6,989 | $ 21,316 | $ 22,200 |
Weighted average period expected to recognize unrecognized share-based compensation cost | 2 years 18 days | |||
Research and Development [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Total share based compensation expense | 3,040 | 3,084 | $ 8,247 | 9,148 |
General and Administrative [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Total share based compensation expense | 4,637 | 3,905 | 13,069 | 13,052 |
Stock Options [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Total share based compensation expense | 6,694 | 6,831 | 19,332 | 21,872 |
Unrecognized share-based compensation cost | 50,100 | 50,100 | ||
Restricted Stock Units [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Total share based compensation expense | 983 | $ 158 | 1,984 | $ 328 |
Unrecognized share-based compensation cost | $ 50,100 | $ 50,100 |
Stock Based Compensation, Warra
Stock Based Compensation, Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants [Abstract] | |
Outstanding (in shares) | 1,218,038 |
Warrants [Member] | |
Warrants [Abstract] | |
Exercise price per share (in dollars per share) | $ / shares | $ 0 |
Number of Warrant Shares Outstanding and Exercisable [Abstract] | |
Beginning balance (in shares) | 1,218,038 |
Granted (in shares) | 0 |
Exercised (in shares) | 0 |
Ending balance (in shares) | 1,218,038 |
24.42 [Member] | |
Warrants [Abstract] | |
Exercise price per share (in dollars per share) | $ / shares | $ 24.42 |
Outstanding (in shares) | 7,051 |
Grant date | Jun. 28, 2013 |
Expiration date | Jun. 28, 2023 |
57.11 [Member] | |
Warrants [Abstract] | |
Exercise price per share (in dollars per share) | $ / shares | $ 57.11 |
Outstanding (in shares) | 603,386 |
Grant date | Dec. 21, 2020 |
Expiration date | Dec. 21, 2030 |
33.63 [Member] | |
Warrants [Abstract] | |
Exercise price per share (in dollars per share) | $ / shares | $ 33.63 |
Outstanding (in shares) | 301,291 |
Grant date | Aug. 09, 2021 |
Expiration date | Aug. 09, 2031 |
22.51 [Member] | |
Warrants [Abstract] | |
Exercise price per share (in dollars per share) | $ / shares | $ 22.51 |
Outstanding (in shares) | 153,155 |
Grant date | Dec. 17, 2021 |
Expiration date | Dec. 17, 2031 |
22.51 [Member] | |
Warrants [Abstract] | |
Exercise price per share (in dollars per share) | $ / shares | $ 22.51 |
Outstanding (in shares) | 153,155 |
Grant date | Dec. 17, 2021 |
Expiration date | Dec. 17, 2031 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator [Abstract] | ||||
Net loss attributable to common stockholders | $ (57,756) | $ (50,118) | $ (155,140) | $ (124,822) |
Denominator [Abstract] | ||||
Weighted-average common shares outstanding - basic (in shares) | 66,215,535 | 63,825,429 | 65,406,844 | 62,828,601 |
Weighted-average common shares outstanding - diluted (in shares) | 66,215,535 | 63,825,429 | 65,406,844 | 62,828,601 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.87) | $ (0.79) | $ (2.37) | $ (1.99) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.87) | $ (0.79) | $ (2.37) | $ (1.99) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Shares issuable upon conversion of 2021 Convertible Notes (in shares) | 0 | 160,536 | 0 | 160,536 |
Warrants exercisable for common shares (in shares) | 1,218,038 | 610,437 | 1,218,038 | 610,437 |
Restricted stock units convertible for common shares (in shares) | 895,869 | 23,500 | 895,869 | 23,500 |
Options to purchase common shares (in shares) | 12,730,994 | 11,040,697 | 12,730,994 | 11,040,697 |
Weighted average number diluted shares outstanding (in shares) | 14,844,901 | 11,835,170 | 14,844,901 | 11,835,170 |
Commitments and Contingencies,
Commitments and Contingencies, Finance Lease (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) ft² LeaseAgreement | Dec. 31, 2021 USD ($) | |
Finance Lease [Abstract] | ||
Total lease payments | $ 52,723 | |
Cash security deposit | $ 455 | $ 455 |
NJ Lease Agreement [Member] | ||
Finance Lease [Abstract] | ||
Area of lease | ft² | 103,720 | |
Term of finance lease agreement | 15 years | |
Number of options to renew lease agreement | LeaseAgreement | 2 | |
Term of renewal of finance lease agreement | 5 years | |
Estimated rent payments | $ 1,200 | |
Percentage of annual increase in base rent | 3% | |
Total lease payments | $ 29,300 | |
Cash security deposit | $ 300 | $ 300 |
AAV Current Good Manufacturing Practice (cGMP) [Member] | ||
Finance Lease [Abstract] | ||
Area of lease | ft² | 50,000 |
Commitments and Contingencies_2
Commitments and Contingencies, Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Mar. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 07, 2018 | |
Operating Leases [Abstract] | |||||||
Rent expense | $ 300 | $ 200 | $ 800 | $ 800 | |||
Restricted cash | 1,354 | 1,354 | $ 1,343 | ||||
Operating and Finance Leases [Member] | |||||||
Operating Leases [Abstract] | |||||||
Restricted cash | $ 800 | $ 800 | 800 | ||||
ESB Lease Agreement [Member] | |||||||
Operating Leases [Abstract] | |||||||
Term of lease agreement | 3 years | 3 years | |||||
Letter of credit | $ 900 | ||||||
Lease expiration date | Aug. 29, 2024 | ||||||
Certificate of deposit | $ 800 | $ 800 | $ 800 | ||||
ESB Lease Agreement Amendment [Member] | |||||||
Operating Leases [Abstract] | |||||||
Letter of credit | 800 | $ 800 | |||||
Lease expiration date | Jun. 30, 2024 | ||||||
Operating lease right of use asset, adjustment | $ 1,100 | ||||||
Inotek Lexington Massachusetts Lease Agreement [Member] | |||||||
Operating Leases [Abstract] | |||||||
Lease expiration date | Feb. 28, 2023 | ||||||
Rental income received under sublease agreements | $ 100 | $ 100 | $ 300 | $ 300 |
Commitments and Contingencies_3
Commitments and Contingencies, Details of Operating and Finance Lease (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Lease cost [Abstract] | ||
Operating lease cost | $ 592 | |
Finance lease cost [Abstract] | ||
Amortization of right of use assets | 1,605 | |
Interest on lease liabilities | 1,395 | |
Total lease cost | 3,592 | |
Maturity of operating lease liabilities [Abstract] | ||
2022 | 230 | |
2023 | 548 | |
2024 | 269 | |
2025 | 64 | |
2026 | 54 | |
Total lease payments | 1,165 | |
Less: interest | (39) | |
Total operating lease liabilities | 1,126 | |
Maturity of finance lease liability [Abstract] | ||
2022 | 428 | |
2023 | 1,736 | |
2024 | 1,791 | |
2025 | 1,856 | |
2026 | 1,912 | |
Thereafter | 45,000 | |
Total lease payments | 52,723 | |
Less: interest | (31,757) | |
Total finance lease liability | 20,966 | |
Lease assets and liabilities [Abstract] | ||
Operating right-of-use assets | 1,022 | $ 1,569 |
Operating current lease liabilities | 634 | 863 |
Operating noncurrent lease liabilities | 492 | 905 |
Total operating lease liabilities | 1,126 | |
Finance right-of-use assets | 46,875 | 48,480 |
Finance current lease liability | 1,724 | 1,689 |
Finance noncurrent lease liability | 19,242 | $ 19,144 |
Total finance lease liability | 20,966 | |
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | ||
Operating cash flows from operating leases | 687 | |
Cash flows from finance lease | $ 1,261 | |
Weighted-average remaining lease term - operating leases | 2 years | |
Weighted-average remaining lease term - finance lease | 21 years 10 months 24 days | |
Weighted-average discount rate - operating leases | 3.94% | |
Weighted-average discount rate - finance lease | 8.96% |
CIRM Grants (Details)
CIRM Grants (Details) - LAD-1 CIRM Grant [Member] $ in Millions | 9 Months Ended | 12 Months Ended | ||||||
Apr. 05, 2022 USD ($) | Apr. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2019 USD ($) Grant | Mar. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Apr. 30, 2019 USD ($) | |
CIRM Grants [Abstract] | ||||||||
Grant award for clinical development support | $ 7.5 | |||||||
Number of grants | Grant | 2 | |||||||
Amount received from grant for eligible costs incurred | $ 1.2 | |||||||
Grant receivable included in prepaid and other assets | $ 0.9 | $ 1.1 | ||||||
Milestone payments received | $ 0.9 | $ 1 | $ 1.1 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 27, 2021 | Oct. 31, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 17, 2021 | Aug. 09, 2021 | |
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock, net of issuance costs | $ 0 | $ 26,354,000 | ||||||||
Expense in connection with warrant issue | $ 0 | $ 0 | 7,578,000 | $ 12,800,000 | ||||||
Private Placement [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock, net of issuance costs | $ 26,400,000 | |||||||||
Period to file S-3 following demand by purchaser | 60 days | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock (in shares) | 1,978,472 | 1,313,450 | 812,516 | |||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock (in shares) | 812,516 | |||||||||
Share price (in dollars per share) | $ 32.48 | |||||||||
Restricted Stock Units (RSU) [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Shares granted (in shares) | 939,122 | |||||||||
August 2021 Warrant [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Expense in connection with warrant issue | 7,600,000 | |||||||||
August 2021 Warrant [Member] | Consulting Agreement, Business Development Services [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 301,291 | |||||||||
December 2021 Warrants [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Expense in connection with warrant issue | $ 5,200,000 | |||||||||
December 2021 Warrants [Member] | Consulting Agreement, Business Development Services [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 153,155 | |||||||||
December 2021 Warrants [Member] | Consulting Agreement, Asset Identification Services [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 153,155 | |||||||||
Member of the Board of Directors - One [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Business development consulting services expense (per quarter) | $ 28,000 | |||||||||
Termination notice period for business development consulting services agreement | 14 days | |||||||||
Related party expenses | $ 0 | $ 27,500 | $ 0 | 82,500 | ||||||
Member of the Board of Directors - Two [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Related party expenses | $ 0 | $ 0 | $ 300,000 | $ 300,000 | ||||||
Term of consulting agreement | 1 year | |||||||||
Number of options granted to purchase common stock (in shares) | 20,000 | |||||||||
Fair value amount of options granted | $ 400,000 | |||||||||
Spouse of Executive officer [Member] | Restricted Stock Units (RSU) [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Shares granted (in shares) | 10,000 | |||||||||
Vesting period | 3 years |
Renovacor Merger Agreement (Det
Renovacor Merger Agreement (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Sep. 19, 2022 $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | |
Merger Agreement [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Renovacor, Inc. [Member] | |||
Merger Agreement [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Exchange ratio | 0.1676 | ||
Acquisition related costs | $ | $ 1.3 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
401(k) Savings Plan [Abstract] | ||||
Percentage of matching employee contributions | 4% | |||
Matching employee contributions | $ 0.2 | $ 0.1 | $ 0.7 | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Oct. 06, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Follow-on Public Offering [Abstract] | |||
Net proceeds from offering | $ 46,540 | $ 0 | |
Follow-on Public Offering [Member] | Subsequent Event [Member] | |||
Follow-on Public Offering [Abstract] | |||
Common stock shares issued and sold (in shares) | 7,820,000 | ||
Share price (in dollars per share) | $ 14.75 | ||
Gross proceeds from offering | $ 115,300 | ||
Offering costs | 7,100 | ||
Net proceeds from offering | $ 108,200 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Follow-on Public Offering [Abstract] | |||
Common stock shares issued and sold (in shares) | 1,020,000 |