Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Registrant Name | PRECISION BIOSCIENCES INC | |
Entity Central Index Key | 0001357874 | |
Trading Symbol | DTIL | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 113,793,338 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38841 | |
Entity Tax Identification Number | 20-4206017 | |
Entity Address, Address Line One | 302 East Pettigrew St. | |
Entity Address, Address Line Two | Suite A-100 | |
Entity Address, City or Town | Durham | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27701 | |
City Area Code | 919 | |
Local Phone Number | 314-5512 | |
Title of 12(b) Security | Common Stock, par value $0.000005 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 158,132 | $ 189,576 |
Accounts receivable | 694 | 720 |
Prepaid expenses | 8,424 | 7,552 |
Other current assets | 1,767 | 1,257 |
Total current assets | 169,017 | 199,105 |
Property, equipment, and software—net | 18,591 | 20,190 |
Intangible assets—net | 1,525 | 1,348 |
Right-of-use assets—net | 2,649 | 2,974 |
Investment in equity securities | 1,807 | 2,576 |
Equity method investment | 831 | 2,172 |
Note receivable—net | 7,328 | 7,234 |
Other assets | 2,754 | 2,570 |
Total assets | 204,502 | 238,169 |
Current liabilities: | ||
Accounts payable | 701 | 1,225 |
Accrued compensation | 1,954 | 6,259 |
Accrued clinical and research and development expenses | 2,430 | 3,206 |
Deferred revenue | 38,268 | 46,192 |
Lease liabilities | 2,094 | 2,037 |
Other current liabilities | 1,412 | 745 |
Total current liabilities | 46,859 | 59,664 |
Deferred revenue | 82,764 | 82,872 |
Lease liabilities | 2,233 | 2,776 |
Long term debt—net | 22,270 | 22,223 |
Contract liabilities | 10,000 | 10,000 |
Other noncurrent liabilities | 199 | 201 |
Total liabilities | 164,325 | 177,736 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value- 10,000,000 shares authorized as of March 31, 2023 and December 31, 2022; no shares issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Common stock; $0.000005 par value - 200,000,000 shares authorized as of March 31, 2023 and December 31,2022; 113,149,893 shares issued and 112,339,421 shares outstanding as of March 31, 2023; 111774,507 shares issued and 110,964,035 shares outstanding as of December 31, 2022 | 1 | 1 |
Additional paid-in capital | 494,500 | 489,696 |
Accumulated deficit | (453,372) | (428,312) |
Treasury stock | (952) | (952) |
Total stockholders’ equity | 40,177 | 60,433 |
Total liabilities and stockholders’ equity | $ 204,502 | $ 238,169 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 113,149,893 | 111,774,507 |
Common stock, shares outstanding | 112,339,421 | 110,964,035 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 8,780 | $ 3,317 |
Operating expenses | ||
Research and development | 22,158 | 19,972 |
General and administrative | 11,086 | 10,680 |
Total operating expenses | 33,244 | 30,652 |
Operating loss | (24,464) | (27,335) |
Other income (expense): | ||
Loss from equity method investment | (1,341) | (952) |
Change in fair value of equity investment | (769) | |
Interest expense | (522) | (42) |
Interest income | 2,043 | 172 |
Loss on disposal of assets | (7) | (11) |
Total other expense | (596) | (833) |
Net loss | $ (25,060) | $ (28,168) |
Net loss per share - basic | $ (0.23) | $ (0.46) |
Net loss per share - diluted | $ (0.23) | $ (0.46) |
Weighted average shares of common stock outstanding - basic | 111,301,409 | 61,031,775 |
Weighted average shares of common stock outstanding - diluted | 111,301,409 | 61,031,775 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance at Dec. 31, 2021 | $ 91,168 | $ 408,795 | $ (316,675) | $ (952) | |
Beginning balance, Shares at Dec. 31, 2021 | 61,712,577 | ||||
Stock option exercises | 340 | 340 | |||
Stock option exercises, Shares | 233,001 | ||||
Issuance of common stock under employee stock purchase plan | 282 | 282 | |||
Issuance of common stock under employee stock purchase plan, Shares | 78,060 | ||||
Share-based compensation expense | 4,390 | 4,390 | |||
Proceeds from issuance of common stock, net of issuance cost | 1,647 | 1,647 | |||
Proceeds from issuance of common stock, net of issuance cost, Shares | 561,405 | ||||
Net loss | (28,168) | (28,168) | |||
Ending balance at Mar. 31, 2022 | 69,659 | 415,454 | (344,843) | (952) | |
Ending balance, Shares at Mar. 31, 2022 | 62,585,043 | ||||
Beginning balance at Dec. 31, 2022 | $ 60,433 | $ 1 | 489,696 | (428,312) | (952) |
Beginning balance, Shares at Dec. 31, 2022 | 111,774,507 | 111,774,507 | |||
Stock option exercises | $ 30 | 30 | |||
Stock option exercises, Shares | 51,492 | 51,492 | |||
Issuance of common stock under employee stock purchase plan | $ 266 | 266 | |||
Issuance of common stock under employee stock purchase plan, Shares | 280,196 | ||||
Share-based compensation expense | 4,092 | 4,092 | |||
Proceeds from issuance of common stock, net of issuance cost | 416 | 416 | |||
Proceeds from issuance of common stock, net of issuance cost, Shares | 540,484 | ||||
Restricted stock units vested, Shares | 503,214 | ||||
Net loss | (25,060) | (25,060) | |||
Ending balance at Mar. 31, 2023 | $ 40,177 | $ 1 | $ 494,500 | $ (453,372) | $ (952) |
Ending balance, Shares at Mar. 31, 2023 | 113,149,893 | 113,149,893 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows used in operating activities: | ||
Net loss | $ (25,060) | $ (28,168) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,953 | 1,968 |
Share-based compensation | 4,092 | 4,390 |
Loss on disposal of assets | 7 | 11 |
Non-cash interest expense | 213 | 17 |
Amortization of right-of-use assets | 325 | 288 |
Change in fair value of equity investments | 769 | |
Loss from equity method investment | 1,341 | 952 |
Amortization of discount on note receivable | (94) | (87) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (872) | 374 |
Accounts receivable | 26 | |
Other assets and other current assets | (571) | 171 |
Accounts payable | (559) | (374) |
Other liabilities and other current liabilities | (4,516) | (5,150) |
Deferred revenue | (8,032) | (2,830) |
Lease liabilities | (486) | (434) |
Net cash used in operating activities | (31,464) | (28,872) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (521) | (818) |
Purchases of intangible assets | (200) | |
Net cash used in investing activities | (721) | (818) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 30 | 340 |
Proceeds from employee stock purchase plan | 266 | 282 |
Proceeds from offering of common stock, net of issuance costs | 445 | 1,627 |
Net cash provided by financing activities | 741 | 2,249 |
Net decrease in cash and cash equivalents | (31,444) | (27,441) |
Cash and cash equivalents—beginning of period | 189,576 | 143,663 |
Cash and cash equivalents —end of period | 158,132 | 116,222 |
Supplemental disclosures of noncash activities: | ||
Property, equipment and software additions included in accounts payable and other current liabilities | 43 | 74 |
Cash paid for interest | $ 464 | 32 |
Unsettled at-the-market issuances of common stock included in other current assets | $ 217 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is a clinical stage gene editing company dedicated to improving life by developing ex vivo allogeneic CAR T immunotherapies and in vivo therapies for genetic and infectious diseases with the application of the Company’s wholly owned proprietary ARCUS genome editing platform. Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, developing manufacturing processes, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations. Unaudited Interim Financial Information The accompanying unaudited condensed financial statements and notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 9, 2023. The unaudited condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the Company’s condensed financial position as of March 31, 2023 and condensed results of operations for the three months ended March 31, 2023 and 2022 and the condensed cash flows for the three months ended March 31, 2023 and 2022, have been made. The Company’s condensed results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2023. Summary of Significant Accounting Policies Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the three months ended March 31, 2023 , the Company recorded cumulative catch up adjustments on its contracts with customers that decreased revenue recognition by $ 1.7 million; the cumulative catch-up adjustments resulted from a change in total estimated effort required to satisfy performance obligations. During the three months ended March 31, 2023 , the Company recorded $ 8.7 million in revenue that was included in deferred revenue as of December 31, 2022. Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed balance sheets. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above. For additional discussion of accounting for collaboration revenues, see Note 6, Collaboration and License Agreements . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 2: FAIR VALUE MEASUREMENTS The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands): March 31, 2023 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 22 $ 22 $ — $ — Repurchase agreements — — — — Investment in iECURE 1,807 — — 1,807 $ 1,829 $ 22 $ — $ 1,807 Liabilities: Final payment fee $ 199 $ — $ 199 $ — $ 199 $ — $ 199 $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 868 $ 868 $ — $ — Repurchase agreements 40,000 — 40,000 — Investment in iECURE 2,576 — — 2,576 $ 43,444 $ 868 $ 40,000 $ 2,576 Liabilities: Final payment fee $ 199 $ — $ 199 $ — $ 199 $ — $ 199 $ — The carrying amounts of the Company’s accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis and to minimize the use of unobservable inputs when determining their fair value. The three tiers are defined as follows: Level 1—Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly Level 3—Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions Cash Equivalents As of March 31, 2023 the Company held an insignificant amount of cash equivalents which were composed of investments in money market funds. As of December 31, 2022, the Company held cash equivalents which were composed of money market funds and repurchase agreements that were purchased through repurchase intermediary banks and collateralized by deposits in the form of government securities and obligations. The Company classifies investments in money market funds within Level 1 of the fair value hierarchy as the prices are available from quoted prices in active markets. Investments in repurchase agreements are classified within Level 2 of the fair value hierarchy as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers. Investment in iECURE In August 2021, the Company entered into an Equity Issuance Agreement with iECURE, Inc. (“iECURE”), pursuant to which iECURE issued the Company common stock in iECURE (the “iECURE equity”) as additional consideration for a license to use the Company’s PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four pre-specified rare genetic diseases. On issuance, the Company accounted for the iECURE equity at fair value under ASC 825, Financial Instruments (“ASC 825”). Accordingly, the Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the three months ended March 31, 2023 , the Company recorded a $ 0.8 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE's Series A-1 equity issued in such period. The Company classifies the iECURE equity within Level 3 of the fair value hierarchy as the assessed fair value was based on significant unobservable inputs given iECURE equity is not traded on a public exchange. Final Payment Fee The Company is required to pay a final payment fee upon maturity of the Revolving Line (as defined in Note 3, Debt , below). The final payment fee was determined to be a derivative under ASC 815, therefore these fees were initially measured at fair value and recorded as debt discount to be amortized to interest expense over the term of the Revolving Line. Accordingly, the Company will adjust the carrying value of the final payment fee to fair value each reporting period with any changes in fair value recorded to other income (expense). There was no assessed change in fair value of the final payment fee during the three months ended March 31, 2023. The Company classifies the final payment fee within Level 2 of the fair value hierarchy as the assessed fair value is based on observable market inputs including the Company’s current borrowing rate on the Revolving Line. The final payment fee is included in the other noncurrent liabilities within the condensed balance sheet as of March 31, 2023 and December 31, 2022. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 3: DEBT Revolving Line Pursuant to the terms of the loan and security agreement with Pacific Western Bank ("PWB") the Company may request advances on a revolving line of credit of up to an aggregate principal of $ 30.0 million (as amended from time to time, the “Revolving Line”) at an interest rate equal to the greater of (a) 0.75 % above the Prime rate (as defined in the Revolving Line) and (b) 4.25 %. As of March 31, 2023 , the stated interest rate on the Revolving Line was 8.75 % and the effective interest rate was 9.77 %. The Revolving Line maturity date is June 23, 2024 and all outstanding principal amounts are due upon maturity . The Company must also maintain an aggregate balance of unrestricted cash at PWB (not including amounts in certain specified accounts) equal to or greater than $ 10.0 million. As of March 31, 2023 and December 31, 2022, $ 22.5 million in borrowings were outstanding under the Revolving Line and the unamortized debt discount balance was $ 0.2 million and $ 0.3 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4: COMMITMENTS AND CONTINGENCIES Litigation The Company is subject to various legal matters and claims in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, in the opinion of management, there are currently no such known matters that will have a material effect on the financial condition, results of operations or cash flows of the Company. Servier Program Purchase Agreement On April 9, 2021, the Company entered into a program purchase agreement with Les Laboratoires Servier and Institut de Recherches Internationales Servier (collectively, “Servier”), pursuant to which the Company reacquired all of its global development and commercialization rights previously granted to Servier pursuant to the Development and Commercial License Agreement by and between Servier and the Company, dated February 24, 2016, as amended (the “Servier Agreement”), and mutually terminated the Servier Agreement (the “Program Purchase Agreement”). The Program Purchase Agreement requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product. Management assessed the likelihood of each of the regulatory and commercial milestones included in the Program Purchase Agreement in accordance with ASC 450, Contingencies (“ASC 450”). If the assessment of a contingency indicates that it is probable that the milestone will be achieved and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed financial statements. Accordingly, a $ 10.0 million financial contract liability is included in the condensed balance sheets as of March 31, 2023 and December 31, 2022 for estimated contingent liabilities payable pursuant to the Program Purchase Agreement. Leases The Company has operating leases for real estate in North Carolina and does not have any finance leases. The Company has existing leases in which the non-lease components (e.g., common area maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use assets and lease liabilities but rather reflected as an expense in the period incurred. Future lease payments under non-cancelable operating leases with terms of greater than one year as of March 31, 2023, were as follows: (in thousands) March 31, 2023 2023 (excluding the three months ended March 31, 2023) $ 1,751 2024 1,594 2025 529 2026 545 2027 372 Total lease payments 4,791 Less: imputed interest 464 Total operating lease liabilities $ 4,327 Supply Agreements The Company enters into contracts in the normal course of business with contract manufacturing organizations (“CMOs”) for the manufacture of clinical trial materials and contract research organizations (“CROs”) for clinical trial services. These agreements provide for termination at the request of either party with less than one-year notice and are, therefore, cancelable contracts and, if canceled, are not anticipated to have a material effect on the financial condition, results of operations, or cash flows of the Company. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5: STOCKHOLDERS’ EQUITY Capital Structure On April 1, 2019, the Company filed an amendment to its amended and restated certificate of incorporation pursuant to which, among other things, the Company increased its authorized shares to 210,000,000 shares of capital stock, of which 200,000,000 shares were designated as $ 0.000005 par value common stock and 10,000,000 shares were designated as $ 0.0001 par value preferred stock. |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATION AND LICENSE AGREEMENTS | NOTE 6: COLLABORATION AND LICENSE AGREEMENTS Collaboration and License Agreement with Novartis On June 14, 2022, the Company entered into a collaboration and license agreement (the “Novartis Agreement”) with Novartis Pharma AG (“Novartis”), which became effective on June 15, 2022 (the “Novartis Effective Date”), to collaborate to discover and develop in vivo gene editing products incorporating our custom ARCUS nucleases for the purpose of seeking to research and develop potential treatments for certain diseases (as defined in the Novartis Agreement, the “Licensed Products”). Any initial Licensed Products will be developed for the potential treatment of certain hemoglobinopathies, including sickle cell disease and beta thalassemia. Pursuant to the terms of the Novartis Agreement, the Company will develop an ARCUS nuclease and conduct in vitro characterization for the Licensed Products, with Novartis then assuming responsibility for all subsequent development, manufacturing and commercialization activities. Novartis will receive an exclusive license for, and be required to use commercially reasonable efforts to conduct all subsequent research, development, manufacture and commercialization activities with respect to the Licensed Products. The Company will initially develop a single, custom ARCUS nuclease for a defined “safe harbor” target site for insertion of specified therapeutic payloads in the patient’s genome (the “Initial Nuclease”) for Novartis to further develop as a potential in vivo treatment option for certain hemoglobinopathies, including sickle cell disease and beta thalassemia. Pursuant to the terms of the Novartis Agreement, Novartis may elect, subject to payment of a fee to the Company, to replace Licensed Products based on the Initial Nuclease with Licensed Products based on a second custom ARCUS nuclease the Company designs for gene editing of a specified human gene target associated with hemoglobinopathies (the “Replacement Nuclease”). Additionally, Novartis has the option, upon payment of a fee to the Company for each exercise of the option, to include Licensed Products utilizing the Initial Nuclease for insertion of up to three additional specified therapeutic payloads at the “safe harbor” target site, each intended to treat a particular genetic disease. The exercise period for such option ends on the earlier of (a) the fourth anniversary of the Novartis Effective Date and (b) the replacement of the Initial Nuclease with the Replacement Nuclease as described above. In July 2022, the Company received a $ 50.0 million upfront cash payment under the Novartis Agreement. Additionally, on the Novartis Effective Date, Novartis made an equity investment in the Company’s common stock pursuant to a stock purchase agreement (the “Novartis Stock Purchase Agreement”) pursuant to which, on the Novartis Effective Date, the Company issued and sold to Novartis 12,407,440 shares of the Company’s common stock (the “Novartis Shares”) in a private placement transaction for an aggregate purchase price of $ 25.0 million, or approximately $ 2.01 per share. The price per share of the Company’s common stock under the Novartis Stock Purchase Agreement represented a 20 % premium over the volume-weighted-average-price of the Company’s common stock over the 10 trading days preceding the execution date of the Novartis Stock Purchase Agreement. Management concluded that the Novartis Stock Purchase Agreement was to be combined with the Novartis Agreement for accounting purposes. Of the total $ 75.0 million upfront compensation, the Company applied equity accounting guidance to measure the $ 11.6 million recorded in equity upon the issuance of the shares, and $ 63.4 million was identified as transaction price allocated to the revenue arrangement. Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties. On the Novartis Effective Date, the Company and Novartis also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed, within the time periods specified in the Registration Rights Agreement, to register the resale of the Novartis Shares on a registration statement to be filed with the SEC. The Registration Rights Agreement contains customary indemnification provisions, and all registration rights terminate in their entirety effective on the first date on which there cease to be any Registrable Securities (as defined in the Registration Rights Agreement) outstanding. The Company will also be eligible to receive milestone payments of up to an aggregate of approximately $ 1.4 billion as well as certain research funding. If Licensed Products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit to low-double digit percentages on net sales of Licensed Products, subject to customary potential reductions. Novartis’s obligation to pay royalties to us expires on a country-by-country and Licensed Product-by-Licensed Product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following the first commercial sale of the Licensed Product. Unless earlier terminated, the Novartis Agreement will remain in effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration of a defined royalty term for each Licensed Product and country. Novartis has the right to terminate the Novartis Agreement without cause by providing advance notice to the Company. Either party may terminate the Novartis Agreement for material breach by the other party and a failure to cure such breach within the time period specified in the Novartis Agreement. The Company may also terminate the Novartis Agreement in the event that Novartis brings a challenge to our patents. The Company assessed the Novartis Agreement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Novartis contains the following promises: (i) license of intellectual property; (ii) performance of research and development (“R&D”) services, and (iii) Joint Steering Committee (“JSC”) participation. The Company determined that the license of intellectual property and R&D services were not distinct from each other, as the license and R&D services are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation. The Company recognizes revenue from the $ 50.0 million upfront cash payment, $ 13.4 million allocated to the transaction price from the Novartis Stock Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual hours of research work performed relative to expected hours of research work to be incurred in the future to satisfy the performance obligation. Management will evaluate and adjust the total expected research effort for the performance obligation on a quarterly basis based upon actual research hours incurred to date relative to research hour forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. During the three months ended March 31, 2023 , the Company recognized revenue under the Novartis Agreement of $ 5.9 million. Deferred revenue related to the Novartis Agreement amounted to $ 48.6 million and $ 54.2 million as of March 31, 2023 and December 31, 2022, respectively, of which $ 20.7 million and $ 27.9 million, respectively, was included in current liabilities within the condensed balance sheets. Development and License Agreement with Eli Lilly On November 19, 2020, the Company entered into a development and license agreement, subsequently amended by the First Amendment to the Development and License Agreement dated August 9, 2021 (as amended, the “Lilly Agreement”) with Eli Lilly and Company (“Lilly”) to collaborate to discover and develop in vivo gene editing products incorporating the Company’s ARCUS nucleases to utilize ARCUS for the research and development of potential in vivo therapies for genetic disorders. The Lilly Agreement was subsequently assigned to Prevail, a wholly-owned subsidiary of Lilly. Lilly has initially nominated Duchenne muscular dystrophy, a liver-directed target and a central nervous system directed target. Under the terms of the Development and License Agreement, Lilly has the right to nominate up to three additional gene targets for genetic disorders over the initial nomination period of four years. Lilly may extend the nomination period for an additional two years from the date on which such initial Nomination Period ends, upon Lilly’s election and payment of an extension fee. Additionally, under the terms of the Lilly Agreement, Lilly has the option to replace up to two gene targets upon Lilly’s election and payment of a replacement target fee. Under the terms of the Lilly Agreement, Lilly received an exclusive license to research, develop, manufacture and commercialize the resulting licensed products to diagnose, prevent and treat any and all diseases by in vivo gene editing directed against the applicable gene target. The Lilly Agreement provides that the Company will be responsible for conducting certain pre-clinical research and investigational new drug application (“IND”) enabling activities with respect to the gene targets nominated by Lilly to be subject to the collaboration, including manufacture of initial clinical trial material for the first licensed product. Lilly will be responsible for, and must use commercially reasonable efforts with respect to, conducting clinical development and commercialization activities for licensed products resulting from the collaboration, and may engage the Company for additional clinical and/or initial commercial manufacture of licensed products. In connection with the closing of the Lilly Agreement on January 6, 2021, the Company received an upfront cash payment of $ 100.0 million. The Company will also be eligible to receive milestone payments of up to an aggregate of $ 420.0 million per licensed product as well as nomination fees for additional targets and certain research funding. If licensed products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit percentages to the low-teens percentages on world-wide net sales of the licensed products, subject to customary potential reductions. Lilly’s obligation to pay royalties to the Company expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following first commercial sale of the licensed product. Simultaneously with the entry into the Lilly Agreement, the Company and Lilly entered into a Share Purchase Agreement (the “Lilly Share Purchase Agreement”), pursuant to which Lilly purchased 3,762,190 shares of the Company’s common stock for a purchase price of $ 35.0 million. Management concluded that the Lilly Share Purchase Agreement was to be combined with the Lilly Agreement for accounting purposes. Of the total $ 135.0 million upfront compensation, the Company applied equity accounting guidance to measure the $ 27.7 million recorded in equity upon the issuance of the shares, and $ 107.3 million was identified as the transaction price allocated to the revenue arrangement. The Company assessed this arrangement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Lilly contains the following promises: (i) license of intellectual property; (ii) performance of R&D services, (iii) the manufacture of pre-clinical supply, (iv) JSC Participation, and (v) regulatory responsibilities. The Company determined that the license of intellectual property, R&D services, manufacture of pre-clinical development material, and regulatory responsibilities were not distinct from each other, as the license, R&D services, pre-clinical supply, and regulatory responsibilities are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation. The Company recognizes revenue from the $ 100.0 million upfront cash payment, $ 7.3 million allocated to the transaction price from the Lilly Share Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual time of R&D activities performed relative to expected time to be incurred in the future to satisfy the performance obligation. Management evaluates and adjusts the total expected research effort for the performance obligation on a quarterly basis based upon actual research progress to date relative to research progress forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. During the three months ended March 31, 2023 and 2022 , the Company recognized revenue under the Lilly Agreement of $ 2.9 million and $ 3.3 million, respectively. Deferred revenue related to the Lilly Agreement amounted to $ 72.5 million and $ 74.8 million as of March 31, 2023 and December 31, 2022 , respectively, of which $ 17.6 million and $ 18.3 million, respectively, was included in current liabilities within the condensed balance sheets. Development and License Agreement with iECURE In August 2021, the Company entered into a development and license agreement with iECURE (the “iECURE DLA”) under which iECURE was to advance the Company’s PBGENE-PCSK9 candidate through preclinical activities as well as a Phase 1 clinical trial in order to gain access to a license to use the Company's PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four pre-specified rare genetic diseases, including ornithine transcarbamylase (“OTC”) deficiency (the "PCSK9 License"). Simultaneously with the entry into the iECURE DLA, the Company and iECURE entered into an equity issuance agreement (the “iECURE Equity Agreement”), pursuant to which iECURE issued the Company common stock in iECURE as additional consideration for the PCSK9 license. Additionally, the Company is eligible to receive milestone and mid-single digit to low double digit royalty payments on sales of iECURE products developed with ARCUS. The Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the three months ended March 31, 2023 , the Company recorded a $ 0.8 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE's Series A-1 equity issued in such period. The fair value of the costs to be incurred by iECURE to progress the Company’s PBGENE-PCSK9 candidate through the Phase 1 clinical trial (the “PCSK9 Prepaid”) was recorded to the prepaid expenses and other assets line items of the condensed balance sheets. The PCSK9 Prepaid was amortized to research and development expense on a pro-rata basis as iECURE incurred costs to progress the PBGENE-PCSK9 candidate through a Phase 1 clinical trial. During the three months ended March 31, 2022 , the Company recognized $ 0.7 million of research and development expense related to amortization of the PCSK9 Prepaid. The remaining unamortized PCSK9 Prepaid was fully impaired during the year ended December 31, 2022 as the Company made the decision to cease pursuit of PBGENE-PCSK9 for familial hypercholesterolemia with iECURE as its partner in December 2022. Accordingly, there was no PCSK9 Prepaid balance as of March 31, 2023 or December 31, 2022 . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 7: SHARE-BASED COMPENSATION The Company previously granted stock options under its 2006 Stock Incentive Plan (the “2006 Plan”) and its 2015 Stock Incentive Plan (the “2015 Plan”). As of March 31, 2023 there were 1,657,293 stock options outstanding under the 2006 Plan and 2015 Plan and no remaining stock options available to be granted under such plans. On March 12, 2019, the Company’s board of directors adopted, and, on March 14, 2019 the Company’s stockholders approved, the Precision BioSciences, Inc. 2019 Incentive Award Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“2019 ESPP”), both of which became effective on March 27, 2019. The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. The 2019 Plan had 8,117,147 stock options and 6,781,318 restricted stock units ("RSUs") outstanding as of March 31, 2023. The number of shares available for issuance under the 2019 Plan initially equaled 4,750,000 shares of common stock. The 2019 Plan provides for an annual increase to the number of shares of common stock available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 4 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the board of directors. As of March 31, 2023 , the aggregate number of shares available for issuance under the 2019 Plan has been increased by 11,028,560 pursuant to this provision. Any shares that are subject to awards outstanding under the Company’s 2006 Plan and 2015 Plan as of the effective date of the 2019 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, to the extent so unused, will become available for award grants under the 2019 Plan. As of March 31, 2023 , 1,752,684 shares were available to be issued under the 2019 Plan. Up to 525,000 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. The 2019 ESPP provides for an annual increase to the number of shares available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. As of March 31, 2023 , the aggregate number of shares available for issuance under the 2019 ESPP has been increased by 2,757,139 shares pursuant to this provision. The purchase price of the shares under the 2019 ESPP, in the absence of a contrary designation, will be 85 % of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. As of March 31, 2023 , we had issued 727,983 shares under the 2019 ESPP. As of March 31, 2023 , 2,554,156 shares were available to be issued under the 2019 ESPP. The Company recognized share-based compensation expense related to the ESPP of less than $ 0.1 million during the three months ended March 31, 2023 and 2022. On August 9, 2021, the Company’s board of directors approved the adoption of the Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan (as amended, the “Inducement Award Plan”). The Inducement Award Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs and other share-based awards to newly hired employees who have not previously been an employee or member of the board, or an employee who is being rehired following a bona fide period of non-employment by the Company. No more than 9,000,000 shares of the Company’s common stock may be issued under the Inducement Award Plan. As of March 31, 2023 , 5,708,989 shares were available to be issued under the Inducement Award Plan. The Inducement Award Plan had 3,067,349 stock options and 199,454 RSUs outstanding as of March 31, 2023. The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Three Months Ended March 31, 2023 2022 Employee $ 3,555 $ 3,554 Nonemployee 537 836 $ 4,092 $ 4,390 Share-based compensation expense is included in the following line items in the condensed statements of operations (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 1,266 $ 2,012 General and administrative 2,826 2,378 $ 4,092 $ 4,390 Determining the appropriate fair value model to measure the fair value of the stock option grants on the date of grant and the related assumptions requires judgment. The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant using the following inputs: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 86.88 % 78.74 % Weighted-average risk-free interest rate 3.83 % 1.85 % Expected term of options (in years) 5.88 6.08 Weighted-average fair value per option $ 0.84 $ 2.73 The expected volatility rates are estimated based on the actual volatility of a peer group comprising the Company and other comparable public companies over the expected term. The expected term represents the average time that stock options are expected to be outstanding. The Company does not have sufficient history of stock option exercises to estimate the expected term of employee stock options and thus utilizes a weighted-average value considering actual history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the expected term of the option. The following table summarizes activity in the Company’s stock option plans for the three months ended March 31, 2023: Outstanding Option Shares Weighted-Average Exercise Price Balance as of December 31, 2022 13,722,852 $ 6.37 Granted 159,097 1.13 Exercised ( 51,492 ) 0.58 Forfeited/canceled ( 988,668 ) 8.63 Balance as of March 31, 2023 12,841,789 $ 6.15 The intrinsic value of stock options exercised was less than $ 0.1 million and $ 0.5 million during the three months ended March 31, 2023 and 2022, respectively. The fair value of each RSU was determined based on the closing market price of the Company’s common stock on the date of grant. The fair value of the RSUs will be recognized as expense over the requisite vesting period. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2023: RSU Awards Weighted-Average Grant Date Fair Value Unvested RSUs as of December 31, 2022 3,619,284 $ 3.55 Granted 4,080,500 1.21 Forfeited ( 215,798 ) 5.39 Vested ( 503,214 ) 3.87 Unvested RSUs as of March 31, 2023 6,980,772 $ 2.10 There was approximately $ 29.6 million of total unrecognized compensation cost related to unvested stock options and RSUs as of March 31, 2023 , which is expected to be recognized over a weighted-average period of 2.3 years. |
Elo Transaction
Elo Transaction | 3 Months Ended |
Mar. 31, 2023 | |
Deconsolidation Of Subsidiary [Abstract] | |
Elo Transaction | NOTE 8: Elo Transaction On December 17, 2021, the Company and its then wholly owned subsidiary, Elo Life Systems, Inc., entered into an agreement with a syndicate of investors, pursuant to which the Company contributed substantially all of the assets of Elo Life Systems, Inc. to a newly formed entity (the “Elo Transaction”). In connection with the Elo Transaction, the Company granted the newly formed entity ("New Elo") an exclusive license to certain of the Company’s intellectual property for use in non-medical applications with respect to plants, farm animals and certain other organisms. As consideration for the assets contributed and license granted by the Company to New Elo, the Company received Common Stock in New Elo and a $ 10.0 million promissory note payable from New Elo (the "Note Receivable"). Investment in New Elo It was determined that the Company possesses the ability to exercise significant influence over the operating and financial policies of New Elo. Accordingly, the Company accounts for its investment in New Elo under the equity method. The Company owned approximately 37 % of New Elo's voting shares as of March 31, 2023 and December 31, 2022. The Company’s proportionate share of New Elo’s net loss for the three months ended March 31, 2023 and 2022 was $ 1.3 million and $ 1.0 million, respectively. Note Receivable The Note Receivable matures on the earlier of (i) December 1, 2028 or (ii) a Deemed Liquidation Event (as defined in the New Elo’s Amended and Restated Certificate of Incorporation). The Note accrues interest at 2.00 % per annum and is payable annually on December 17th. As of March 31, 2023, the carrying value of the Note Receivable was $ 7.3 million. The $ 2.7 million discount on the Note Receivable will be amortized to interest income over the life of the Note. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9: Income Taxes The Company estimates an annual effective tax rate of 0 % for the year ending December 31, 2023 as the Company incurred losses for the three months ended March 31, 2023 and expects to continue to incur losses through the remainder of fiscal year ending December 31, 2022, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2023. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method. Due to the Company's history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not. As of March 31, 2023 , the Company had no uncertain tax positions that required the establishment of a reserve. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 10: NET LOSS PER SHARE The Company calculates basic net loss per share by dividing net loss for each respective period by the weighted average number of common shares outstanding for each respective period. The Company computes diluted net loss per share after giving consideration to the dilutive effect of unvested RSUs, stock options and unsettled ESPP contributions that are outstanding during the period, except where such securities would be anti-dilutive. The Company’s diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2023 and 2022 given all potential shares of common stock are anti-dilutive as a result of the net loss for all reporting periods. The computations of basic and diluted net loss per share attributable to common stockholders are as follows: Three Months Ended March 31, 2023 2022 Net loss (in thousands) $ ( 25,060 ) $ ( 28,168 ) Weighted-average common shares outstanding basic and diluted 111,301,409 61,031,775 Net loss per share, basic and diluted $ ( 0.23 ) $ ( 0.46 ) The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Unvested RSUs 6,599,596 1,183,013 Stock Options 263,816 1,416,330 Unsettled ESPP Contributions 25,733 3,870 Total common stock equivalents excluded from diluted net loss per share 6,889,145 2,603,213 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 11: SEGMENT REPORTING The Company has determined that the Chief Executive Officer (“CEO”) is the Company’s chief operating decision maker (“CODM”) as the CEO makes decisions as it relates to allocation of resources and key market strategies. The CODM reviews financial information presented on an aggregated basis. Additionally, resource allocation and key market strategy decisions are made by the CODM based on aggregated results. As such, it was concluded that the Company operates as one segment. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue Recognition for Contracts with Customers | Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the three months ended March 31, 2023 , the Company recorded cumulative catch up adjustments on its contracts with customers that decreased revenue recognition by $ 1.7 million; the cumulative catch-up adjustments resulted from a change in total estimated effort required to satisfy performance obligations. During the three months ended March 31, 2023 , the Company recorded $ 8.7 million in revenue that was included in deferred revenue as of December 31, 2022. Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed balance sheets. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above. For additional discussion of accounting for collaboration revenues, see Note 6, Collaboration and License Agreements . |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands): March 31, 2023 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 22 $ 22 $ — $ — Repurchase agreements — — — — Investment in iECURE 1,807 — — 1,807 $ 1,829 $ 22 $ — $ 1,807 Liabilities: Final payment fee $ 199 $ — $ 199 $ — $ 199 $ — $ 199 $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 868 $ 868 $ — $ — Repurchase agreements 40,000 — 40,000 — Investment in iECURE 2,576 — — 2,576 $ 43,444 $ 868 $ 40,000 $ 2,576 Liabilities: Final payment fee $ 199 $ — $ 199 $ — $ 199 $ — $ 199 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Lease Payments under Non-Cancelable Leases | Future lease payments under non-cancelable operating leases with terms of greater than one year as of March 31, 2023, were as follows: (in thousands) March 31, 2023 2023 (excluding the three months ended March 31, 2023) $ 1,751 2024 1,594 2025 529 2026 545 2027 372 Total lease payments 4,791 Less: imputed interest 464 Total operating lease liabilities $ 4,327 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Three Months Ended March 31, 2023 2022 Employee $ 3,555 $ 3,554 Nonemployee 537 836 $ 4,092 $ 4,390 |
Schedule of Stock-Based Compensation Expense | Share-based compensation expense is included in the following line items in the condensed statements of operations (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 1,266 $ 2,012 General and administrative 2,826 2,378 $ 4,092 $ 4,390 |
Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model | The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant using the following inputs: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 86.88 % 78.74 % Weighted-average risk-free interest rate 3.83 % 1.85 % Expected term of options (in years) 5.88 6.08 Weighted-average fair value per option $ 0.84 $ 2.73 |
Summary of Activity of Option Plans | The following table summarizes activity in the Company’s stock option plans for the three months ended March 31, 2023: Outstanding Option Shares Weighted-Average Exercise Price Balance as of December 31, 2022 13,722,852 $ 6.37 Granted 159,097 1.13 Exercised ( 51,492 ) 0.58 Forfeited/canceled ( 988,668 ) 8.63 Balance as of March 31, 2023 12,841,789 $ 6.15 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s RSU activity for the three months ended March 31, 2023: RSU Awards Weighted-Average Grant Date Fair Value Unvested RSUs as of December 31, 2022 3,619,284 $ 3.55 Granted 4,080,500 1.21 Forfeited ( 215,798 ) 5.39 Vested ( 503,214 ) 3.87 Unvested RSUs as of March 31, 2023 6,980,772 $ 2.10 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computations of basic and diluted net loss per share attributable to common stockholders are as follows: Three Months Ended March 31, 2023 2022 Net loss (in thousands) $ ( 25,060 ) $ ( 28,168 ) Weighted-average common shares outstanding basic and diluted 111,301,409 61,031,775 Net loss per share, basic and diluted $ ( 0.23 ) $ ( 0.46 ) |
Schedule of Common Share Equivalent Securities Excluded from Calculation of Diluted Net Loss per Share | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Unvested RSUs 6,599,596 1,183,013 Stock Options 263,816 1,416,330 Unsettled ESPP Contributions 25,733 3,870 Total common stock equivalents excluded from diluted net loss per share 6,889,145 2,603,213 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Date of incorporation | Jan. 26, 2006 | |
Proceeds from offering of common stock, net of issuance costs | $ 445 | $ 1,627 |
Revenue recorded included in deferred revenue | 8,700 | |
Maximum | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Revenue for changes in total estimated time to be incurred in the future to satisfy the performance obligation | $ 1,700 | |
Common Stock | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Proceeds from issuance of common stock, net of issuance cost, Shares | 540,484 | 561,405 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 1,829 | $ 43,444 |
Liabilities | 199 | 199 |
Final Payment Fee [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 199 | 199 |
Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 40,000 | |
Investment in iECURE | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 1,807 | 2,576 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 22 | 868 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 40,000 | |
Liabilities | 199 | 199 |
Level 2 | Final Payment Fee [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 199 | 199 |
Level 2 | Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 40,000 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 1,807 | 2,576 |
Level 3 | Investment in iECURE | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 1,807 | 2,576 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 22 | 868 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 22 | $ 868 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investment in equity securities | $ (769,000) | |
Equity Issuance Agreement [Member] | I E C U R E [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investment in equity securities | 800,000 | |
Amendment to Revolving Line | Revolving Credit Facility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of final payment fee | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | May 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | May 31, 2021 | |
Debt Instrument [Line Items] | |||||
Interest rate during period | 8.75% | ||||
Effective interest rate | 9.77% | ||||
Pacific Western Loan Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 30 | ||||
Borrowings | $ 22.5 | $ 22.5 | |||
Unamortized revolving line debt discount balance | $ 0.2 | $ 0.3 | |||
Seventh Amendment to Revolving Line | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis point added to the prime rate | 0.75% | ||||
Maturity of line of credit | Jun. 23, 2024 | ||||
Seventh Amendment to Revolving Line | Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Required balance of unrestricted cash at bank | $ 10 | ||||
Interest rate during period | 4.25% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Supply Agreements | ||
Commitments And Contingencies [Line Items] | ||
Agreement termination notice period | 1 year | |
Research and Development | ||
Commitments And Contingencies [Line Items] | ||
Contract liabilities | $ 10 | $ 10 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Lease Payments under Non-Cancelable Leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2023 (excluding the three months ended March 31, 2023) | $ 1,751 |
2024 | 1,594 |
2025 | 529 |
2026 | 545 |
2027 | 372 |
Total lease payments | 4,791 |
Less: imputed interest | 464 |
Total operating lease liabilities | $ 4,327 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2019 |
Stockholders' Equity Note [Abstract] | |||
Common and preferred stocks, shares authorized | 210,000,000 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.000005 | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jun. 14, 2022 | Jan. 06, 2021 | Jul. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Collaboration and License Agreements [Line items] | ||||||
Equity method investments | $ 831 | $ 2,172 | ||||
Revenue | 8,780 | $ 3,317 | ||||
Deferred revenue | $ 38,268 | $ 46,192 | ||||
Common stock, shares issued | 113,149,893 | 111,774,507 | ||||
Proceeds from offering of common stock, net of issuance costs | $ 445 | 1,627 | ||||
Prepaid expenses | 8,424 | $ 7,552 | ||||
Research and development | 22,158 | 19,972 | ||||
Revenue recorded included in deferred revenue | 8,700 | |||||
Research and Development Arrangement | ||||||
Collaboration and License Agreements [Line items] | ||||||
Research and development | 700 | |||||
Research and Development Arrangement | Current Liabilities | ||||||
Collaboration and License Agreements [Line items] | ||||||
Deferred revenue | 20,700 | 27,900 | ||||
Research and Development Arrangement | Novartis Pharma AG | ||||||
Collaboration and License Agreements [Line items] | ||||||
Upfront cash payment | $ 50,000 | |||||
Milestone payments to be received for additional targets | $ 1,400,000 | |||||
Obligation to pay royalties expiry date | 10 years | |||||
Transaction price from the Stock Purchase Agreement | $ 13,400 | |||||
Revenue | 5,900 | |||||
Deferred revenue related to agreement | $ 48,600 | 54,200 | ||||
Research and Development Arrangement | Novartis Pharma AG | Stock Purchase Agreement | ||||||
Collaboration and License Agreements [Line items] | ||||||
Upfront cash payment | $ 50,000 | |||||
Sale of stock, number of shares issued in transaction | 12,407,440 | |||||
Aggregate purchase price | $ 25,000 | |||||
Sale of stock, price per share | $ 2.01 | |||||
Percentage of premium over the volume-weighted-average-price of the company’s common stock | 20% | |||||
Upfront Compensation | $ 75,000 | |||||
Equity upon the issuance of the shares | 11,600 | |||||
Transaction price allocated to the revenue arrangement | $ 63,400 | |||||
Sale of stock, description of transaction | Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties. | |||||
Research and Development Arrangement | Eli Lilly and Company | ||||||
Collaboration and License Agreements [Line items] | ||||||
Upfront cash payment | $ 100,000 | |||||
Milestone payments to be received for additional targets | 420,000 | |||||
Transaction price from the Stock Purchase Agreement | 7,300 | |||||
Revenue | $ 2,900 | $ 3,300 | ||||
Deferred revenue related to agreement | 72,500 | 74,800 | ||||
Research and Development Arrangement | Eli Lilly and Company | Current Liabilities | ||||||
Collaboration and License Agreements [Line items] | ||||||
Deferred revenue | 17,600 | $ 18,300 | ||||
Research and Development Arrangement | Eli Lilly and Company | Stock Purchase Agreement | ||||||
Collaboration and License Agreements [Line items] | ||||||
Upfront Compensation | 135,000 | |||||
Equity upon the issuance of the shares | 27,700 | |||||
Transaction price allocated to the revenue arrangement | $ 107,300 | |||||
Common stock, shares issued | 3,762,190 | |||||
Proceeds from offering of common stock, net of issuance costs | $ 35,000 | |||||
Research and Development Arrangement | iECURE | ||||||
Collaboration and License Agreements [Line items] | ||||||
Carrying value of fair value | $ 800 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 12, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 12,841,789 | 13,722,852 | ||
Share based compensation expense | $ 4,092,000 | $ 4,390,000 | ||
Unrecognized compensation cost | $ 29,600,000 | |||
Weighted-average period for recognition of compensation cost | 2 years 3 months 18 days | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Intrinsic value of Stock options exercised | $ 100,000 | 500,000 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
RSU outstanding | 6,980,772 | 3,619,284 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 4,080,500 | |||
ESPP | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | $ 100,000 | $ 100,000 | ||
2006 and 2015 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 1,657,293 | |||
Remaining shares available to be granted | 0 | |||
2019 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 8,117,147 | |||
Number of shares available for issuance | 4,750,000 | 11,028,560 | ||
Number of shares available to be issued | 1,752,684 | |||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 4% | |||
2019 Plan | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
RSU outstanding | 6,781,318 | |||
2019 ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Remaining shares available to be granted | 2,554,156 | |||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 1% | |||
Increase in common stock available for issuance | 2,757,139 | |||
Purchase of common stock through payroll deductions expressed in percentage of fair market value | 85% | |||
Total number of shares issued under 2019 ESPP | 727,983 | |||
2019 ESPP | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Remaining shares available to be granted | 525,000 | |||
Inducement Award Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding | 3,067,349 | |||
Number of shares available for issuance | 5,708,989 | |||
Inducement Award Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum shares allowed to be issued under ESPP | 9,000,000 | |||
Inducement Award Plan | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
RSU outstanding | 199,454 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 4,092 | $ 4,390 |
Employee | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 3,555 | 3,554 |
Nonemployee | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 537 | $ 836 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 4,092 | $ 4,390 |
Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 4,092 | 4,390 |
Research and Development | Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,266 | 2,012 |
General and Administrative | Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,826 | $ 2,378 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Estimated dividend yield | 0% | 0% |
Weighted-average expected stock price volatility | 86.88% | 78.74% |
Weighted-average risk-free interest rate | 3.83% | 1.85% |
Expected term of options (in years) | 5 years 10 months 17 days | 6 years 29 days |
Weighted-average fair value per option | $ 0.84 | $ 2.73 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity of Option Plans (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding Option Shares, Beginning Balance | shares | 13,722,852 |
Option, Granted | shares | 159,097 |
Option, Exercised | shares | (51,492) |
Option, Forfeited/canceled | shares | (988,668) |
Outstanding Option Shares, Ending Balance | shares | 12,841,789 |
Weighted-Average Exercise Price Outstanding at Beginning Balance | $ / shares | $ 6.37 |
Weighted-Average Exercise Price, Granted | $ / shares | 1.13 |
Weighted-Average Exercise Price, Exercised | $ / shares | 0.58 |
Weighted-Average Exercise Price, Forfeited/canceled | $ / shares | 8.63 |
Weighted-Average Exercise Price Outstanding at Ending Balance | $ / shares | $ 6.15 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity of RSUs (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs as of December 31, 2022 | shares | 3,619,284 |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | shares | 4,080,500 |
Forfeited | shares | (215,798) |
Vested | shares | (503,214) |
Unvested RSUs as of June 30, 2022 | shares | 6,980,772 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 3.55 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 1.21 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 5.39 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 3.87 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.10 |
Elo Transaction - Additional In
Elo Transaction - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Deconsolidation Of Subsidiary [Line Items] | |||
Interest rate during period | 8.75% | ||
Carrying value of note receivable | $ 7,328 | $ 7,234 | |
Loss from equity method investment | (1,341) | $ (952) | |
Carrying value of Investment | $ 831 | $ 2,172 | |
New Elo | |||
Deconsolidation Of Subsidiary [Line Items] | |||
Percentage of voting shares owned | 37% | 37% | |
Loss from equity method investment | $ (1,300) | $ (1,000) | |
Promissory Note | New Elo | |||
Deconsolidation Of Subsidiary [Line Items] | |||
Notes received | $ 10,000 | ||
Debt instrument maturity date | Dec. 01, 2028 | ||
Interest rate during period | 2% | ||
Carrying value of note receivable | $ 7,300 | ||
Promissory note discount | $ 2,700 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2023 | |
Income Tax Disclosure [Line Items] | ||
Uncertain tax positions | $ 0 | |
Forecast | ||
Income Tax Disclosure [Line Items] | ||
Effective income tax rate | 0% |
Net Loss Per Share - Schedule O
Net Loss Per Share - Schedule Of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss (in thousands) | $ (25,060) | $ (28,168) |
Weighted average common shares outstanding - basic | 111,301,409 | 61,031,775 |
Weighted average common shares outstanding - diluted | 111,301,409 | 61,031,775 |
Net loss per share - basic | $ (0.23) | $ (0.46) |
Net loss per share - diluted | $ (0.23) | $ (0.46) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Common Share Equivalent Securities Excluded from Calculation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 6,889,145 | 2,603,213 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 6,599,596 | 1,183,013 |
Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 263,816 | 1,416,330 |
Unsettled ESPP Contributions | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive common share equivalents | 25,733 | 3,870 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |