Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 02, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Registrant Name | PRECISION BIOSCIENCES INC | ||
Entity Central Index Key | 0001357874 | ||
Trading Symbol | DTIL | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Common Stock, Shares Outstanding | 56,986,188 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 382.8 | ||
Documents Incorporated by Reference | None |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 89,798,000 | $ 180,886,000 |
Accounts receivable | 10,000,000 | 965,000 |
Prepaid expenses | 5,762,000 | 9,497,000 |
Other current assets | 4,000 | 2,324,000 |
Total current assets | 105,564,000 | 193,672,000 |
Property, equipment, and software—net | 35,090,000 | 39,571,000 |
Intangible assets—net | 1,373,000 | 1,432,000 |
Right-of-use assets—net | 6,410,000 | |
Other assets | 1,721,000 | 558,000 |
Total assets | 150,158,000 | 235,233,000 |
Current liabilities: | ||
Accounts payable | 792,000 | 2,037,000 |
Accrued compensation | 5,745,000 | 4,425,000 |
Accrued clinical and research and development expenses | 3,269,000 | 2,400,000 |
Deferred revenue | 30,236,000 | 16,486,000 |
Lease liabilities | 1,933,000 | |
Other current liabilities | 854,000 | 1,584,000 |
Total current liabilities | 42,829,000 | 26,932,000 |
Deferred revenue | 53,926,000 | 65,895,000 |
Deferred rent | 4,092,000 | |
Lease liabilities | 8,586,000 | |
Other noncurrent liabilities | 392,000 | |
Total liabilities | 105,733,000 | 96,919,000 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value— 10,000,000 shares authorized as of December 31, 2020 and December 31, 2019; no shares issued and outstanding as of December 31, 2020 and December 31, 2019 | ||
Common stock; $0.000005 par value— 200,000,000 shares authorized, 53,503,124 shares issued and 52,692,652 shares outstanding as of December 31, 2020; 51,965,708 shares issued and 51,155,236 shares outstanding as of December 31, 2019 | ||
Additional paid-in capital | 331,450,000 | 316,333,000 |
Accumulated deficit | (286,073,000) | (177,067,000) |
Treasury stock | (952,000) | (952,000) |
Total stockholders’ equity | 44,425,000 | 138,314,000 |
Total liabilities and stockholders’ equity | $ 150,158,000 | $ 235,233,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 53,503,124 | 51,965,708 |
Common stock, shares outstanding | 52,692,652 | 51,155,236 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 24,285 | $ 22,238 |
Operating expenses | ||
Research and development | 98,061 | 82,416 |
General and administrative | 36,052 | 27,026 |
Total operating expenses | 134,113 | 109,442 |
Loss from operations | (109,828) | (87,204) |
Other income (expense), net: | ||
Change in fair value of convertible notes payable | (9,758) | |
Interest expense | (182) | |
Interest income | 822 | 4,267 |
Total other income (expense), net | 822 | (5,673) |
Net loss and net loss attributable to common stockholders | $ (109,006) | $ (92,877) |
Net loss per share attributable to common stockholders- basic and diluted | $ (2.09) | $ (2.21) |
Weighted average shares of common stock outstanding- basic and diluted | 52,031,740 | 41,991,162 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative Effect Period of Adoption Adjustment | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect Period of Adoption Adjustment | Treasury Stock |
Beginning balance at Dec. 31, 2018 | $ 39,960 | $ 997 | $ 3 | $ 2 | $ 126,094 | $ (85,187) | $ 997 | $ (952) | |
Beginning balance, Shares at Dec. 31, 2018 | 25,650,000 | 21,956,095 | 16,717,117 | ||||||
Conversion of convertible preferred stock into common stock upon initial public offering | $ (3) | $ (2) | 5 | ||||||
Conversion of convertible preferred stock into common stock upon initial public offering, shares | (25,650,000) | (21,956,095) | 22,301,190 | ||||||
Issuance of common stock upon conversion of convertible notes payable | 49,490 | 49,490 | |||||||
Issuance of common stock upon conversion of convertible notes, shares | 2,921,461 | ||||||||
Issuance of common stock in initial public offering, net of discounts and issuance costs | 130,543 | 130,543 | |||||||
Issuance of common stock in initial public offering, net of discounts and issuance costs, shares | 9,085,000 | ||||||||
Stock option exercises | $ 1,261 | 1,261 | |||||||
Stock option exercises, Shares | 940,940 | 940,940 | |||||||
Share-based compensation expense | $ 8,940 | 8,940 | |||||||
Net loss | (92,877) | (92,877) | |||||||
Ending balance at Dec. 31, 2019 | 138,314 | 316,333 | (177,067) | (952) | |||||
Ending balance, Shares at Dec. 31, 2019 | 51,965,708 | ||||||||
Stock option exercises | $ 691 | 691 | |||||||
Stock option exercises, Shares | 1,411,188 | 1,411,188 | |||||||
Issuance of common stock under employee stock purchase plan | $ 640 | 640 | |||||||
Issuance of common stock under employee stock purchase plan, Shares | 126,228 | ||||||||
Share-based compensation expense | 13,786 | 13,786 | |||||||
Net loss | (109,006) | (109,006) | |||||||
Ending balance at Dec. 31, 2020 | $ 44,425 | $ 331,450 | $ (286,073) | $ (952) | |||||
Ending balance, Shares at Dec. 31, 2020 | 53,503,124 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (109,006) | $ (92,877) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,777 | 5,317 |
Share-based compensation | 13,786 | 8,940 |
Loss on disposal of property, equipment, and software | 35 | 22 |
Non-cash interest expense | 182 | |
Change in fair value of convertible notes payable | 9,758 | |
Amortization of right-of-use assets | 1,036 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 3,735 | (584) |
Accounts receivable | (9,035) | (441) |
Other assets and other current assets | 2,194 | 1,032 |
Accounts payable | (1,455) | 667 |
Other current liabilities | 2,084 | 4,835 |
Deferred revenue | 1,781 | (7,866) |
Lease liabilities and right-of-use assets | (1,709) | |
Other noncurrent liabilities | 391 | |
Net cash used in operating activities | (87,386) | (71,015) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (5,031) | (24,666) |
Net cash used in investing activities | (5,031) | (24,666) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 689 | 1,261 |
Proceeds from employee stock purchase plan | 640 | |
Deferred offering costs | (2,622) | |
Issuance of convertible notes payable | 39,550 | |
Proceeds from IPO, net of underwriting discounts and commissions | 135,185 | |
Net cash provided by financing activities | 1,329 | 173,374 |
Net increase (decrease) in cash and cash equivalents | (91,088) | 77,693 |
Cash and cash equivalents—beginning of period | 180,886 | 103,193 |
Cash and cash equivalents —end of period | 89,798 | 180,886 |
Supplemental disclosures of noncash financing and investing activities: | ||
Common stock issued on conversion of convertible notes payable | 49,490 | |
Property, equipment and software additions included in accounts payable, accrued expenses and other current liabilities | $ 665 | 401 |
Deferred offering costs included in accounts payable, accrued expenses and other current liabilities | $ 168 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 dedicated to improving life through the application of its pioneering, proprietary ARCUS genome editing platform to treat human diseases and create healthy and sustainable food and agricultural solutions. The Company is actively developing product candidates through two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on allogeneic CAR T cell immunotherapy and in vivo gene correction. The Food segment focuses on applying ARCUS to develop food and nutrition products through collaboration agreements with consumer-facing companies. The Company’s 100% owned subsidiary, Precision PlantSciences, Inc., was incorporated on January 4, 2012. Precision PlantSciences, Inc. amended its certificate of incorporation on January 16, 2018 to change its name to Elo Life Systems, Inc. Elo Life Systems Australia Pty Ltd was incorporated on May 29, 2018 as a 100% owned subsidiary of Elo Life Systems, Inc. Additionally, the Company’s 100% owned subsidiary, Precision BioSciences UK Limited, was incorporated on June 17, 2019. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. 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 high-risk, 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. On April 1, 2019, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 9,085,000 shares of its common stock at a public offering price of $16.00 per share and received approximately $130.5 million in net proceeds, after deducting underwriting discounts and commission of approximately $10.2 million and issuance costs of approximately $4.6 million. In connection with the IPO, on March 15, 2019 the Company effected a reverse split of shares of the Company’s common stock on a 1-for-2.134686 basis (the “Reverse Stock Split”) of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for the Company’s Series A and Series B preferred stock. Accordingly, all common shares, stock option shares, and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect this Reverse Stock Split and adjustment of the preferred stock conversion ratios. Authorized common shares were not affected by the Reverse Stock Split. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,301,190 shares of common stock at the applicable ratio then in effect and the outstanding convertible notes payable, including accrued interest, were settled into 2,921,461 shares of common stock. Subsequent to the closing of the IPO, there were no shares of Series A or Series B convertible preferred stock or convertible notes payable outstanding. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ from those estimates. Significant estimates include recording revenue for performance obligations recognized over time, determination of the fair value of share-based compensation grants and estimating services expended by third-party service providers used to recognize research and development expense. Basis of Presentation These financial statements have been prepared in accordance with GAAP. Additionally, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company has not generated any revenue from product sales and does not expect to generate any revenue from the sale of product in the foreseeable future. During the year ended December 31, 2020, the Company incurred a net loss of $109.0 million and, as of December 31, 2020, has an accumulated deficit of $286.1 million. The Company has financed operations primarily through upfront payments from collaboration and licensing agreements, its initial public offering (“IPO”), and private placements of convertible preferred stock and convertible debt. The Company expects to incur additional operating losses and negative operating cash flows for the foreseeable future. Management believes that cash and cash equivalents as of December 31, 2020, cash payments received from Lilly in January 2021 in connection with the closing of the Development and License Agreement, expected operational receipts and available credit will allow the Company to continue its operations into 2023. In the absence of a significant source of recurring revenue, the continued viability of the Company beyond that point is dependent on its ability to continue to raise additional capital to finance its operations. There can be no assurance that the Company will be able to obtain sufficient capital to cover its costs on acceptable terms, if at all. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2020, the Company held an insignificant amount of cash equivalents. As of December 31, 2019, the Company held cash equivalents 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company may maintain cash deposits in financial institutions in excess of government insured limits. The Company regularly invests excess cash deposits in money market funds and repurchase agreements. The Company believes that the credit risk arising from the holdings of these financial instruments is mitigated by the fact that these securities are of short duration, government backed and of high credit rating. The Company has not experienced any losses on cash and cash equivalents to date. Revenue from two development and license agreements accounted for 16% and 74% of revenue during 2020 and 60% and 33% of revenue during 2019. One development and license agreement accounted for 98% of deferred revenue as of December 31, 2020. Deferred Equity Offering Costs The Company capitalizes incremental legal, professional accounting and other third-party fees directly associated with the Company’s planned equity offerings as other current assets until the equity offering is consummated. After consummation, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital. If the equity offering is aborted, any costs deferred are expensed immediately. Property, Equipment and Software Property, equipment and software are stated at cost, net of depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. The depreciation and amortization periods for the Company’s significant property, equipment and software categories are as follows: Laboratory equipment 5 to 7 years Furniture and fixtures and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements that extend the useful life of the asset are capitalized. Intangible Assets Intangible assets primarily include licenses and patents. The Company capitalizes license fees paid to acquire access to proprietary technology if the technology is expected to have alternative future use in multiple research and development projects. The cost of licensed technology rights is amortized using the straight-line method over the estimated useful life of the technology. If the access to use the technology rights is one year or less, the cost is recorded as a prepaid expense and amortized over the period identified in the agreement. Amortization expense for licensed technology and capitalized patent costs is included in research and development expenses within the accompanying consolidated statement of operations. Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is assessed when future undiscounted cash flows are less than the assets’ carrying value and recognized when the carrying value of the asset exceeds fair value. Fair value is calculated by estimating the discounted future cash flows expected to be generated by the asset as well as other valuation techniques. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Lease liabilities and corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset were required for items such as prepaid and deferred rent. In calculating the present value of the lease payments, the Company has elected to apply the discount rate based on the remaining lease term as of the transition date, January 1, 2020. As the rate implicit in the lease is not readily determinable, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing leases. The operating right-of-use asset recorded on the balance sheet is amortized on a straight-line basis as lease expense. Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 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 year ended December 31, 2020, the Company recorded cumulative catch up adjustments that reduced revenue recognition by $5.2 million, in addition to a contract liability adjustment, for changes in total estimated effort to be incurred in the future to satisfy the performance obligation and changes to the transaction price related to variable consideration for development milestones that were constrained in prior periods. 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 consolidated 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 consolidated 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 accounting standards codification (“ASC”) ASC 808, Collaborative Arrangements For additional discussion of accounting for collaboration revenues, see Note 12, “Collaboration and license agreements.” Research and Development Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities including salaries, benefits, share-based compensation, allocations for rent and facility costs, depreciation, preclinical manufacturing expenses, costs of services provided by contract research organizations (“CROs”) in connection with preclinical trials and contract manufacturing organizations (“CMOs”) engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. The Company is required to estimate accrued research and development expenses resulting from its obligations under contracts with CROs, CMOs, research organizations, service providers, vendors and consultants in connection with research and development activities. The financial terms of these contracts are subject to negotiations and vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate research and development expenses in its consolidated financial statements by matching those expenses with the period in which the services and efforts are expended. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the expense. In accruing fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the Company adjusts the accrual or amount of prepaid expense accordingly. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2020 and December 31, 2019, there was no difference between net loss and comprehensive loss in the accompanying consolidated financial statements. Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2020 and December 31, 2019 given all potential shares of common stock are anti-dilutive as a result of the net loss. Share-Based Compensation The Company accounts for all share-based compensation, including stock options and the employee stock purchase plan at fair value and recognizes compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The fair value of each equity grant is estimated on the date of grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of the Company’s common stock and assumptions the Company makes for the expected volatility of its common stock, the expected term of the stock options, the risk-free interest rate for a period that approximates the expected term of the stock options and the Company’s expected dividend yield. As the Company has limited trading history, expected volatility is estimated based on the historical volatility of publicly traded peer companies and the Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded share price. The expected term of the options has been determined utilizing a weighted value considering actual exercise history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Income Taxes Deferred tax assets and liabilities are determined based on the temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than the enactment of changes in the tax law or rates. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. Accounting Standards Updates The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. The JOBS Act also exempts the Company from having to provide an auditor attestation of internal controls over financial reporting under Sarbanes-Oxley Act Section 404(b). The Company will remain an “emerging growth company” until the earliest of (i) December 31, 2024, (ii) the last day of the fiscal year in which it has total annual gross revenues of $1.07 billion or more, (iii) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (“SEC”), which generally is when it has more than $700 million in market value of its stock held by non-affiliates as of the prior June 30th. In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”). This standard was issued in order to improve comparability among organizations by recognizing lease assets and liabilities for all leases, with certain exceptions, on the balance sheet. The Company elected to early adopt ASC 842 on January 1, 2020, or the effective date, and used the effective date as its date of initial application. As such, the Company did not adjust prior period amounts. The Company also elected to utilize various practical expedients upon transition, which permits companies to not reassess lease identification, classification, and initial direct costs under ASC 842 for leases that commenced prior to the effective date. Upon adoption, the Company recorded lease liabilities of $11.6 million, right-of-use assets of $6.8 million, and a reduction of existing deferred rent balances of $4.8 million on the balance sheet as of January 1, 2020. In May 2014, the FASB, issued ASC 606, which superseded the revenue requirements in ASC 605. In 2015 and 2016, the FASB issued additional ASUs related to ASC 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identifying performance obligations, and licensing, and they include other improvements and practical expedients. Effective January 1, 2019, the Company adopted ASC 606 using the modified retrospective transition method. As a result of adopting ASC 606, the Company recorded a $1.0 million transition adjustment in the first quarter of 2019 to reduce the opening balance of accumulated deficit as of January 1, 2019 primarily as a result of the treatment of the up-front consideration received from the Company’s collaboration agreements under prior revenue recognition guidance. During the year ended December 31, 2020, the Company recorded $19.5 million in revenue that was included in deferred revenue as of December 31, 2019. |
Property, Equipment and Softwar
Property, Equipment and Software | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE | NOTE 2 : PROPERTY, EQUIPMENT AND SOFTWARE Property, equipment and software consisted of the following as of December 31 (in thousands): 2020 2019 Construction in progress $ 1,894 $ 697 Leasehold improvements 26,580 25,969 Software 394 328 Laboratory equipment 21,240 19,251 Office equipment 1,542 1,602 Furniture and fixtures 2,518 2,373 Total property, equipment and software 54,168 50,220 Less accumulated depreciation and amortization 19,078 10,649 Property, equipment and software - net $ 35,090 $ 39,571 Depreciation expense, including amortization of leasehold improvements and software, was $8.7 million and $5.3 million for the years ended December 31, 2020 and December 31, 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 3 : INTANGIBLE ASSETS Intangible assets, net, consisted of the following as of December 31 (in thousands): 2020 2019 License cost $ 1,831 $ 1,831 Less: accumulated amortization (340 ) (281 ) Less: impairments (118 ) (118 ) Intangible assets, net 1,373 1,432 Amortization expense of intangible assets was less than $0.1 million for the years ended December 31, 2020 and December 31, 2019. Amortization expense for intangible assets with definite lives will be less than $0.1 million for each of the next five years with the remaining $0.7 million amortized to expense in 2026 and beyond. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 4 : STOCKHOLDERS’ EQUITY Capital Structure Upon the closing of the IPO, all of the Company’s outstanding shares of the Series A and Series B convertible preferred stock automatically converted into 22,301,190 shares of common stock and the Company’s outstanding convertible notes payable, including accrued interest, converted into 2,921,461 shares of common stock at the applicable conversion ratio. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 5 : 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 December 31, 2020 there were 5,031,848 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 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 January 1, 2021, the aggregate number of shares available for issuance under the 2019 Plan has been increased by 4,153,915 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 December 31, 2020, 1,933,781 shares were available to be issued under the 2019 Plan. The 2019 Plan had 5,512,422 stock options outstanding as of December 31, 2020. 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 January 1, 2021, the aggregate number of shares available for issuance under the 2019 ESPP has been increased by 1,038,478 shares pursuant to this provision. No more than 5,250,000 shares of our common stock may be issued under our 2019 ESPP. 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 December 31, 2020, we had issued 126,228 shares under the 2019 ESPP. The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Years Ended December 31, 2020 2019 Employee $ 12,639 $ 8,354 Nonemployee 1,147 586 $ 13,786 $ 8,940 Share-based compensation expense is included in the following line items in the consolidated statements of operations (in thousands): Years Ended December 31, 2020 2019 Research and development $ 8,338 $ 5,639 General and administrative 5,448 3,301 $ 13,786 $ 8,940 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 as follows: Years Ended December 31, 2020 2019 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 73.70 % 68.25 % Weighted-average risk-free interest rate 0.60 % 1.98 % Expected term of options (in years) 6.55 6.61 Weighted-average fair value per option $ 4.81 $ 7.62 The expected volatility rates are estimated based on the actual volatility of comparable public companies over the expected term. The expected term represents the average time that stock options that vest are expected to be outstanding. The following table summarizes activity in the Company’s stock option plans for the years ended December 31, 2020 and December 31, 2019: Outstanding Option Shares Weighted- Average Exercise Price Balance as of January 1, 2019 7,763,464 5.00 Granted 2,647,236 11.64 Exercised (940,940 ) 1.34 Forfeited/canceled (550,644 ) 10.47 Balance as of December 31, 2019 8,919,116 7.02 Granted 4,011,728 7.26 Exercised (1,411,188 ) 0.49 Forfeited/canceled (975,386 ) 8.17 Balance as of December 31, 2020 10,544,270 7.88 The intrinsic value of stock options exercised was $10.3 million and $10.6 million during the years ended December 31, 2020 and December 31, 2019, respectively. There was approximately $30.5 million of total unrecognized compensation cost related to unvested stock options as of December 31, 2020, which is expected to be recognized over a weighted-average period of 2.5 years. The following table summarizes certain information about stock options granted under the stock option plans which are vested or expected to vest as of December 31, 2020 and December 31, 2019. Years Ended December 31, Number of Options Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price 2020 Expected to be exercisable 10,544,270 7.23 $ 7.88 2020 Currently exercisable 4,582,708 5.48 $ 6.69 2019 Expected to be exercisable 8,919,116 7.19 $ 7.02 2019 Currently exercisable 4,082,663 5.08 $ 3.12 The following table summarizes certain information about stock options outstanding under the stock option plans for the years ending December 31, 2020 and December 31, 2019, respectively: Year Ended December 31, 2020 Exercise price Number of Options Outstanding Weighted- Average Remaining Life Number of Options Exercisable $0.01 - $0.04 717,949 0.61 717,949 $0.41 - $1.20 1,472,717 5.11 1,364,991 $5.67 - $9.46 4,414,103 8.75 494,811 $10.17 - $13.80 3,874,957 7.58 1,954,663 $14.91 - $16.00 64,544 4.51 50,294 10,544,270 4,582,708 Year Ended December 31, 2019 Exercise price Number of Options Outstanding Weighted- Average Remaining Life Number of Options Exercisable $0.01 - $0.04 1,385,203 1.50 1,385,203 $0.41 - $1.20 2,310,993 6.32 1,721,811 $7.74 - $9.46 1,266,454 9.44 131,644 $10.17 - $13.80 3,891,922 8.96 844,005 $14.91 - $16.00 64,544 9.59 — 8,919,116 4,082,663 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | NOTE 6 : RETIREMENT PLAN In January 2011, the Company established a defined contribution 401(k) retirement savings plan (the “Retirement Plan”) to all full-time employees. Employee contributions to the Retirement Plan can be 100% of annual compensation up to the prescribed annual maximum under the Internal Revenue Code. Administrative fees of less than $0.1 million were paid by the Company for the years ended December 31, 2020 and December 31, 2019. The Retirement Plan includes a safe-harbor matching employer contribution equal to 100% of participants’ deferral contributions up to 4%. The Company made contributions of $0.8 million and $0.6 million to the Retirement Plan during the years ended December 31, 2020 and December 31, 2019, respectively. Retirement plan contributions made by the Company are recorded to research and development expense and general and administrative expense as incurred and are included in the consolidated statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 : 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 consolidated financial condition, results of operations or cash flows of the Company. COVID-19 Pandemic In March 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. The Company has taken steps in line with guidance from the U.S. Centers for Disease Control and Prevention (“CDC”) and the State of North Carolina to protect the health and safety of its employees and the community. The Company is working closely with its clinical sites, physician partners and the patient community to monitor and manage the ongoing impact of the COVID-19 pandemic. The Company remains committed to its clinical programs and development plans, however, disruptions, competing resource demands and safety concerns caused by the COVID-19 pandemic have caused delays in the Company’s clinical trial site activation and impacted its ability to enroll patients. The Company may also experience other difficulties, disruptions or delays in conducting preclinical studies or initiating, enrolling, conducting or completing its planned and ongoing clinical trials, and the Company may incur other unforeseen costs as a result. While the extent to which COVID-19 may continue to impact the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. The Company is continuing to assess the impact of the COVID-19 pandemic to best mitigate risk and continue the operations of its business. Leases The Company has operating leases for real estate in North Carolina and does not have any finance leases. Many of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liabilities on the Company’s consolidated balance sheet are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise. The Company has existing leases that include variable lease payments that are not included in the right-of-use asset and lease liabilities and are reflected as an expense in the period incurred. Such payments primarily include common area maintenance charges and fluctuations in rent payments that are driven by factors such as future changes in an index (e.g. the Consumer Price Index). 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. The elements of lease expense were as follows: (in thousands) Year Ended December 31, 2020 Lease Cost Operating lease cost $ 1,922 Short-term lease cost 405 Variable lease cost 926 Total Lease Cost $ 3,253 Other Information Operating cash flows used for operating leases 2,755 Operating lease liabilities arising from obtaining right-of-use assets 623 Operating Leases Weighted average remaining lease term (in years) 4.7 Operating Leases Weighted average discount rate 7.9 % Future lease payments under non-cancelable leases with terms of greater than one year as of December 31, 2020, were as follows: (in thousands) December 31, 2020 2021 $ 2,685 2022 2,769 2023 2,848 2024 2,134 2025 1,086 2026 and beyond 1,108 Total lease payments 12,630 Less: imputed interest 2,111 Total operating lease liabilities $ 10,519 Supply Agreements The Company enters into contracts in the normal course of business with CMOs for the manufacture of clinical trial materials and 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 consolidated financial condition, results of operations, or cash flows of the Company. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 8 : NET LOSS PER SHARE The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Years Ended December 31, 2020 2019 Outstanding share-based compensation awards 10,544,270 4,032,359 Total 10,544,270 4,032,359 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9 : DEBT In March 2019, the Company entered into a note purchase agreement pursuant to which it sold and issued an aggregate of $39.6 million of convertible notes payable (the “2019 Notes”). The 2019 Notes accrued interest at a rate of 6% per annum. The 2019 Notes were settled in 2,921,461 shares of common stock in connection with the closing of the Company’s IPO (see Note 1) at a settlement price of $13.60 per share (equal to 85% of the IPO price per share). On issuance, the Company elected to account for the 2019 Notes at fair value with any changes in fair value being recognized through the consolidated statements of operations until the 2019 Notes were settled. The fair value of the 2019 Notes was determined to be $39.6 million on issuance and $49.4 million as of April 1, 2019, the settlement date. For the year ended December 31, 2019, the Company recognized $9.8 million of expense as changes in fair value and $0.2 million of interest expense. Revolving Line On June 23, 2020, the Company and Pacific Western Bank (“Bank”) entered into the Third Amendment to Loan and Security Agreement to the revolving line of credit agreement dated as of May 15, 2019 (as amended, the “Pacific Western Loan”). The aggregate availability under the Pacific Western Loan is $30.0 million. The Pacific Western Loan matures on June 23, 2023 as a result of the events discussed in Note 14, Subsequent Events. The interest rate under the Pacific Western Loan is a variable annual rate equal to the greater of (a) 2.75% above the Prime Rate (as defined in the Pacific Western Loan), or (b) 6.00%. There have been no borrowings under the Pacific Western Loan as of the date of this Annual Report on Form 10-K. The Company was in compliance with its financial covenants under the Pacific Western Loan as of December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 : INCOME TAXES The Company recorded no federal income tax expense and due to the operating losses incurred for the years ended December 31, 2020 and December 31, 2019. The Company recorded less than $0.1 million and no state income expense for the years ended December 31, 2020 and December 31, 2019, respectively. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands): Years Ended December 31, 2020 2019 Noncurrent deferred tax assets: Net operating loss carryforwards $ 39,264 $ 23,358 Contribution carryforwards 39 34 Deferred rent — 1,099 Lease liability 2,336 — Deferred revenue 18,684 13,172 Other assets 5,015 2,444 Tax credits 15,959 9,090 Less: valuation allowance (79,273 ) (47,734 ) Total deferred tax assets, noncurrent 2,024 1,463 Noncurrent deferred tax liability: Property and equipment 601 1,463 Right of use asset 1,423 — Total deferred tax liabilities, noncurrent 2,024 1,463 Net deferred tax assets $ — $ — As of December 31, 2020 and December 31, 2019, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the net deferred tax assets is not determined to be more likely than not. The net increase in the valuation allowance for the year ended December 31, 2020 of $31.5 million is comprised of an increase in the valuation allowance recorded against the deferred tax assets, primarily related to tax credits and net operating loss carryforwards for the year. The reasons for the difference between actual income tax benefit for the years ended December 31, 2020 and December 31, 2019 and the amount computed by applying the statutory federal income tax rate to losses before income tax benefit are as follows (in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % of Pre-Tax Earnings Amount % of Pre-Tax Earnings Income tax expense at statutory rate $ (22,887 ) 21.0 % $ (19,505 ) 21.0 % State income taxes, net of federal tax benefit (1,309 ) 1.2 % (1,827 ) 2.0 % Non-deductible expenses (963 ) 0.9 % 1,784 (1.9 %) R&D and orphan drug credits (6,869 ) 6.3 % (4,810 ) 5.1 % Other 7 0.1 % (639 ) 0.7 % Change in state tax rate 512 (0.6 %) — 0.0 % Change in valuation allowance 31,532 (28.9 %) 24,997 (26.9 %) Income tax (benefit) expense $ 23 0.0 % $ — — As of December 31, 2020, the Company had federal, state, and foreign net operating loss (“NOL”) carryforwards of approximately $172.7 million, $116.5 million, and $0.6 million respectively. As of December 31, 2019, the Company had federal, state, and foreign NOL carryforwards of approximately $101.3 million, $101.7 million, and $0.4 million, respectively. Federal NOL carryforwards of $19.7 million begin to expire in 2030 while the remaining federal NOL carryforward of $153.0 million carries forward indefinitely. The state NOL carryforwards begin to expire in 2025. The foreign NOLs carryforward indefinitely. At December 31, 2020, the Company had federal and state research and development (“R&D”) tax credits of $9.9 million and an amount less than $0.1 million, which begin to expire in 2027 and 2030, respectively. At December 31, 2019, the Company had federal and state tax R&D credits of $7.2 million and an amount less than $0.1 million which begin to expire in 2027 and 2030, respectively. As of December 31, 2020 and December 31, 2019, the Company had federal Orphan Drug credits of $6.0 million and $1.8 million, respectively, which begin to expire in 2038. At December 31, 2020 and December 31, 2019, the Company had federal contribution carryforwards of $0.2 million and $0.1 million, respectively, which begin to expire in 2021. The Company incorporated a subsidiary in Australia in 2018. However, the subsidiary has had minimal losses since inception. As such, there are no undistributed earnings as of December 31, 2020 and December 31, 2019. The Company incorporated a subsidiary in the United Kingdom in 2019. However, the subsidiary has had minimal activity since inception. As such, there are no undistributed earnings as of December 31, 2020 and December 31, 2019. The Company’s ability to utilize its NOL and R&D credit carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether one or more ownership changes have occurred since the Company became a loss corporation under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company. The Company reflects in the accompanying consolidated financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only if it is considered ‘more-likely-than-not’ that the position taken will be sustained by the appropriate taxing authority. As of December 31, 2020 and December 31, 2019, the Company had no unrecognized income tax benefits. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying consolidated statements of operations. As of December 31, 2020 and December 31, 2019, the Company had no such accruals. The Tax Cuts and Jobs Act of 2017 subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 1 1 : FAIR VALUE MEASUREMENTS The carrying amounts of the Company’s financial instruments, including 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 date, which require the Company to develop its own assumptions The Company classifies investments in money market funds within Level 1 as the prices are available from quoted prices in active markets. Investments in repurchase agreements are classified within Level 2 as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers. As of December 31, 2020, the Company held an insignificant amount of cash equivalents. As of December 31, 2019, 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 following represents assets measured at fair value on a recurring basis by the Company (in thousands): December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 10 $ 10 $ — $ — Repurchase agreements — — — — $ 10 $ 10 $ — $ — December 31, 2019 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 3,395 $ 3,395 $ — $ — Repurchase agreements 173,000 — 173,000 — $ 176,395 $ 3,395 $ 173,000 $ — |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
COLLABORATION AND LICENSE AGREEMENTS | NOTE 1 2 : COLLABORATION AND LICENSE AGREEMENTS Development and Commercial License Agreement with Servier On February 24, 2016, the Company entered into a development and commercial license agreement, as subsequently amended, with predecessor entities to Servier. This agreement establishes a collaboration between the Company and Servier to develop allogeneic chimeric antigen receptor T (“CAR T”) cell therapies for up to six unique antigen targets selected by Servier. Servier selected one target at the agreement’s inception and, in 2020, selected two additional hematological cancer targets beyond CD19 and two new solid tumor targets. Servier is required to make a milestone payment to the Company upon achievement of an early-stage pre- investigational new drug application (“IND”) development milestone event completed for each of the four targets selected after execution of the contract. The Company granted Servier a development license and will perform early-stage R&D on the selected targets and develop the resulting therapeutic product candidates through Phase 1 clinical trials and manufacture clinical trial material for use in Phase 2 clinical trials. Also, the Company and Servier have formed a joint steering committee (“JSC”) to provide high-level oversight and decision making regarding the activities covered under the agreement. The Company received an upfront payment of $105.0 million under the agreement in 2016. At the Phase 2 readiness stage for any product candidate, Servier may exercise a commercial option, subject to payment of commercial option exercise fees, to proceed with development and commercialization of the product candidate and perform late-stage R&D, including Phase 2 and Phase 3 clinical trials and obtaining regulatory approvals. The Company has the ability to receive total payments, in the aggregate across all five targets selected by Servier, of up to approximately $1.4 billion, including the upfront payment of $105.0 million and up to $1.3 billion in milestone payments, consisting of up to $329.3 million in development milestone payments and up to $925.0 million in commercial milestone payments. The Company is also entitled to receive tiered royalties ranging from the mid-single digit percentages to the sub-teen percentages on worldwide net sales of any products developed, subject to customary potential reductions. The Company also has the right to opt in and participate in the development and commercialization of any products resulting from the collaboration through a 50/50 co-development and co-promotion option in the United States. This will require the Company to pay a co-development and co-promotion option fee on each licensed product for which the Company elects to participate. This option is exercisable at the Phase 2 readiness stage and only after Servier exercises its commercial option. 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 five targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Servier contains the following promises: (i) a development license; (ii) performance of early-stage R&D services, (iii) the manufacture of clinical trial material for use in Phase 2 clinical trials, and (iv) JSC participation. The Company determined that the license, manufacture of clinical trial material, and R&D services were not distinct from each other, as the license, pre-clinical and clinical supply, and R&D services are highly interdependent upon one another. Participation on the JSC to oversee the research and development activities are combined into the single performance obligation as these activities are highly interdependent with the other R&D services. As such, the Company determined that these promises should be combined into a single performance obligation. Under the agreement with Servier, in order to evaluate the appropriate transaction price, the Company determined that the upfront amount of $105.0 million constituted the entire consideration to be included in the transaction price as of the outset of the arrangement. As such, this amount was allocated to the single performance obligation. The commercial option exercise fees that may be received are excluded from the transaction price until each customer option is exercised as it was determined that the options are not material rights. The potential development milestone payments that the Company is eligible to receive prior to the exercise of the options as well as commercial milestones, were excluded from the transaction price at the outset of the arrangement, as all milestone amounts were fully constrained based on the probability of achievement, since the milestones relate to successful achievement of certain developmental goals, which might not be achieved. None of the future royalty payments were included in the transaction price, as the potential payments represent sales-based consideration. The Company will reevaluate the transaction price, including all constrained amounts, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust its estimate of the transaction price. The Company recognizes revenue from the upfront payment of $105.0 million and variable consideration related to development milestones achieved 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 accomplishments and the probability of continuing research efforts in the future. 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. The remaining performance obligation is expected to be satisfied over approximately a five year period as of December 31, 2020. During the years ended December 31, 2020 and December 31, 2019, the Company recognized revenue under the agreement with Servier of approximately $18.0 million and $7.3 million, respectively. Deferred revenue related to the agreement with Servier amounted to $82.9 million and $80.9 million as of December 31, 2020 and December 31, 2019, respectively, of which $28.9 million and $15.0 million, respectively, is included in current liabilities. Collaboration and License Agreement with Gilead On July 6, 2020 (the “Termination Notice Date”), Gilead Sciences (“Gilead”) notified the Company of its termination of the Collaboration and License Agreement between Gilead and the Company, dated September 10, 2018, as subsequently amended by Amendment No. 1 to the Collaboration and License Agreement, dated March 10, 2020 (as amended, the “Gilead Agreement”). Pursuant to the termination notice, the Gilead Agreement terminated on September 4, 2020, upon which the Company regained full rights and all data it generated for the in vivo Revenue associated with the combined performance obligation was recognized on a straight-line basis as the R&D services were provided through the Termination Notice Date. During the years ended December 31, 2020 and 2019, the Company recognized revenue under the Gilead Agreement of approximately $3.9 million and $13.3 million, respectively. The Company did not have deferred revenue related to the Gilead Agreement as of December 31, 2020. Deferred revenue was $1.5 million as of December 31, 2019. No development or sales-based milestone payments were received during the twelve months ended December 31, 2020. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 1 3 : SEGMENT REPORTING The Company has developed a genome editing platform and performed related research for human therapeutic and agricultural applications. The Company’s Chief Operating Decision Maker (“CODM”) evaluates the Company’s financial performance based on two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on the development of products in the field of immuno-oncology and of novel products outside immuno-oncology to treat human diseases. The Food segment is focused on applying ARCUS to develop food and nutrition products through collaboration agreements with consumer-facing companies. The CODM reviews segment performance and allocates resources based upon segment revenue and segment operating loss of the Therapeutics and Food reportable segments. Segment operating loss is derived by deducting operational cash expenditures, net, from GAAP revenue. Operational cash expenditures are cash disbursements made that are directly attributable to the reportable segment (including directly attributable research and development and property, equipment, and software expenditures). The Company previously allocated centralized research and development expenditures for early stage research, nuclease development and the purchase of general laboratory supplies to the Therapeutics and Food segments based on headcount and presented such allocated expenditures separately from segment operational cash expenditures. Beginning January 1, 2020, such allocated expenditures are included within segment operational cash expenditures. Prior period information was presented consistent with the current period presentation. In January 2019, the Food segment moved into a new leased facility at Research Triangle Park, North Carolina. The Company determined that the Food segment is no longer deriving benefit from the Company’s centralized research and development expenditures for early stage research, nuclease development and the purchase of general laboratory supplies and, as such, all these expenditures are allocated to the Therapeutics segment. Certain reclassifications have been made to the presentation of reportable segments as centralized research and development expenditures are no longer reported separately. The reportable segment operational cash expenditures include cash disbursements for compensation, laboratory supplies, purchases of property, equipment and software and procuring services from CROs, CMOs and research organizations. Certain cost items are not allocated to the Company’s reportable segments. These cost items primarily consist of compensation and general operational expenses associated with the Company’s executive, business development, finance, operations, human resources and legal functions. The Company does not allocate non-cash income statement amounts to its reportable segments, such as share based compensation, depreciation and amortization, intangible asset impairment charges, non-cash interest expense and losses on the disposal of assets. When reconciling segment operating loss to consolidated loss from operations, the Company makes an adjustment to convert the cash expenditures to the accrual basis to reflect GAAP. Presented below is the financial information with respect to the Company’s reportable segments: For the Years Ended December 31, (in thousands) 2020 2019 Revenue: Therapeutics $ 21,863 $ 20,632 Food 2,422 1,606 Total segment revenue 24,285 22,238 Segment operational cash expenditures: Therapeutics $ 71,841 $ 70,059 Food 7,587 6,984 Total segment operational cash expenditures 79,428 77,043 Segment operating loss: Therapeutics $ (49,978 ) $ (49,427 ) Food (5,165 ) (5,378 ) Total segment operating loss $ (55,143 ) $ (54,805 ) Adjustments to reconcile segment operating loss to consolidated loss from operations Corporate general and administrative cash expenditures $ (30,090 ) $ (32,569 ) Interest income received included in segment operating loss (822 ) (4,267 ) Depreciation and amortization (8,777 ) (5,317 ) Amortization of right-of-use asset (1,036 ) - Share-based compensation (13,786 ) (8,940 ) Loss on disposal of assets 35 (22 ) Adjustments to reconcile cash expenditures to GAAP expenses (209 ) 18,716 Total consolidated loss from operations $ (109,828 ) $ (87,204 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events Closing of Development and License Agreement and Stock Purchase Agreement with Eli Lilly and Company On January 6, 2021, the Company and Eli Lilly and Company (“Lilly”) closed their previously announced Development and License Agreement (“the Development and License Agreement”) following clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and completed the transactions under their previously announced Stock Purchase Agreement (the “Stock Purchase Agreement”). In connection with the closing, the Company received an upfront cash payment of $100.0 million pursuant to the Development and License Agreement and received $35.0 million from Lilly’s purchase of 3,762,190 newly issued shares of the Company’s common stock pursuant to the Stock Purchase Agreement. Under the Development and License Agreement, the Company will collaborate with Lilly to discover and develop in vivo Pursuant to the Development and License Agreement, 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. No revenue was recognized under the Development and License agreement in the twelve months ended December 31, 2020. Duke License As a result of the closing of the Development and License Agreement in January 2021, we will be required to make payments under the Duke License of $3.0 million in 2021, net of any outstanding credits. Extension of Maturity date of Revolving Line with Pacific Western bank Pursuant to the terms of the Pacific Western Loan regarding the Company receiving cash from the issuance of the Company’s equity securities and/or from strategic partnerships, the maturity date of the Revolving Line was extended from June 23, 2022 to June 23, 2023 as a result of the proceeds received from Lilly in connection with the closing of the Development and License Agreement and Stock Purchase Agreement in January 2021. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 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 dedicated to improving life through the application of its pioneering, proprietary ARCUS genome editing platform to treat human diseases and create healthy and sustainable food and agricultural solutions. The Company is actively developing product candidates through two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on allogeneic CAR T cell immunotherapy and in vivo gene correction. The Food segment focuses on applying ARCUS to develop food and nutrition products through collaboration agreements with consumer-facing companies. The Company’s 100% owned subsidiary, Precision PlantSciences, Inc., was incorporated on January 4, 2012. Precision PlantSciences, Inc. amended its certificate of incorporation on January 16, 2018 to change its name to Elo Life Systems, Inc. Elo Life Systems Australia Pty Ltd was incorporated on May 29, 2018 as a 100% owned subsidiary of Elo Life Systems, Inc. Additionally, the Company’s 100% owned subsidiary, Precision BioSciences UK Limited, was incorporated on June 17, 2019. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. 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 high-risk, 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. On April 1, 2019, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 9,085,000 shares of its common stock at a public offering price of $16.00 per share and received approximately $130.5 million in net proceeds, after deducting underwriting discounts and commission of approximately $10.2 million and issuance costs of approximately $4.6 million. In connection with the IPO, on March 15, 2019 the Company effected a reverse split of shares of the Company’s common stock on a 1-for-2.134686 basis (the “Reverse Stock Split”) of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for the Company’s Series A and Series B preferred stock. Accordingly, all common shares, stock option shares, and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect this Reverse Stock Split and adjustment of the preferred stock conversion ratios. Authorized common shares were not affected by the Reverse Stock Split. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,301,190 shares of common stock at the applicable ratio then in effect and the outstanding convertible notes payable, including accrued interest, were settled into 2,921,461 shares of common stock. Subsequent to the closing of the IPO, there were no shares of Series A or Series B convertible preferred stock or convertible notes payable outstanding. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ from those estimates. Significant estimates include recording revenue for performance obligations recognized over time, determination of the fair value of share-based compensation grants and estimating services expended by third-party service providers used to recognize research and development expense. |
Basis of Presentation | Basis of Presentation These financial statements have been prepared in accordance with GAAP. Additionally, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company has not generated any revenue from product sales and does not expect to generate any revenue from the sale of product in the foreseeable future. During the year ended December 31, 2020, the Company incurred a net loss of $109.0 million and, as of December 31, 2020, has an accumulated deficit of $286.1 million. The Company has financed operations primarily through upfront payments from collaboration and licensing agreements, its initial public offering (“IPO”), and private placements of convertible preferred stock and convertible debt. The Company expects to incur additional operating losses and negative operating cash flows for the foreseeable future. Management believes that cash and cash equivalents as of December 31, 2020, cash payments received from Lilly in January 2021 in connection with the closing of the Development and License Agreement, expected operational receipts and available credit will allow the Company to continue its operations into 2023. In the absence of a significant source of recurring revenue, the continued viability of the Company beyond that point is dependent on its ability to continue to raise additional capital to finance its operations. There can be no assurance that the Company will be able to obtain sufficient capital to cover its costs on acceptable terms, if at all. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2020, the Company held an insignificant amount of cash equivalents. As of December 31, 2019, the Company held cash equivalents 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company may maintain cash deposits in financial institutions in excess of government insured limits. The Company regularly invests excess cash deposits in money market funds and repurchase agreements. The Company believes that the credit risk arising from the holdings of these financial instruments is mitigated by the fact that these securities are of short duration, government backed and of high credit rating. The Company has not experienced any losses on cash and cash equivalents to date. Revenue from two development and license agreements accounted for 16% and 74% of revenue during 2020 and 60% and 33% of revenue during 2019. One development and license agreement accounted for 98% of deferred revenue as of December 31, 2020. |
Deferred Equity Offering Costs | Deferred Equity Offering Costs The Company capitalizes incremental legal, professional accounting and other third-party fees directly associated with the Company’s planned equity offerings as other current assets until the equity offering is consummated. After consummation, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital. If the equity offering is aborted, any costs deferred are expensed immediately. |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software are stated at cost, net of depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. The depreciation and amortization periods for the Company’s significant property, equipment and software categories are as follows: Laboratory equipment 5 to 7 years Furniture and fixtures and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements that extend the useful life of the asset are capitalized. |
Intangible Assets | Intangible Assets Intangible assets primarily include licenses and patents. The Company capitalizes license fees paid to acquire access to proprietary technology if the technology is expected to have alternative future use in multiple research and development projects. The cost of licensed technology rights is amortized using the straight-line method over the estimated useful life of the technology. If the access to use the technology rights is one year or less, the cost is recorded as a prepaid expense and amortized over the period identified in the agreement. Amortization expense for licensed technology and capitalized patent costs is included in research and development expenses within the accompanying consolidated statement of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is assessed when future undiscounted cash flows are less than the assets’ carrying value and recognized when the carrying value of the asset exceeds fair value. Fair value is calculated by estimating the discounted future cash flows expected to be generated by the asset as well as other valuation techniques. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Lease liabilities and corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset were required for items such as prepaid and deferred rent. In calculating the present value of the lease payments, the Company has elected to apply the discount rate based on the remaining lease term as of the transition date, January 1, 2020. As the rate implicit in the lease is not readily determinable, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing leases. The operating right-of-use asset recorded on the balance sheet is amortized on a straight-line basis as lease expense. |
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. Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 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 year ended December 31, 2020, the Company recorded cumulative catch up adjustments that reduced revenue recognition by $5.2 million, in addition to a contract liability adjustment, for changes in total estimated effort to be incurred in the future to satisfy the performance obligation and changes to the transaction price related to variable consideration for development milestones that were constrained in prior periods. 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 consolidated 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 consolidated 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 accounting standards codification (“ASC”) ASC 808, Collaborative Arrangements For additional discussion of accounting for collaboration revenues, see Note 12, “Collaboration and license agreements.” |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities including salaries, benefits, share-based compensation, allocations for rent and facility costs, depreciation, preclinical manufacturing expenses, costs of services provided by contract research organizations (“CROs”) in connection with preclinical trials and contract manufacturing organizations (“CMOs”) engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. The Company is required to estimate accrued research and development expenses resulting from its obligations under contracts with CROs, CMOs, research organizations, service providers, vendors and consultants in connection with research and development activities. The financial terms of these contracts are subject to negotiations and vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate research and development expenses in its consolidated financial statements by matching those expenses with the period in which the services and efforts are expended. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the expense. In accruing fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the Company adjusts the accrual or amount of prepaid expense accordingly. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2020 and December 31, 2019, there was no difference between net loss and comprehensive loss in the accompanying consolidated financial statements. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2020 and December 31, 2019 given all potential shares of common stock are anti-dilutive as a result of the net loss. |
Share-Based Compensation | Share-Based Compensation The Company accounts for all share-based compensation, including stock options and the employee stock purchase plan at fair value and recognizes compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The fair value of each equity grant is estimated on the date of grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of the Company’s common stock and assumptions the Company makes for the expected volatility of its common stock, the expected term of the stock options, the risk-free interest rate for a period that approximates the expected term of the stock options and the Company’s expected dividend yield. As the Company has limited trading history, expected volatility is estimated based on the historical volatility of publicly traded peer companies and the Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its traded share price. The expected term of the options has been determined utilizing a weighted value considering actual exercise history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on the temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than the enactment of changes in the tax law or rates. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. |
Accounting Standards Updates | Accounting Standards Updates The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. The JOBS Act also exempts the Company from having to provide an auditor attestation of internal controls over financial reporting under Sarbanes-Oxley Act Section 404(b). The Company will remain an “emerging growth company” until the earliest of (i) December 31, 2024, (ii) the last day of the fiscal year in which it has total annual gross revenues of $1.07 billion or more, (iii) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (“SEC”), which generally is when it has more than $700 million in market value of its stock held by non-affiliates as of the prior June 30th. In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”). This standard was issued in order to improve comparability among organizations by recognizing lease assets and liabilities for all leases, with certain exceptions, on the balance sheet. The Company elected to early adopt ASC 842 on January 1, 2020, or the effective date, and used the effective date as its date of initial application. As such, the Company did not adjust prior period amounts. The Company also elected to utilize various practical expedients upon transition, which permits companies to not reassess lease identification, classification, and initial direct costs under ASC 842 for leases that commenced prior to the effective date. Upon adoption, the Company recorded lease liabilities of $11.6 million, right-of-use assets of $6.8 million, and a reduction of existing deferred rent balances of $4.8 million on the balance sheet as of January 1, 2020. In May 2014, the FASB, issued ASC 606, which superseded the revenue requirements in ASC 605. In 2015 and 2016, the FASB issued additional ASUs related to ASC 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identifying performance obligations, and licensing, and they include other improvements and practical expedients. Effective January 1, 2019, the Company adopted ASC 606 using the modified retrospective transition method. As a result of adopting ASC 606, the Company recorded a $1.0 million transition adjustment in the first quarter of 2019 to reduce the opening balance of accumulated deficit as of January 1, 2019 primarily as a result of the treatment of the up-front consideration received from the Company’s collaboration agreements under prior revenue recognition guidance. During the year ended December 31, 2020, the Company recorded $19.5 million in revenue that was included in deferred revenue as of December 31, 2019. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Depreciation and Amortization Periods for Property, Equipment and Software | The depreciation and amortization periods for the Company’s significant property, equipment and software categories are as follows: Laboratory equipment 5 to 7 years Furniture and fixtures and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life |
Property, Equipment and Softw_2
Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Equipment and Software | Property, equipment and software consisted of the following as of December 31 (in thousands): 2020 2019 Construction in progress $ 1,894 $ 697 Leasehold improvements 26,580 25,969 Software 394 328 Laboratory equipment 21,240 19,251 Office equipment 1,542 1,602 Furniture and fixtures 2,518 2,373 Total property, equipment and software 54,168 50,220 Less accumulated depreciation and amortization 19,078 10,649 Property, equipment and software - net $ 35,090 $ 39,571 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consisted of the following as of December 31 (in thousands): 2020 2019 License cost $ 1,831 $ 1,831 Less: accumulated amortization (340 ) (281 ) Less: impairments (118 ) (118 ) Intangible assets, net 1,373 1,432 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Years Ended December 31, 2020 2019 Employee $ 12,639 $ 8,354 Nonemployee 1,147 586 $ 13,786 $ 8,940 |
Schedule of Stock-Based Compensation Expense | Share-based compensation expense is included in the following line items in the consolidated statements of operations (in thousands): Years Ended December 31, 2020 2019 Research and development $ 8,338 $ 5,639 General and administrative 5,448 3,301 $ 13,786 $ 8,940 |
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 as follows: Years Ended December 31, 2020 2019 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 73.70 % 68.25 % Weighted-average risk-free interest rate 0.60 % 1.98 % Expected term of options (in years) 6.55 6.61 Weighted-average fair value per option $ 4.81 $ 7.62 |
Summary of Activity of Option Plans | The following table summarizes activity in the Company’s stock option plans for the years ended December 31, 2020 and December 31, 2019: Outstanding Option Shares Weighted- Average Exercise Price Balance as of January 1, 2019 7,763,464 5.00 Granted 2,647,236 11.64 Exercised (940,940 ) 1.34 Forfeited/canceled (550,644 ) 10.47 Balance as of December 31, 2019 8,919,116 7.02 Granted 4,011,728 7.26 Exercised (1,411,188 ) 0.49 Forfeited/canceled (975,386 ) 8.17 Balance as of December 31, 2020 10,544,270 7.88 |
Summary of Stock Options Granted under the Stock Option Plans are Vested or Expected to Vest | The following table summarizes certain information about stock options granted under the stock option plans which are vested or expected to vest as of December 31, 2020 and December 31, 2019. Years Ended December 31, Number of Options Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price 2020 Expected to be exercisable 10,544,270 7.23 $ 7.88 2020 Currently exercisable 4,582,708 5.48 $ 6.69 2019 Expected to be exercisable 8,919,116 7.19 $ 7.02 2019 Currently exercisable 4,082,663 5.08 $ 3.12 |
Summary of Stock Options Outstanding under the Stock Option Plans | The following table summarizes certain information about stock options outstanding under the stock option plans for the years ending December 31, 2020 and December 31, 2019, respectively: Year Ended December 31, 2020 Exercise price Number of Options Outstanding Weighted- Average Remaining Life Number of Options Exercisable $0.01 - $0.04 717,949 0.61 717,949 $0.41 - $1.20 1,472,717 5.11 1,364,991 $5.67 - $9.46 4,414,103 8.75 494,811 $10.17 - $13.80 3,874,957 7.58 1,954,663 $14.91 - $16.00 64,544 4.51 50,294 10,544,270 4,582,708 Year Ended December 31, 2019 Exercise price Number of Options Outstanding Weighted- Average Remaining Life Number of Options Exercisable $0.01 - $0.04 1,385,203 1.50 1,385,203 $0.41 - $1.20 2,310,993 6.32 1,721,811 $7.74 - $9.46 1,266,454 9.44 131,644 $10.17 - $13.80 3,891,922 8.96 844,005 $14.91 - $16.00 64,544 9.59 — 8,919,116 4,082,663 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The elements of lease expense were as follows: (in thousands) Year Ended December 31, 2020 Lease Cost Operating lease cost $ 1,922 Short-term lease cost 405 Variable lease cost 926 Total Lease Cost $ 3,253 Other Information Operating cash flows used for operating leases 2,755 Operating lease liabilities arising from obtaining right-of-use assets 623 Operating Leases Weighted average remaining lease term (in years) 4.7 Operating Leases Weighted average discount rate 7.9 % |
Schedule of Future Lease Payments under Non- Canceleable Leases | Future lease payments under non-cancelable leases with terms of greater than one year as of December 31, 2020, were as follows: (in thousands) December 31, 2020 2021 $ 2,685 2022 2,769 2023 2,848 2024 2,134 2025 1,086 2026 and beyond 1,108 Total lease payments 12,630 Less: imputed interest 2,111 Total operating lease liabilities $ 10,519 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Years Ended December 31, 2020 2019 Outstanding share-based compensation awards 10,544,270 4,032,359 Total 10,544,270 4,032,359 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands): Years Ended December 31, 2020 2019 Noncurrent deferred tax assets: Net operating loss carryforwards $ 39,264 $ 23,358 Contribution carryforwards 39 34 Deferred rent — 1,099 Lease liability 2,336 — Deferred revenue 18,684 13,172 Other assets 5,015 2,444 Tax credits 15,959 9,090 Less: valuation allowance (79,273 ) (47,734 ) Total deferred tax assets, noncurrent 2,024 1,463 Noncurrent deferred tax liability: Property and equipment 601 1,463 Right of use asset 1,423 — Total deferred tax liabilities, noncurrent 2,024 1,463 Net deferred tax assets $ — $ — |
Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit | The reasons for the difference between actual income tax benefit for the years ended December 31, 2020 and December 31, 2019 and the amount computed by applying the statutory federal income tax rate to losses before income tax benefit are as follows (in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Amount % of Pre-Tax Earnings Amount % of Pre-Tax Earnings Income tax expense at statutory rate $ (22,887 ) 21.0 % $ (19,505 ) 21.0 % State income taxes, net of federal tax benefit (1,309 ) 1.2 % (1,827 ) 2.0 % Non-deductible expenses (963 ) 0.9 % 1,784 (1.9 %) R&D and orphan drug credits (6,869 ) 6.3 % (4,810 ) 5.1 % Other 7 0.1 % (639 ) 0.7 % Change in state tax rate 512 (0.6 %) — 0.0 % Change in valuation allowance 31,532 (28.9 %) 24,997 (26.9 %) Income tax (benefit) expense $ 23 0.0 % $ — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following represents assets measured at fair value on a recurring basis by the Company (in thousands): December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 10 $ 10 $ — $ — Repurchase agreements — — — — $ 10 $ 10 $ — $ — December 31, 2019 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 3,395 $ 3,395 $ — $ — Repurchase agreements 173,000 — 173,000 — $ 176,395 $ 3,395 $ 173,000 $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Financial Information with Respect to Company's Reportable Segments | Presented below is the financial information with respect to the Company’s reportable segments: For the Years Ended December 31, (in thousands) 2020 2019 Revenue: Therapeutics $ 21,863 $ 20,632 Food 2,422 1,606 Total segment revenue 24,285 22,238 Segment operational cash expenditures: Therapeutics $ 71,841 $ 70,059 Food 7,587 6,984 Total segment operational cash expenditures 79,428 77,043 Segment operating loss: Therapeutics $ (49,978 ) $ (49,427 ) Food (5,165 ) (5,378 ) Total segment operating loss $ (55,143 ) $ (54,805 ) Adjustments to reconcile segment operating loss to consolidated loss from operations Corporate general and administrative cash expenditures $ (30,090 ) $ (32,569 ) Interest income received included in segment operating loss (822 ) (4,267 ) Depreciation and amortization (8,777 ) (5,317 ) Amortization of right-of-use asset (1,036 ) - Share-based compensation (13,786 ) (8,940 ) Loss on disposal of assets 35 (22 ) Adjustments to reconcile cash expenditures to GAAP expenses (209 ) 18,716 Total consolidated loss from operations $ (109,828 ) $ (87,204 ) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Apr. 01, 2019USD ($)$ / sharesshares | Mar. 15, 2019 | Dec. 31, 2020USD ($)Segmentshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018 | Jan. 01, 2020USD ($) | Jan. 01, 2019USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue recorded included in deferred revenue | $ 19,500,000 | ||||||
Date of incorporation | Jan. 26, 2006 | ||||||
Number Of Reportable Segments | Segment | 2 | ||||||
issuance costs | $ 2,622,000 | ||||||
Stockholders' equity, reverse stock split | 1-for-2.134686 | ||||||
Preferred stock, shares outstanding | shares | 0 | 0 | |||||
Net income loss | $ 109,006,000 | $ 92,877,000 | |||||
Retained earnings accumulated deficit | 286,073,000 | 177,067,000 | |||||
Revenue recognition for changes in total estimated time to be incurred in the future to satisfy the performance obligation | $ (5,200,000) | ||||||
Tax benefits recognized,likelihood upon ultimate settlement | The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||||||
Annual gross revenues | $ 1,070,000,000 | ||||||
Issued nonconvertible debt | 1,000,000,000 | ||||||
Operating Lease, Liability | 10,519,000 | $ 11,600 | |||||
Right-of-use assets—net | 6,410,000 | 6,800 | |||||
Deferred Rent Credit | $ 4,800 | ||||||
Transition adjustment to opening balance of accumulated deficit | (286,073,000) | $ (177,067,000) | |||||
ASU 2014-09 | Adjustments | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Retained earnings accumulated deficit | $ 1,000,000 | ||||||
Transition adjustment to opening balance of accumulated deficit | $ (1,000,000) | ||||||
Maximum | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Market value of common stock not held by non-affiliates | $ 700,000,000 | ||||||
Development Member | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 16.00% | 60.00% | |||||
Deferred Revenue | 98.00% | ||||||
Licensing Agreements | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 74.00% | 33.00% | |||||
Deferred Revenue | 98.00% | ||||||
Common Stock | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Issuance of common stock upon conversion of convertible notes, shares | shares | 2,921,461 | ||||||
Initial Public Offering ("IPO") | Series A and Series B Convertible Preferred Stock | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Preferred stock, shares outstanding | shares | 0 | ||||||
Initial Public Offering ("IPO") | Common Stock | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Shares issued and sold | shares | 9,085,000 | ||||||
Shares issued and sold, public offering price | $ / shares | $ 16 | ||||||
Proceeds from issuance, net of underwriting discounts, commissions and issuance cost | $ 130,500,000 | ||||||
Underwriting discount and commission | 10,200,000 | ||||||
issuance costs | $ 4,600,000 | ||||||
Initial Public Offering ("IPO") | Common Stock | Convertible Notes Payable (2019 Notes) | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Issuance of common stock upon conversion of convertible notes, shares | shares | 2,921,461 | ||||||
Initial Public Offering ("IPO") | Common Stock | Series A and Series B Convertible Preferred Stock | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Issuance of common stock upon conversion of convertible notes, shares | shares | 22,301,190 | ||||||
Precision PlantSciences, Inc. | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Date of incorporation | Jan. 4, 2012 | ||||||
Percentage owned in subsidiary | 100.00% | ||||||
Amended date of incorporation | Jan. 16, 2018 | ||||||
Amended name of incorporation | Elo Life Systems, Inc. | ||||||
Elo Life Systems Australia Pty Ltd | Subsidiary Issuer | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Date of incorporation | May 29, 2018 | ||||||
Percentage owned in subsidiary | 100.00% | ||||||
Precision BioSciences UK Limited | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Date of incorporation | Jun. 17, 2019 | ||||||
Percentage owned in subsidiary | 100.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization Periods of Property, Equipment and Software (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Leasehold improvements | Lesser of remaining lease term or useful life |
Laboratory Equipment | Minimum [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Laboratory Equipment | Maximum | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Property Plant And Equipment Useful Life | 7 years |
Furniture and Fixtures and Office Equipment | Minimum [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Furniture and Fixtures and Office Equipment | Maximum | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Property, Equipment and Softw_3
Property, Equipment and Software - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | $ 54,168 | $ 50,220 |
Less accumulated depreciation and amortization | 19,078 | 10,649 |
Property, equipment and software - net | 35,090 | 39,571 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 1,894 | 697 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 26,580 | 25,969 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 394 | 328 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 21,240 | 19,251 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | 1,542 | 1,602 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property, equipment and software | $ 2,518 | $ 2,373 |
Property, Equipment and Softw_4
Property, Equipment and Software - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 8,777 | $ 5,317 |
Property, Equipment, Leasehold Improvements and Software | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 8,700 | $ 5,300 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
License cost | $ 1,831 | $ 1,831 |
Less: accumulated amortization | (340) | (281) |
Less: impairments | (118) | (118) |
Intangible assets, net | $ 1,373 | $ 1,432 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets mortization expense 2026 and beyond | $ 0.7 | |
Maximum | ||
Amortization of intangible assets | 0.1 | $ 0.1 |
Intangible assets amortization expense for 2021 | 0.1 | |
Intangible assets amortization expense for 2022 | 0.1 | |
Intangible assets amortization expense for 2023 | 0.1 | |
Intangible assets amortization expense for 2024 | 0.1 | |
Intangible assets amortization expense for 2025 | $ 0.1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Apr. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Stockholders' Equity [Line Items] | |||
Preferred stock, shares outstanding | 0 | 0 | |
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 |
Common Stock | |||
Stockholders' Equity [Line Items] | |||
Common stock issued upon conversion of convertible preferred stock or convertible notes payable | 2,921,461 | ||
Initial Public Offering ("IPO") | Series A and Series B Convertible Preferred Stock | |||
Stockholders' Equity [Line Items] | |||
Preferred stock, shares outstanding | 0 | ||
Initial Public Offering ("IPO") | Common Stock | Convertible Notes Payable (2019 Notes) | |||
Stockholders' Equity [Line Items] | |||
Common stock issued upon conversion of convertible preferred stock or convertible notes payable | 2,921,461 | ||
Initial Public Offering ("IPO") | Common Stock | Series A and Series B Convertible Preferred Stock | |||
Stockholders' Equity [Line Items] | |||
Common stock issued upon conversion of convertible preferred stock or convertible notes payable | 22,301,190 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Mar. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Jan. 01, 2020 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options outstanding | 10,544,270 | 10,544,270 | 8,919,116 | 7,763,464 | |||
Shares issued/granted during period | 4,011,728 | 2,647,236 | |||||
Share Based Compensation Expense Related To E S P P | $ 0.4 | $ 0.4 | $ 0.1 | ||||
Intrinsic value of Stock options exercised | 10.3 | 10.3 | $ 10.6 | ||||
Unrecognized compensation cost | $ 30.5 | $ 30.5 | |||||
Weighted-average period for recognition of compensation cost | 2 years 6 months | ||||||
2006 and 2015 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Remaining shares available to be granted | 0 | 0 | |||||
Options outstanding | 5,031,848 | 5,031,848 | |||||
2019 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Increase in common stock available for issuance | 1,933,781 | 4,750,000 | 1,933,781 | 4,153,915 | |||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 4.00% | ||||||
Shares issued/granted during period | 5,512,422 | ||||||
2019 ESPP | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 1.00% | ||||||
Common stock reserved for issuance | 910,324 | 525,000 | 910,324 | ||||
Maximum shares allowed to be issued under ESPP | 126,228 | 5,250,000 | 126,228 | ||||
Purchase of common stock through payroll deductions expressed in percentage of fair market value | 85.00% | ||||||
2019 ESPP | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Increase in common stock available for issuance | 1,038,478 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 13,786 | $ 8,940 |
Employee | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 12,639 | 8,354 |
Nonemployee | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 1,147 | $ 586 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 13,786 | $ 8,940 |
Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 13,786 | 8,940 |
Research and Development | Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 8,338 | 5,639 |
General and Administrative | Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 5,448 | $ 3,301 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Estimated dividend yield | 0.00% | 0.00% |
Weighted-average expected stock price volatility | 73.70% | 68.25% |
Weighted-average risk-free interest rate | 0.60% | 1.98% |
Expected term of options (in years) | 6 years 6 months 18 days | 6 years 7 months 9 days |
Weighted-average fair value per option | $ 4.81 | $ 7.62 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity of Option Plans (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding Option Shares, Beginning Balance | 8,919,116 | 7,763,464 |
Option, Granted | 4,011,728 | 2,647,236 |
Option, Exercised | (1,411,188) | (940,940) |
Option, Forfeited/cancelled | (975,386) | (550,644) |
Outstanding Option Shares, Ending Balance | 10,544,270 | 8,919,116 |
Weighted-Average Exercise Price Outstanding at Beginning Balance | $ 7.02 | $ 5 |
Weighted-Average Exercise Price, Granted | 7.26 | 11.64 |
Weighted-Average Exercise Price, Exercised | 0.49 | 1.34 |
Weighted-Average Exercise Price, Forfeited/canceled | 8.17 | 10.47 |
Weighted-Average Exercise Price Outstanding at Ending Balance | $ 7.88 | $ 7.02 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Options Granted under the Stock Option Plans are Vested or Expected to Vest (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected to be exercisable, Number of Options | 10,544,270 | 8,919,116 |
Currently exercisable, Number of Options | 4,582,708 | 4,082,663 |
Expected to be exercisable, Weighted-?Average Remaining Contractual Life (in years) | 7 years 2 months 23 days | 7 years 2 months 8 days |
Currently exercisable, Weighted-?Average Remaining Contractual Life (in years) | 5 years 5 months 23 days | 5 years 29 days |
Expected to be exercisable, Weighted-?Average Exercise Price | $ 7.88 | $ 7.02 |
Currently exercisable, Weighted-?Average Exercise Price | $ 6.69 | $ 3.12 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Stock Option Outstanding under the Stock Option Plans (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 10,544,270 | 8,919,116 |
Number of Options Exercisable | 4,582,708 | 4,082,663 |
$0.01 - $0.04 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower limit | $ 0.01 | $ 0.01 |
Exercise price, upper limit | $ 0.04 | $ 0.04 |
Number of Options Outstanding | 717,949 | 1,385,203 |
Weighted- Average Remaining Life | 7 months 9 days | 1 year 6 months |
Number of Options Exercisable | 717,949 | 1,385,203 |
$0.41 - $1.20 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower limit | $ 0.41 | $ 0.41 |
Exercise price, upper limit | $ 1.20 | $ 1.20 |
Number of Options Outstanding | 1,472,717 | 2,310,993 |
Weighted- Average Remaining Life | 5 years 1 month 9 days | 6 years 3 months 25 days |
Number of Options Exercisable | 1,364,991 | 1,721,811 |
$5.67 - $9.46 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower limit | $ 5.67 | |
Exercise price, upper limit | $ 9.46 | |
Number of Options Outstanding | 4,414,103 | |
Weighted- Average Remaining Life | 8 years 9 months | |
Number of Options Exercisable | 494,811 | |
$10.17 - $13.80 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower limit | $ 10.17 | $ 10.17 |
Exercise price, upper limit | $ 13.80 | $ 13.80 |
Number of Options Outstanding | 3,874,957 | 3,891,922 |
Weighted- Average Remaining Life | 7 years 6 months 29 days | 8 years 11 months 15 days |
Number of Options Exercisable | 1,954,663 | 844,005 |
$14.91 - $16.00 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower limit | $ 14.91 | $ 14.91 |
Exercise price, upper limit | $ 16 | $ 16 |
Number of Options Outstanding | 64,544 | 64,544 |
Weighted- Average Remaining Life | 4 years 6 months 3 days | 9 years 7 months 2 days |
Number of Options Exercisable | 50,294 | |
$7.74 - $9.46 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Exercise price, lower limit | $ 7.74 | |
Exercise price, upper limit | $ 9.46 | |
Number of Options Outstanding | 1,266,454 | |
Weighted- Average Remaining Life | 9 years 5 months 8 days | |
Number of Options Exercisable | 131,644 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2011 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Defined contribution plan, Administrative fees | $ 0.1 | $ 0.1 | |
Defined contribution plan, Employer matching contribution percentage of match | 100.00% | ||
Defined Contribution Plan, Company made contribution to the retirement plan | $ 0.8 | $ 0.6 | |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, Employer matching contribution, percent of employees' gross pay | 4.00% |
Commitments and Contingencies -
Commitments and Contingencies - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lease Cost | |
Operating lease cost | $ 1,922 |
Short-term lease cost | 405 |
Variable lease cost | 926 |
Total Lease Cost | 3,253 |
Other Information | |
Operating cash flows used for operating leases | 2,755 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 623 |
Weighted average remaining lease term (in years) | 4 years 8 months 12 days |
Weighted average discount rate | 7.90% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Lease Payments under Non- Canceleable Leases (Details) - USD ($) | Dec. 31, 2020 | Jan. 01, 2020 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
2021 | $ 2,685,000 | |
2022 | 2,769,000 | |
2023 | 2,848,000 | |
2024 | 2,134,000 | |
2025 | 1,086,000 | |
2026 and beyond | 1,108,000 | |
Total lease payments | 12,630,000 | |
Less: imputed interest | 2,111,000 | |
Total operating lease liabilities | $ 10,519,000 | $ 11,600 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Supply Agreements | |
Commitments And Contingencies [Line Items] | |
Agreement termination notice period | 1 year |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities excluded from computation of earnings per share | 10,544,270 | 4,032,359 |
Outstanding Share-Based Compensation Awards | ||
Anti-dilutive securities excluded from computation of earnings per share | 10,544,270 | 4,032,359 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2022 | Apr. 01, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 23, 2020 |
Debt Instrument [Line Items] | ||||||
Change in fair value of convertible note payable | $ 9,758 | |||||
Revolving Line [Member] | Pacific Western Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principle amount | $ 30,000 | |||||
Maturity of line of credit | Jun. 23, 2023 | |||||
Borrowings | $ 0 | |||||
Interest rate during period | 6.00% | |||||
Revolving Line [Member] | Pacific Western Loan Agreement | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis point added to the prime rate | 2.75% | |||||
Revolving Line [Member] | Pacific Western Loan Agreement | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Required balance of unrestricted cash at bank | $ 10,000 | |||||
Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock issued upon settlement convertible promissory notes | 2,921,461 | |||||
Convertible Notes Payable (2019 Notes) | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 39,600 | $ 39,600 | ||||
Notes accrued interest rate | 6.00% | |||||
Settlement price equal on IPO price per Share | 85.00% | |||||
Settlement Price Per Share | $ 13.60 | |||||
Fair value of notes | $ 49,400 | |||||
Change in fair value of convertible note payable | $ 9,800 | |||||
Interest expense | $ 200 | |||||
Convertible Notes Payable (2019 Notes) | Initial Public Offering | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock issued upon settlement convertible promissory notes | 2,921,461 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Increase (decrease) in valuation allowance of net deferred tax assets | $ 31,500,000 | |
Net Operating loss carry forwards expiration year | 2025 | |
Undistributed earnings | $ 0 | $ 0 |
Ownership percentage change in outstanding common stock period | 3 years | |
Ownership percentage in outstanding common stock | 50.00% | |
Uncertain tax position | $ 0 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 |
GILTI tax expense | 0 | 0 |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 172,700,000 | 101,300,000 |
Net operating loss carryforwards, subject to expiration | $ 19,700,000 | |
Net operating loss carry forward subject to expiration begin year | 2030 | |
Net operating loss carryforwards not subject to expiration | $ 153,000,000 | |
Federal contribution carryforwards | $ 200,000 | $ 100,000 |
Federal contribution expiration beginning year | 2021 | 2021 |
Federal | Research and Development | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforwards | $ 9,900,000 | $ 7,200,000 |
Tax credit carry forwards expiration beginning year | 2027 | 2027 |
Federal | Orphan Drug Tax Credit Carry forward | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforwards | $ 6,000,000 | $ 1,800,000 |
Tax credit carry forwards expiration beginning year | 2038 | 2038 |
State | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 116,500,000 | $ 101,700,000 |
State | Research and Development | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carry forwards expiration beginning year | 2030 | 2030 |
Foreign | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 600,000 | $ 400,000 |
Maximum | ||
Income Tax Disclosure [Line Items] | ||
State income tax expense | 100,000 | |
Maximum | State | Research and Development | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforwards | $ 100,000 | $ 100,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Noncurrent deferred tax assets: | ||
Net operating loss carryforwards | $ 39,264 | $ 23,358 |
Contribution carryforwards | 39 | 34 |
Deferred rent | 1,099 | |
Lease liability | 2,336 | |
Deferred revenue | 18,684 | 13,172 |
Other assets | 5,015 | 2,444 |
Tax credits | 15,959 | 9,090 |
Less: valuation allowance | (79,273) | (47,734) |
Total deferred tax assets, noncurrent | 2,024 | 1,463 |
Noncurrent deferred tax liability: | ||
Property and equipment | 601 | 1,463 |
Right of use asset | 1,423 | |
Total deferred tax liabilities, noncurrent | $ 2,024 | $ 1,463 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of income taxes amount, Amount | ||
Income tax expense at statutory rate, Amount | $ (22,887) | $ (19,505) |
State income taxes, net of federal tax benefit, Amount | (1,309) | (1,827) |
Non-deductible expenses, Amount | (963) | 1,784 |
R&D and orphan drug credits, Amount | (6,869) | (4,810) |
Other, Amount | 7 | (639) |
Change in state tax rate | 512 | |
Change in valuation allowance, Amount | 31,532 | $ 24,997 |
Income tax (benefit) expense | $ 23 | |
Reconciliation of income taxes rate, Percentage | ||
Income tax expense at statutory rate, Percentage | 21.00% | 21.00% |
State income taxes, net of federal tax benefit, Percentage | 1.20% | 2.00% |
Non-deductible expenses, Percentage | 0.90% | (1.90%) |
R&D and orphan drug credits, Percentage | 6.30% | 5.10% |
Other, Percentage | 0.10% | 0.70% |
Change in state tax rate | (0.60%) | 0.00% |
Change in valuation allowance, Percentage | (28.90%) | (26.90%) |
Total effective tax rate | 0.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 10 | $ 176,395 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 10 | 3,395 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 173,000 | |
Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 173,000 | |
Repurchase Agreements | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 173,000 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 10 | 3,395 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 10 | $ 3,395 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Details) - USD ($) | Feb. 24, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaboration and License Agreements [Line items] | |||
Recognized revenue under agreement | $ 19,500,000 | ||
Deferred revenue | 30,236,000 | $ 16,486,000 | |
Revenue | $ 24,285,000 | 22,238,000 | |
Servier | |||
Collaboration and License Agreements [Line items] | |||
Milestone payment description | Servier selected one target at the agreement’s inception and, in 2020, selected two additional hematological cancer targets beyond CD19 and two new solid tumor targets. Servier is required to make a milestone payment to the Company upon achievement of an early-stage pre- investigational new drug application (“IND”) development milestone event completed for each of the four targets selected after execution of the contract. | ||
Servier | Development and Commercial License Agreement | |||
Collaboration and License Agreements [Line items] | |||
Upfront payment | $ 105,000,000 | ||
Recognized revenue under agreement | $ 18,000,000 | 7,300,000 | |
Deferred revenue related to agreement | 82,900,000 | 80,900,000 | |
Servier | Development and Commercial License Agreement | Current Liabilities | |||
Collaboration and License Agreements [Line items] | |||
Deferred revenue | 28,900,000 | 15,000,000 | |
Servier | Development and Commercial License Agreement | Maximum | |||
Collaboration and License Agreements [Line items] | |||
Total payments to be received | 1,400,000,000 | ||
Aggregate milestone payments | 1,300,000,000 | ||
Development milestone payments | 329,300,000 | ||
Commercial milestone payments | $ 925,000,000 | ||
Gilead | Collaboration and License Agreement | |||
Collaboration and License Agreements [Line items] | |||
Deferred revenue | 0 | 1,500,000 | |
Revenue | 3,900,000 | $ 13,300,000 | |
Development or sales-based milestone payments | $ 0 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details 1) - Servier - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 $ in Millions | Feb. 24, 2016USD ($) |
Collaboration and License Agreements [Line items] | |
Revenue from upfront payment | $ 105 |
Estimated period performance obligation | 5 years |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number Of Reportable Segments | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information with Respect to Company's Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 24,285 | $ 22,238 |
Loss from operations | (109,828) | (87,204) |
Adjustments to reconcile segment operating loss to consolidated loss from operations | ||
Interest income received included in segment operating loss | (822) | (4,267) |
Depreciation and amortization | (8,777) | (5,317) |
Amortization of right-of-use asset | (1,036) | |
Share-based compensation | (13,786) | (8,940) |
Loss on disposal of assets | (35) | (22) |
Loss from operations | (109,828) | (87,204) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 24,285 | 22,238 |
Total segment operational cash expenditures | 79,428 | 77,043 |
Loss from operations | (55,143) | (54,805) |
Adjustments to reconcile segment operating loss to consolidated loss from operations | ||
Loss from operations | (55,143) | (54,805) |
Operating Segments | Therapeutics | ||
Segment Reporting Information [Line Items] | ||
Revenue | 21,863 | 20,632 |
Total segment operational cash expenditures | 71,841 | 70,059 |
Loss from operations | (49,978) | (49,427) |
Adjustments to reconcile segment operating loss to consolidated loss from operations | ||
Loss from operations | (49,978) | (49,427) |
Operating Segments | Food | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,422 | 1,606 |
Total segment operational cash expenditures | 7,587 | 6,984 |
Loss from operations | (5,165) | (5,378) |
Adjustments to reconcile segment operating loss to consolidated loss from operations | ||
Loss from operations | (5,165) | (5,378) |
Segment Reconciling Items | ||
Adjustments to reconcile segment operating loss to consolidated loss from operations | ||
Corporate general and administrative cash expenditures | (30,090) | (32,569) |
Interest income received included in segment operating loss | (822) | (4,267) |
Depreciation and amortization | (8,777) | (5,317) |
Amortization of right-of-use asset | (1,036) | |
Share-based compensation | (13,786) | (8,940) |
Loss on disposal of assets | 35 | (22) |
Adjustments to reconcile cash expenditures to GAAP expenses | $ (209) | $ 18,716 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Apr. 15, 2022 | Jan. 06, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Newly issued common stock shares | 53,503,124 | 51,965,708 | ||
Revenue recognized | $ 24,285,000 | $ 22,238,000 | ||
Revolving Line [Member] | Pacific Western Loan Agreement | ||||
Subsequent Event [Line Items] | ||||
Extended maturity of line of credit | Jun. 23, 2023 | |||
Subsequent Event | Revolving Line [Member] | Pacific Western Loan Agreement | ||||
Subsequent Event [Line Items] | ||||
Extended maturity of line of credit | Jun. 23, 2023 | |||
Subsequent Event | Lilly | Stock Purchase Agreement | ||||
Subsequent Event [Line Items] | ||||
Amount Received from Lilly purchase of shares | $ 35,000,000 | |||
Newly issued common stock shares | 3,762,190 | |||
Development and License Agreement | ||||
Subsequent Event [Line Items] | ||||
Milestone payments to be received for additional targets | 420,000,000 | |||
Revenue recognized | $ 0 | |||
Development and License Agreement | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Upfront cash payment | $ 100,000,000 | |||
Duke License | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Payment under duke license net of any outstanding credits | $ 3,000,000 |