Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38853 | |
Entity Registrant Name | NGM BIOPHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1679911 | |
Entity Address, Address Line One | 333 Oyster Point Boulevard | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 243-5555 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | NGM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,726,113 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001426332 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 101,449 | $ 151,795 | |
Short-term marketable securities | 198,701 | 214,458 | |
Related party receivable from collaboration | 4,380 | 4,945 | |
Prepaid expenses and other current assets | 11,170 | 8,082 | |
Total current assets | 315,700 | 379,280 | |
Property and equipment, net | 8,320 | 10,071 | |
Operating lease right-of-use asset | 2,596 | 4,045 | |
Restricted cash | 3,954 | 1,499 | |
Other non-current assets | 5,296 | 7,492 | |
Total assets | 335,866 | 402,387 | |
Current liabilities: | |||
Accounts payable | 3,565 | 5,246 | |
Accrued liabilities | 32,757 | 33,258 | |
Operating lease liability, current | 5,307 | 5,077 | |
Contract liabilities | 6,967 | 17,774 | |
Total current liabilities | 48,596 | 61,355 | |
Operating lease liability, non-current | 1,381 | 5,385 | |
Total liabilities | 49,977 | 66,740 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 | |
Common stock, $0.001 par value; 400,000 shares authorized; 81,714 and 77,962 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 82 | 78 | |
Additional paid-in capital | 831,918 | 754,664 | |
Accumulated other comprehensive loss | (915) | (129) | |
Accumulated deficit | (545,196) | (418,966) | |
Total stockholders' equity | 285,889 | 335,647 | |
Total liabilities and stockholders' equity | $ 335,866 | $ 402,387 | |
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in shares) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 81,714,000 | 77,962,000 |
Common stock, shares outstanding (in shares) | 81,714,000 | 77,962,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Related party revenue | $ 7,911 | $ 18,575 | $ 37,152 | $ 56,923 |
Operating expenses: | ||||
Research and development | 46,106 | 38,714 | 134,345 | 122,983 |
General and administrative | 10,109 | 8,867 | 30,759 | 27,411 |
Total operating expenses | 56,215 | 47,581 | 165,104 | 150,394 |
Loss from operations | (48,304) | (29,006) | (127,952) | (93,471) |
Interest income, net | 965 | 106 | 1,684 | 335 |
Other income, net | 78 | 35 | 38 | 35 |
Net loss | $ (47,261) | $ (28,865) | $ (126,230) | $ (93,101) |
Net loss per share, basic (in dollars per share) | $ (0.59) | $ (0.37) | $ (1.59) | $ (1.21) |
Net loss per share, diluted (in dollars per share) | $ (0.59) | $ (0.37) | $ (1.59) | $ (1.21) |
Weighted average shares used to compute net loss per share, basic (in shares) | 80,623 | 77,409 | 79,331 | 76,852 |
Weighted average shares used to compute net loss per share, diluted (in shares) | 80,623 | 77,409 | 79,331 | 76,852 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (47,261) | $ (28,865) | $ (126,230) | $ (93,101) |
Other comprehensive gain (loss), net of tax: | ||||
Net unrealized gain (loss) on available-for-sale marketable securities | 162 | (16) | (786) | (15) |
Total comprehensive loss | $ (47,099) | $ (28,881) | $ (127,016) | $ (93,116) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Other Comprehensive Gain (Loss) | Accumulated Deficit | |
Beginning balance (in shares) at Dec. 31, 2020 | 70,583 | |||||
Beginning balance at Dec. 31, 2020 | $ 280,043 | $ 71 | $ 578,599 | $ 4 | $ (298,631) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under offering, net of issuance costs (in shares) | 5,324 | |||||
Issuance of common stock under offering, net of issuance costs | 134,570 | $ 5 | 134,565 | |||
Issuance of common stock upon exercise of stock options (in shares) | 1,001 | |||||
Issuance of common stock upon exercise of stock options | 5,907 | $ 1 | 5,906 | |||
Vesting of common stock from early exercises (in shares) | 5 | |||||
Vesting of common stock from early exercises | 41 | 41 | ||||
Stock-based compensation expense | 6,582 | 6,582 | ||||
Comprehensive income (loss) | (22) | (22) | ||||
Net loss | (27,544) | (27,544) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 76,913 | |||||
Ending balance at Mar. 31, 2021 | 399,577 | $ 77 | 725,693 | (18) | (326,175) | |
Beginning balance (in shares) at Dec. 31, 2020 | 70,583 | |||||
Beginning balance at Dec. 31, 2020 | 280,043 | $ 71 | 578,599 | 4 | (298,631) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (93,101) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 77,662 | |||||
Ending balance at Sep. 30, 2021 | 354,039 | $ 78 | 745,704 | (11) | (391,732) | |
Beginning balance (in shares) at Mar. 31, 2021 | 76,913 | |||||
Beginning balance at Mar. 31, 2021 | 399,577 | $ 77 | 725,693 | (18) | (326,175) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under offering, net of issuance costs | 10 | 10 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 110 | |||||
Issuance of common stock under employee stock purchase plan | 1,409 | 1,409 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 280 | |||||
Issuance of common stock upon exercise of stock options | 1,905 | 1,905 | ||||
Issuance of common stock to participants in 401(k) Plan (in shares) | 4 | |||||
Issuance of common stock to participants in 401(k) plan | 125 | 125 | ||||
Vesting of common stock from early exercises | 2 | 2 | ||||
Stock-based compensation expense | 6,716 | 6,716 | ||||
Comprehensive income (loss) | 23 | 23 | ||||
Net loss | (36,692) | (36,692) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 77,307 | |||||
Ending balance at Jun. 30, 2021 | 373,075 | $ 77 | 735,860 | 5 | (362,867) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under offering, net of issuance costs (in shares) | 7 | |||||
Issuance of common stock under offering, net of issuance costs | 196 | 196 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 348 | |||||
Issuance of common stock upon exercise of stock options | 3,282 | $ 1 | 3,281 | |||
Vesting of common stock from early exercises | 2 | 2 | ||||
Stock-based compensation expense | 6,365 | 6,365 | ||||
Comprehensive income (loss) | (16) | (16) | ||||
Net loss | (28,865) | (28,865) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 77,662 | |||||
Ending balance at Sep. 30, 2021 | 354,039 | $ 78 | 745,704 | (11) | (391,732) | |
Beginning balance (in shares) at Dec. 31, 2021 | 77,962 | |||||
Beginning balance at Dec. 31, 2021 | 335,647 | [1] | $ 78 | 754,664 | (129) | (418,966) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 125 | |||||
Issuance of common stock upon exercise of stock options | 668 | 668 | ||||
Stock-based compensation expense | 7,820 | 7,820 | ||||
Comprehensive income (loss) | (548) | (548) | ||||
Net loss | (32,450) | (32,450) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 78,087 | |||||
Ending balance at Mar. 31, 2022 | 311,137 | $ 78 | 763,152 | (677) | (451,416) | |
Beginning balance (in shares) at Dec. 31, 2021 | 77,962 | |||||
Beginning balance at Dec. 31, 2021 | $ 335,647 | [1] | $ 78 | 754,664 | (129) | (418,966) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 377 | |||||
Net loss | $ (126,230) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 81,714 | |||||
Ending balance at Sep. 30, 2022 | 285,889 | $ 82 | 831,918 | (915) | (545,196) | |
Beginning balance (in shares) at Mar. 31, 2022 | 78,087 | |||||
Beginning balance at Mar. 31, 2022 | 311,137 | $ 78 | 763,152 | (677) | (451,416) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under offering, net of issuance costs (in shares) | 1,144 | |||||
Issuance of common stock under offering, net of issuance costs | 17,403 | $ 1 | 17,402 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 121 | |||||
Issuance of common stock under employee stock purchase plan | 1,228 | 1,228 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 103 | |||||
Issuance of common stock upon exercise of stock options | 993 | 993 | ||||
Issuance of common stock to participants in 401(k) Plan (in shares) | 8 | |||||
Issuance of common stock to participants in 401(k) plan | 137 | 137 | ||||
Stock-based compensation expense | 8,102 | 8,102 | ||||
Comprehensive income (loss) | (400) | (400) | ||||
Net loss | (46,519) | (46,519) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 79,463 | |||||
Ending balance at Jun. 30, 2022 | 292,081 | $ 79 | 791,014 | (1,077) | (497,935) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under offering, net of issuance costs (in shares) | 2,102 | |||||
Issuance of common stock under offering, net of issuance costs | 32,043 | $ 2 | 32,041 | |||
Issuance of common stock upon exercise of stock options (in shares) | 149 | |||||
Issuance of common stock upon exercise of stock options | 1,175 | $ 1 | 1,174 | |||
Stock-based compensation expense | 7,689 | 7,689 | ||||
Comprehensive income (loss) | 162 | 162 | ||||
Net loss | (47,261) | (47,261) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 81,714 | |||||
Ending balance at Sep. 30, 2022 | $ 285,889 | $ 82 | $ 831,918 | $ (915) | $ (545,196) | |
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (126,230) | $ (93,101) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 23,611 | 19,663 |
Reduction in related party contract asset due to Amended Collaboration Agreement with Merck | 0 | 4,600 |
Depreciation | 3,421 | 4,610 |
Amortization of premium on marketable securities | 920 | 2,546 |
Non-cash lease expense | 1,449 | 1,346 |
Other non-cash expenses | 475 | 29 |
Changes in operating assets and liabilities: | ||
Related party receivable from collaboration | 565 | (4,067) |
Related party contract asset | 0 | 1,500 |
Prepaid expenses and other assets | (892) | (3,649) |
Accounts payable | (1,681) | (2,031) |
Accrued and other liabilities | (1,092) | 4,931 |
Operating lease liability | (3,774) | (3,559) |
Contract liabilities | (10,807) | 12,288 |
Net cash used in operating activities | (114,035) | (54,894) |
Investing activities | ||
Purchase of marketable securities | (172,486) | (194,525) |
Proceeds from maturities of marketable securities | 186,537 | 102,500 |
Purchases of property and equipment | (1,417) | (1,551) |
Net cash provided by (used in) investing activities | 12,634 | (93,576) |
Financing activities | ||
Proceeds from follow on offering, net | 0 | 134,580 |
Proceeds from Open Market Sale Agreement, net | 49,446 | 196 |
Proceeds from exercise of stock options | 2,836 | 11,094 |
Proceeds from employee stock purchase plan | 1,228 | 1,409 |
Net cash provided by financing activities | 53,510 | 147,279 |
Net decrease in cash and cash equivalents | (47,891) | (1,191) |
Cash, cash equivalents and restricted cash, at beginning of period | 153,294 | 148,516 |
Cash, cash equivalents and restricted cash, at end of period | 105,403 | 147,325 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Property and equipment purchases accrued and not yet paid | 256 | 35 |
Right-of-use asset acquired under operating lease on the adoption of ASC 842 | 0 | 5,855 |
Vesting of common stock from early exercises | $ 0 | $ 45 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business NGM Biopharmaceuticals, Inc. and its wholly-owned subsidiary, NGM Biopharmaceuticals Australia Pty Ltd., or NGM Australia, collectively referred to as the Company, is focused on discovering and developing novel, potentially life-changing medicines based on scientific understanding of key biological pathways underlying cancer, retinal diseases and liver and metabolic diseases. The Company’s portfolio of product candidates range from early discovery to Phase 2b development and includes NGM707, NGM831, NGM438, NGM120, NGM621, aldafermin and MK-3655 in clinical development. The Company has additional programs that are in various stages of development ranging from functional validation to preclinical development. The Company was incorporated in Delaware in December 2007 and commenced operations in 2008. The Company's headquarters are located at 333 Oyster Point Blvd., South San Francisco, California 94080. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and Regulation S-X for interim consolidated financial information. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the United States Securities and Exchange Commission, or SEC, on March 1, 2022. These unaudited condensed consolidated financial statements reflect all adjustments that management believes are necessary for a fair presentation of the periods presented. All such adjustments are of a normal recurring nature and are not necessarily indicative of results expected for the full fiscal year ending December 31, 2022, or for any subsequent interim period. These unaudited condensed consolidated financial statements include the consolidated accounts of NGM Biopharmaceuticals, Inc. and its wholly-owned foreign subsidiary, NGM Australia. All intercompany balances and transactions have been eliminated upon consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Specific accounts that require management estimates include, but are not limited to, the valuation of common stock and the associated stock-based compensation expense, contract manufacturing accruals, clinical trial accruals and revenue recognition in accordance with Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates, and to the extent that there are differences between management's estimates and actual results, the Company's future financial statement presentation, financial condition, results of operations and cash flows may be affected. Sources and Uses of Liquidity Since inception, the Company has incurred net losses and generated negative cash flows from operations. During the three and nine months ended September 30, 2022, the Company incurred net losses of $47.3 million and $126.2 million, respectively, and in the nine months ended September 30, 2022, the Company generated negative cash flows from operations of $114.0 million. As of September 30, 2022, the Company had an accumulated deficit of $545.2 million. The Company expects its accumulated deficit will increase significantly over time and does not expect to experience positive cash flows from operations in the near future. As of September 30, 2022, the Company had $300.2 million of cash, cash equivalents and short-term marketable securities. In June 2020, the Company entered into an Open Market Sale Agreement SM , or the Sales Agreement, with Jefferies LLC. During the nine months ended September 30, 2022, approximately 3.2 million shares were sold pursuant to the Sales Agreement for net proceeds to the Company of $49.4 million, after deducting issuance costs. As of September 30, 2022, $76.2 million of the Company's common stock remained available to be sold under the Sales Agreement, subject to conditions specified in the Sales Agreement. The Company believes its existing cash, cash equivalents and short-term marketable securities will be sufficient to fund its operations for a period of at least one year from the date of filing of this Quarterly Report on Form 10-Q. To fully implement the Company’s business plan and fund its operations, the Company will need to raise significant additional capital through public or private equity or debt offerings (which may include potential net proceeds from future sales, if any, under the Sales Agreement), product collaborations, strategic alliances and licensing arrangements or a combination of the foregoing. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, the related party receivable from collaboration and other current assets and liabilities approximate their respective fair values due to their short-term nature. Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. Cash equivalents are securities with an original maturity of three months or less at the time of purchase. The Company limits its credit risk associated with cash and cash equivalents by investing in highly rated money market funds and placing its cash with a bank it believes is highly creditworthy in amounts that may at times exceed federally insured limits. As of September 30, 2022 and December 31, 2021, cash and cash equivalents consisted of bank deposits and investments in money market funds. Marketable Securities The appropriate classification of the Company’s marketable securities is determined at the time of purchase and such designations are re-evaluated at each balance sheet date. All of the Company’s securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and short-term marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net loss and reported in accumulated other comprehensive loss as a separate component of stockholders’ equity. Interest income, net, includes interest, amortization of purchase premiums and accretion of purchase discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company’s investments are regularly reviewed for other-than-temporary declines in fair value. This review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its carrying value and this decline is other-than-temporary, the Company reduces the carrying value of the security it holds and records a loss for the amount of such decline. As of September 30, 2022, the Company did not record any impairment related to other-than-temporary declines in the fair value of securities. Restricted Cash The Company’s restricted cash balance represents collateral required under the Company’s facility lease agreement and is classified as a non-current asset on the condensed consolidated balance sheets, as the collateral will not be returned to the Company within twelve months from the date of these condensed consolidated financial statements. Concentration of Credit and Other Risks Cash, cash equivalents and marketable securities from the Company’s available-for-sale and marketable securities portfolio potentially subject the Company to concentrations of credit risk. The Company is invested in money market funds and marketable securities through custodial relationships with major United States, or U.S., banks. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Related party receivables from collaborations are typically unsecured. Accordingly, the Company may be exposed to credit risk generally associated with its current amended and restated research collaboration, product development and license agreement, or the Amended Collaboration Agreement, with Merck Sharp & Dohme LLC (formerly Merck Sharp & Dohme Corp.), or Merck, and any future collaboration agreements with other collaboration partners. To date, the Company has not experienced any losses related to these receivables. Amounts recognized as revenue prior to the Company having an unconditional right (other than a right that is conditioned only on the passage of time) to receipt are recorded as contract assets in the Company's condensed consolidated balance sheets. Although the Company expects to have an unconditional right to receive such amounts, the Company may be exposed to the risk of not receiving the recorded amounts under its current collaboration agreement with Merck and any future collaboration agreements with other collaboration partners. To date, the Company has not experienced any losses related to contract assets. Merck accounted for 100% of the Company’s revenue for the three and nine months ended September 30, 2022 and 2021. Property and Equipment, Net Property and equipment are recorded at cost and consists of computer equipment, laboratory equipment and office furniture and leasehold improvements. Maintenance and repairs, and training on the use of equipment, are expensed as incurred. Costs that improve assets or extend their economic lives are capitalized. Depreciation is recognized using the straight-line method based on an estimated useful life of the asset, which is as follows: Computer equipment 3 years Laboratory equipment and office furniture 3 years Leasehold improvement Shorter of life of asset or lease term Leases Effective December 31, 2021, the Company was no longer an emerging growth company under the Jumpstart Our Business Startups Act of 2012, as amended, and as a result, the Company was required to adopt ASU 2016-02, Leases (Topic 842), referred to as ASC 842, for the fiscal year beginning January 1, 2021 using a modified-retrospective approach under which the Company recognized and measured leases existing at, or entered into after, January 1, 2021. Accordingly, the Company's unaudited condensed consolidated financial statements and information for the periods ended September 30, 2021 have been restated to conform to the new standard. Under ASC 842, the Company determines if an arrangement is a lease at inception. Lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are measured at the lease commencement date as the present value of future minimum lease payments over the term of the lease. Lease assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future minimum lease payments, the Company generally uses its incremental borrowing rate. The lease term is the noncancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Leases with terms of 12 months or less are not recorded on the Company's balance sheet. Lease expense is recognized on a straight-line basis over the lease terms, or in some cases, the useful life of the underlying asset. The Company accounts for the lease and non-lease components as a single lease component. The Company’s lease agreement for its corporate office space and facilities is classified as an operating lease. The following table summarizes the effects of adopting ASC 842 on the Company's unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021 (in thousands): Nine Months Ended September 30, 2021 Previously Reported ASC 842 Adjustment As Adjusted Operating activities Noncash lease expense $ — $ 1,346 $ 1,346 Changes in operating assets and liabilities: Deferred rent (2,213) 2,213 — Operating lease liability — (3,559) (3,559) Net cash used in operating activities $ (54,894) $ — $ (54,894) Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. As of September 30, 2022 and December 31, 2021, no revision to the remaining useful lives or write-down of long-lived assets was required. Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and the operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured at the balance sheet date using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period such tax rate changes are enacted. The net deferred tax assets have been fully offset by a valuation allowance. Revenue Recognition Under ASC 606, the Company estimates each arrangement’s total transaction price, which includes unconstrained variable consideration, and the recognition of that transaction price based on a cost-based input method that requires estimates to determine, at each reporting period, the percentage of completion based on the estimated total effort required to complete the project and the total transaction price. The unconstrained variable consideration amount included in the transaction price represents an amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company applies the following five-step revenue recognition model outlined in ASC 606 to adhere to this core principle: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. All of the Company’s revenue to date has been generated from its collaboration agreements, primarily its collaboration agreement with Merck. The terms of these agreements generally require the Company to provide (i) license options for its compounds, (ii) research and development services and (iii) non-mandatory services in connection with participation in research or steering committees. Payments received under these arrangements may include non-refundable upfront license fees, partial or complete reimbursement of research and development costs, contingent consideration payments based on the achievement of defined collaboration objectives and royalties on sales of commercialized products. In some agreements, the collaboration partner is solely responsible for meeting defined objectives that trigger contingent or royalty payments. Often the partner only pursues such objectives subsequent to exercising an optional license on compounds identified as a result of the research and development services performed under the collaboration agreement. The Company assesses whether the promises in its arrangements, including any options provided to the partner, are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether the license to a compound is distinct from research and development services or participation in research or steering committees, as well as whether options create material rights in the contract. In situations when a contract includes distinct services that are substantially the same and have the same pattern of transfer to the customer over time, they are recognized as a series of distinct services. The transaction price in each arrangement is generally comprised of a non-refundable upfront fee and unconstrained variable consideration related to the performance of research and development services. The unconstrained variable consideration amount included in the transaction price represents an amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company typically submits a budget for the research and development services to the partner in advance of performing the services. The transaction price is allocated to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. Judgment is required to determine the SSP. In instances where the SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs. The Company utilizes judgment to assess the nature of its performance obligations to determine whether they are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress toward completion. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company’s collaboration agreements may include contingent payments related to specified development and regulatory milestones or contingent payments for royalties based on sales of a commercialized product. Milestones can be achieved for such activities in connection with progress in clinical trials, regulatory filings in various geographical markets and marketing approvals from health authorities. Sales-based royalties are generally related to the volume of annual sales of a commercialized product. At the inception of each agreement that includes such payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price by 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 its partner’s control, such as those related to regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation based on a relative SSP basis. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each such milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Pursuant to the guidance in ASC 606, sales-based royalties are not included in the transaction price. Instead, royalties are recognized at the later of when the performance obligation is satisfied or partially satisfied, or when the sale that gives rise to the royalty occurs. Contract modifications, defined as changes in the scope or price (or both) of a contract that are approved by the parties to the contract, such as a contract amendment, exist when the parties to a contract approve a modification that either creates new, or changes existing, enforceable rights and obligations of the parties to the contract. Depending on facts and circumstances, the Company accounts for a contract modification as one of the following: (i) a separate contract; (ii) a termination of the existing contract and a creation of a new contract; or (iii) a combination of the preceding treatments. A contract modification is accounted for as a separate contract if the scope of the contract increases because of the addition of promised services that are distinct and if the price of the contract increases by an amount of consideration that reflects the Company’s standalone selling prices of the additional promised services. When a contract modification is not considered a separate contract and the remaining services are distinct from the services transferred on or before the date of the contract modification, the Company accounts for the contract modification as a termination of the existing contract and a creation of a new contract. When a contract modification is not considered a separate contract and the remaining services are not distinct, the Company accounts for the contract modification as an add-on to the existing contract and as an adjustment to revenue on a cumulative catch-up basis. Research and Development Research and development costs are expensed as incurred. Research and development expenses primarily include salaries and benefits for medical, clinical, quality, preclinical, manufacturing and research personnel, costs related to research activities, preclinical studies, clinical trials, drug manufacturing expenses and allocated overhead and facility occupancy costs. The Company accounts for non-refundable advance payments for goods or services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. Clinical trial costs are a component of research and development expenses. The Company accrues estimated costs for its clinical trial activities performed by third parties, including clinical research organizations, or CROs, and other service providers based upon estimates of the proportion of work completed over the life of the individual clinical trial and patient enrollment rates in accordance with associated agreements. The Company's estimates are determined through detailed discussions with internal personnel and its service providers as to the progress of each clinical trial and by reviewing contracts, vendor agreements and purchase orders for previously agreed-upon rates and fees to be paid for such services. Stock-Based Compensation The Company’s stock-based compensation programs include stock option grants, as well as shares issued under its 2019 Employee Stock Purchase Plan, or ESPP. Grants are awarded to employees, directors and nonemployees. The Company measures employee and director stock-based compensation expense for all stock-based awards at the grant date based on the fair value measurement of the award. Subsequent to the adoption of ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting on January 1, 2019, stock-based compensation expense for nonemployee awards is measured based on the fair value on the date of adoption. The expense is recorded on a straight-line basis over the requisite service period, which is generally the vesting period, for the entire award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures materially differ from estimates. The Company calculates the fair value measurement of stock options using the Black-Scholes option-pricing model. Foreign Currency Transactions The functional currency of NGM Australia is the U.S. dollar. Accordingly, all monetary assets and liabilities of the subsidiary are remeasured into U.S. dollars at the current period-end exchange rates and non-monetary assets are remeasured using historical exchange rates. Income and expense elements are remeasured to U.S. dollars using the average exchange rates in effect during the period. Remeasurement gains and losses are recorded as other income (expense), net on the condensed consolidated statements of operations. The Company is subject to foreign currency risk with respect to its clinical and manufacturing contracts denominated in currencies other than the U.S. dollar, primarily British Pounds, Swiss Francs, Australian dollars and the Euro. Payments on contracts denominated in foreign currencies are made at the spot rate on the day of payment. Changes in the exchange rate between billing dates and payment dates are recorded within other income (expense), net on the condensed consolidated statements of operations. Comprehensive Loss Comprehensive loss is composed of net loss and certain changes in stockholders’ equity that are excluded from net loss, primarily unrealized gains or losses, net of taxes, on the Company’s marketable securities. Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the period, less shares subject to repurchase and excludes any dilutive effects of stock-based options and awards. Diluted net income per share is computed by giving effect to all potentially dilutive shares, including common stock issuable upon exercise of stock options. However, where there is a diluted net loss per share, no adjustment is made for potentially issuable shares since their effect would be anti-dilutive. In this case, diluted net loss per share is equal to basic net loss per share. Net loss per share was computed as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (47,261) $ (28,865) $ (126,230) $ (93,101) Denominator: Weighted average number of shares used in calculating net loss per share—basic and diluted 80,623 77,409 79,331 76,852 Net loss per share—basic and diluted $ (0.59) $ (0.37) $ (1.59) $ (1.21) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): Three and Nine Months Ended 2022 2021 Options to purchase common stock 13,223 10,660 Shares committed under ESPP 472 215 Total 13,695 10,875 Segment and Geographical Information The Company operates in one business segment. Substantially all of the Company’s long-lived assets, primarily comprised of property and equipment, are based in the United States. For the three and nine months ended September 30, 2022 and 2021, the Company’s revenues were entirely within the United States based upon the location of the Company and Merck. Recent Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s results of operations and financial position upon adoption. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Cash equivalents and marketable securities are classified as available-for-sale securities and consisted of the following (in thousands): Amortized Gross Gross Fair As of September 30, 2022 U.S. treasury securities $ 104,802 $ — $ (497) $ 104,305 Money market funds 89,442 — — 89,442 Corporate and agency bonds 51,279 — (418) 50,861 Commercial paper 43,535 — — 43,535 Totals $ 289,058 $ — $ (915) $ 288,143 Classified as: Cash and cash equivalents $ 89,442 Short-term marketable securities (amortized cost of $199,616) 198,701 Total $ 288,143 Amortized Gross Gross Fair As of December 31, 2021 U.S. treasury securities $ 141,093 $ — $ (116) $ 140,977 Money market funds 129,763 — — 129,763 Corporate and agency bonds 64,997 7 (20) 64,984 Commercial paper 8,497 — — $ 8,497 Totals $ 344,350 $ 7 $ (136) $ 344,221 Classified as: Cash and cash equivalents $ 129,763 Short-term marketable securities (amortized cost of $214,587) 214,458 Total $ 344,221 Cash and cash equivalents in the table above excludes cash on deposit with banks of $12.0 million and $22.0 million as of September 30, 2022 and December 31, 2021, respectively. To date, the Company has not recorded any impairment charges against the market value of its marketable securities. In determining whether a decline is other than temporary, the Company considers various factors including the length of time and extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and the Company’s intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. As of September 30, 2022 and December 31, 2021, all of the Company’s marketable securities had remaining contractual maturities of less than one year. As of September 30, 2022, the Company had 20 marketable securities in an unrealized loss position compared to 21 marketable securities in an unrealized loss position as of December 31, 2021. Marketable securities that had been in an unrealized loss position as of September 30, 2022 and December 31, 2021 were in an unrealized loss position for less than twelve months. The Company does not intend to sell marketable securities that are in an unrealized loss position and it is highly unlikely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes, by major security type, our available-for-sale securities that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): Fair Value Measurements As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. treasury securities $ 104,305 $ — $ — $ 104,305 Money market funds 89,442 — — 89,442 Corporate and agency bonds — 50,861 — 50,861 Commercial paper — 43,535 — 43,535 Totals $ 193,747 $ 94,396 $ — $ 288,143 Fair Value Measurements As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. treasury securities $ 140,977 $ — $ — $ 140,977 Money market funds 129,763 — — 129,763 Corporate and agency bonds — 64,984 — 64,984 Commercial paper — 8,497 — 8,497 Totals $ 270,740 $ 73,481 $ — $ 344,221 The carrying amounts of cash and cash equivalents, the related party receivable and other current assets and liabilities approximate their respective fair values due to their short-term nature. The Company estimates the fair values of investments in commercial paper and corporate and agency bond securities using Level 2 inputs by taking into consideration valuations obtained from third-party pricing services. There were no transfers of assets or liabilities between the fair value measurement levels during the nine months ended September 30, 2022 and year ended December 31, 2021. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash, Cash Equivalents and Restricted Cash A reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount reported within the condensed consolidated statements of cash flows is as follows (in thousands): September 30, December 31, Cash and cash equivalents $ 101,449 $ 151,795 Restricted cash 3,954 1,499 Total cash, cash equivalents and restricted cash $ 105,403 $ 153,294 Property and Equipment Property and equipment consisted of the following (in thousands): September 30, December 31, Leasehold improvements $ 25,867 $ 25,880 Laboratory equipment and office furniture 23,077 21,916 Computer equipment 1,422 1,225 Construction-in-progress 262 18 Total property and equipment, gross 50,628 49,039 Less: accumulated depreciation and amortization (42,308) (38,968) Total property and equipment, net $ 8,320 $ 10,071 Depreciation expense was $0.6 million and $3.4 million for the three and nine months ended September 30, 2022, respectively, compared to $1.5 million and $4.6 million for the same periods in 2021. The decrease in depreciation expense for the three and nine months ended September 30, 2022 was primarily due to a revision of the estimated useful lives of certain existing leasehold improvements based on their extended utility associated with entering into the 2024 Lease Agreement. See Note 2 for additional information. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, December 31, Clinical trials and research and development costs $ 13,041 $ 12,070 Personnel-related costs 9,605 10,298 Manufacturing costs 5,499 7,773 Accrued expenses 4,612 3,117 Total accrued liabilities $ 32,757 $ 33,258 |
Research Collaboration and Lice
Research Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Research Collaboration and License Agreements | Research Collaboration and License Agreements Merck In 2015, the Company entered into a research collaboration, product development and license agreement with Merck, which, together with amendments made prior to June 30, 2021, is referred to as the Original Collaboration Agreement, covering the discovery, development and commercialization of novel therapies across a range of therapeutic areas, including a broad, multi-year drug discovery and early development program that was financially supported by Merck, and scientifically directed by the Company with input from Merck. The original research phase of the collaboration was for five years and was extended for an additional two years by Merck through March 2022. As part of that extension, Merck agreed to continue to fund up to $75.0 million of our R&D efforts each year consistent with the initial five-year research term and, in lieu of a $20.0 million extension fee payable to the Company, Merck agreed to make additional payments totaling up to $20.0 million in support of our R&D activities during 2021 through the first quarter of 2022. On June 30, 2021, the Company entered into an amended and restated research collaboration, product development and license agreement with Merck, or the Amended Collaboration Agreement, replacing the Original Collaboration Agreement and extending the research phase of the collaboration generally through March 31, 2024, with possible extensions for each of the various programs to allow the Company or Merck to complete ongoing development, but with a narrower scope than in the Original Collaboration Agreement, as described in more detail below. Merck owned approximately 16% of the Company's outstanding shares as of September 30, 2022. The Amended Collaboration Agreement Pursuant to the Amended Collaboration Agreement, the prior two-year extension of the research phase under the Original Agreement was deemed to end on March 31, 2021, while a new three-year research phase commenced on April 1, 2021. Under the Original Collaboration Agreement, all of the Company’s research and development programs, both those existing at the time the Company entered into the Original Collaboration Agreement and those the Company worked on during the research phase of the collaboration, other than aldafermin, were included within the scope of the collaboration. Under the terms of the Original Collaboration Agreement, upon completion of a human proof-of-concept trial for a particular collaboration compound, regardless of the results of such trial, Merck had the one-time option to obtain an exclusive, worldwide license, on specified terms, to that collaboration compound, as well as to all other compounds that were directed against the same target and that result in the same effect on such target, or the related compounds, referred to as the Merck license option. Under the Amended Collaboration Agreement, the scope of the collaboration and the resulting programs for which Merck has the Merck license option was narrowed. The collaboration as conducted under the Amended Collaboration Agreement, or the continuing collaboration, is focused primarily on the identification and research and development of collaboration compounds directed to targets of interest to Merck in the fields of ophthalmology and cardiovascular or metabolic, or CVM, disease, including heart failure, as well as certain laboratory testing and other activities on compounds that are directed to one of up to two undisclosed targets outside of the fields of ophthalmology and CVM disease, referred to as the Lab Programs. The ophthalmology compounds in the continuing collaboration include NGM621 and its related compounds, and compounds directed against two other undisclosed ophthalmology targets and their related compounds. Collaboration compounds that remain within the scope of the continuing collaboration under the Amended Collaboration Agreement are referred to as continuing collaboration compounds. Given the narrowed research scope under the Amended Collaboration Agreement, the Company has the right, in its sole discretion, to independently research, develop and commercialize the collaboration compounds known as NGM120, NGM707, NGM831 and NGM438, their related compounds and all other preclinical and research assets that the Company researched or developed under the Original Collaboration Agreement but that are not included within the research and development scope of the continuing collaboration, which are referred to as the released NGM compounds. Merck retained the right to receive royalties at low single-digit rates on the sales of any released NGM compounds that receive regulatory approval and, if the Company decides during a certain time period to engage in a formal partnering process for a released NGM compound or negotiations regarding a license or asset sale of a released NGM compound, the Company is obligated to notify Merck, provide Merck with certain information and engage in good faith, non-exclusive negotiations with respect to such released NGM compound with Merck at Merck’s request. Under the Amended Collaboration Agreement, Merck continues to have a Merck license option, as it did under the Original Agreement, to each continuing collaboration compound that is identified, researched and developed under the Amended Collaboration Agreement and reaches the specified option exercise point for such continuing collaboration compound as described below, and to its related compounds (each such continuing collaboration compound and its related compounds are referred to generally as a continuing program). In addition, under the terms of the Amended Collaboration Agreement, new CVM-related programs may be added to the continuing collaboration if recommended by the Company and selected by Merck, and Merck would have a Merck license option to such CVM-related continuing program. Merck has a one-time right to exercise its Merck license option, during the research phase or a tail period following such research phase, as applicable, for any continuing collaboration compound on a continuing program-by-continuing program basis when the Company or Merck achieves the specified Merck license option exercise point. The Merck license option exercise point for collaboration compounds under the Original Collaboration Agreement was the completion of a human proof-of-concept trial, exercisable within 60 days of Merck's receipt of an agreed-upon data package for the relevant program. This generally continues to be the Merck license option exercise point under the Amended Collaboration Agreement for continuing collaboration compounds that are directed to ophthalmology targets, including NGM621 and its related compounds and all of the continuing collaboration compounds from two other ophthalmology programs directed against undisclosed ophthalmology targets and their related compounds (including NGM621 and its related compounds, collectively referred to as the continuing ophthalmology collaboration compounds). Merck has an additional one-time option to obtain an exclusive, worldwide license to all of the continuing ophthalmology collaboration compounds together, referred to as the ophthalmology bundle option, and would need to decide whether or not to exercise this option at the same time as the NGM621 license option. If Merck does not exercise this one-time ophthalmology bundle option for all continuing ophthalmology collaboration compounds, it may nevertheless exercise its regular Merck license option with respect to NGM621 and its related compounds at such time, and it may also exercise its regular Merck license option for the continuing ophthalmology collaboration compounds from each of the other two programs if a continuing ophthalmology collaboration compound from such continuing program completes a human proof-of-concept trial. Unlike the Original Collaboration Agreement, the Merck license option exercise point for a continuing collaboration compound from the CVM-related continuing programs or the Lab Programs will be the designation by Merck of such continuing collaboration compound as a research program development candidate that Merck intends to progress into preclinical development. As was the case under the Original Collaboration Agreement, under the Amended Collaboration Agreement, if Merck exercises a Merck license option and obtains the relevant exclusive, worldwide license for a continuing collaboration compound and its related compounds, Merck will pay an option exercise fee to the Company and will be responsible, at its own cost, for any further development and commercialization activities for continuing collaboration compounds within that licensed continuing program. In such case, the Company will have the option to receive milestones and royalty payments or, in certain cases, to co-fund development and participate in a global cost and profit share arrangement of up to 50%, with an additional option to co-detail any such licensed continuing collaboration compound in the United States under the same terms as set forth in the Original Collaboration Agreement. If the Company elects to exercise its cost and profit share option for a particular continuing collaboration compound and its related compounds, Merck has agreed to advance to the Company and/or assume up to 25% of the Company’s share of the global development costs for such licensed compound, subject to an aggregate cap over the course of the collaboration. All such amounts advanced or assumed by Merck would accrue interest and be recouped by Merck in full out of the Company’s share of any profits resulting from sales of the licensed compound for which the Company elected to exercise its cost and profit share option before the Company was entitled to receive any of those profits. Except for the ophthalmology bundle option, the amount of the option exercise fees for continuing ophthalmology collaboration compounds upon completion of a human proof-of-concept trial remains the same under the Amended Collaboration Agreement as under the Original Collaboration Agreement. If Merck exercises the ophthalmology bundle option, it will pay the Company either $40.0 million or $45.0 million as the Merck license option exercise fee, depending upon the stage of development of one of the two earlier stage ophthalmology programs that is included in the ophthalmology bundle option. Under the Amended Collaboration Agreement, if Merck exercises the Merck license option for a continuing collaboration compound from a CVM-related continuing program or the Lab Programs, Merck will pay the Company a $6.0 million option exercise fee at the time of selection to progress such licensed continuing collaboration compound or any of its related compounds into preclinical development and an additional $10.0 million milestone payment if such continuing collaboration compounds or one of its related compounds subsequently completes a human proof-of-concept trial. Under the Amended Collaboration Agreement, the parties’ rights and obligations with respect to MK-3655 and related FGFR1c/KLB agonists for which Merck exercised its Merck license option in November 2018 did not change. On March 30, 2022, the Company and Merck entered into a letter agreement, or the Letter Agreement, regarding NGM621 manufacturing activities that the Company undertook with the intention of avoiding a significant delay between the completion of the CATALINA trial and the start of any Phase 3 clinical trial for NGM621. The Company is responsible for all payments owed to the third-party manufacturer for such activities before Merck decides whether to exercise the ophthalmology bundle option or the NGM621 option. Such option is solely within Merck’s discretion, and it may decide not to exercise the option given that the Phase 2 CATALINA trial did not meet its primary endpoint. If Merck exercises either option, then in addition to paying the one-time option exercise fee to the Company, Merck will also reimburse the Company for certain amounts it paid to the third-party manufacturer, according to the terms of the Letter Agreement and subject to certain limitations. Under the Amended Collaboration Agreement, Merck agreed to provide up to $86.0 million in research funding for the four calendar quarters ending March 31, 2022, which included the remaining $16.0 million of the up to $20.0 million in additional payments Merck agreed to pay as part of exercising its first option to extend the research phase of the collaboration under the Original Collaboration Agreement for two years through March 16, 2022. The Company was obligated to use commercially reasonable efforts to expend, and did spend, at least $35.0 million of such $86.0 million in funding during the same time frame on the ophthalmology and CVM-related programs and Lab Programs as required under the Amended Collaboration Agreement. The Company was permitted to use the remainder of the $86.0 million in research funding provided by Merck during such time frame to advance the released NGM compounds. During the remaining two years of the research phase after March 2022, Merck will provide up to a total of $20.0 million in research funding for the ophthalmology and CVM-related programs and the Lab Programs. Pursuant to the Letter Agreement, the Company may use part of this research funding to cover the costs of its personnel who provide support for the manufacturing activities that the Company undertook in preparation for a potential Phase 3 clinical trial for NGM621. Merck will also fund certain research and development costs related to NGM621, subject to certain limitations, until the earlier of the remaining two years of the research phase after March 2022 or until Merck exercises, or decides not to exercise, its license option with respect to NGM621 alone or bundled with the other continuing ophthalmology compounds. After March 2022, the Company, using its own funding, is required to use commercially reasonable efforts to research and develop a specific product candidate directed to a specific ophthalmology target to be ready for starting investigational new drug application-, or IND-, enabling studies by March 31, 2023. If Merck exercises its regular Merck license option with respect to NGM621 or the ophthalmology bundle option for all of the continuing ophthalmology collaboration compounds within 60 days of Merck's receipt of an agreed-upon data package, which the Company expects to deliver during the fourth quarter of 2022, and pays the applicable option exercise fee to the Company, then the Company will be obligated to reinvest $5.0 million or up to $15.0 million, respectively, of such option fee to fund research on the ophthalmology and CVM-related continuing programs. Under the Amended Collaboration Agreement, the research phase for the ophthalmology continuing programs will end no later than March 31, 2024. The research phase for the CVM-related continuing programs will also continue until March 31, 2024, unless the parties mutually agree to extend the research phase to March 31, 2026, in which case Merck will provide up to a total of $20.0 million in research funding during those additional two years. The research phase for the Lab Programs will end no later than December 31, 2022. As under the Original Collaboration Agreement, Merck has the right under the Amended Collaboration Agreement to review the then-ongoing continuing programs in the three-month period before the end of applicable research phase and to elect to designate one or more continuing programs for which research and development would continue to be conducted, until the applicable Merck license option exercise point is reached, for up to three years after the end of such research phase, with the possibility of extension if the Company is conducting ongoing ophthalmology clinical trials, if Merck is using commercially reasonable efforts to progress one or more ophthalmology continuing programs or if Merck determines to continue progressing a CVM-related continuing program or Lab Program toward the nomination of a research program development candidate, and any such extension is referred to as an Amended Collaboration Agreement tail period. Under the Amended Collaboration Agreement, the Amended Collaboration Agreement tail period, if any, for the ophthalmology continuing programs would be separate from the Amended Collaboration Agreement tail period, if any, for the CVM-related continuing programs or the Lab Program, and Merck would be primarily responsible for performing all research and development activities, itself or through third-party contractors, during the Amended Collaboration Agreement tail period, if any, for the CVM-related continuing programs or the Lab Program. The Company concluded that the Amended Collaboration Agreement is a separate arrangement containing a three-year performance obligation to provide distinct research and development services in accordance with ASC 606. The total transaction price under the Amended Collaboration Agreement is $126.7 million and represents the sum of potential funding amounts, including $86.0 million in research funding for the four calendar quarters ending March 31, 2022, $20.0 million in research funding for the ophthalmology and CVM-related continuing programs during the remaining two years of the research phase after March 2022 and $20.7 million in estimated NGM621 reimbursable expenses during the remaining two years of the research phase after March 2022. The Company will continue to re-evaluate the transaction price as uncertain events are resolved or other changes in circumstances occur. The Company continues performing a series of research and development services in the area of both the continuing collaboration compounds and the released NGM compounds and has one performance obligation across all continuing programs. The Company will continue to use the cost-based input method to calculate the amount of revenue to recognize as services are being rendered from April 1, 2021 through March 31, 2024. The Company considered whether the Merck license option and the ophthalmology bundle option created material rights in the contract and concluded that the fee attached to the exercise of such options approximated the SSP of the promised goods or services included in the options. Therefore, the Company concluded that such options did not give rise to material rights, were not performance obligations in the Amended Collaboration Agreement and, if and when exercised, would be accounted for as separate arrangements under ASC 606. If Merck exercises its regular Merck license option for NGM621 or the ophthalmology bundle option for all of the continuing ophthalmology collaboration compounds within 60 days of Merck's receipt of an agreed-upon data package, which the Company expects to deliver during the fourth quarter of 2022, pays the applicable Merck license option exercise fee to the Company and reimburses the Company for third-party manufacturing payments in accordance with the Letter Agreement, this would not result in a modification of the contract as total contract consideration and the Company's performance obligation under the Amended Collaboration Agreement will not change. A breakout of the milestone payments in connection with the potential achievement of certain clinical development events for each of the first three indications is as follows (in thousands): First Second Third Upon administration of an applicable product to the first patient in the first Phase 3 clinical trial for such product for the given indication $ 35,000 $ 25,250 $ 17,500 Upon first completion of a proof-of-concept trial for a CVM-related research program development candidate $ 10,000 $ — $ — Upon first completion of a proof-of-concept trial for a certain research development candidate for a lab program $ 10,000 $ — $ — A breakout of the aggregate milestone payments in connection with the potential achievement of both acceptance of an application for and receipt of regulatory approval for each of the first three indications, for each of the three geographic areas, is as follows (in thousands): First Second Third Total United States $ 75,000 $ 56,250 $ 37,500 $ 168,750 European Union 60,000 45,000 30,000 135,000 Japan 30,000 22,500 15,000 67,500 $ 165,000 $ 123,750 $ 82,500 $ 371,250 Summary of Related Party Revenue The Company recognized revenue from its collaboration and license agreements as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Related party revenue $ 7,911 $ 18,575 $ 37,152 $ 56,923 For the three months and nine months ended September 30, 2022, the Company recognized collaboration and license revenue of $7.9 million and $37.2 million, respectively, primarily related to reimbursable research and development activities associated with the performance obligation under the Amended Collaboration Agreement under which Merck is providing significantly less annual R&D funding than it had provided through March 31, 2022. Revenue recognized related to the reimbursable research and development activities was recognized using the cost-based input model related to research and development activities. Related Party Contract Assets and Liabilities Amounts recognized as revenue prior to the Company having an unconditional right (or a right that is conditioned only on the passage of time) to receipt are recorded as contract assets in the Company's condensed consolidated balance sheets. If the Company expects to have an unconditional right to receive the consideration in the next twelve months, the contract asset will be classified in current assets. As of September 30, 2022 and December 31, 2021, the Company did not have a related party contract asset. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease and Lease Guarantee In December 2015, the Company entered into an operating lease agreement, or the 333 Oyster Point lease agreement, for its corporate office space and facilities at 333 Oyster Point Blvd., South San Francisco, California, or the 333 Oyster Point facility, for approximately 122,000 square feet that expires in December 2023. The 333 Oyster Point lease agreement provided a tenant improvement allowance of $15.2 million that the Company used in 2016 towards $22.3 million in total leasehold improvements that are amortized over the lease term of seven years. The 333 Oyster Point lease agreement required a letter of credit in the amount of $2.3 million as a security deposit to the lease, which the Company recorded as non-current restricted cash on the condensed consolidated balance sheets. In accordance with the agreement, the Company reduced the letter of credit amount by $0.4 million on each of the third and fourth anniversaries of the rent commencement date and reclassified each $0.4 million amount from restricted cash to cash and cash equivalents on the condensed consolidated balance sheets. As of September 30, 2022, the weighted-average remaining lease term for the 333 Oyster Point lease agreement was 1.25 years and the weighted-average discount rate used to determine the Company's operating lease liability was 2.85%. Cash paid for amounts included in the measurement of the lease liabilities were $4.0 million and $3.8 million in the nine months ended September 30, 2022 and September 30, 2021, respectively. During the three and nine months ended September 30, 2022 and September 30, 2021, the components of lease costs, which were included in general and administrative expenses on the Company's consolidated statements of operations, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease costs $ 541 $ 541 $ 1,624 $ 1,624 Variable lease costs (1) 314 308 962 926 Total lease cost $ 855 $ 849 $ 2,586 $ 2,550 _____________ (1) Variable lease costs include certain additional charges for operating costs, including insurance, maintenance, taxes and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. As of September 30, 2022, the maturities of the Company’s operating lease liabilities and future minimum lease payments were as follows (in thousands): Year Ending December 31, 2022 (remaining) $ 1,344 2023 5,455 Total undiscounted lease payments 6,799 Less: present value adjustment (111) Present value of lease liabilities $ 6,688 In July 2022, the Company entered into an operating lease agreement, or the 2024 Lease Agreement, for its corporate office space and facilities at 333 Oyster Point Blvd., South San Francisco, California, which the Company currently occupies pursuant to a sublease agreement that is scheduled to expire on December 31, 2023. Pursuant to the 2024 Lease Agreement, the lease term with the new landlord begins on January 1, 2024 and expires on December 31, 2033, and the Company will pay an initial monthly base rent of approximately $0.9 million for the first year, which is subject to increase at an annual rate of 3.5% each year thereafter, plus certain operating and tax expenses. Base rent during the initial ten-year term of the 2024 Lease Agreement will total $124.1 million. The 2024 Lease Agreement provides a tenant improvement allowance of approximately $4.9 million. The Company has an option to extend the 2024 Lease Agreement for a period of either eight Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and may provide for indemnification of the counterparty. The Company’s exposure under these agreements is unknown because it involves claims that may be made against it in the future but have not yet been made. In accordance with the Company’s amended and restated certificate of incorporation and its amended and restated bylaws, the Company has indemnification obligations to its officers and directors, subject to some limits, with respect to their service in such capacities. The Company has also entered into indemnification agreements with its directors and certain of its officers. To date, the Company has not been subject to any claims, and it maintains director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims. The Company’s exposure under these agreements is unknown because it involves claims that may be made against it in the future but have not yet been made. The Company believes that the fair value of these indemnification obligations is minimal and, accordingly, it has not recognized any liabilities relating to these obligations for any period presented. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company has 10,000,000 shares of preferred stock authorized, which may be issued at the discretion of the Company’s board of directors. The board of directors may issue shares of preferred stock in one or more series and may fix the number, rights, preferences, privileges and restrictions on such shares. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. As of September 30, 2022, the Company does not have any shares of preferred stock issued or outstanding. Common Stock As of September 30, 2022 and December 31, 2021, the Company had reserved shares of common stock for issuance as follows (in thousands): September 30, December 31, Reserve balance for Sales Agreement 10,937 14,183 Common stock options outstanding 13,223 10,485 Common stock options available for grant 6,702 6,698 ESPP shares available for purchase 386 507 401(k) Matching Plan (1) 192 18 Total 31,440 31,891 ____________ (1) The Company sponsors a 401(k) defined contribution plan for its employees. Employee contributions are voluntary. In December 2011, the Company adopted the 401(k) Matching Plan, under which the Company made matching contributions in the form of common stock at a rate of $1.00 for each $2.00 of employee contributions up to a maximum $750 of common stock per employee per year. Effective January 1, 2022, the Company increased its matching contributions to a rate of $1.00 for each $2.00 of employee contributions up to a maximum $3,500 of common stock per employee per year. Effective January 1, 2022, the Company increased shares of common stock reserved pursuant to the 401(k) Matching Plan to 200,000 shares from 17,813 shares of common stock as of December 31, 2021. Open Market Sale Agreement In June 2020, the Company entered into the Sales Agreement with Jefferies relating to the sale of shares of its common stock. In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $150.0 million from time to time through Jefferies, acting as its sales agent. During the nine months ended September 30, 2022, approximately 3.2 million shares were sold pursuant to the Sales Agreement for net proceeds to the Company of $49.4 million, after deducting issuance costs. As of September 30, 2022, $76.2 million of the Company’s common stock remained available to be sold under the Sales Agreement, subject to conditions specified in the Sales Agreement. Equity Incentive Plan In 2018, the Company adopted the 2018 Equity Incentive Plan, or the 2018 Plan, for eligible employees, officers, directors, advisors and consultants, which provides for the grant of incentive and non-statutory stock options, restricted stock awards and stock appreciation rights. The terms of the stock option agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2018 Plan. Options granted by the Company generally vest within four years and are exercisable from the grant date until ten years after the date of grant. Vesting of certain employee options may be accelerated in the event of a change in control of the Company. Early Exercise of Stock Options The 2018 Plan allows for the granting of options that may be exercised before the options have vested. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser’s employment or services, at the price paid by the purchaser, and are not deemed to be issued for accounting purposes until those related shares vest. The amounts received in exchange for these shares have been recorded as a liability on the condensed consolidated balance sheets and are reclassified into Company common stock and additional paid-in-capital as the shares vest. The Company’s right to repurchase these shares generally lapses in equal installments over four years beginning from the original vesting commencement date. Since the beginning of March 2021, the Company has not granted any options under the 2018 Plan that can be early exercised prior to vesting. Stock Option Activity A summary of the activity under the 2008 Plan and the 2018 Plan is as follows: Outstanding Options Weighted Aggregate Number of Weighted Balances at December 31, 2021 10,485 $ 15.79 6.68 $ 52,349 Options granted 3,769 15.01 Options exercised (377) 7.54 Options cancelled (654) 21.34 Balances at September 30, 2022 13,223 $ 15.53 6.89 $ 22,962 Vested and expected to vest at September 30, 2022 12,779 $ 15.44 6.81 $ 22,951 Exercisable at September 30, 2022 8,817 $ 13.68 5.76 $ 22,891 The aggregate intrinsic values of options outstanding, vested and expected to vest, and exercisable were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2022 and 2021 was $10.03 per share and $18.89 per share, respectively. The intrinsic value of stock options exercised during the nine months ended September 30, 2022 and 2021 was $3.0 million and $31.5 million, respectively. Due to the Company’s net operating losses, the Company did not realize any tax benefits from stock-based payment arrangements for the three and nine months ended September 30, 2022 and 2021. Stock-Based Compensation Expense Stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 was calculated based on awards previously granted to employees, directors and nonemployees that are ultimately expected to vest and has been reduced for estimated forfeitures. Stock-based compensation expense was allocated as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 4,182 $ 3,392 $ 12,804 $ 10,701 General and administrative 3,507 2,973 10,807 8,962 Total stock-based compensation expense $ 7,689 $ 6,365 $ 23,611 $ 19,663 Employee Stock Purchase Plan Under the ESPP, eligible employees are granted the right to purchase shares of the Company's common stock through payroll deductions that cannot exceed 15% of each employee’s salary. The ESPP provides for a 24-month offering period, which includes four six-month purchase periods. At the end of each purchase period, eligible employees are permitted to purchase shares of common stock at the lower of 85% of fair market value at the beginning of the offering period or fair market value at the end of the purchase period. As of September 30, 2022, 614,366 shares of common stock had been purchased under the ESPP. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesSince inception, the Company has incurred net losses and expects to record a net loss for the year ending December 31, 2022. Additionally, the Company’s net deferred tax assets have been fully offset by a valuation allowance. Therefore, the Company did not record a tax provision for income taxes for the three and nine months ended September 30, 2022 and 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and Regulation S-X for interim consolidated financial information. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the United States Securities and Exchange Commission, or SEC, on March 1, 2022. These unaudited condensed consolidated financial statements reflect all adjustments that management believes are necessary for a fair presentation of the periods presented. All such adjustments are of a normal recurring nature and are not necessarily indicative of results expected for the full fiscal year ending December 31, 2022, or for any subsequent interim period. These unaudited condensed consolidated financial statements include the consolidated accounts of NGM Biopharmaceuticals, Inc. and its wholly-owned foreign subsidiary, NGM Australia. All intercompany balances and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Specific accounts that require management estimates include, but are not limited to, the valuation of common stock and the associated stock-based compensation expense, contract manufacturing accruals, clinical trial accruals and revenue recognition in accordance with Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers (Topic 606), or ASC 606. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates, and to the extent that there are differences between management's estimates and actual results, the Company's future financial statement presentation, financial condition, results of operations and cash flows may be affected. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, the related party receivable from collaboration and other current assets and liabilities approximate their respective fair values due to their short-term nature. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are stated at fair value. Cash equivalents are securities with an original maturity of three months or less at the time of purchase. The Company limits its credit risk associated with cash and cash equivalents by investing in highly rated money market funds and placing its cash with a bank it believes is highly creditworthy in amounts that may at times exceed federally insured limits. As of September 30, 2022 and December 31, 2021, cash and cash equivalents consisted of bank deposits and investments in money market funds. |
Marketable Securities | Marketable Securities The appropriate classification of the Company’s marketable securities is determined at the time of purchase and such designations are re-evaluated at each balance sheet date. All of the Company’s securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and short-term marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net loss and reported in accumulated other comprehensive loss as a separate component of stockholders’ equity. Interest income, net, includes interest, amortization of purchase premiums and accretion of purchase discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company’s investments are regularly reviewed for other-than-temporary declines in fair value. This review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its carrying value and this decline is other-than-temporary, the Company reduces the carrying value of the security it holds and records a loss for the amount of such decline. As of September 30, 2022, the Company did not record any impairment related to other-than-temporary declines in the fair value of securities. |
Restricted Cash | Restricted Cash The Company’s restricted cash balance represents collateral required under the Company’s facility lease agreement and is classified as a non-current asset on the condensed consolidated balance sheets, as the collateral will not be returned to the Company within twelve months from the date of these condensed consolidated financial statements. |
Concentration of Credit and Other Risks | Concentration of Credit and Other Risks Cash, cash equivalents and marketable securities from the Company’s available-for-sale and marketable securities portfolio potentially subject the Company to concentrations of credit risk. The Company is invested in money market funds and marketable securities through custodial relationships with major United States, or U.S., banks. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Related party receivables from collaborations are typically unsecured. Accordingly, the Company may be exposed to credit risk generally associated with its current amended and restated research collaboration, product development and license agreement, or the Amended Collaboration Agreement, with Merck Sharp & Dohme LLC (formerly Merck Sharp & Dohme Corp.), or Merck, and any future collaboration agreements with other collaboration partners. To date, the Company has not experienced any losses related to these receivables. Amounts recognized as revenue prior to the Company having an unconditional right (other than a right that is conditioned only on the passage of time) to receipt are recorded as contract assets in the Company's condensed consolidated balance sheets. Although the Company expects to have an unconditional right to receive such amounts, the Company may be exposed to the risk of not receiving the recorded amounts under its current collaboration agreement with Merck and any future collaboration agreements with other collaboration partners. To date, the Company has not experienced any losses related to contract assets. Merck accounted for 100% of the Company’s revenue for the three and nine months ended September 30, 2022 and 2021. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and consists of computer equipment, laboratory equipment and office furniture and leasehold improvements. Maintenance and repairs, and training on the use of equipment, are expensed as incurred. Costs that improve assets or extend their economic lives are capitalized. Depreciation is recognized using the straight-line method based on an estimated useful life of the asset, which is as follows: Computer equipment 3 years Laboratory equipment and office furniture 3 years Leasehold improvement Shorter of life of asset or lease term |
Leases | Leases Effective December 31, 2021, the Company was no longer an emerging growth company under the Jumpstart Our Business Startups Act of 2012, as amended, and as a result, the Company was required to adopt ASU 2016-02, Leases (Topic 842), referred to as ASC 842, for the fiscal year beginning January 1, 2021 using a modified-retrospective approach under which the Company recognized and measured leases existing at, or entered into after, January 1, 2021. Accordingly, the Company's unaudited condensed consolidated financial statements and information for the periods ended September 30, 2021 have been restated to conform to the new standard. Under ASC 842, the Company determines if an arrangement is a lease at inception. Lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease liabilities are measured at the lease commencement date as the present value of future minimum lease payments over the term of the lease. Lease assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future minimum lease payments, the Company generally uses its incremental borrowing rate. The lease term is the noncancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Leases with terms of 12 months or less are not recorded on the Company's balance sheet. Lease expense is recognized on a straight-line basis over the lease terms, or in some cases, the useful life of the underlying asset. The Company accounts for the lease and non-lease components as a single lease component. The Company’s lease agreement for its corporate office space and facilities is classified as an operating lease. The following table summarizes the effects of adopting ASC 842 on the Company's unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021 (in thousands): Nine Months Ended September 30, 2021 Previously Reported ASC 842 Adjustment As Adjusted Operating activities Noncash lease expense $ — $ 1,346 $ 1,346 Changes in operating assets and liabilities: Deferred rent (2,213) 2,213 — Operating lease liability — (3,559) (3,559) Net cash used in operating activities $ (54,894) $ — $ (54,894) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. As of September 30, 2022 and December 31, 2021, no revision to the remaining useful lives or write-down of long-lived assets was required. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and the operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured at the balance sheet date using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period such tax rate changes are enacted. The net deferred tax assets have been fully offset by a valuation allowance. |
Revenue Recognition | Revenue Recognition Under ASC 606, the Company estimates each arrangement’s total transaction price, which includes unconstrained variable consideration, and the recognition of that transaction price based on a cost-based input method that requires estimates to determine, at each reporting period, the percentage of completion based on the estimated total effort required to complete the project and the total transaction price. The unconstrained variable consideration amount included in the transaction price represents an amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company applies the following five-step revenue recognition model outlined in ASC 606 to adhere to this core principle: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. All of the Company’s revenue to date has been generated from its collaboration agreements, primarily its collaboration agreement with Merck. The terms of these agreements generally require the Company to provide (i) license options for its compounds, (ii) research and development services and (iii) non-mandatory services in connection with participation in research or steering committees. Payments received under these arrangements may include non-refundable upfront license fees, partial or complete reimbursement of research and development costs, contingent consideration payments based on the achievement of defined collaboration objectives and royalties on sales of commercialized products. In some agreements, the collaboration partner is solely responsible for meeting defined objectives that trigger contingent or royalty payments. Often the partner only pursues such objectives subsequent to exercising an optional license on compounds identified as a result of the research and development services performed under the collaboration agreement. The Company assesses whether the promises in its arrangements, including any options provided to the partner, are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether the license to a compound is distinct from research and development services or participation in research or steering committees, as well as whether options create material rights in the contract. In situations when a contract includes distinct services that are substantially the same and have the same pattern of transfer to the customer over time, they are recognized as a series of distinct services. The transaction price in each arrangement is generally comprised of a non-refundable upfront fee and unconstrained variable consideration related to the performance of research and development services. The unconstrained variable consideration amount included in the transaction price represents an amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company typically submits a budget for the research and development services to the partner in advance of performing the services. The transaction price is allocated to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. Judgment is required to determine the SSP. In instances where the SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs. The Company utilizes judgment to assess the nature of its performance obligations to determine whether they are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress toward completion. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company’s collaboration agreements may include contingent payments related to specified development and regulatory milestones or contingent payments for royalties based on sales of a commercialized product. Milestones can be achieved for such activities in connection with progress in clinical trials, regulatory filings in various geographical markets and marketing approvals from health authorities. Sales-based royalties are generally related to the volume of annual sales of a commercialized product. At the inception of each agreement that includes such payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price by 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 its partner’s control, such as those related to regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation based on a relative SSP basis. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each such milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Pursuant to the guidance in ASC 606, sales-based royalties are not included in the transaction price. Instead, royalties are recognized at the later of when the performance obligation is satisfied or partially satisfied, or when the sale that gives rise to the royalty occurs. Contract modifications, defined as changes in the scope or price (or both) of a contract that are approved by the parties to the contract, such as a contract amendment, exist when the parties to a contract approve a modification that either creates new, or changes existing, enforceable rights and obligations of the parties to the contract. Depending on facts and circumstances, the Company accounts for a contract modification as one of the following: (i) a separate contract; (ii) a termination of the existing contract and a creation of a new contract; or (iii) a combination of the preceding treatments. A contract modification is accounted for as a separate contract if the scope of the contract increases because of the addition of promised services that are distinct and if the price of the contract increases by an amount of consideration that reflects the Company’s standalone selling prices of the additional promised services. When a contract modification is not considered a separate contract and the remaining services are distinct from the services transferred on or before the date of the contract modification, the Company accounts for the contract modification as a termination of the existing contract and a creation of a new contract. When a contract modification is not considered a separate contract and the remaining services are not distinct, the Company accounts for the contract modification as an add-on to the existing contract and as an adjustment to revenue on a cumulative catch-up basis. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expenses primarily include salaries and benefits for medical, clinical, quality, preclinical, manufacturing and research personnel, costs related to research activities, preclinical studies, clinical trials, drug manufacturing expenses and allocated overhead and facility occupancy costs. The Company accounts for non-refundable advance payments for goods or services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation programs include stock option grants, as well as shares issued under its 2019 Employee Stock Purchase Plan, or ESPP. Grants are awarded to employees, directors and nonemployees. The Company measures employee and director stock-based compensation expense for all stock-based awards at the grant date based on the fair value measurement of the award. Subsequent to the adoption of ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting on January 1, 2019, stock-based compensation expense for nonemployee awards is measured based on the fair value on the date of adoption. The expense is recorded on a straight-line basis over the requisite service period, which is generally the vesting period, for the entire award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures materially differ from estimates. The Company calculates the fair value measurement of stock options using the Black-Scholes option-pricing model. |
Foreign Currency Transactions | Foreign Currency Transactions The functional currency of NGM Australia is the U.S. dollar. Accordingly, all monetary assets and liabilities of the subsidiary are remeasured into U.S. dollars at the current period-end exchange rates and non-monetary assets are remeasured using historical exchange rates. Income and expense elements are remeasured to U.S. dollars using the average exchange rates in effect during the period. Remeasurement gains and losses are recorded as other income (expense), net on the condensed consolidated statements of operations. The Company is subject to foreign currency risk with respect to its clinical and manufacturing contracts denominated in currencies other than the U.S. dollar, primarily British Pounds, Swiss Francs, Australian dollars and the Euro. Payments on contracts denominated in foreign currencies are made at the spot rate on the day of payment. Changes in the exchange rate between billing dates and payment dates are recorded within other income (expense), net on the condensed consolidated statements of operations. |
Comprehensive Loss | Comprehensive LossComprehensive loss is composed of net loss and certain changes in stockholders’ equity that are excluded from net loss, primarily unrealized gains or losses, net of taxes, on the Company’s marketable securities. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the period, less shares subject to repurchase and excludes any dilutive effects of stock-based options and awards. Diluted net income per share is computed by giving effect to all potentially dilutive shares, including common stock issuable upon exercise of stock options. However, where there is a diluted net loss per share, no adjustment is made for potentially issuable shares since their effect would be anti-dilutive. In this case, diluted net loss per share is equal to basic net loss per share. |
Segment and Geographical Information | Segment and Geographical Information The Company operates in one business segment. Substantially all of the Company’s long-lived assets, primarily comprised of property and equipment, are based in the United States. For the three and nine months ended September 30, 2022 and 2021, the Company’s revenues were entirely within the United States based upon the location of the Company and Merck. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s results of operations and financial position upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Property and Equipment | Costs that improve assets or extend their economic lives are capitalized. Depreciation is recognized using the straight-line method based on an estimated useful life of the asset, which is as follows: Computer equipment 3 years Laboratory equipment and office furniture 3 years Leasehold improvement Shorter of life of asset or lease term Property and equipment consisted of the following (in thousands): September 30, December 31, Leasehold improvements $ 25,867 $ 25,880 Laboratory equipment and office furniture 23,077 21,916 Computer equipment 1,422 1,225 Construction-in-progress 262 18 Total property and equipment, gross 50,628 49,039 Less: accumulated depreciation and amortization (42,308) (38,968) Total property and equipment, net $ 8,320 $ 10,071 |
Accounting Standards Update and Change in Accounting Principle | The following table summarizes the effects of adopting ASC 842 on the Company's unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021 (in thousands): Nine Months Ended September 30, 2021 Previously Reported ASC 842 Adjustment As Adjusted Operating activities Noncash lease expense $ — $ 1,346 $ 1,346 Changes in operating assets and liabilities: Deferred rent (2,213) 2,213 — Operating lease liability — (3,559) (3,559) Net cash used in operating activities $ (54,894) $ — $ (54,894) |
Computation of Net Loss Per Common Share | Net loss per share was computed as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (47,261) $ (28,865) $ (126,230) $ (93,101) Denominator: Weighted average number of shares used in calculating net loss per share—basic and diluted 80,623 77,409 79,331 76,852 Net loss per share—basic and diluted $ (0.59) $ (0.37) $ (1.59) $ (1.21) |
Potentially Dilutive Securities Not Included in the Diluted Net Loss Per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): Three and Nine Months Ended 2022 2021 Options to purchase common stock 13,223 10,660 Shares committed under ESPP 472 215 Total 13,695 10,875 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Cash and Cash Equivalents and Marketable Securities Classified as Available-for-sale Securities | Cash equivalents and marketable securities are classified as available-for-sale securities and consisted of the following (in thousands): Amortized Gross Gross Fair As of September 30, 2022 U.S. treasury securities $ 104,802 $ — $ (497) $ 104,305 Money market funds 89,442 — — 89,442 Corporate and agency bonds 51,279 — (418) 50,861 Commercial paper 43,535 — — 43,535 Totals $ 289,058 $ — $ (915) $ 288,143 Classified as: Cash and cash equivalents $ 89,442 Short-term marketable securities (amortized cost of $199,616) 198,701 Total $ 288,143 Amortized Gross Gross Fair As of December 31, 2021 U.S. treasury securities $ 141,093 $ — $ (116) $ 140,977 Money market funds 129,763 — — 129,763 Corporate and agency bonds 64,997 7 (20) 64,984 Commercial paper 8,497 — — $ 8,497 Totals $ 344,350 $ 7 $ (136) $ 344,221 Classified as: Cash and cash equivalents $ 129,763 Short-term marketable securities (amortized cost of $214,587) 214,458 Total $ 344,221 |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes, by major security type, our available-for-sale securities that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): Fair Value Measurements As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. treasury securities $ 104,305 $ — $ — $ 104,305 Money market funds 89,442 — — 89,442 Corporate and agency bonds — 50,861 — 50,861 Commercial paper — 43,535 — 43,535 Totals $ 193,747 $ 94,396 $ — $ 288,143 Fair Value Measurements As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. treasury securities $ 140,977 $ — $ — $ 140,977 Money market funds 129,763 — — 129,763 Corporate and agency bonds — 64,984 — 64,984 Commercial paper — 8,497 — 8,497 Totals $ 270,740 $ 73,481 $ — $ 344,221 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalent | A reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount reported within the condensed consolidated statements of cash flows is as follows (in thousands): September 30, December 31, Cash and cash equivalents $ 101,449 $ 151,795 Restricted cash 3,954 1,499 Total cash, cash equivalents and restricted cash $ 105,403 $ 153,294 |
Schedule of Reconciliation of Restricted Cash | A reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount reported within the condensed consolidated statements of cash flows is as follows (in thousands): September 30, December 31, Cash and cash equivalents $ 101,449 $ 151,795 Restricted cash 3,954 1,499 Total cash, cash equivalents and restricted cash $ 105,403 $ 153,294 |
Property and Equipment | Costs that improve assets or extend their economic lives are capitalized. Depreciation is recognized using the straight-line method based on an estimated useful life of the asset, which is as follows: Computer equipment 3 years Laboratory equipment and office furniture 3 years Leasehold improvement Shorter of life of asset or lease term Property and equipment consisted of the following (in thousands): September 30, December 31, Leasehold improvements $ 25,867 $ 25,880 Laboratory equipment and office furniture 23,077 21,916 Computer equipment 1,422 1,225 Construction-in-progress 262 18 Total property and equipment, gross 50,628 49,039 Less: accumulated depreciation and amortization (42,308) (38,968) Total property and equipment, net $ 8,320 $ 10,071 |
Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, December 31, Clinical trials and research and development costs $ 13,041 $ 12,070 Personnel-related costs 9,605 10,298 Manufacturing costs 5,499 7,773 Accrued expenses 4,612 3,117 Total accrued liabilities $ 32,757 $ 33,258 |
Research Collaboration and Li_2
Research Collaboration and License Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Milestone Payments by Indications | A breakout of the milestone payments in connection with the potential achievement of certain clinical development events for each of the first three indications is as follows (in thousands): First Second Third Upon administration of an applicable product to the first patient in the first Phase 3 clinical trial for such product for the given indication $ 35,000 $ 25,250 $ 17,500 Upon first completion of a proof-of-concept trial for a CVM-related research program development candidate $ 10,000 $ — $ — Upon first completion of a proof-of-concept trial for a certain research development candidate for a lab program $ 10,000 $ — $ — A breakout of the aggregate milestone payments in connection with the potential achievement of both acceptance of an application for and receipt of regulatory approval for each of the first three indications, for each of the three geographic areas, is as follows (in thousands): First Second Third Total United States $ 75,000 $ 56,250 $ 37,500 $ 168,750 European Union 60,000 45,000 30,000 135,000 Japan 30,000 22,500 15,000 67,500 $ 165,000 $ 123,750 $ 82,500 $ 371,250 |
Schedule of Related Party Transactions | The Company recognized revenue from its collaboration and license agreements as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Related party revenue $ 7,911 $ 18,575 $ 37,152 $ 56,923 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease Costs | During the three and nine months ended September 30, 2022 and September 30, 2021, the components of lease costs, which were included in general and administrative expenses on the Company's consolidated statements of operations, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease costs $ 541 $ 541 $ 1,624 $ 1,624 Variable lease costs (1) 314 308 962 926 Total lease cost $ 855 $ 849 $ 2,586 $ 2,550 _____________ (1) Variable lease costs include certain additional charges for operating costs, including insurance, maintenance, taxes and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. |
Lessee, Operating Lease, Liability, Maturity | As of September 30, 2022, the maturities of the Company’s operating lease liabilities and future minimum lease payments were as follows (in thousands): Year Ending December 31, 2022 (remaining) $ 1,344 2023 5,455 Total undiscounted lease payments 6,799 Less: present value adjustment (111) Present value of lease liabilities $ 6,688 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Issuance | As of September 30, 2022 and December 31, 2021, the Company had reserved shares of common stock for issuance as follows (in thousands): September 30, December 31, Reserve balance for Sales Agreement 10,937 14,183 Common stock options outstanding 13,223 10,485 Common stock options available for grant 6,702 6,698 ESPP shares available for purchase 386 507 401(k) Matching Plan (1) 192 18 Total 31,440 31,891 ____________ (1) The Company sponsors a 401(k) defined contribution plan for its employees. Employee contributions are voluntary. In December 2011, the Company adopted the 401(k) Matching Plan, under which the Company made matching contributions in the form of common stock at a rate of $1.00 for each $2.00 of employee contributions up to a maximum $750 of common stock per employee per year. Effective January 1, 2022, the Company increased its matching contributions to a rate of $1.00 for each $2.00 of employee contributions up to a |
Summary of Activity under 2008 Plan and 2018 Plan | A summary of the activity under the 2008 Plan and the 2018 Plan is as follows: Outstanding Options Weighted Aggregate Number of Weighted Balances at December 31, 2021 10,485 $ 15.79 6.68 $ 52,349 Options granted 3,769 15.01 Options exercised (377) 7.54 Options cancelled (654) 21.34 Balances at September 30, 2022 13,223 $ 15.53 6.89 $ 22,962 Vested and expected to vest at September 30, 2022 12,779 $ 15.44 6.81 $ 22,951 Exercisable at September 30, 2022 8,817 $ 13.68 5.76 $ 22,891 |
Summary of Stock Based Compensation Expense | Stock-based compensation expense was allocated as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 4,182 $ 3,392 $ 12,804 $ 10,701 General and administrative 3,507 2,973 10,807 8,962 Total stock-based compensation expense $ 7,689 $ 6,365 $ 23,611 $ 19,663 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net loss | $ 47,261 | $ 46,519 | $ 32,450 | $ 28,865 | $ 36,692 | $ 27,544 | $ 126,230 | $ 93,101 | ||
Net cash used in operating activities | (114,035) | $ (54,894) | ||||||||
Accumulated deficit | 545,196 | 545,196 | $ 418,966 | [1] | ||||||
Cash, cash equivalents and marketable securities | $ 300,200 | $ 300,200 | ||||||||
Common stock remaining available to be sold under the Sales Agreement (in shares) | shares | 31,440 | 31,440 | 31,891 | |||||||
Number of operating business segment | segment | 1 | |||||||||
Open Market Sale Agreement | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock sold under Sales Agreement (in shares) | shares | 3,200 | |||||||||
Aggregate net proceeds | $ 49,400 | |||||||||
Common stock remaining available to be sold under the Sales Agreement (in shares) | shares | 76,200 | 76,200 | ||||||||
Merck | Revenue | Customer Concentration Risk | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Percentage of revenue | 100% | 100% | 100% | 100% | ||||||
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Life of Asset (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset (in years) | 3 years |
Laboratory equipment and office furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset (in years) | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Noncash lease expense | $ 1,449 | $ 1,346 |
Changes in operating assets and liabilities: | ||
Deferred rent | 0 | |
Operating lease liability | (3,774) | (3,559) |
Net cash used in operating activities | $ (114,035) | (54,894) |
Previously Reported | ||
Operating activities | ||
Noncash lease expense | 0 | |
Changes in operating assets and liabilities: | ||
Deferred rent | (2,213) | |
Operating lease liability | 0 | |
Net cash used in operating activities | (54,894) | |
Revision of Prior Period, Accounting Standards Update, Adjustment | ||
Operating activities | ||
Noncash lease expense | 1,346 | |
Changes in operating assets and liabilities: | ||
Deferred rent | 2,213 | |
Operating lease liability | (3,559) | |
Net cash used in operating activities | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (47,261) | $ (46,519) | $ (32,450) | $ (28,865) | $ (36,692) | $ (27,544) | $ (126,230) | $ (93,101) |
Denominator: | ||||||||
Weighted average number of shares used in computing net loss per share, basic (in shares) | 80,623 | 77,409 | 79,331 | 76,852 | ||||
Weighted average number of shares used in computing net loss per share, diluted (in shares) | 80,623 | 77,409 | 79,331 | 76,852 | ||||
Net loss per share, basic (in dollars per share) | $ (0.59) | $ (0.37) | $ (1.59) | $ (1.21) | ||||
Net loss per share, diluted (in dollars per share) | $ (0.59) | $ (0.37) | $ (1.59) | $ (1.21) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Potentially Dilutive Securities Not Included in the Diluted Net Loss Per Share Calculations (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculations of diluted per share (in shares) | 13,695 | 10,875 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculations of diluted per share (in shares) | 13,223 | 10,660 |
Shares committed under ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculations of diluted per share (in shares) | 472 | 215 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Cash and Cash Equivalents and Marketable Securities Classified as Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 289,058 | $ 344,350 |
Gross Unrealized Gain | 0 | 7 |
Gross Unrealized Loss | (915) | (136) |
Fair Value | 288,143 | 344,221 |
Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 89,442 | 129,763 |
Short-term marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 199,616 | 214,587 |
Fair Value | 198,701 | 214,458 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 104,802 | 141,093 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (497) | (116) |
Fair Value | 104,305 | 140,977 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 89,442 | 129,763 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 89,442 | 129,763 |
Corporate and agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 51,279 | 64,997 |
Gross Unrealized Gain | 0 | 7 |
Gross Unrealized Loss | (418) | (20) |
Fair Value | 50,861 | 64,984 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 43,535 | 8,497 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | $ 43,535 | $ 8,497 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Sep. 30, 2022 USD ($) security | Dec. 31, 2021 USD ($) security |
Fair Value Disclosures [Abstract] | ||
Cash on deposit with banks | $ | $ 12 | $ 22 |
Number of marketable securities in unrealized loss positions less than 12 months | security | 20 | 21 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Fair value of financial assets | $ 288,143 | $ 344,221 |
Level 1 | ||
Assets: | ||
Fair value of financial assets | 193,747 | 270,740 |
Level 2 | ||
Assets: | ||
Fair value of financial assets | 94,396 | 73,481 |
Level 3 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
U.S. treasury securities | ||
Assets: | ||
Fair value of financial assets | 104,305 | 140,977 |
U.S. treasury securities | Level 1 | ||
Assets: | ||
Fair value of financial assets | 104,305 | 140,977 |
U.S. treasury securities | Level 2 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
U.S. treasury securities | Level 3 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
Money market funds | ||
Assets: | ||
Fair value of financial assets | 89,442 | 129,763 |
Money market funds | Level 1 | ||
Assets: | ||
Fair value of financial assets | 89,442 | 129,763 |
Money market funds | Level 2 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
Money market funds | Level 3 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
Corporate and agency bonds | ||
Assets: | ||
Fair value of financial assets | 50,861 | 64,984 |
Corporate and agency bonds | Level 1 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
Corporate and agency bonds | Level 2 | ||
Assets: | ||
Fair value of financial assets | 50,861 | 64,984 |
Corporate and agency bonds | Level 3 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
Commercial paper | ||
Assets: | ||
Fair value of financial assets | 43,535 | 8,497 |
Commercial paper | Level 1 | ||
Assets: | ||
Fair value of financial assets | 0 | 0 |
Commercial paper | Level 2 | ||
Assets: | ||
Fair value of financial assets | 43,535 | 8,497 |
Commercial paper | Level 3 | ||
Assets: | ||
Fair value of financial assets | $ 0 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Reconciliation of Cash, Cash Equivalent and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Cash and cash equivalents | $ 101,449 | $ 151,795 | [1] | ||
Restricted cash | 3,954 | 1,499 | [1] | ||
Total cash, cash equivalents and restricted cash | $ 105,403 | $ 153,294 | $ 147,325 | $ 148,516 | |
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | $ 50,628 | $ 49,039 | ||
Less: accumulated depreciation and amortization | (42,308) | (38,968) | ||
Total property and equipment, net | 8,320 | 10,071 | [1] | $ 22,300 |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | 25,867 | 25,880 | ||
Laboratory equipment and office furniture | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | 23,077 | 21,916 | ||
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | 1,422 | 1,225 | ||
Construction-in-progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment, gross | $ 262 | $ 18 | ||
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation expense | $ 600 | $ 1,500 | $ 3,421 | $ 4,610 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Clinical trials and research and development costs | $ 13,041 | $ 12,070 |
Personnel-related costs | 9,605 | 10,298 |
Manufacturing costs | 5,499 | 7,773 |
Accrued expenses | 4,612 | 3,117 |
Total accrued liabilities | $ 32,757 | $ 33,258 |
Research Collaboration and Li_3
Research Collaboration and License Agreements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | 24 Months Ended | ||||||||
Mar. 31, 2022 | Apr. 01, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2015 | Mar. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2021 | ||
Collaborative Arrangement [Line Items] | |||||||||||||
Amount of additional fund received for research activities | $ 20,000,000 | ||||||||||||
Related party revenue | $ 7,900,000 | $ 37,200,000 | |||||||||||
Related party contract asset | 0 | 0 | $ 0 | ||||||||||
Contract liabilities | $ 6,967,000 | 6,967,000 | $ 17,774,000 | [1] | |||||||||
Proof-Of-Concept Trial, CVM Research | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Milestone payment for potential achievement of certain clinical development events | $ 10,000,000 | ||||||||||||
Collaboration Agreement | Merck | NGM Biopharmaceuticals | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Ownership interest | 16% | 16% | |||||||||||
Collaboration Agreement | Merck Sharp & Dohme Corp | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Share of global development costs percentage | 25% | ||||||||||||
Merck Amended Agreement | Minimum | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Option exercise fee | $ 40,000,000 | ||||||||||||
Merck Amended Agreement | Maximum | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Option exercise fee | 45,000,000 | ||||||||||||
Merck Amended Agreement | Proof-Of-Concept Trial, CVM Research | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Option exercise fee | $ 6,000,000 | ||||||||||||
Merck Sharp & Dohme Corp | Merck Original Agreement | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Performance of R&D services period | 5 years | ||||||||||||
Additional term | 2 years | 2 years | 2 years | ||||||||||
Amount of fund received for research activities | $ 75,000,000 | ||||||||||||
Research collaboration and license agreements extension fee | $ 20,000,000 | ||||||||||||
Merck Sharp & Dohme Corp | Merck Amended Agreement | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Additional term | 3 years | ||||||||||||
Amount of fund received for research activities | $ 86,000,000 | $ 86,000,000 | |||||||||||
Research collaboration and license agreements extension fee | 20,000,000 | ||||||||||||
Amount of additional fund received for research activities | $ 20,000,000 | ||||||||||||
Agreed-upon data package | 60 days | 60 days | |||||||||||
Funded percentage of global development costs | 50% | ||||||||||||
Remaining extension fee | 16,000,000 | ||||||||||||
Required amount to expend | 35,000,000 | ||||||||||||
Remaining extension term | 2 years | 2 years | |||||||||||
Research and development performance obligation period | 3 years | ||||||||||||
Transaction price for the two-year performance obligation | $ 126,700,000 | $ 126,700,000 | |||||||||||
Merck Sharp & Dohme Corp | Merck Amended Agreement | Forecast | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Amount of additional fund received for research activities | $ 20,000,000 | ||||||||||||
Remaining extension term | 2 years | ||||||||||||
Merck Sharp & Dohme Corp | Merck Amended Agreement | Minimum | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Reinvestment amount from option fee | 5,000,000 | ||||||||||||
Merck Sharp & Dohme Corp | Merck Amended Agreement | Maximum | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Reinvestment amount from option fee | $ 15,000,000 | ||||||||||||
Merck Sharp & Dohme Corp | Merck Amended Agreement | Proof-Of-Concept Trial, CVM Research | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Amount of fund received for research activities | $ 86,000,000 | ||||||||||||
Merck Sharp & Dohme Corp | NGM Merck Amended Agreement | |||||||||||||
Collaborative Arrangement [Line Items] | |||||||||||||
Reimbursable expense | $ 20,700,000 | ||||||||||||
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
Research Collaboration and Li_4
Research Collaboration and License Agreements - Schedule of Milestone Payments by Indications (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Proof-Of-Concept Trial, CVM Research | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | $ 10,000 |
First Indication | Proof-Of-Concept Trial, CVM Research | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 10,000 |
First Indication | Proof-Of-Concept Trial, B7H4 Research Program | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 10,000 |
Second Indication | Proof-Of-Concept Trial, CVM Research | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 0 |
Second Indication | Proof-Of-Concept Trial, B7H4 Research Program | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 0 |
Third Indication | Proof-Of-Concept Trial, CVM Research | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 0 |
Third Indication | Proof-Of-Concept Trial, B7H4 Research Program | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 0 |
Collaboration Agreement | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 371,250 |
Collaboration Agreement | United States | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 168,750 |
Collaboration Agreement | European Union | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 135,000 |
Collaboration Agreement | Japan | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 67,500 |
Collaboration Agreement | First Indication | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 165,000 |
Collaboration Agreement | First Indication | Phase 3 Clinical Event | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 35,000 |
Collaboration Agreement | First Indication | United States | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 75,000 |
Collaboration Agreement | First Indication | European Union | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 60,000 |
Collaboration Agreement | First Indication | Japan | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 30,000 |
Collaboration Agreement | Second Indication | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 123,750 |
Collaboration Agreement | Second Indication | Phase 3 Clinical Event | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 25,250 |
Collaboration Agreement | Second Indication | United States | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 56,250 |
Collaboration Agreement | Second Indication | European Union | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 45,000 |
Collaboration Agreement | Second Indication | Japan | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 22,500 |
Collaboration Agreement | Third Indication | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 82,500 |
Collaboration Agreement | Third Indication | Phase 3 Clinical Event | |
Collaborative Arrangement [Line Items] | |
Milestone payment for potential achievement of certain clinical development events | 17,500 |
Collaboration Agreement | Third Indication | United States | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 37,500 |
Collaboration Agreement | Third Indication | European Union | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | 30,000 |
Collaboration Agreement | Third Indication | Japan | |
Collaborative Arrangement [Line Items] | |
Milestone payments in connection with potential achievement of certain regulatory events | $ 15,000 |
Research Collaboration and Li_5
Research Collaboration and License Agreements - Schedule of Recognized Revenue from Collaboration and License Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement [Line Items] | ||||
Related party revenue | $ 7,900 | $ 37,200 | ||
Collaboration Agreement | Merck Sharp & Dohme Corp | ||||
Collaborative Arrangement [Line Items] | ||||
Related party revenue | $ 7,911 | $ 18,575 | $ 37,152 | $ 56,923 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Jul. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | [1] | Dec. 31, 2016 USD ($) | Dec. 31, 2015 USD ($) ft² | |
Operating Leased Assets [Line Items] | |||||||
Area of leased property | ft² | 122 | ||||||
Tenant improvement allowances | $ 15,200 | ||||||
Total leasehold improvements | $ 8,320 | $ 10,071 | $ 22,300 | ||||
Operating lease term | 10 years | 7 years | |||||
Reduction in letter of credit | $ 400 | ||||||
Weighted average discount rate | 1 year 3 months | ||||||
Operating lease liability | 2.85% | ||||||
Operating lease payment obligations | $ 4,000 | $ 3,800 | |||||
Increase in initial base rent (as a percent) | 3.50% | ||||||
Tenant improvement allowance | $ 4,900 | ||||||
Letter of Credit | |||||||
Operating Leased Assets [Line Items] | |||||||
Letter of credit | $ 2,500 | ||||||
Minimum | |||||||
Operating Leased Assets [Line Items] | |||||||
Operating lease option additional extend term | 8 years | ||||||
Maximum | |||||||
Operating Leased Assets [Line Items] | |||||||
Operating lease option additional extend term | 10 years | ||||||
Monthly base rent | |||||||
Operating Leased Assets [Line Items] | |||||||
Operating lease, expense | $ 900 | ||||||
Base rent, lease term | |||||||
Operating Leased Assets [Line Items] | |||||||
Operating lease, expense | $ 124,100 | ||||||
Letter of Credit | |||||||
Operating Leased Assets [Line Items] | |||||||
Letter of credit as a security deposit | $ 2,300 | ||||||
Reduction in letter of credit | $ 400 | ||||||
[1]The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited financial statements as of that date. |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease costs | $ 541 | $ 541 | $ 1,624 | $ 1,624 |
Variable lease costs | 314 | 308 | 962 | 926 |
Total lease cost | $ 855 | $ 849 | $ 2,586 | $ 2,550 |
Commitments and Contingencies_3
Commitments and Contingencies - Operating Lease Liability Maturity (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (remaining) | $ 1,344 |
2023 | 5,455 |
Total undiscounted lease payments | 6,799 |
Less: present value adjustment | (111) |
Present value of lease liabilities | $ 6,688 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) period $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2018 | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Shares reserved for future issuance | 31,440,000 | 31,440,000 | 31,891,000 | ||||
Stock options, early exercise, repurchase period | 4 years | ||||||
Weighted-average grant date fair value of stock options, granted (in dollars per share) | $ / shares | $ 10.03 | $ 18.89 | |||||
Intrinsic value of stock options exercised | $ | $ 3,000,000 | $ 31,500,000 | |||||
Tax benefits realized | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||
Common stock, shares issued (in shares) | 81,714,000 | 81,714,000 | 77,962,000 | ||||
Pension Plan | |||||||
Class of Stock [Line Items] | |||||||
Percentage of contribution matched by employer in common stock | 50% | ||||||
ESPP | |||||||
Class of Stock [Line Items] | |||||||
Maximum percentage of payroll deductions of employee's compensation | 15% | 15% | |||||
Maximum duration for purchase under employee stock purchase plan | 24 months | ||||||
Number of purchase periods | period | 4 | ||||||
Duration of each purchase period | 6 months | ||||||
Percentage of purchase of common stock fair market value | 85% | ||||||
Common stock, shares issued (in shares) | 614,366 | 614,366 | |||||
Open Market Sale Agreement | |||||||
Class of Stock [Line Items] | |||||||
Aggregate offering price | $ | $ 150,000,000 | ||||||
Common stock sold under Sales Agreement (in shares) | 3,200,000 | ||||||
Aggregate net proceeds | $ | $ 49,400,000 | ||||||
Shares reserved for future issuance | 76,200,000 | 76,200,000 | |||||
Minimum | |||||||
Class of Stock [Line Items] | |||||||
Stock options, vesting period | 4 years | ||||||
Maximum | |||||||
Class of Stock [Line Items] | |||||||
Stock options, vesting period | 10 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Shares of Common Stock Reserved for Issuance (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Common stock remaining available to be sold under the Sales Agreement (in shares) | 31,440,000 | 31,891,000 | |
Pension Plan | |||
Class of Stock [Line Items] | |||
Maximum annual contributions of common stock per employee per year | $ 750 | ||
Common stock reserved for future issuance (in shares) | 3,500 | ||
Reserve balance for Sales Agreement | |||
Class of Stock [Line Items] | |||
Common stock remaining available to be sold under the Sales Agreement (in shares) | 10,937,000 | 14,183,000 | |
Common stock options outstanding | |||
Class of Stock [Line Items] | |||
Common stock remaining available to be sold under the Sales Agreement (in shares) | 13,223,000 | 10,485,000 | |
Common stock options available for grant | |||
Class of Stock [Line Items] | |||
Common stock remaining available to be sold under the Sales Agreement (in shares) | 6,702,000 | 6,698,000 | |
ESPP shares available for purchase | |||
Class of Stock [Line Items] | |||
Common stock remaining available to be sold under the Sales Agreement (in shares) | 386,000 | 507,000 | |
401(k) Matching Plan | |||
Class of Stock [Line Items] | |||
Common stock remaining available to be sold under the Sales Agreement (in shares) | 192,000 | 200,000 | 17,813 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Activity under 2008 Plan and 2018 Plan (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of Options (In Thousands) | ||
Beginning balance (in shares) | shares | 10,485 | |
Options granted (in shares) | shares | 3,769 | |
Options exercised (in shares) | shares | (377) | |
Options cancelled (in shares) | shares | (654) | |
Ending balance (in shares) | shares | 13,223 | 10,485 |
Vested and expected to vest (in shares) | shares | 12,779 | |
Exercisable (in shares) | shares | 8,817 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 15.79 | |
Options granted (in dollars per share) | $ / shares | 15.01 | |
Options exercised (in dollars per share) | $ / shares | 7.54 | |
Options cancelled (in dollars per share) | $ / shares | 21.34 | |
Ending balance (in dollars per share) | $ / shares | 15.53 | $ 15.79 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ / shares | 15.44 | |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 13.68 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Life (In Years) | 6 years 10 months 20 days | 6 years 8 months 4 days |
Vested and expected to vest, weighted average remaining contractual life | 6 years 9 months 21 days | |
Exercisable, weighted average remaining contractual life | 5 years 9 months 3 days | |
Aggregate intrinsic value | $ | $ 22,962 | $ 52,349 |
Vested and expected to vest, aggregate intrinsic value | $ | 22,951 | |
Exercisable, aggregate intrinsic value | $ | $ 22,891 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Based Compensation Expense (Details) - Employees and Directors - ESPP - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 7,689 | $ 6,365 | $ 23,611 | $ 19,663 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 4,182 | 3,392 | 12,804 | 10,701 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 3,507 | $ 2,973 | $ 10,807 | $ 8,962 |