Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38129 | |
Entity Registrant Name | Mersana Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3562403 | |
Entity Address, Address Line One | 840 Memorial Drive | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 498-0020 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | MRSN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 122,361,236 | |
Entity Central Index Key | 0001442836 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 75,186 | $ 174,561 |
Short-term marketable securities | 107,960 | 34,523 |
Prepaid expenses and other current assets | 4,392 | 4,973 |
Total current assets | 187,538 | 214,057 |
Property and equipment, net | 3,408 | 3,831 |
Operating lease right-of-use assets | 6,949 | 7,694 |
Other assets, noncurrent | 478 | 478 |
Total assets | 198,373 | 226,060 |
Current liabilities: | ||
Accounts payable | 3,086 | 7,319 |
Accrued expenses | 15,856 | 21,898 |
Deferred revenue | 25,618 | 28,147 |
Operating lease liabilities | 3,547 | 3,252 |
Short-term debt | 5,208 | 2,083 |
Other current liabilities | 91 | 938 |
Total current liabilities | 53,406 | 63,637 |
Operating lease liabilities, noncurrent | 4,224 | 5,149 |
Long-term debt, net | 20,098 | 23,148 |
Deferred revenue, noncurrent | 92,022 | 97,167 |
Other liabilities, noncurrent | 638 | 55 |
Total liabilities | 170,388 | 189,156 |
Commitments (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Common stock, $0.0001 par value; 350,000,000 shares authorized; 122,359,130 and 120,711,745 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 12 | 12 |
Additional paid-in capital | 873,730 | 863,242 |
Accumulated other comprehensive (loss) income | (90) | 11 |
Accumulated deficit | (845,667) | (826,361) |
Total stockholders’ equity | 27,985 | 36,904 |
Total liabilities and stockholders’ equity | $ 198,373 | $ 226,060 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 122,359,130 | 120,711,745 |
Common stock, shares outstanding (in shares) | 122,359,130 | 120,711,745 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 9,245 | $ 7,802 |
Operating expenses: | ||
Research and development | 18,686 | 47,275 |
General and administrative | 11,560 | 18,328 |
Total operating expenses | 30,246 | 65,603 |
Other income (expense): | ||
Interest income | 2,697 | 2,621 |
Interest expense | (1,002) | (983) |
Total other income, net | 1,695 | 1,638 |
Net loss | (19,306) | (56,163) |
Unrealized (loss) gain on marketable securities | (101) | 164 |
Comprehensive loss | (19,407) | (55,999) |
Net loss attributable to common stockholders — basic | (19,306) | (56,163) |
Net loss attributable to common stockholders — diluted | $ (19,306) | $ (56,163) |
Net loss per share attributable to common stockholders — basic (in dollars per share) | $ (0.16) | $ (0.52) |
Net loss per share attributable to common stockholders — diluted (in dollars per share) | $ (0.16) | $ (0.52) |
Weighted-average number of shares of common stock used in net loss per share attributable to common stockholders — basic (in shares) | 121,424,953 | 107,514,655 |
Weighted-average number of shares of common stock used in net loss per share attributable to common stockholders — diluted (in shares) | 121,424,953 | 107,514,655 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | At Market Equity Offering Program | Common Stock | Common Stock At Market Equity Offering Program | Additional Paid-in Capital | Additional Paid-in Capital At Market Equity Offering Program | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 105,144,864 | |||||||
Balance at beginning of period at Dec. 31, 2022 | $ 92,057 | $ 11 | $ 746,889 | $ (152) | $ (654,691) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | 3,535,093 | |||||||
Issuance of common stock from at-the-market transactions, net of issuance costs | $ 21,795 | $ 21,795 | ||||||
Exercise of stock options (in shares) | 8,826 | |||||||
Exercise of stock options | 34 | 34 | ||||||
Vesting of restricted stock units and other stock awards (in shares) | 372,291 | |||||||
Stock-based compensation expense | 6,407 | 6,407 | ||||||
Other comprehensive gain (loss) | 164 | 164 | ||||||
Net loss | (56,163) | (56,163) | ||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 109,061,074 | |||||||
Balance at end of period at Mar. 31, 2023 | 64,294 | $ 11 | 775,125 | 12 | (710,854) | |||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 120,711,745 | |||||||
Balance at beginning of period at Dec. 31, 2023 | $ 36,904 | $ 12 | 863,242 | 11 | (826,361) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | 1,041,201 | |||||||
Issuance of common stock from at-the-market transactions, net of issuance costs | $ 5,780 | $ 5,780 | ||||||
Exercise of stock options (in shares) | 12,117 | 12,117 | ||||||
Exercise of stock options | $ 48 | 48 | ||||||
Vesting of restricted stock units and other stock awards (in shares) | 594,067 | |||||||
Stock-based compensation expense | 4,660 | 4,660 | ||||||
Other comprehensive gain (loss) | (101) | (101) | ||||||
Net loss | (19,306) | (19,306) | ||||||
Balance at end of period (in shares) at Mar. 31, 2024 | 122,359,130 | |||||||
Balance at end of period at Mar. 31, 2024 | $ 27,985 | $ 12 | $ 873,730 | $ (90) | $ (845,667) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
At Market Equity Offering Program | ||
Stock issuance costs | $ 185 | $ 558 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (19,306) | $ (56,163) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 423 | 319 |
Net amortization of premiums and discounts on marketable securities | (1,117) | (1,411) |
Stock-based compensation | 4,660 | 6,407 |
Non-cash operating lease expense | 745 | 669 |
Other non-cash items | 70 | 152 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 30,000 |
Prepaid expenses and other current assets | 580 | 620 |
Accounts payable | (4,166) | 4,728 |
Accrued expenses | (6,042) | (10,327) |
Operating lease liabilities | (630) | (697) |
Deferred revenue | (7,874) | (3,302) |
Net cash used in operating activities | (32,657) | (29,005) |
Cash flows from investing activities | ||
Maturities of marketable securities | 15,000 | 66,000 |
Purchase of marketable securities | (87,415) | (63,693) |
Purchase of property and equipment | (132) | (911) |
Net cash (used in) provided by investing activities | (72,547) | 1,396 |
Cash flows from financing activities | ||
Net proceeds from at-the-market facilities | 5,846 | 21,730 |
Proceeds from exercise of stock options | 48 | 34 |
Payment of debt issuance costs | 0 | (150) |
Payments under finance lease obligations | (65) | (65) |
Net cash provided by financing activities | 5,829 | 21,549 |
Decrease in cash, cash equivalents and restricted cash | (99,375) | (6,060) |
Cash, cash equivalents and restricted cash, beginning of period | 175,039 | 129,363 |
Cash, cash equivalents and restricted cash, end of period | 75,664 | 123,303 |
Supplemental cash flow information: | ||
Purchases of property and equipment in accounts payable and accrued expenses | 0 | 169 |
Common stock issuance costs in accounts payable and accrued expenses | 65 | 66 |
Cash paid for interest | $ 871 | $ 791 |
Nature of business and basis of
Nature of business and basis of presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and basis of presentation | Nature of business and basis of presentation Mersana Therapeutics, Inc. (the "Company") is a clinical-stage biopharmaceutical company focused on developing antibody-drug conjugates ("ADCs") that offer a clinically meaningful benefit for cancer patients with significant unmet need. The Company’s next-generation ADC platforms include Dolasynthen, which delivers a proprietary auristatin payload, and Immunosynthen, which delivers a proprietary stimulator of interferon genes ("STING") agonist payload. The Company is investigating XMT-1660, a B7-H4-directed Dolasynthen ADC, in a Phase 1 clinical trial enrolling patients with solid tumors, including in breast, endometrial and ovarian cancers. The Company initiated a Phase 1 clinical trial to investigate XMT-2056, an Immunosynthen STING-agonist ADC that is designed to target a novel epitope of human epidermal growth factor receptor 2 ("HER2"), in January 2023, enrolling previously treated patients with advanced/recurrent solid tumors expressing HER2, including breast, gastric, colorectal and non-small cell lung cancers. In March 2023, following a voluntary suspension of this clinical trial by the Company, this clinical trial was placed on clinical hold by the U.S. Food and Drug Administration ("FDA"), and the FDA lifted this clinical hold in October 2023. During the three months ended March 31, 2024, the Company re-opened clinical sites and resumed patient recruitment for its Phase 1 clinical trial of XMT-2056. The Company also has two additional earlier stage preclinical candidates, XMT-2068 and XMT-2175, that leverage the Company's Immunosynthen platform. In July 2023, the Company announced top-line data from its Phase 2 UPLIFT clinical trial of upifitamab rilsodotin ("UpRi"), which did not meet its primary endpoint. In connection with this announcement, on July 27, 2023, the Company further announced that its primary focus moving forward would be on advancing product candidates and collaborations utilizing its next-generation ADC platforms, Dolasynthen and Immunosynthen. As a result, the Company wound down its UpRi-related development activities and its regulatory and commercial readiness efforts and terminated its UPGRADE-A and Phase 3 UP-NEXT clinical trials of UpRi, on which the FDA had placed a partial clinical hold in June 2023. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, the need for additional capital, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval and reimbursement for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development of technological innovations by competitors, reliance on third party manufacturers and the ability to transition from pilot-scale production to large-scale manufacturing of products. The Company has incurred cumulative net losses since inception. For the three months ended March 31, 2024, the net loss was $19.3 million, compared to $56.2 million in the three months ended March 31, 2023. The Company expects to continue to incur operating losses for at least the next several years. As of March 31, 2024, the Company had an accumulated deficit of $845.7 million. The future success of the Company is dependent on, among other factors, its ability to identify and develop its product candidates and ultimately upon its ability to attain profitable operations. The Company has devoted substantially all of its financial resources and efforts to research and development and general and administrative expense to support such research and development. Net losses and negative operating cash flows have had, and will continue to have, an adverse effect on the Company’s stockholders’ equity and working capital. The Company believes that its currently available funds will be sufficient to fund the Company’s operations through at least the next twelve months from the issuance of this Quarterly Report on Form 10-Q. Management’s belief with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional funding. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates ("ASU") of the Financial Accounting Standards Board ("FASB"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2023 and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of March 31, 2024, the results of its operations for the three months ended March 31, 2024 and 2023, the statements of stockholders’ equity for the three months ended March 31, 2024 and 2023 and statements of cash flows for the three months ended March 31, 2024 and 2023. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2024 are not necessarily indicative of the results for the year ending December 31, 2024, or for any future period. Certain items in the prior period financial statements have been reclassified to conform to current period presentation. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly owned subsidiary, Mersana Securities Corp. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, management’s judgments with respect to the identification of performance obligations and standalone selling prices of those performance obligations within its revenue arrangements, accrued preclinical, manufacturing and clinical expenses, valuation of stock-based awards and income taxes. Actual results could differ from those estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and assess performance. The Company views its operations and manages its business as a single operating segment, which is the business of discovering and developing ADCs. Summary of Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2024 are consistent with those discussed in Note 2, Summary of Significant Accounting Policies , in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC 820, Fair Value Measurement, establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Concentration of Credit Risk and Off-balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. 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. The Company does not believe that it is subject to any significant concentrations of credit risk from these financial instruments. The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity, or a remaining maturity at the time of purchase, of three months or less to be cash equivalents. The Company invests excess cash primarily in money market funds, treasury securities, commercial paper and government agency securities, which are highly liquid and have strong credit ratings. These investments are subject to minimal credit and market risks. Cash and cash equivalents are stated at cost, which approximates market value. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies, and the Company adopts such pronouncements as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on the Company's condensed consolidated financial statements or disclosures. In November 2023, the FASB issued Accounting Standard Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact ASU 2023-07 may have on the Company's consolidated financial statements. In December 2023, the FASB, issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 may have on the Company's consolidated financial statements. |
Collaboration agreements
Collaboration agreements | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration agreements | Collaboration agreements GSK On August 6, 2022, the Company entered into a Collaboration, Option and License Agreement (the "GSK Agreement") with GlaxoSmithKline Intellectual Property (No. 4) Limited ("GSK"), pursuant to which the Company granted GSK an exclusive option to obtain an exclusive license (the “Option”) to co-develop and to commercialize products containing XMT-2056 (the "Licensed Products"), exercisable within a specified time period (the “Option Period”) after the Company delivers to GSK data resulting from completion of dose escalation with enrichment for breast cancer patients in a Phase 1 single-agent clinical trial of XMT-2056. GSK’s exercise of the Option may require clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Clearance” and GSK’s exercise of the Option following any applicable HSR Clearance, the “GSK Option Exercise”). Prior to the GSK Option Exercise, the Company will lead and will be responsible for the costs of manufacturing, research, and early clinical development related to its XMT-2056 program. Pursuant to the GSK Agreement, GSK paid the Company a non-refundable, upfront fee of $100.0 million in August 2022. Following the GSK Option Exercise, if any, GSK is obligated to pay the Company an option exercise payment of $90.0 million (the "Option Payment"). The GSK Agreement will terminate at the end of the Option Period if GSK does not exercise its Option. In the event of the GSK Option Exercise, unless earlier terminated, the GSK Agreement will continue in effect until the date on which the royalty term and all payment obligations with respect to all Licensed Products in all countries have expired. Accounting Analysis The Company assessed the GSK Agreement in accordance with ASC 606 and concluded that the contract counterparty, GSK, is a customer. The Company identified the following two material performance obligations under the GSK Agreement: (i) development activities, including manufacturing, research and early clinical development activities, necessary to deliver the package of data, information and materials specified in the GSK agreement (the "Development Activities") and (ii) the Option to co-develop and to commercialize Licensed Products (the "License Option"). The Company is recognizing revenue related to the Development Activities performance obligation over the estimated period of the pre-option development using a proportional performance model as the underlying activities are performed. Th e C ompany measures proportional performance based on the costs incurred relative to the total costs expected to be incurred. The Company deferred revenue recognition related to the License Option. If the License Option is exercised and GSK obtains an exclusive license, the Company will recognize revenue as it fulfills its obligations under the GSK Agreement. If the Option is not exercised, the Company will recognize the entirety of the revenue in the period when the Option expires. During the three months ended March 31, 2024 and 2023, the Company recorded collaboration revenue of a de minimis amount and $0.7 million, respectively, related to its efforts under the GSK Agreement. As of March 31, 2024 and December 31, 2023, the Company had recorded $94.8 million and $94.6 million, respectively, in deferred revenue related to the unsatisfied performance obligations under the GSK Agreement. This deferred revenue will be recognized over the remaining performance period and classified as current or noncurrent on the consolidated balance sheets based upon the expected timing of satisfaction of the performance obligations. Johnson & Johnson In February 2022, the Company entered into a research collaboration and license agreement with Janssen Biotech Inc. ("Johnson & Johnson" and such agreement, as amended on July 14, 2023 and September 25, 2023, the "Johnson & Johnson Agreement") focused on the research, development and commercialization of novel ADCs for three oncology targets by leveraging Mersana’s ADC expertise and Dolasynthen platform with Johnson & Johnson’s proprietary antibodies. Upon execution of the Johnson & Johnson Agreement, the Company received a non-refundable upfront payment of $40.0 million from Johnson & Johnson. Johnson & Johnson may select up to three targets and may substitute each target once prior to a substitution deadline. Johnson & Johnson is not required to pay a fee for its first substitution right, but must pay a one-time fee for access to the subsequent substitution rights following its exercise of its second substitution right. During the year ended December 31, 2023, Johnson & Johnson exercised its first substitution right for a certain target. Pursuant to mutually agreed research and chemistry, manufacturing and controls ("CMC") plans, the Company will perform bioconjugation, production development, preclinical manufacturing, and certain related research and preclinical development activities, in order to progress the targets through investigational new drug application ("IND") submission for further development, manufacture and commercialization by Johnson & Johnson. The Company estimates that its activities under the research plans for the targets will be performed into 2025. Johnson & Johnson is required to pay for the Company's CMC activities at agreed upon rates. Unless earlier terminated, the Johnson & Johnson Agreement will expire upon the expiration of the last royalty term for a product under the Johnson & Johnson Agreement. Johnson & Johnson may request that the Company perform clinical manufacturing services under a separate clinical supply agreement. Johnson & Johnson may also request that the Company perform a technology transfer of bioconjugation and manufacturing process technology, at Johnson & Johnson's cost, at an agreed upon rate. Accounting Analysis The Company assessed the Johnson & Johnson Agreement in accordance with ASC 606 and concluded that the contract counter party, Johnson & Johnson, is a customer. The Company identified the following seven material performance obligations under the Johnson & Johnson Agreement: (i) exclusive Johnson & Johnson Licenses and research activities for each of the three designated targets, (ii) CMC activities for each of the three designated targets and (iii) the first target substitution right. The Company determined that the consideration for CMC activities represents variable consideration. CMC activities for one of the three designated targets have been initiated. The Company has elected to apply the Right to Invoice practical expedient under ASC 606 related to the CMC activities. As such, the Company will recognize revenue related to the CMC activities when the services are performed over the corresponding CMC plan for a given target. As of March 31, 2024, the revised total transaction price for the Johnson & Johnson Agreement was $48.0 million based on the reassessment of the constraint of certain development milestones and the remaining risks associated with the development required to achieve the milestones. The Company is recognizing revenue related to the Johnson & Johnson Licenses and research services performance obligation over the estimated period of the research services using a proportional performance model. The Company measures proportional performance based on the costs incurred relative to the total costs expected to be incurred. In February 2024, the Company arranged to provide additional CMC activities to Johnson & Johnson (the "2024 CMC Arrangement) . These CMC activities are a single combined performance obligation. As of March 31, 2024, the transaction price was $5.0 million based on the total costs expected to be incurred to develop and manufacture drug substance. The Company is recognizing revenue related to the performance obligation over the estimated period of the CMC activities using a proportional performance model. During the three months ended March 31, 2024 and 2023, the Company recorded collaboration revenue of $6.1 million and $1.5 million, respectively, related to its performance obligations under the Johnson & Johnson Agreement. As of March 31, 2024 and December 31, 2023, the Company had recorded $5.7 million and $10.4 million, respectively, in deferred revenue related to the Johnson & Johnson Agreement and the 2024 CMC Arrangement that will be recognized over the remaining performance period and classified as current on the consolidated balance sheets based upon the expected timing of satisfaction of respective performance obligations. Merck KGaA Immunosynthen Platform Agreement In December 2022, the Company entered into a research collaboration and license agreement with Ares Trading S.A., a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany (Merck KGaA and/or its affiliate, as applicable, "Merck KGaA" and such agreement, the "2022 Merck KGaA Agreement"), focused on the research, development and commercialization of novel ADCs for up to two specific target antigens by leveraging Mersana’s ADC expertise and Immunosynthen platform with Merck KGaA’s proprietary antibodies. In connection with the 2022 Merck KGaA Agreement, the Company received a non-refundable upfront payment of $30.0 million. Pursuant to the 2022 Merck KGaA Agreement, the Company granted Merck KGaA two exclusive, non-transferable, worldwide licenses - a research license and a commercialization license (together, the "Merck KGaA Licenses"). Pursuant to mutually agreed research and CMC plans, the Company will perform bioconjugation, production development, preclinical manufacturing, and certain related research and preclinical development activities, in order to progress the targets through IND (or foreign equivalent) submission for further development, manufacture and commercialization by Merck KGaA. The Company estimates that its activities under the research plans for the targets will be performed into 2026. The Company's CMC activities will be compensated by Merck KGaA at agreed upon rates. Unless earlier terminated, the 2022 Merck KGaA Agreement will expire upon the expiration of the last royalty term for a product under the 2022 Merck KGaA Agreement. Merck KGaA may request that the Company perform clinical manufacturing services under a separate clinical supply agreement. Merck KGaA may also request that the Company perform a technology transfer of bioconjugation technology, at Merck KGaA's cost, at an agreed upon rate. Accounting Analysis The Company assessed the 2022 Merck KGaA Agreement in accordance with ASC 606 and concluded that the contract counter party, Merck KGaA, is a customer. The Company identified the following four material performance obligations under the 2022 Merck KGaA Agreement: (i) exclusive Merck KGaA Licenses and research activities for each of the two designated targets and (ii) CMC activities for each of the two designated targets. The Company is recognizing revenue related to the Merck KGaA Licenses and research services performance obligation over the estimated period of the research services using a proportional performance model. The Company measures proportional performance based on the costs incurred relative to the total costs expected to be incurred. During the three months ended March 31, 2024 and 2023, the Company recorded collaboration revenue of $3.2 million and $3.1 million, respectively, related to its efforts under the 2022 Merck KGaA Agreement. As of March 31, 2024 and December 31, 2023, the Company had recorded $17.1 million and $20.2 million, respectively, in deferred revenue related to the unsatisfied performance obligations under the 2022 Merck KGaA Agreement. This deferred revenue will be recognized over the remaining performance period and classified as current or noncurrent on the consolidated balance sheets based upon the expected timing of satisfaction of respective performance obligations. Summary of Contract Assets and Liabilities The following table presents changes in the balances of the Company's contract liabilities: Balance at Beginning of Period Additions Deductions Balance at End of Period Three months ended March 31, 2024 Contract liabilities: Total deferred revenue $ 125,314 $ 1,573 $ 9,247 $ 117,640 Three months ended March 31, 2023 Contract liabilities: Total deferred revenue $ 147,653 $ — $ 3,302 $ 144,351 The Company did not record any contract assets associated with its collaboration agreements as of March 31, 2024 and 2023. During the three months ended March 31, 2024 and 2023, the Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods: Three months ended March 31, 2024 2023 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 9,245 $ 5,110 Other Revenue The Company has provided limited services for a collaborator, Asana BioSciences, LLC ("Asana Biosciences"), pursuant to a 2012 research, development and license agreement (the "Asana Biosciences Agreement"). The Company did not recognize revenue related to these services during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company recognized revenue of $2.5 million related to achievement of a development milestone under the Asana Biosciences Agreement. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the level within fair value hierarchy of the valuation techniques utilized to determine such value. March 31, 2024 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 28,658 $ 28,658 $ — $ — Marketable securities U.S. treasury securities $ 107,960 $ 107,960 $ — $ — December 31, 2023 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 90,649 $ 90,649 $ — $ — U.S. treasury securities 24,889 24,889 — — $ 115,538 $ 115,538 $ — $ — Marketable securities U.S. treasury securities $ 29,548 $ 29,548 $ — $ — U.S. government agency securities 4,975 — 4,975 — $ 34,523 $ 29,548 $ 4,975 $ — There were no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2024 or during the year ended December 31, 2023. Investments classified as Level 1 within the valuation hierarchy generally consist of U.S. treasury securities and money market funds, as the fair value is readily determinable based on active daily markets for identical securities. Investments classified as Level 2 within the valuation hierarchy generally consist of U.S. government agency securities, as the fair value is readily determinable based on active daily markets for similar securities and other observable inputs. The Company estimates the fair values of investments by taking into consideration valuations obtained from third-party pricing sources. The carrying amounts reflected in the consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature. As of March 31, 2024 and December 31, 2023, the carrying value of the Company’s outstanding borrowing under the New Credit Facility (as defined in Note 7, Debt ) approximated fair value (a Level 2 fair value measurement), reflecting interest rates currently available to the Company. The New Credit Facility is discussed in more detail in Note 7, Debt . |
Cash, cash equivalents, and sho
Cash, cash equivalents, and short-term marketable securities | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash, cash equivalents, and short-term marketable securities | Cash, cash equivalents, and short-term marketable securities Cash and cash equivalents The following table summarizes the Company's cash, cash equivalents, and restricted cash as of March 31, 2024 and 2023. Three Months Ended Three Months Ended (in thousands) Beginning End Beginning End Cash and cash equivalents $ 174,561 $ 75,186 $ 128,885 $ 122,825 Restricted cash included in other assets, noncurrent 478 478 478 478 Total cash, cash equivalents and restricted cash per statement of cash flows $ 175,039 $ 75,664 $ 129,363 $ 123,303 Marketable securities The following tables summarize the Company's marketable securities held at March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 108,050 $ — $ (90) $ 107,960 December 31, 2023 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 29,535 $ 13 $ — $ 29,548 U.S. government agency securities 4,977 — (2) 4,975 Total $ 34,512 $ 13 $ (2) $ 34,523 All of the Company's marketable securities are due within one year or less. The Company did not realize any gains or losses recognized on the sale of marketable securities during the three months ended March 31, 2024 and 2023, and as a result, the Company did not reclassify any amounts out of accumulated comprehensive loss. |
Accrued expenses
Accrued expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Accrued expenses | Accrued expenses Accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023: (in thousands) March 31, December 31, Accrued payroll and related expenses $ 5,395 $ 8,807 Accrued research, development and non-clinical expenses 3,268 3,090 Accrued clinical expenses 3,119 5,063 Accrued manufacturing expenses 2,518 2,566 Accrued professional fees 995 936 Accrued restructuring expenses 202 1,047 Accrued other 359 389 $ 15,856 $ 21,898 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt On October 29, 2021, the Company entered into a loan and security agreement (as amended on February 17, 2022, October 17, 2022, December 27, 2022, and March 23, 2023, the "New Credit Facility") with Silicon Valley Bank ("former SVB") and Oxford Finance LLC ("Oxford" and, together with former SVB and the other lenders from time to time a party thereto, the "Lenders"). In March 2023, Silicon Valley Bridge Bank, N.A ("SVBB"), as successor in interest to former SVB, replaced former SVB as a Lender, and then Silicon Valley Bank, a division of First-Citizens Bank & Trust Company ("SVB"), which assumed all deposits and loans of SVBB, subsequently replaced SVBB as a Lender. The New Credit Facility is secured by substantially all of the Company's personal property owned or later acquired, excluding intellectual property (but including the rights to payments and proceeds from intellectual property), and a negative pledge on intellectual property. The Company has drawn $25.0 million under the New Credit Facility as of March 31, 2024. As of March 31, 2024, no additional borrowing amounts were available to the Company under the New Credit Facility. Refer to Note 8, Debt , in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding the New Credit Facility. As of March 31, 2024, the Company was in compliance with all covenants under the New Credit Facility. There were no events of default under the New Credit Facility as of March 31, 2024. The following is a summary of obligations under the New Credit Facility as of March 31, 2024: (in thousands) March 31, Total debt $ 25,000 Less: Current portion of long-term debt (5,208) Total debt, net of current portion 19,792 Debt financing costs, net of accretion (216) Accretion related to final payment 522 Long-term debt, net $ 20,098 |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ equity | Stockholders’ equity Preferred stock As of March 31, 2024, the Company had 25,000,000 shares of authorized preferred stock. No shares of preferred stock have been issued. At-the-market ("ATM") equity offering program In February 2022, the Company established an ATM equity offering program (the "February 2022 ATM"), pursuant to which it was able to offer and sell up to $100.0 million of its common stock from time to time at prevailing market prices. During the three months ended March 31, 2023, the Company sold 256,386 shares of common stock under the February 2022 ATM, resulting in net proceeds of $1.6 million. As of March 31, 2023, the February 2022 ATM had been fully utilized. In November 2022, the Company established an additional ATM equity offering program (the "November 2022 ATM"), pursuant to which it is able to offer and sell up to $150.0 million of its common stock from time to time at prevailing market prices. During the three months ended March 31, 2024 and 2023, the Company sold 1,041,201 and 3,278,707 shares of common stock under the November 2022 ATM, respectively, resulting in net proceeds of $5.8 million and $20.2 million, respectively. As of March 31, 2024, approximately $50.0 million remained unsold and available for sale under the November 2022 ATM. In February 2024, the Company established an additional ATM equity offering program (the "February 2024 ATM"), pursuant to which it is able to offer and sell up to $100.0 million of its common stock from time to time at prevailing market prices. As of March 31, 2024, approximately $100.0 million remained unsold and available for sale under the February 2024 ATM. Common stock The holders of the common stock are entitled to one vote for each share held. Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors of the Company (the "Board"). As of March 31, 2024 and December 31, 2023, there were 17,996,810 and 14,736,953, respectively, shares of common stock reserved for the exercise of outstanding stock options, restricted stock units ("RSUs") and warrants. March 31, December 31, Stock options 12,710,439 10,902,845 Restricted stock units 5,286,371 3,834,108 17,996,810 14,736,953 |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation Stock incentive plans Prior to its initial public offering, the Company granted stock options pursuant to the Company’s 2007 Stock Incentive Plan (the "2007 Plan"). The 2007 Plan expired in June 2017. Any cancellations or forfeitures of options granted under the 2007 Plan will increase the options available under the Company's 2017 Stock Incentive Plan (the "2017 Plan"), as described below. In June 2017 the Company’s stockholders approved the 2017 Plan. Under the 2017 Plan, shares of common stock could be granted to the Company's employees, officers, directors, consultants and advisors in the form of options, RSUs or other stock-based awards. The number of shares of common stock issuable under the 2017 Plan will be cumulatively increased annually on January 1 by the lesser of (a) 4% of the outstanding shares on the immediately preceding December 31 or (b) such other amount specified by the Board. The terms of the awards are determined by the Board, subject to the provisions of the 2017 Plan. Any cancellations or forfeitures of options granted under the 2007 Plan, which expired in June 2017, would increase the number of shares that could be granted under the 2017 Plan. On January 1, 2024, the number of shares of common stock issuable under the 2017 Plan was increased by 4,828,469 shares. During the three months ended March 31, 2024, the Company granted an aggregate of 4,580,278 RSUs and options to purchase shares of common stock to employees and non-employee directors under the 2017 Plan. As of March 31, 2024, there were 2,895,583 shares available for future issuance under the 2017 Plan. Under the 2017 Plan, with respect to both incentive stock options and nonqualified stock options, the exercise price per share will not be less than the fair market value of the common stock on the date of grant and the vesting period for options granted to employees is generally four years. In accordance with the Company's non-employee director compensation policy, as in effect from time to time, options granted to non-employee directors in lieu of cash retainer fees earned are fully vested upon grant, options granted to non-employee directors upon initial election to the board of directors vest over three years, and options granted to non-employee directors on the date of each of annual meeting of stockholders vest over one year. Options granted under the 2017 Plan expire no later than 10 years from the date of grant. Options under the 2007 Plan were granted at an exercise price established by the Board (or an authorized committee thereof) that was not less than the fair market value of the underlying common stock on the date of grant and subject to such vesting provisions determined by the Board (or an authorized committee thereof). The Board may accelerate vesting or otherwise adjust the terms of granted options in the case of a merger, consolidation, dissolution, or liquidation of the Company. Inducement awards From time to time, the Company grants to its employees, upon approval by the Board or an authorized committee thereof, options to purchase shares of common stock and/or RSUs as an inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4). Prior to February 2022, only options to purchase shares of common stock were granted as inducement awards, and they were granted outside of an existing equity incentive plan. These options are subject to terms substantially the same as the 2017 Plan. In February 2022, the Board adopted the Company's 2022 Inducement Stock Incentive Plan (the "Inducement Plan"), which provides for the grant of nonstatutory options, stock appreciation rights, restricted stock, RSUs and other stock-based awards, with respect to an aggregate of 2,000,000 shares of the Company's common stock (subject to adjustment as provided in the Inducement Plan). As of March 31, 2024, there were 1,280,925 shares available for future issuance under the Inducement Plan. As of March 31, 2024, there were options to purchase 457,500 shares of common stock outstanding which were granted as inducement awards prior to the establishment of the Inducement Plan. Stock option activity A summary of stock option activity is as follows: Number Weighted- Outstanding at January 1, 2024 10,902,845 $ 7.42 Granted 2,289,529 $ 3.02 Exercised (12,117) $ 3.21 Cancelled/forfeited (469,818) $ 8.36 Outstanding at March 31, 2024 12,710,439 $ 6.59 Exercisable at March 31, 2024 6,626,590 $ 8.21 The weighted-average grant date fair value of options granted during the three months ended March 31, 2024 and 2023 was $2.60 and $6.06 per share, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2024 and 2023 was immaterial. The aggregate intrinsic value represents the difference between the exercise price and the selling price received by option holders upon the exercise of stock options during the period. Cash received from the exercise of stock options was immaterial for the three months ended March 31, 2024 and 2023. Restricted stock units and other awards The Company periodically issues RSUs with a service condition to certain officers and other employees that typically vest between one year and four years from the grant date. In accordance with its non-employee director compensation policy, as in effect from time to time, the Company annually issues RSUs with a service condition to non-employee directors that typically vest one year from the date of grant, and the Company may also issue shares of common stock in lieu of cash retainer fees earned to certain non-employee directors, which shares are fully vested upon grant. A summary of the RSU activity is as follows: Number of Shares Unvested at January 1, 2024 3,834,108 Granted 2,290,749 Vested (594,067) Forfeited (a) (244,419) Unvested at March 31, 2024 5,286,371 (a) Includes 14,467 rescinded RSUs. Employee stock purchase plan During the year ended December 31, 2017, the Board adopted, and the Company’s stockholders approved the 2017 employee stock purchase plan (the "2017 ESPP"). The number of shares of common stock issuable under the 2017 ESPP was increased by 450,000 on January 1, 2024. The Company did not issue shares under the 2017 ESPP during the three months ended March 31, 2024 and 2023. As of March 31, 2024, there were 814,283 shares available for issuance under the 2017 ESPP. Stock-based compensation expense The Company uses the provisions of ASC 718, Stock Compensation , to account for all stock-based awards to employees and non-employees. Stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period, using the straight-line method. The following table presents stock-based compensation expense by award type included within the Company’s condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, (in thousands) 2024 2023 Stock options $ 2,597 $ 4,219 Restricted stock units and other stock awards 1,949 1,893 Employee stock purchase plan 114 295 Stock-based compensation expense included in total operating expenses $ 4,660 $ 6,407 The following table presents stock-based compensation expense as reflected in the Company’s condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, (in thousands) 2024 2023 Research and development $ 2,528 $ 3,332 General and administrative 2,132 3,075 Stock-based compensation expense included in total operating expenses $ 4,660 $ 6,407 As of March 31, 2024, there was $17.8 million and $15.9 million of unrecognized stock-based compensation expense related to unvested stock options and unvested RSUs, respectively, that is expected to be recognized over a weighted-average period of 2.0 years and 2.9 years, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended 2024 2023 Risk-free interest rate 3.9 % 3.6 % Expected dividend yield — % — % Expected term (years) 6.06 6.07 Expected stock price volatility 115 % 99 % Expected volatility for the Company’s common stock is determined based on its historical volatility. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the expected term of the option. No dividend yield was assumed as the Company has not historically and does not expect to pay dividends on its common stock. The expected term of the options granted is based on the use of the simplified method, in which the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without further consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock method. For purposes of the diluted net loss per share calculation, stock options, unvested RSUs and warrants to purchase common stock are considered to be potentially dilutive securities, but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented. The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares): Three months ended March 31, 2024 Three months ended March 31, 2023 Stock options 12,710,439 12,299,527 Unvested restricted stock units 5,286,371 3,447,387 Warrants — 22,590 17,996,810 15,769,504 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments License agreements During the three months ended March 31, 2024 and 2023, the Company did not record research and development expense related to non-refundable license payments. During the three months ended March 31, 2024 and 2023, the Company did not record research and development expense related to development milestones. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (19,306) | $ (56,163) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include those of the Company and its wholly owned subsidiary, Mersana Securities Corp. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates which include, but are not limited to, management’s judgments with respect to the identification of performance obligations and standalone selling prices of those performance obligations within its revenue arrangements, accrued preclinical, manufacturing and clinical expenses, valuation of stock-based awards and income taxes. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and assess performance. The Company views its operations and manages its business as a single operating segment, which is the business of discovering and developing ADCs. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC 820, Fair Value Measurement, establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Concentration of Credit Risk and Off-balance Sheet Risk | Concentration of Credit Risk and Off-balance Sheet Risk |
Concentration of Credit Risk and Off-balance Sheet Risk | Concentration of Credit Risk and Off-balance Sheet Risk |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity, or a remaining maturity at the time of purchase, of three months or less to be cash equivalents. The Company invests excess cash primarily in money market funds, treasury securities, commercial paper and government agency securities, which are highly liquid and have strong credit ratings. These investments are subject to minimal credit and market risks. Cash and cash equivalents are stated at cost, which approximates market value. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies, and the Company adopts such pronouncements as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on the Company's condensed consolidated financial statements or disclosures. In November 2023, the FASB issued Accounting Standard Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact ASU 2023-07 may have on the Company's consolidated financial statements. In December 2023, the FASB, issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 may have on the Company's consolidated financial statements. |
Net Loss per share | Net loss per share Basic net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without further consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock method. |
Collaboration agreements (Table
Collaboration agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in the Balance of Our Contract Assets and Liabilities and Recognized Revenue | The following table presents changes in the balances of the Company's contract liabilities: Balance at Beginning of Period Additions Deductions Balance at End of Period Three months ended March 31, 2024 Contract liabilities: Total deferred revenue $ 125,314 $ 1,573 $ 9,247 $ 117,640 Three months ended March 31, 2023 Contract liabilities: Total deferred revenue $ 147,653 $ — $ 3,302 $ 144,351 During the three months ended March 31, 2024 and 2023, the Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods: Three months ended March 31, 2024 2023 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 9,245 $ 5,110 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the level within fair value hierarchy of the valuation techniques utilized to determine such value. March 31, 2024 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 28,658 $ 28,658 $ — $ — Marketable securities U.S. treasury securities $ 107,960 $ 107,960 $ — $ — December 31, 2023 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 90,649 $ 90,649 $ — $ — U.S. treasury securities 24,889 24,889 — — $ 115,538 $ 115,538 $ — $ — Marketable securities U.S. treasury securities $ 29,548 $ 29,548 $ — $ — U.S. government agency securities 4,975 — 4,975 — $ 34,523 $ 29,548 $ 4,975 $ — |
Cash, cash equivalents, and s_2
Cash, cash equivalents, and short-term marketable securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Restricted Cash | The following table summarizes the Company's cash, cash equivalents, and restricted cash as of March 31, 2024 and 2023. Three Months Ended Three Months Ended (in thousands) Beginning End Beginning End Cash and cash equivalents $ 174,561 $ 75,186 $ 128,885 $ 122,825 Restricted cash included in other assets, noncurrent 478 478 478 478 Total cash, cash equivalents and restricted cash per statement of cash flows $ 175,039 $ 75,664 $ 129,363 $ 123,303 |
Schedule of Debt Securities, Available-for-Sale | The following tables summarize the Company's marketable securities held at March 31, 2024 and December 31, 2023. March 31, 2024 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 108,050 $ — $ (90) $ 107,960 December 31, 2023 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 29,535 $ 13 $ — $ 29,548 U.S. government agency securities 4,977 — (2) 4,975 Total $ 34,512 $ 13 $ (2) $ 34,523 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023: (in thousands) March 31, December 31, Accrued payroll and related expenses $ 5,395 $ 8,807 Accrued research, development and non-clinical expenses 3,268 3,090 Accrued clinical expenses 3,119 5,063 Accrued manufacturing expenses 2,518 2,566 Accrued professional fees 995 936 Accrued restructuring expenses 202 1,047 Accrued other 359 389 $ 15,856 $ 21,898 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of obligations under the New Credit Facility as of March 31, 2024: (in thousands) March 31, Total debt $ 25,000 Less: Current portion of long-term debt (5,208) Total debt, net of current portion 19,792 Debt financing costs, net of accretion (216) Accretion related to final payment 522 Long-term debt, net $ 20,098 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule for Number of Common Stock Reserved for Exercise of Outstanding Stock Options and Warrants | March 31, December 31, Stock options 12,710,439 10,902,845 Restricted stock units 5,286,371 3,834,108 17,996,810 14,736,953 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity Under Plan | A summary of stock option activity is as follows: Number Weighted- Outstanding at January 1, 2024 10,902,845 $ 7.42 Granted 2,289,529 $ 3.02 Exercised (12,117) $ 3.21 Cancelled/forfeited (469,818) $ 8.36 Outstanding at March 31, 2024 12,710,439 $ 6.59 Exercisable at March 31, 2024 6,626,590 $ 8.21 |
Schedule of Restricted Stock Activity | A summary of the RSU activity is as follows: Number of Shares Unvested at January 1, 2024 3,834,108 Granted 2,290,749 Vested (594,067) Forfeited (a) (244,419) Unvested at March 31, 2024 5,286,371 (a) Includes 14,467 rescinded RSUs. |
Schedule of Stock-Based Compensation Expense by Award Type | The following table presents stock-based compensation expense by award type included within the Company’s condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, (in thousands) 2024 2023 Stock options $ 2,597 $ 4,219 Restricted stock units and other stock awards 1,949 1,893 Employee stock purchase plan 114 295 Stock-based compensation expense included in total operating expenses $ 4,660 $ 6,407 |
Schedule of Stock-Based Compensation Expense as Reflected in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss | The following table presents stock-based compensation expense as reflected in the Company’s condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, (in thousands) 2024 2023 Research and development $ 2,528 $ 3,332 General and administrative 2,132 3,075 Stock-based compensation expense included in total operating expenses $ 4,660 $ 6,407 |
Schedule of Weighted Average Assumptions for Estimating Fair Value of Option Awards | The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended 2024 2023 Risk-free interest rate 3.9 % 3.6 % Expected dividend yield — % — % Expected term (years) 6.06 6.07 Expected stock price volatility 115 % 99 % |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Potentially Dilutive Securities | The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares): Three months ended March 31, 2024 Three months ended March 31, 2023 Stock options 12,710,439 12,299,527 Unvested restricted stock units 5,286,371 3,447,387 Warrants — 22,590 17,996,810 15,769,504 |
Nature of business and basis _2
Nature of business and basis of presentation (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) candidate | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of additional preclinical candidates | candidate | 2 | ||
Net loss | $ (19,306) | $ (56,163) | |
Accumulated deficit | $ (845,667) | $ (826,361) |
Summary of significant accoun_3
Summary of significant accounting policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Collaboration agreements - Glax
Collaboration agreements - GlaxoSmithKline (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Aug. 31, 2022 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 06, 2022 performanceObligation | |
Collaboration agreements | ||||||
Collaboration revenue | $ 9,245 | $ 7,802 | ||||
Deferred revenue | 117,640 | 144,351 | $ 125,314 | $ 147,653 | ||
GSK Agreement | ||||||
Collaboration agreements | ||||||
Upfront payment received | $ 100,000 | |||||
Collaboration arrangement, potential option exercise receivable | $ 90,000 | |||||
Performance obligations identified | performanceObligation | 2 | |||||
Collaboration revenue | 0 | $ 700 | ||||
Deferred revenue | $ 94,800 | $ 94,600 |
Collaboration agreements - John
Collaboration agreements - Johnson & Johnson (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2022 USD ($) target performanceObligation | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Collaboration agreements | |||||
Collaboration revenue | $ 9,245 | $ 7,802 | |||
Deferred revenue | 117,640 | 144,351 | $ 125,314 | $ 147,653 | |
Johnson & Johnson Agreement | |||||
Collaboration agreements | |||||
Number of targets designated | target | 3 | ||||
Upfront payment received | $ 40,000 | ||||
Performance obligations identified | performanceObligation | 7 | ||||
Revised transaction price | 48,000 | ||||
Collaboration revenue | 6,100 | $ 1,500 | |||
Johnson and Johnson 2024 CMC Arrangement | |||||
Collaboration agreements | |||||
Revised transaction price | 5,000 | ||||
Johnson and Johnson Agreement and Johnson and Johnson 2024 CMC Arrangement | |||||
Collaboration agreements | |||||
Deferred revenue | $ 5,700 | $ 10,400 |
Collaboration agreements - Merc
Collaboration agreements - Merck Immunosythen Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2022 USD ($) performanceObligation target license | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Collaboration agreements | ||||
Collaboration revenue | $ 9,245 | $ 7,802 | ||
Deferred revenue | $ 147,653 | 117,640 | 144,351 | $ 125,314 |
2022 Merck Research Collaboration & License Agreement | ||||
Collaboration agreements | ||||
Number of targets designated | target | 2 | |||
Upfront payment received | $ 30,000 | |||
Number of licenses | license | 2 | |||
Performance obligations identified | performanceObligation | 4 | |||
Collaboration revenue | 3,200 | $ 3,100 | ||
Deferred revenue | $ 17,100 | $ 20,200 |
Collaboration agreements - Cont
Collaboration agreements - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contract liabilities | ||
Balance at Beginning of Period | $ 125,314 | $ 147,653 |
Additions | 1,573 | 0 |
Deductions | 9,247 | 3,302 |
Balance at End of Period | 117,640 | 144,351 |
Amounts included in the contract liability at the beginning of the period | $ 9,245 | $ 5,110 |
Collaboration agreements - Othe
Collaboration agreements - Other Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaboration agreements | ||
Collaboration revenue | $ 9,245,000 | $ 7,802,000 |
Asana BioSciences | Limited services | ||
Collaboration agreements | ||
Collaboration revenue | $ 0 | |
Asana BioSciences | Development Milestone Achieved | ||
Collaboration agreements | ||
Collaboration revenue | $ 2,500,000 |
Fair value measurements - Fair
Fair value measurements - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | $ 107,960 | $ 34,523 |
U.S. treasury securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 107,960 | 29,548 |
U.S. government agency securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 4,975 | |
Recurring basis | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 115,538 | |
Marketable securities | 34,523 | |
Recurring basis | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 28,658 | 90,649 |
Recurring basis | U.S. treasury securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 24,889 | |
Marketable securities | 107,960 | 29,548 |
Recurring basis | U.S. government agency securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 4,975 | |
Recurring basis | Quoted Prices in Active Markets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 115,538 | |
Marketable securities | 29,548 | |
Recurring basis | Quoted Prices in Active Markets (Level 1) | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 28,658 | 90,649 |
Recurring basis | Quoted Prices in Active Markets (Level 1) | U.S. treasury securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 24,889 | |
Marketable securities | 107,960 | 29,548 |
Recurring basis | Quoted Prices in Active Markets (Level 1) | U.S. government agency securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | 4,975 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. treasury securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. government agency securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 4,975 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | |
Marketable securities | $ 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | U.S. government agency securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | $ 0 |
Cash, cash equivalents, and s_3
Cash, cash equivalents, and short-term marketable securities - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Restricted Cash [Roll Forward] | |||
Cash and cash equivalents at beginning of period | $ 174,561 | $ 122,825 | $ 128,885 |
Cash, cash equivalents and restricted cash, beginning of period | 175,039 | 123,303 | 129,363 |
Restricted cash, beginning of period | 478 | 478 | 478 |
Restricted cash, end of period | 478 | 478 | 478 |
Cash and cash equivalents at end of period | 75,186 | 174,561 | 122,825 |
Cash, cash equivalents and restricted cash, end of period | $ 75,664 | $ 175,039 | $ 123,303 |
Cash, cash equivalents, and s_4
Cash, cash equivalents, and short-term marketable securities - Debt Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 34,512 | |
Gross Unrealized Gains | 13 | |
Gross Unrealized Losses | (2) | |
Fair Value | $ 107,960 | 34,523 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 108,050 | 29,535 |
Gross Unrealized Gains | 0 | 13 |
Gross Unrealized Losses | (90) | 0 |
Fair Value | $ 107,960 | 29,548 |
U.S. government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,977 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Fair Value | $ 4,975 |
Cash, cash equivalents, and s_5
Cash, cash equivalents, and short-term marketable securities - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) security | Mar. 31, 2023 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
Number of securities in unrealized loss position | security | 15 | |
Value of securities in an unrealized loss position | $ | $ 103,100,000 | |
Securities in unrealized loss position greater than 12 months | security | 0 | |
Charges for credit-related impairments | $ | $ 0 | $ 0 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and related expenses | $ 5,395 | $ 8,807 |
Accrued research, development and non-clinical expenses | 3,268 | 3,090 |
Accrued clinical expenses | 3,119 | 5,063 |
Accrued manufacturing expenses | 2,518 | 2,566 |
Accrued professional fees | 995 | 936 |
Accrued restructuring expenses | 202 | 1,047 |
Accrued other | 359 | 389 |
Total | $ 15,856 | $ 21,898 |
Debt - Narrative (Details)
Debt - Narrative (Details) - New Credit Facility - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 29, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt | |||
Interest expense | $ 0.9 | $ 0.9 | |
Line of Credit | |||
Debt | |||
Proceeds from line of credit | $ 25 | ||
Long-term line of credit | $ 25 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Total debt | $ 25,000 | |
Less: Current portion of long-term debt | (5,208) | $ (2,083) |
Total debt, net of current portion | 19,792 | |
Debt financing costs, net of accretion | (216) | |
Accretion related to final payment | 522 | |
Long-term debt, net | $ 20,098 | $ 23,148 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 USD ($) vote shares | Mar. 31, 2023 USD ($) shares | Feb. 29, 2024 USD ($) | Dec. 31, 2023 shares | Nov. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | shares | 25,000,000 | 25,000,000 | ||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | ||||
Net proceeds from public offering of common stock | $ 5,846 | $ 21,730 | ||||
Number of shares reserved for future issuance (in shares) | shares | 17,996,810 | 14,736,953 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of votes per common share | vote | 1 | |||||
At-the-market Equity Offering Program (February 2022 ATM) | ||||||
Class of Stock [Line Items] | ||||||
Amount of shares authorized to be offered and sold | $ 100,000 | |||||
Net proceeds from public offering of common stock | $ 1,600 | |||||
At-the-market Equity Offering Program (February 2022 ATM) | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | shares | 256,386 | |||||
At-the-market Equity Offering Program (November 2022 ATM) | ||||||
Class of Stock [Line Items] | ||||||
Amount of shares authorized to be offered and sold | $ 150,000 | |||||
Net proceeds from public offering of common stock | $ 5,800 | $ 20,200 | ||||
At-the-market Equity Offering Program (November 2022 ATM) | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | shares | 1,041,201 | 3,278,707 | ||||
Remaining unsold and available amount | $ 50,000 | |||||
At Market Equity Offering Program (February 2024 ATM) | ||||||
Class of Stock [Line Items] | ||||||
Amount of shares authorized to be offered and sold | $ 100,000 | |||||
At Market Equity Offering Program (February 2024 ATM) | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Remaining unsold and available amount | $ 100,000 |
Stockholders' equity - Common S
Stockholders' equity - Common Stock (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock | ||
Number of shares reserved for future issuance (in shares) | 17,996,810 | 14,736,953 |
Stock options | ||
Common stock | ||
Number of shares reserved for future issuance (in shares) | 12,710,439 | 10,902,845 |
Restricted stock units | ||
Common stock | ||
Number of shares reserved for future issuance (in shares) | 5,286,371 | 3,834,108 |
Stock-based compensation - Plan
Stock-based compensation - Plans Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jan. 01, 2024 | Jun. 30, 2017 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 28, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares outstanding (in shares) | 12,710,439 | 10,902,845 | ||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 2.60 | $ 6.06 | ||||
Intrinsic vale of options exercised | $ 0 | $ 0 | ||||
Cash received from the exercise of stock options | $ 48 | $ 34 | ||||
Expected dividend yield | 0% | 0% | ||||
Stock options | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized stock compensation cost, option | $ 17,800 | |||||
Weighted-average amortization period of unrecognized stock compensation cost | 2 years | |||||
Restricted stock units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized stock compensation cost | $ 15,900 | |||||
Weighted-average amortization period of unrecognized stock compensation cost | 2 years 10 months 24 days | |||||
Restricted stock units | Director | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Restricted stock units | Maximum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Restricted stock units | Minimum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2017 Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Cumulative annual increase in number of shares issuable | 4% | |||||
Additional shares authorized (in shares) | 4,828,469 | |||||
Number of options granted in period (in shares) | 4,580,278 | |||||
Number of shares available for future issuance (in shares) | 2,895,583 | |||||
2017 Plan | Maximum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
2017 Plan | Stock options | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
2017 Plan | Options granted upon initial election | Director | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
2017 Plan | Options granted at annual meeting | Director | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Inducement award program | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares available for future issuance (in shares) | 1,280,925 | |||||
Number of shares authorized (in shares) | 2,000,000 | |||||
Inducement award prior to inducement award program | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares outstanding (in shares) | 457,500 | |||||
2017 ESPP | Employee stock purchase plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Additional shares authorized (in shares) | 450,000 | |||||
Number of shares available for future issuance (in shares) | 814,283 |
Stock-based compensation - Acti
Stock-based compensation - Activity Under Stock Option Plan (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 10,902,845 |
Granted (in shares) | shares | 2,289,529 |
Exercised (in shares) | shares | (12,117) |
Cancelled/forfeited (in shares) | shares | (469,818) |
Outstanding at end of period (in shares) | shares | 12,710,439 |
Exercisable, at end of period (in shares) | shares | 6,626,590 |
Weighted- Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 7.42 |
Granted (in dollars per share) | $ / shares | 3.02 |
Exercised (in dollars per share) | $ / shares | 3.21 |
Cancelled/forfeited (in dollars per share) | $ / shares | 8.36 |
Outstanding at end of period (in dollars per share) | $ / shares | 6.59 |
Exercisable, at end of period (in dollars per share) | $ / shares | $ 8.21 |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Units and Other Awards (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Restricted stock units | |
Restricted stock units | |
Unvested at beginning of period (in shares) | 3,834,108 |
Granted (in shares) | 2,290,749 |
Vested (in shares) | (594,067) |
Forfeited (in shares) | (244,419) |
Unvested at end of period (in shares) | 5,286,371 |
Rescinded restricted stock units | |
Restricted stock units | |
Forfeited (in shares) | (14,467) |
Stock-based compensation - Stoc
Stock-based compensation - Stock Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options | ||
Stock-based compensation expense included in total operating expenses | $ 4,660 | $ 6,407 |
Stock options | ||
Stock options | ||
Stock-based compensation expense included in total operating expenses | 2,597 | 4,219 |
Restricted stock units and other stock awards | ||
Stock options | ||
Stock-based compensation expense included in total operating expenses | 1,949 | 1,893 |
Employee stock purchase plan | ||
Stock options | ||
Stock-based compensation expense included in total operating expenses | $ 114 | $ 295 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Stock-Based Compensation Expense as Reflected in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options | ||
Share-based compensation expense | $ 4,660 | $ 6,407 |
Research and development | ||
Stock options | ||
Share-based compensation expense | 2,528 | 3,332 |
General and administrative | ||
Stock options | ||
Share-based compensation expense | $ 2,132 | $ 3,075 |
Stock-based compensation - Fair
Stock-based compensation - Fair Value Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 3.90% | 3.60% |
Expected dividend yield | 0% | 0% |
Expected term (years) | 6 years 21 days | 6 years 25 days |
Expected stock price volatility | 115% | 99% |
Net loss per share (Details)
Net loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Anti-dilutive securities | ||
Anti-dilutive securities (in shares) | 17,996,810 | 15,769,504 |
Stock options | ||
Anti-dilutive securities | ||
Anti-dilutive securities (in shares) | 12,710,439 | 12,299,527 |
Unvested restricted stock units | ||
Anti-dilutive securities | ||
Anti-dilutive securities (in shares) | 5,286,371 | 3,447,387 |
Warrants | ||
Anti-dilutive securities | ||
Anti-dilutive securities (in shares) | 0 | 22,590 |
Commitments (Details)
Commitments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
License agreement, upfront payments | ||
Commitments | ||
Research and development expense | $ 0 | $ 0 |
License agreement, milestone payments | ||
Commitments | ||
Research and development expense | $ 0 | $ 0 |