Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-38935 | |
Entity Registrant Name | ATRECA, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3723255 | |
Entity Address, Address Line One | 835 Industrial Road, Suite 400 | |
Entity Address, City or Town | San Carlos | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94070 | |
City Area Code | 650 | |
Local Phone Number | 595-2595 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | BCEL | |
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 | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001532346 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 32,351,950 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,715,441 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 20,903 | $ 94,746 |
Investments | 64,822 | 22,287 |
Prepaid expenses and other current assets | 7,050 | 5,337 |
Total current assets | 92,775 | 122,370 |
Property and equipment, net | 39,670 | 43,015 |
Operating lease right-of-use assets | 36,481 | |
Long-term investments | 31,042 | |
Deposits and other | 3,149 | 3,630 |
Total assets | 172,075 | 200,057 |
Current Liabilities | ||
Accounts payable | 1,698 | 3,352 |
Accrued expenses | 9,399 | 11,555 |
Operating lease liabilities, current portion | 3,434 | |
Other current liabilities | 39 | 1,992 |
Total current liabilities | 14,570 | 16,899 |
Deferred rent | 28,229 | |
Operating lease liabilities, net of current portion | 61,252 | |
Total liabilities | 75,822 | 45,128 |
Commitment and contingencies (Note 9) | ||
Stockholders' equity | ||
Additional paid-in capital | 532,409 | 514,794 |
Accumulated other comprehensive loss | (581) | (102) |
Accumulated deficit | (435,579) | (359,767) |
Total stockholders' equity | 96,253 | 154,929 |
Total liabilities and stockholders' equity | 172,075 | 200,057 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 3 | 3 |
Class B common stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 32,351,950 | 31,043,356 |
Common stock, shares outstanding | 32,351,950 | 31,043,356 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,715,441 | 6,715,441 |
Common stock, shares outstanding | 6,715,441 | 6,715,441 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Expenses | ||||
Research and development | $ 16,045 | $ 18,721 | $ 53,062 | $ 56,145 |
General and administrative | 7,247 | 8,796 | 23,930 | 24,648 |
Total expenses | 23,292 | 27,517 | 76,992 | 80,793 |
Interest and other income (expense) | ||||
Other income | 158 | 750 | 851 | |
Interest income | 233 | 36 | 430 | 183 |
Interest expense | (1) | (3) | ||
Loss on disposal of property and equipment | (34) | (45) | ||
Loss before income tax expense | (23,059) | (27,358) | (75,812) | (79,807) |
Income tax expense | (1) | |||
Net loss | $ (23,059) | $ (27,358) | $ (75,812) | $ (79,808) |
Net loss per share, basic | $ (0.60) | $ (0.74) | $ (1.97) | $ (2.16) |
Net loss per share, diluted | $ (0.60) | $ (0.74) | $ (1.97) | $ (2.16) |
Weighted-average shares used in computing net loss per share, basic | 38,720,575 | 36,918,255 | 38,434,327 | 36,884,665 |
Weighted-average shares used in computing net loss per share, diluted | 38,720,575 | 36,918,255 | 38,434,327 | 36,884,665 |
Condensed Statements of Loss an
Condensed Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Statements of Loss and Comprehensive Loss | ||||
Net loss | $ (23,059) | $ (27,358) | $ (75,812) | $ (79,808) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on available-for-sale debt securities | 80 | (22) | (479) | (64) |
Comprehensive loss | $ (22,979) | $ (27,380) | $ (76,291) | $ (79,872) |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balances at beginning at Dec. 31, 2020 | $ 4 | $ 492,436 | $ 58 | $ (250,441) | $ 242,057 |
Balances at beginning (in shares) at Dec. 31, 2020 | 36,804,603 | ||||
Issuance of common stock upon exercise of options | 272 | 272 | |||
Issuance of common stock upon exercise of options (in shares) | 46,793 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 837 | 837 | |||
Issuance of common stock under the Employee Stock Purchase Plan (shares) | 113,772 | ||||
Stock-based compensation | 12,135 | 12,135 | |||
Unrealized gain (loss) on available-for-sale debt securities | (64) | (64) | |||
Net loss | (79,808) | (79,808) | |||
Balances at end at Sep. 30, 2021 | $ 4 | 505,680 | (6) | (330,249) | 175,429 |
Balances at end (in shares) at Sep. 30, 2021 | 36,965,168 | ||||
Balances at beginning at Jun. 30, 2021 | $ 4 | 501,474 | 16 | (302,891) | 198,603 |
Balances at beginning (in shares) at Jun. 30, 2021 | 36,894,414 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 353 | 353 | |||
Issuance of common stock under the Employee Stock Purchase Plan (shares) | 70,754 | ||||
Stock-based compensation | 3,853 | 3,853 | |||
Unrealized gain (loss) on available-for-sale debt securities | (22) | (22) | |||
Net loss | (27,358) | (27,358) | |||
Balances at end at Sep. 30, 2021 | $ 4 | 505,680 | (6) | (330,249) | 175,429 |
Balances at end (in shares) at Sep. 30, 2021 | 36,965,168 | ||||
Balances at beginning at Dec. 31, 2021 | $ 4 | 514,794 | (102) | (359,767) | 154,929 |
Balances at beginning (in shares) at Dec. 31, 2021 | 37,758,797 | ||||
Issuance of common stock through "at-the-market" offering, net of underwriter discount and issuance costs | 3,509 | 3,509 | |||
Issuance of common stock through "at-the-market" offering, net of underwriter discount and issuance costs (in shares) | 700,000 | ||||
Issuance of common stock upon exercise of options | 76 | 76 | |||
Issuance of common stock upon exercise of options (in shares) | 16,666 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 322 | 322 | |||
Issuance of common stock under the Employee Stock Purchase Plan (shares) | 207,538 | ||||
Vesting of restricted stock units (shares) | 384,390 | ||||
Stock-based compensation | 13,708 | 13,708 | |||
Unrealized gain (loss) on available-for-sale debt securities | (479) | (479) | |||
Net loss | (75,812) | (75,812) | |||
Balances at end at Sep. 30, 2022 | $ 4 | 532,409 | (581) | (435,579) | 96,253 |
Balances at end (in shares) at Sep. 30, 2022 | 39,067,391 | ||||
Balances at beginning at Jun. 30, 2022 | $ 4 | 528,380 | (661) | (412,520) | 115,203 |
Balances at beginning (in shares) at Jun. 30, 2022 | 38,591,436 | ||||
Issuance of common stock under the Employee Stock Purchase Plan | 145 | 145 | |||
Issuance of common stock under the Employee Stock Purchase Plan (shares) | 91,565 | ||||
Vesting of restricted stock units (shares) | 384,390 | ||||
Stock-based compensation | 3,884 | 3,884 | |||
Unrealized gain (loss) on available-for-sale debt securities | 80 | 80 | |||
Net loss | (23,059) | (23,059) | |||
Balances at end at Sep. 30, 2022 | $ 4 | $ 532,409 | $ (581) | $ (435,579) | $ 96,253 |
Balances at end (in shares) at Sep. 30, 2022 | 39,067,391 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (75,812) | $ (79,808) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,081 | 3,184 |
Amortization of operating right-of-use asset | 1,197 | |
Loss on disposal of property and equipment | 45 | |
Stock-based compensation | 13,708 | 12,135 |
Amortization of discount or premium on available-for-sale securities | 90 | 1,311 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,133) | (307) |
Accounts payable | (1,671) | (358) |
Accrued expenses | (2,136) | 3,128 |
Other current liabilities | (236) | (1,111) |
Deferred rent | 16,967 | |
Operating lease liabilities | (2,376) | |
Net cash used in operating activities | (65,288) | (44,814) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (739) | (31,453) |
Purchase of investments | (60,504) | (30,529) |
Proceeds from maturities of investments | 48,442 | 157,929 |
Net cash provided by (used in) investing activities | (12,801) | 95,947 |
Cash Flows from Financing Activities | ||
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan | 322 | 837 |
Proceeds from exercise of stock options | 76 | 272 |
Proceeds from issuance of common shares in "at-the-market" equity offering, net of issuance costs | 3,509 | |
Principal payments on capital lease obligations | (4) | (36) |
Net cash provided by financing activities | 3,903 | 1,073 |
Net change in cash, cash equivalents and restricted cash | (74,186) | 52,206 |
Cash, cash equivalents and restricted cash, beginning of period | 96,204 | 62,441 |
Cash, cash equivalents and restricted cash, end of period | 22,018 | 114,647 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 3 | |
Cash paid for income taxes | 1 | |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | $ 30 | $ 3,548 |
Business
Business | 9 Months Ended |
Sep. 30, 2022 | |
Business | |
Business | 1. Business Nature of Business Atreca, Inc. (the “Company”) was incorporated in the State of Delaware on June 11, 2010 (“inception”), and is located in San Carlos, California. The Company is a biopharmaceutical company utilizing its differentiated platform to discover and develop novel antibody-based immunotherapeutics to treat a range of solid tumor types. The Company's lead product candidate, ATRC-101, is a monoclonal antibody in clinical development with a novel mechanism of action and target derived from an antibody identified using its discovery platform. The Company operates in a single |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC") on March 3, 2022. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of income and expenses in the condensed financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates in the condensed financial statements include estimated useful lives of property and equipment, impairment of long-lived assets, accrued expenses, valuation of deferred income tax assets, fair value of available-for-sale debt securities, incremental borrowing rate used for lease accounting and fair value of options granted under the Company's stock option plan. Unaudited Interim Condensed Financial Statements The accompanying condensed financial statements are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of September 30, 2022 and its results of operations for the three and nine months ended September 30, 2022 and 2021, and statements of cash flows for the nine months ended September 30, 2022 and 2021. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three-month and nine-month periods ended September 30, 2022 and 2021 are also unaudited. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Other Income Other income is comprised of amounts earned from services performed under service agreements. The Company follows the provisions of Accounting Standards Update 2014-09 Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ( ). In determining the appropriate amount of other income to be recognized as it fulfills its obligations under the agreements, the Company performs the following steps: (i) identifies the promised goods or services in the contract; (ii) determines whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measures the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations based on estimated selling prices; and (v) recognizes other income when (or as) the Company satisfies each performance obligation. The Company generally allocates the transaction price to distinct performance obligations at their stand-alone selling prices, determined by their estimated costs plus some margin. Performance obligations are generally delivered over time and recognized based upon observable inputs as the related research services are performed, which are recorded as research and development expenses. Amounts due under service agreements are generally billed monthly as services are delivered and do not generally result in contract liabilities or assets. In February 2020, the Company entered into an agreement with an external partner for a research project to identify the antigenic targets of select antibodies discovered by the Company with potential utility in oncology. The nonrefundable upfront payment from this agreement was classified as a contract liability and the Company fully recognized the amount as other income over the service period of 18 months. In March 2022, the Company entered into an agreement with a third party for the assignment of certain non-core intellectual property. The initial consideration was classified as other income and recognized upon completion of the assignment. The agreement provides for additional consideration in the event of commercial exploitation of the intellectual property. The term of the agreement extends to the date of expiration of the last to expire of any of the assigned patents. The Company recorded no receivables under service and license agreements as of September 30, 2022 and December 31, 2021. The Company recorded no contract liabilities as of both September 30, 2022 and December 31, 2021. Collaborations Historically, we have entered into a number of discovery collaborations as we developed our discovery platform. These collaborations have generally focused on identifying novel antibodies in areas of significant unmet medical need. In July 2020, the Company entered into a Collaboration and License Agreement with Xencor, Inc. (“Xencor Agreement”), to research, develop and commercialize novel CD3 bispecific antibodies as potential therapeutics in oncology. Under the Xencor Agreement, the Company and Xencor, Inc. will engage in a three-year research program in which the Company will provide antibodies against novel tumor targets through its discovery platform from which Xencor, Inc. will engineer XmAb bispecific antibodies that also bind to the CD3 receptor on T cells. Up to two joint programs are eligible to be mutually selected for further development and commercialization, with each partner sharing 50% of costs and profits. Each company has the option to lead development, regulatory and commercialization activities for one of the joint programs. In addition, the Xencor Agreement allows each partner the option to pursue up to two programs independently, with a mid-to high-single digit percent royalty payable on net sales to the other partner. The Company evaluated the Xencor Agreement under the provisions of ASC 606 and ASU 2018-18, (Topic 808) Clarifying the Interaction between Topic 808 and Topic 606. The Company concluded that Xencor, Inc. is not a customer as there are no distinct units of account that are reflective of a vendor-customer relationship or exchange of consideration for the research activities. The Company’s share of any collaboration expense is recognized as an research and development expense on the Company’s condensed statement of operations. For the cost-sharing related to the research program, the Company will follow the presentation and disclosure guidance of ASC 808, Collaboration Agreements In-Licensing Arrangements – Development In April 2022 million. The Company also received an option to obtain an exclusive license to research, develop, manufacture, and commercialize certain ADCs for additional license fees and royalties. Unless earlier terminated or extended, the term of the research license and the commercial option is The Company will be required to use commercially reasonable efforts to develop and commercialize at least one licensed product and the Company will pay to Zymeworks an option exercise fee, and lump sum payments upon the achievement of certain development and regulatory milestones and commercial milestones. In addition, with respect to each licensed product, the Company will pay tiered royalties on net sales of licensed products at single-digit royalty rates. The research license fee of $5.0 million was expensed to research and development expense in April 2022 in accordance with the Company's research and development expense policy. Employee Retention Credit The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, as amended by the further legislation, provides an employee retention credit (“ERC”) to eligible employers, which is a refundable tax credit against certain employment taxes. In calendar 2021, the ERC was equal to 70% of qualified wages paid to employees up to $10,000 of qualified wages per employee for each of the first, second and third calendar quarters of 2021. The Company has determined that its aggregate eligible refundable credit for 2021 is $2.9 million. In May 2022, the Company filed the requisite claims for the eligible 2021 ERC. The Company classified the ERC amounts as a reduction to payroll expense. During the nine months ended September 30, 2022, the Company recorded $2.4 million and $0.5 million related to the ERC within research and development expense and general and administrative expense, respectively, on the Company’s condensed statement of operations. As of September 30, 2022, the Company has a $2.9 million receivable balance from the United States government related to the CARES Act, which is recorded as other receivables in “Prepaid expenses and other current assets” on the Company’s condensed balance sheet. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid investments purchased with an original maturity of three months or less. The Company maintained restricted cash of $1.1 million and $1.5 million as of September 30, 2022 and December 31, 2021, respectively. These amounts as of September 30, 2022 and December 31, 2021 are included in deposits and other in the accompanying condensed balance sheets and is comprised solely of letters of credit required pursuant to leases for Company facilities. The Company’s reconciliation of cash and cash equivalents and restricted cash reported within the condensed balance sheets that sum to the total of the same amounts shown in the condensed statements of cash flows were as follows (in thousands): September 30, December 31, 2022 2021 Cash and cash equivalents $ 20,903 $ 94,746 Restricted cash 1,115 1,458 Cash, cash equivalents and restricted cash shown in the condensed statements of cash flows $ 22,018 $ 96,204 Investments The Company considers securities purchased with original maturities greater than three months to be investments. The Company’s policy is to protect the value of its investment portfolio and minimize principal risk by earning returns based on current interest rates. The Company’s intent is to convert all investments into cash to be used for operations and has classified them as available for sale. For purposes of determining realized gains and losses, the cost of debt securities sold is based on specific identification. Interest and dividends on securities classified as available-for-sale are included in interest income. Leases The Company determines if an arrangement is, or contains, a lease at inception. The Company measures lease liabilities based on the present value of lease payments over the lease term. As the Company’s leases generally do not provide an implicit discount rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. Options in the lease terms to extend or terminate the lease are not reflected in the lease liabilities unless it is reasonably certain that any such option will be exercised. The Company measures right-of-use assets at the lease commencement date based on the corresponding lease liabilities adjusted for (i) prepayments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) certain tenant incentives under the lease. The Company evaluates the recoverability of the right-of-use assets for possible impairment in accordance with the long-lived assets policy. The Company has elected not to recognize right-of-use assets or lease liabilities for leases with an initial lease term of twelve months or less. The Company’s lease agreements do not contain residual value guarantees or covenants. Lease expense is recognized on a straight-line basis over the terms of the leases. Incentives granted under the Company’s facilities lease, including rent holidays, are recognized as adjustments to lease expense on a straight-line basis over the terms of the leases. Risks and Uncertainties The Company is subject to a number of risks associated with companies at a similar stage, including COVID-19, dependence on key individuals, competition from similar services and larger companies, volatility of the industry, ability to obtain regulatory clearance, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company and general economic conditions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, investments and other receivables. Cash and cash equivalents are held at three financial institutions and were in excess of the Federal Deposit Insurance Corporation insurable limit at September 30, 2022 and December 31, 2021. Additionally, cash and cash equivalents and investments are maintained at brokerage firms for which amounts are insured by the Securities Investor Protection Corporation subject to legal limits. The Company has not experienced any losses on its deposits to date. The Company does not require collateral or other security for other receivables; however, credit risk is mitigated by the Company’s ongoing evaluations of its debtors’ credit worthiness. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, stock-based compensation, certain facility costs, legal costs and other costs associated with preclinical and clinical development. A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers in connection with preclinical and clinical development activities and contract manufacturing organizations in connection with the production of materials for clinical trials. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Stock-Based Compensation The Company generally grants stock options to its employees for a fixed number of shares with an exercise price equal to the fair value of the underlying shares at the date of grant. The Company accounts for stock option grants using the fair value method. The fair value of options is calculated using the Black-Scholes option pricing model. For restricted stock units, fair value is based on the closing price of the Company’s Class A common stock on the grant date. Stock-based compensation is recognized as the underlying options vest using the straight-line attribution approach, and forfeitures are recorded as they occur. Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the Company’s condensed financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that the Company is no longer an EGC. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016 02 and subsequent amendments to the initial guidance under ASU 2017-13, ASU 2018-10, ASU 2018-11, and ASU 2019-01 (collectively, “Topic 842”), which modifies the accounting by lessees for all leases with a term greater than 12 months. This standard requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The Company adopted the new lease accounting standard on January 1, 2022, using the modified retrospective transition method. The Company implemented processes, and internal controls to enable the preparation of financial information. The adoption of this standard had a material impact on the Company’s condensed balance sheet, with the recognition of right-of-use assets and corresponding lease liabilities in the amounts of $37.7 million and $67.1 million respectively, and the derecognition of approximately $10.9 million of deferred rent and $19.1 million of tenant improvement incentives. The adoption of this standard did not have a material impact on the Company’s condensed statements of operations or cash flows. The Company provided detailed right-of-use asset and liability disclosures as required by the new standard in the notes to the Company’s condensed financial statements under Note 8 Leases. The Company adopted the transitional provisions allowed under ASU 2018-11 and as such, the condensed balance sheets and condensed statements of operations for prior periods are not comparable in the year of adoption of ASU 2016-02. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses “Topic 326” Measurement of Credit Losses on Financial Instruments Topic 326 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures September 30, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds $ 9,890 $ — $ — $ 9,890 Certificates of deposit 924 — — 924 Corporate debt securities — 2,981 — 2,981 U.S. Treasury securities 62,916 — — 62,916 Total $ 73,730 $ 2,981 $ — $ 76,711 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 90,251 $ — $ — $ 90,251 Certificates of deposit 1,672 — — 1,672 Corporate debt securities — 6,089 — 6,089 U.S. Treasury securities 45,568 — — 45,568 Total $ 137,491 $ 6,089 $ — $ 143,580 The Company utilized the market approach and Level 1 valuation inputs to value its money market funds, certificates of deposit, and U.S. government treasury securities because published fair market values were readily available. The Company measured the fair value of corporate debt securities using Level 2 valuation inputs, which are based on quoted prices and market observable data of similar instruments. As of both September 30, 2022 and December 31, 2021, the remaining contractual maturity of all marketable securities was less than two years. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents and Investments | |
Cash, Cash Equivalents and Investments | 4. Cash, Cash Equivalents and Investments The fair value and the amortized cost of cash, cash equivalents and available-for-sale investments by major security type consist of the following (in thousands): Gross Gross Estimated Cash and Amortized Unrealized Unrealized Fair Cash Short-term Long-term September 30, 2022 Cost Gains Losses Value Equivalents Investment Investment Cash, cash equivalents and money market funds $ 18,904 $ — $ — $ 18,904 $ 18,904 $ — $ — Available-for-sale: U.S. Treasury securities 63,480 — (564) 62,916 1,999 60,917 — Corporate debt securities 2,991 — (10) 2,981 — 2,981 — Certificates of deposit 931 — (7) 924 — 924 — Total $ 86,306 $ — $ (581) $ 85,725 $ 20,903 $ 64,822 $ — Gross Gross Estimated Cash and Amortized Unrealized Unrealized Fair Cash Short-term Long-term December 31, 2021 Cost Gains Losses Value Equivalents Investment Investment Cash, cash equivalents and money market funds $ 94,746 $ — $ — $ 94,746 $ 94,746 $ — $ — Available-for-sale: U.S. Treasury securities 45,665 — (97) 45,568 — 15,014 30,554 Corporate debt securities 6,093 — (4) 6,089 — 6,089 — Certificates of deposit 1,673 — (1) 1,672 — 1,184 488 Total $ 148,177 $ — $ (102) $ 148,075 $ 94,746 $ 22,287 $ 31,042 The Company evaluated the securities for other-than-temporary impairment and considered the decline in market value for the securities to be primarily attributable to current economic and market conditions. It is not more likely than not that the Company will be required to sell the securities, and the Company has no intention to do so prior to the recovery of the amortized cost basis. Based on this analysis, these marketable securities were not considered to be other-than-temporarily impaired as of September 30, 2022. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses and Other Current Assets. | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2022 2021 Vendor prepayments and deposits $ 2,016 $ 2,681 Prepaid insurance 1,557 1,531 Prepaid facility maintenance fee 330 807 Other receivables 2,985 — Interest receivables and other current assets 162 318 Total prepaid expenses and other current assets $ 7,050 $ 5,337 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consists of the following (in thousands): September 30, December 31, 2022 2021 Laboratory equipment $ 13,573 $ 13,128 Furniture and fixtures 1,929 1,897 Computer hardware and software 1,540 1,433 Leasehold improvements 37,908 37,871 55,065 54,329 Less accumulated depreciation and amortization (15,395) (11,314) Total property and equipment, net $ 39,670 $ 43,015 Depreciation and amortization expense was $1.4 million for each of the three months ended September 30, 2022 and 2021, respectively and $4.1 million and $3.2 million for the nine months ended September 30, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Compensation and related benefits $ 3,232 $ 4,866 License fees 3,000 — Contract research fees 2,408 5,521 Professional fees 185 189 Cease Use — 475 Other 574 504 Total accrued expenses $ 9,399 $ 11,555 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 8. Leases The Company leases its office facilities under non-cancellable operating lease agreements that expire at various dates through April 2033. Under the terms of the leases, the Company is responsible for certain insurance, property taxes and maintenance expenses. The office facilities lease agreements contain scheduled increases over the lease term. The Company was not party to any finance leases as of September 30, 2022. The Company vacated its former office space in September 2021, prior to the expiration of the lease in March 2022. The remaining rent payable, deferred rent and associated prepaid rent for the former office space were expensed in full on September 30, 2021 and resulted in a charge of $1.5 million, recorded as a general and administrative operating expense in the Company’s condensed statement of operations. The associated cease-use liability was settled by March 2022 and the lease was terminated. The Company's future lease payments as of September 30, 2022, which are presented as current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company's condensed balance sheets (in thousands, except weighted-average data) are as follows: Operating Leases Periods 2022 - remainder $ 1,870 2023 7,635 2024 7,846 2025 8,064 2026 8,288 Thereafter 57,290 Total lease payments $ 90,993 Less: imputed interest (26,307) Present value of lease liabilities $ 64,686 Lease liabilities, current 3,434 Lease liabilities, noncurrent 61,252 Total lease liabilities $ 64,686 Weighted-average remaining lease term (in years) 10.7 Weighted-average discount rate 6.64% Lease expense under the Company’s operating leases was $1.5 million for the three months ended September 30, 2022 and $4.4 million for the nine months ended September 30, 2022. Variable lease expense for operating leases was $0.9 million and $2.6 million for the three months and nine months ended September 30, 2022, respectively. Rent expense recognized under ASC 840, inclusive of operating and maintenance costs, was $3.0 million and $10.9 million during the three months and nine months ended September 30, 2021, respectively. Cash paid for amounts included in the measurement of lease liabilities for the three months ended September 30, 2022 was $1.9 million and the nine months ended September 30, 2022 was $5.6 million. Practical Expedients Leases with an initial term of 12 months or less are not recorded on the condensed balance sheets. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term. The Company has elected to account for lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area maintenance costs) as a single combined lease component under ASC 842 as the lease components are the predominant elements of the combined components. As part of the transition to ASC 842, the Company elected to use the modified retrospective transition method with the new standard being applied as of the January 1, 2022 adoption date. Additionally, the Company has elected, as of the adoption date, not to reassess whether expired or existing contracts contain leases under the new definition of a lease, not to reassess the lease classification for expired or existing leases, and not to reassess whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation The Company is not aware of any asserted or unasserted claims against it where it believes that an unfavorable resolution would have an adverse material impact on the operations or financial position of the Company. |
Reorganization and Other Charge
Reorganization and Other Charges | 9 Months Ended |
Sep. 30, 2022 | |
Reorganization and Other Charges | |
Reorganization and Other Charges | 10. Reorganization and Other Charges On June 1, 2022, the Company implemented and announced a corporate reorganization of its operations. In connection with the reorganization, the Company undertook a workforce reduction and recorded severance and employee benefits charges of $0.7 million to operating expenses in the quarter ending June 30, 2022. As of September 30, 2022, there was no outstanding liability related to severance and employee benefit charges and does not expect to incur any material additional costs related to the reorganization. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Capital Stock | |
Capital Stock | 11. Capital Stock Class A and Class B Common Stock On June 2, 2019, the board of directors of the Company authorized the issuance of 650,000,000 shares of Class A common stock, $0.0001 par value per share, 50,000,000 shares of Class B common stock, $0.0001 par value per share and 300,000,000 shares of preferred stock, $0.0001 par value per share, upon the filing of the Company’s Amended and Restated Certificate of Incorporation in connection with the reverse stock split. Each holder of Class A common stock is entitled to one vote and each holder of Class B common stock is not entitled to vote except as may be required by law and shall not be entitled to vote on the election of directors at any time. Sales Agreement In August 2020, the Company entered into a sales agreement (“Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may, upon the terms and subject to the conditions set forth therein, issue and sell through Cowen, acting as the Company’s sales agent and/or principal, shares of the Company’s Class A common stock, having an aggregate offering price of up to $100.0 million (the “ATM Shares”). The Company has no obligations to sell any ATM Shares under the Sales Agreement. The Sales Agreement provides that Cowen will be entitled to compensation for its services in an amount equal to up to 3.0% of gross proceeds for each time we issue and sell ATM Shares under the Sales Agreement. The ATM Shares will be sold based on prevailing market prices at the time of the sale, and, as a result, prices may vary. Unless otherwise terminated earlier, the Sales Agreement continues until all shares available under the Sales Agreement have been sold. As of September 30, 2022, the Company issued and sold 1,493,361 shares of its Class A common stock. Net proceeds from the sales were $7.9 million after deducting underwriting fees of $0.3 million and issuance costs of $0.3 million. |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2022 | |
Equity Incentive Plans | |
Equity Incentive Plans | 12. Equity Incentive Plans 2019 Equity Incentive Plan The Company’s board of directors adopted and our stockholders approved our 2019 Equity Incentive Plan (the “2019 Plan”) on June 2, 2019, and June 7, 2019, respectively. The 2019 Plan became effective on June 19, 2019, and no further grants will be made under the Company’s 2010 Equity Incentive Plan (the “2010 Plan”). The purpose of the 2019 Plan, through the grant of stock awards including stock options and other stock-based awards, including restricted stock units (“RSUs”), is to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for our success and that of the Company’s affiliates, and provide a means by which the eligible recipients may benefit from increases in the value of the Company’s Class A common stock. Stock Option Repricing Effective June 13, 2022, the Company’s board of directors approved a one-time repricing of previously granted and outstanding vested and unvested stock options with exercise prices greater than or equal to $9.00 per share under the 2010 Plan and the 2019 Plan held by eligible employees. As a result, the exercise price for these awards was modified to $1.845 per share, which was the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on June 13, 2022. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 3,606,163 vested and unvested stock options outstanding as of June 13, 2022 with original exercise prices ranging from $9.87 to $22.10, were repriced. The repricing resulted in incremental stock-based compensation expense of $2.5 million, of which $0.2 million was expensed during the three months ended September 30, 2022, and $1.7 million during the nine months ended September 30, 2022. Remaining $0.8 million related to unvested stock option awards will be amortized on a straight-line basis over the weighted-average vesting period of those awards of approximately 1.2 years. Stock Options Stock option activity under the 2019 Plan and the 2010 Plan is as follow: Options Outstanding Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Shares Exercise Price Life (years) (in thousands) Balances, December 31, 2021 7,162,676 $ 11.25 8.2 $ 21 Granted 404,700 1.93 Exercised (16,666) 4.56 Cancelled (727,692) 8.69 Balances, September 30, 2022 6,823,018 $ 3.79 7.5 $ 8 Vested and expected to vest at September 30, 2022 6,823,018 $ 3.79 7.5 $ 8 Exercisable at September 30, 2022 4,252,602 $ 4.32 6.8 $ 8 Vested at September 30, 2022 4,252,602 $ 4.32 6.8 $ 8 The weighted-average exercise price, weighted-average remaining contractual life and aggregate intrinsic value as of September 30, 2022 reflect the impact of the stock option repricing discussed above. The weighted-average grant date fair value of options granted in the nine months ended September 30, 2022 and 2021 was $1.28 and $9.85, respectively. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model, assuming no expected dividends and the following weighted average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected life (in years) — 6.01 5.88 5.97 Volatility — % 90.0 % 85.9 % 91.4 % Risk-free interest rate — % 1.0 % 3.2 % 0.6 % There were no option grants during the three months ended September 30, 2022. Expected volatility is based on volatilities of public peer companies operating in the Company’s industry. The expected life of the options is estimated using the simplified method detailed in SEC Staff Accounting Bulletin No. 107. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. Restricted Stock Units The 2019 Plan provides for the issuance of RSUs to employees, directors and consultants. RSUs vest over a period of two years with 50% vesting on the one year anniversary of the award and the remainder The following table summarizes RSU activity for the nine months ended September 30, 2022: Weighted-Average Number Grant Date of Shares Fair Value per RSU Unvested Balances, December 31, 2021 867,730 $ 6.15 RSUs Vested (384,390) 6.15 RSUs Cancelled (130,720) 6.15 Unvested Balances, September 30, 2022 352,620 $ 6.15 2019 Employee Stock Purchase Plan The Company’s board of directors adopted the 2019 Employee Stock Purchase Plan (“ESPP”) on June 2, 2019, and the Company’s stockholders approved the ESPP on June 7, 2019. During the three months ended September 30, 2022 and 2021, the expense related to the ESPP was $0.2 million in both periods. During the nine months ended September 30, 2022 and 2021, the expense related to the ESPP was $0.7 million and $0.6 million, respectively. The fair value of each ESPP is estimated on the date of grant using the Black-Scholes option pricing model, assuming no expected dividends and the following range of assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected life (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Volatility 88.0 - 96.7 % 91.1 - 98.5 % 79.0 - 96.7 % 91.1 - 107.6 % Risk-free interest rate 3.3 - % 0.1 - % 0.6 - % 0.1 - % The Company recognized $3.9 million of stock-based compensation expense related to the 2019 Plan, 2010 Plan, and ESPP for each of the three months ended September 30, 2022 and 2021, respectively. The Company recognized $13.7 million and $12.1 million of stock-based compensation expense related to the 2019 Plan, 2010 Plan, and ESPP for the nine months ended September 30, 2022 and 2021, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder, as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,869 $ 1,946 $ 6,576 $ 6,080 General and administrative 2,015 1,907 7,132 6,055 $ 3,884 $ 3,853 $ 13,708 $ 12,135 No income tax benefits have been recognized in the condensed statements of operations for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment as of September 30, 2022. Unrecognized compensation expense as of September 30, 2022 totaled $15.5 million related to non-vested stock options with a remaining weighted-average requisite service period of 1.9 years and $1.9 million related to non-vested RSUs with a remaining weighted-average requisite service period of 0.9 years. |
401(k) Plan
401(k) Plan | 9 Months Ended |
Sep. 30, 2022 | |
401 (k) Plan | |
401 (k) Plan | 13. 401(k) Plan The Company has a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Code. Eligible employees may elect to defer a portion of their pretax earnings subject to certain statutory limits. Beginning January 1, 2021, the Company matches 100% up to the first $5,000 contributed by a participant. All matching contributions are immediately vested. Total matching contributions to the 401(k) Plan were $0.1 million for both of the three months ended September 30, 2022 and 2021 and $0.6 million for both of the nine months ended September 30, 2022 and 2021. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 14. Net Loss Per Share The following outstanding potentially dilutive common shares were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Common stock options 6,823,018 6,014,991 6,823,018 6,014,991 Unvested restricted stock units 352,620 881,490 352,620 881,490 Common stock warrants 49,997 49,997 49,997 49,997 7,225,635 6,946,478 7,225,635 6,946,478 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions The Company recorded expense of $0.3 million during each of the three months ended September 30, 2022 and 2021, and $0.9 million and $1.0 million during the nine months ended September 30, 2022 and 2021, respectively, related to intellectual property and other legal services performed by a related party. The Company has a payable of $0.1 million and $0.2 million to the related party at September 30, 2022 and December 31, 2021, respectively. The Company recorded expense of $0.1 million and $0.2 million during the three months ended September 30, 2022 and 2021, respectively, and $1.0 million and $0.6 million during the nine months ended September 30, 2022 and 2021, respectively, related to legal services performed by a related party. The Company has a payable of $0.1 million to the related party as of both September 30, 2022 and December 31, 2021. The Company recorded research and development expense of $63,000 during each of the three months ended September 30, 2022 and 2021, and $0.2 million during each of the nine months ended September 30, 2022 and 2021 under consulting agreements with a member of the Company’s board of directors. The Company has a payable of $74,000 to the member of the Company’s board of directors as of both September 30, 2022 and December 31, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC") on March 3, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of income and expenses in the condensed financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates in the condensed financial statements include estimated useful lives of property and equipment, impairment of long-lived assets, accrued expenses, valuation of deferred income tax assets, fair value of available-for-sale debt securities, incremental borrowing rate used for lease accounting and fair value of options granted under the Company's stock option plan. |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements The accompanying condensed financial statements are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of September 30, 2022 and its results of operations for the three and nine months ended September 30, 2022 and 2021, and statements of cash flows for the nine months ended September 30, 2022 and 2021. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three-month and nine-month periods ended September 30, 2022 and 2021 are also unaudited. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. |
Other Income | Other Income Other income is comprised of amounts earned from services performed under service agreements. The Company follows the provisions of Accounting Standards Update 2014-09 Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ( ). In determining the appropriate amount of other income to be recognized as it fulfills its obligations under the agreements, the Company performs the following steps: (i) identifies the promised goods or services in the contract; (ii) determines whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measures the transaction price, including the constraint on variable consideration; (iv) allocates the transaction price to the performance obligations based on estimated selling prices; and (v) recognizes other income when (or as) the Company satisfies each performance obligation. The Company generally allocates the transaction price to distinct performance obligations at their stand-alone selling prices, determined by their estimated costs plus some margin. Performance obligations are generally delivered over time and recognized based upon observable inputs as the related research services are performed, which are recorded as research and development expenses. Amounts due under service agreements are generally billed monthly as services are delivered and do not generally result in contract liabilities or assets. In February 2020, the Company entered into an agreement with an external partner for a research project to identify the antigenic targets of select antibodies discovered by the Company with potential utility in oncology. The nonrefundable upfront payment from this agreement was classified as a contract liability and the Company fully recognized the amount as other income over the service period of 18 months. In March 2022, the Company entered into an agreement with a third party for the assignment of certain non-core intellectual property. The initial consideration was classified as other income and recognized upon completion of the assignment. The agreement provides for additional consideration in the event of commercial exploitation of the intellectual property. The term of the agreement extends to the date of expiration of the last to expire of any of the assigned patents. The Company recorded no receivables under service and license agreements as of September 30, 2022 and December 31, 2021. The Company recorded no contract liabilities as of both September 30, 2022 and December 31, 2021. |
Collaborations | Collaborations Historically, we have entered into a number of discovery collaborations as we developed our discovery platform. These collaborations have generally focused on identifying novel antibodies in areas of significant unmet medical need. In July 2020, the Company entered into a Collaboration and License Agreement with Xencor, Inc. (“Xencor Agreement”), to research, develop and commercialize novel CD3 bispecific antibodies as potential therapeutics in oncology. Under the Xencor Agreement, the Company and Xencor, Inc. will engage in a three-year research program in which the Company will provide antibodies against novel tumor targets through its discovery platform from which Xencor, Inc. will engineer XmAb bispecific antibodies that also bind to the CD3 receptor on T cells. Up to two joint programs are eligible to be mutually selected for further development and commercialization, with each partner sharing 50% of costs and profits. Each company has the option to lead development, regulatory and commercialization activities for one of the joint programs. In addition, the Xencor Agreement allows each partner the option to pursue up to two programs independently, with a mid-to high-single digit percent royalty payable on net sales to the other partner. The Company evaluated the Xencor Agreement under the provisions of ASC 606 and ASU 2018-18, (Topic 808) Clarifying the Interaction between Topic 808 and Topic 606. The Company concluded that Xencor, Inc. is not a customer as there are no distinct units of account that are reflective of a vendor-customer relationship or exchange of consideration for the research activities. The Company’s share of any collaboration expense is recognized as an research and development expense on the Company’s condensed statement of operations. For the cost-sharing related to the research program, the Company will follow the presentation and disclosure guidance of ASC 808, Collaboration Agreements |
In-Licensing Arrangements - Development | In-Licensing Arrangements – Development In April 2022 million. The Company also received an option to obtain an exclusive license to research, develop, manufacture, and commercialize certain ADCs for additional license fees and royalties. Unless earlier terminated or extended, the term of the research license and the commercial option is The Company will be required to use commercially reasonable efforts to develop and commercialize at least one licensed product and the Company will pay to Zymeworks an option exercise fee, and lump sum payments upon the achievement of certain development and regulatory milestones and commercial milestones. In addition, with respect to each licensed product, the Company will pay tiered royalties on net sales of licensed products at single-digit royalty rates. The research license fee of $5.0 million was expensed to research and development expense in April 2022 in accordance with the Company's research and development expense policy. |
Employee Retention Credit | Employee Retention Credit The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, as amended by the further legislation, provides an employee retention credit (“ERC”) to eligible employers, which is a refundable tax credit against certain employment taxes. In calendar 2021, the ERC was equal to 70% of qualified wages paid to employees up to $10,000 of qualified wages per employee for each of the first, second and third calendar quarters of 2021. The Company has determined that its aggregate eligible refundable credit for 2021 is $2.9 million. In May 2022, the Company filed the requisite claims for the eligible 2021 ERC. The Company classified the ERC amounts as a reduction to payroll expense. During the nine months ended September 30, 2022, the Company recorded $2.4 million and $0.5 million related to the ERC within research and development expense and general and administrative expense, respectively, on the Company’s condensed statement of operations. As of September 30, 2022, the Company has a $2.9 million receivable balance from the United States government related to the CARES Act, which is recorded as other receivables in “Prepaid expenses and other current assets” on the Company’s condensed balance sheet. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid investments purchased with an original maturity of three months or less. The Company maintained restricted cash of $1.1 million and $1.5 million as of September 30, 2022 and December 31, 2021, respectively. These amounts as of September 30, 2022 and December 31, 2021 are included in deposits and other in the accompanying condensed balance sheets and is comprised solely of letters of credit required pursuant to leases for Company facilities. The Company’s reconciliation of cash and cash equivalents and restricted cash reported within the condensed balance sheets that sum to the total of the same amounts shown in the condensed statements of cash flows were as follows (in thousands): September 30, December 31, 2022 2021 Cash and cash equivalents $ 20,903 $ 94,746 Restricted cash 1,115 1,458 Cash, cash equivalents and restricted cash shown in the condensed statements of cash flows $ 22,018 $ 96,204 |
Investments | Investments The Company considers securities purchased with original maturities greater than three months to be investments. The Company’s policy is to protect the value of its investment portfolio and minimize principal risk by earning returns based on current interest rates. The Company’s intent is to convert all investments into cash to be used for operations and has classified them as available for sale. For purposes of determining realized gains and losses, the cost of debt securities sold is based on specific identification. Interest and dividends on securities classified as available-for-sale are included in interest income. |
Leases | Leases The Company determines if an arrangement is, or contains, a lease at inception. The Company measures lease liabilities based on the present value of lease payments over the lease term. As the Company’s leases generally do not provide an implicit discount rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. Options in the lease terms to extend or terminate the lease are not reflected in the lease liabilities unless it is reasonably certain that any such option will be exercised. The Company measures right-of-use assets at the lease commencement date based on the corresponding lease liabilities adjusted for (i) prepayments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) certain tenant incentives under the lease. The Company evaluates the recoverability of the right-of-use assets for possible impairment in accordance with the long-lived assets policy. The Company has elected not to recognize right-of-use assets or lease liabilities for leases with an initial lease term of twelve months or less. The Company’s lease agreements do not contain residual value guarantees or covenants. Lease expense is recognized on a straight-line basis over the terms of the leases. Incentives granted under the Company’s facilities lease, including rent holidays, are recognized as adjustments to lease expense on a straight-line basis over the terms of the leases. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to a number of risks associated with companies at a similar stage, including COVID-19, dependence on key individuals, competition from similar services and larger companies, volatility of the industry, ability to obtain regulatory clearance, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company and general economic conditions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, investments and other receivables. Cash and cash equivalents are held at three financial institutions and were in excess of the Federal Deposit Insurance Corporation insurable limit at September 30, 2022 and December 31, 2021. Additionally, cash and cash equivalents and investments are maintained at brokerage firms for which amounts are insured by the Securities Investor Protection Corporation subject to legal limits. The Company has not experienced any losses on its deposits to date. The Company does not require collateral or other security for other receivables; however, credit risk is mitigated by the Company’s ongoing evaluations of its debtors’ credit worthiness. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, stock-based compensation, certain facility costs, legal costs and other costs associated with preclinical and clinical development. A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers in connection with preclinical and clinical development activities and contract manufacturing organizations in connection with the production of materials for clinical trials. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. |
Stock-Based Compensation | Stock-Based Compensation The Company generally grants stock options to its employees for a fixed number of shares with an exercise price equal to the fair value of the underlying shares at the date of grant. The Company accounts for stock option grants using the fair value method. The fair value of options is calculated using the Black-Scholes option pricing model. For restricted stock units, fair value is based on the closing price of the Company’s Class A common stock on the grant date. Stock-based compensation is recognized as the underlying options vest using the straight-line attribution approach, and forfeitures are recorded as they occur. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the Company’s condensed financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that the Company is no longer an EGC. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016 02 and subsequent amendments to the initial guidance under ASU 2017-13, ASU 2018-10, ASU 2018-11, and ASU 2019-01 (collectively, “Topic 842”), which modifies the accounting by lessees for all leases with a term greater than 12 months. This standard requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The Company adopted the new lease accounting standard on January 1, 2022, using the modified retrospective transition method. The Company implemented processes, and internal controls to enable the preparation of financial information. The adoption of this standard had a material impact on the Company’s condensed balance sheet, with the recognition of right-of-use assets and corresponding lease liabilities in the amounts of $37.7 million and $67.1 million respectively, and the derecognition of approximately $10.9 million of deferred rent and $19.1 million of tenant improvement incentives. The adoption of this standard did not have a material impact on the Company’s condensed statements of operations or cash flows. The Company provided detailed right-of-use asset and liability disclosures as required by the new standard in the notes to the Company’s condensed financial statements under Note 8 Leases. The Company adopted the transitional provisions allowed under ASU 2018-11 and as such, the condensed balance sheets and condensed statements of operations for prior periods are not comparable in the year of adoption of ASU 2016-02. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses “Topic 326” Measurement of Credit Losses on Financial Instruments Topic 326 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of cash and cash equivalents and restricted cash | The Company’s reconciliation of cash and cash equivalents and restricted cash reported within the condensed balance sheets that sum to the total of the same amounts shown in the condensed statements of cash flows were as follows (in thousands): September 30, December 31, 2022 2021 Cash and cash equivalents $ 20,903 $ 94,746 Restricted cash 1,115 1,458 Cash, cash equivalents and restricted cash shown in the condensed statements of cash flows $ 22,018 $ 96,204 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value of Financial Instruments | |
Summary of financial assets and liabilities subject to fair value measurements on a recurring basis | September 30, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds $ 9,890 $ — $ — $ 9,890 Certificates of deposit 924 — — 924 Corporate debt securities — 2,981 — 2,981 U.S. Treasury securities 62,916 — — 62,916 Total $ 73,730 $ 2,981 $ — $ 76,711 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds $ 90,251 $ — $ — $ 90,251 Certificates of deposit 1,672 — — 1,672 Corporate debt securities — 6,089 — 6,089 U.S. Treasury securities 45,568 — — 45,568 Total $ 137,491 $ 6,089 $ — $ 143,580 |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents and Investments | |
Summary of fair value and the amortized cost of cash, cash equivalents and available-for-sale investments by major security type | The fair value and the amortized cost of cash, cash equivalents and available-for-sale investments by major security type consist of the following (in thousands): Gross Gross Estimated Cash and Amortized Unrealized Unrealized Fair Cash Short-term Long-term September 30, 2022 Cost Gains Losses Value Equivalents Investment Investment Cash, cash equivalents and money market funds $ 18,904 $ — $ — $ 18,904 $ 18,904 $ — $ — Available-for-sale: U.S. Treasury securities 63,480 — (564) 62,916 1,999 60,917 — Corporate debt securities 2,991 — (10) 2,981 — 2,981 — Certificates of deposit 931 — (7) 924 — 924 — Total $ 86,306 $ — $ (581) $ 85,725 $ 20,903 $ 64,822 $ — Gross Gross Estimated Cash and Amortized Unrealized Unrealized Fair Cash Short-term Long-term December 31, 2021 Cost Gains Losses Value Equivalents Investment Investment Cash, cash equivalents and money market funds $ 94,746 $ — $ — $ 94,746 $ 94,746 $ — $ — Available-for-sale: U.S. Treasury securities 45,665 — (97) 45,568 — 15,014 30,554 Corporate debt securities 6,093 — (4) 6,089 — 6,089 — Certificates of deposit 1,673 — (1) 1,672 — 1,184 488 Total $ 148,177 $ — $ (102) $ 148,075 $ 94,746 $ 22,287 $ 31,042 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses and Other Current Assets. | |
Summary of Prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2022 2021 Vendor prepayments and deposits $ 2,016 $ 2,681 Prepaid insurance 1,557 1,531 Prepaid facility maintenance fee 330 807 Other receivables 2,985 — Interest receivables and other current assets 162 318 Total prepaid expenses and other current assets $ 7,050 $ 5,337 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, net | |
Summary of property and equipment | Property and equipment, net consists of the following (in thousands): September 30, December 31, 2022 2021 Laboratory equipment $ 13,573 $ 13,128 Furniture and fixtures 1,929 1,897 Computer hardware and software 1,540 1,433 Leasehold improvements 37,908 37,871 55,065 54,329 Less accumulated depreciation and amortization (15,395) (11,314) Total property and equipment, net $ 39,670 $ 43,015 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses | |
Summary of accrued expenses | Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Compensation and related benefits $ 3,232 $ 4,866 License fees 3,000 — Contract research fees 2,408 5,521 Professional fees 185 189 Cease Use — 475 Other 574 504 Total accrued expenses $ 9,399 $ 11,555 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of future lease payments | The Company's future lease payments as of September 30, 2022, which are presented as current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company's condensed balance sheets (in thousands, except weighted-average data) are as follows: Operating Leases Periods 2022 - remainder $ 1,870 2023 7,635 2024 7,846 2025 8,064 2026 8,288 Thereafter 57,290 Total lease payments $ 90,993 Less: imputed interest (26,307) Present value of lease liabilities $ 64,686 Lease liabilities, current 3,434 Lease liabilities, noncurrent 61,252 Total lease liabilities $ 64,686 Weighted-average remaining lease term (in years) 10.7 Weighted-average discount rate 6.64% |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option activity | Options Outstanding Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Shares Exercise Price Life (years) (in thousands) Balances, December 31, 2021 7,162,676 $ 11.25 8.2 $ 21 Granted 404,700 1.93 Exercised (16,666) 4.56 Cancelled (727,692) 8.69 Balances, September 30, 2022 6,823,018 $ 3.79 7.5 $ 8 Vested and expected to vest at September 30, 2022 6,823,018 $ 3.79 7.5 $ 8 Exercisable at September 30, 2022 4,252,602 $ 4.32 6.8 $ 8 Vested at September 30, 2022 4,252,602 $ 4.32 6.8 $ 8 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected life (in years) — 6.01 5.88 5.97 Volatility — % 90.0 % 85.9 % 91.4 % Risk-free interest rate — % 1.0 % 3.2 % 0.6 % |
Schedule of summarizes RSU activity | Weighted-Average Number Grant Date of Shares Fair Value per RSU Unvested Balances, December 31, 2021 867,730 $ 6.15 RSUs Vested (384,390) 6.15 RSUs Cancelled (130,720) 6.15 Unvested Balances, September 30, 2022 352,620 $ 6.15 |
Schedule of stock-based compensation expense | The compensation expense is allocated on a departmental basis, based on the classification of the option holder, as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,869 $ 1,946 $ 6,576 $ 6,080 General and administrative 2,015 1,907 7,132 6,055 $ 3,884 $ 3,853 $ 13,708 $ 12,135 |
2019 Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected life (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Volatility 88.0 - 96.7 % 91.1 - 98.5 % 79.0 - 96.7 % 91.1 - 107.6 % Risk-free interest rate 3.3 - % 0.1 - % 0.6 - % 0.1 - % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Common stock options 6,823,018 6,014,991 6,823,018 6,014,991 Unvested restricted stock units 352,620 881,490 352,620 881,490 Common stock warrants 49,997 49,997 49,997 49,997 7,225,635 6,946,478 7,225,635 6,946,478 |
Business (Details)
Business (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Business | |
Number of Operating Segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) Institution | Dec. 31, 2021 USD ($) Institution | |
Other Income | ||
Expected service period | 18 months | |
Contract liabilities | $ 0 | $ 0 |
Concentration of credit risk | ||
Number of financial institutions holding cash and cash and cash equivalents | Institution | 3 | 3 |
Assignment and License Agreement | Prepaid expenses and other current assets | ||
Other Income | ||
Receivables under agreements | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Collaborations (Details) | 1 Months Ended | ||
Jul. 31, 2020 Program | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Research cost sharing provision payable | $ | $ 18,000 | ||
Research cost sharing provision receivable | $ | $ 25,000 | ||
Collaboration And License Agreement | Xencor Inc | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Term of the research program (in years) | 3 years | ||
Maximum number of joint programs eligible for further development and commercialization | Program | 2 | ||
Percentage of costs and profit shared by partners | 50% | ||
Maximum number of independent programs each partner may pursue | Program | 2 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - In-Licensing Arrangements - Development (Details) - Option and license agreement - Zymeworks Inc $ in Millions | 1 Months Ended |
Apr. 30, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Commercial option to extend research license | 2 years |
Upfront consideration for purchase of license | $ 5 |
Term of the research license | 2 years |
Research and development | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Upfront consideration for purchase of license | $ 5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Employee Retention Credit (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Eligible refundable credit | $ 2.9 | |
Prepaid expenses and other current assets | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Amount receivable from government | $ 2.9 | |
Research and development | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Employee retention tax credit | 2.4 | |
General and administrative | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Employee retention tax credit | $ 0.5 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and cash equivalents and restricted cash reported within the condensed balance sheets | ||||
Cash and cash equivalents | $ 20,903 | $ 94,746 | ||
Restricted cash | $ 1,115 | $ 1,458 | ||
Restricted Cash, Asset, Statement of Financial Position [Extensible List] | Deposits and Others | Deposits and Others | ||
Cash, cash equivalents and restricted cash shown in the condensed statements of cash flows | $ 22,018 | $ 96,204 | $ 114,647 | $ 62,441 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Recent Accounting Pronouncements Not Yet Adopted (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 36,481 | |
Operating lease liabilities | $ 64,686 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 37,700 | |
Operating lease liabilities | 67,100 | |
Deferred rent derecognized | 10,900 | |
Tenant improvement derecognized | $ 19,100 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial assets and liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Maximum | ||
Company's financial assets and liabilities subject to fair value measurements on a recurring basis | ||
Remaining contractual maturity of marketable securities (in years) | 2 years | 2 years |
Recurring basis | ||
Assets | ||
Total assets | $ 76,711 | $ 143,580 |
Recurring basis | Cash, cash equivalents and money market funds | ||
Assets | ||
Total assets | 9,890 | 90,251 |
Recurring basis | Certificates of deposit | ||
Assets | ||
Total assets | 924 | 1,672 |
Recurring basis | Corporate debt securities | ||
Assets | ||
Total assets | 2,981 | 6,089 |
Recurring basis | U.S. Treasury securities | ||
Assets | ||
Total assets | 62,916 | 45,568 |
Recurring basis | Level 1 | ||
Assets | ||
Total assets | 73,730 | 137,491 |
Recurring basis | Level 1 | Cash, cash equivalents and money market funds | ||
Assets | ||
Total assets | 9,890 | 90,251 |
Recurring basis | Level 1 | Certificates of deposit | ||
Assets | ||
Total assets | 924 | 1,672 |
Recurring basis | Level 1 | Corporate debt securities | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 1 | U.S. Treasury securities | ||
Assets | ||
Total assets | 62,916 | 45,568 |
Recurring basis | Level 2 | ||
Assets | ||
Total assets | 2,981 | 6,089 |
Recurring basis | Level 2 | Cash, cash equivalents and money market funds | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 2 | Certificates of deposit | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 2 | Corporate debt securities | ||
Assets | ||
Total assets | 2,981 | 6,089 |
Recurring basis | Level 2 | U.S. Treasury securities | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 3 | Cash, cash equivalents and money market funds | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 3 | Certificates of deposit | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 3 | Corporate debt securities | ||
Assets | ||
Total assets | 0 | 0 |
Recurring basis | Level 3 | U.S. Treasury securities | ||
Assets | ||
Total assets | $ 0 | $ 0 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Fair value and Amortized cost (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | $ 20,903 | $ 94,746 |
Short-term Investment | 64,822 | 22,287 |
Long-term Investment | 31,042 | |
Cash, cash equivalents and money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 18,904 | 94,746 |
Available-for-sale: | ||
Amortized Cost | 18,904 | 94,746 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 18,904 | 94,746 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 1,999 | |
Short-term Investment | 60,917 | 15,014 |
Long-term Investment | 30,554 | |
Available-for-sale: | ||
Amortized Cost | 63,480 | 45,665 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (564) | (97) |
Estimated Fair Value | 62,916 | 45,568 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short-term Investment | 2,981 | 6,089 |
Available-for-sale: | ||
Amortized Cost | 2,991 | 6,093 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (10) | (4) |
Estimated Fair Value | 2,981 | 6,089 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short-term Investment | 924 | 1,184 |
Long-term Investment | 488 | |
Available-for-sale: | ||
Amortized Cost | 931 | 1,673 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (7) | (1) |
Estimated Fair Value | 924 | 1,672 |
Total | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 20,903 | 94,746 |
Short-term Investment | 64,822 | 22,287 |
Long-term Investment | 31,042 | |
Available-for-sale: | ||
Amortized Cost | 86,306 | 148,177 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (581) | (102) |
Estimated Fair Value | $ 85,725 | $ 148,075 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets. | ||
Vendor prepayments and deposits | $ 2,016 | $ 2,681 |
Prepaid insurance | 1,557 | 1,531 |
Prepaid facility maintenance fee | 330 | 807 |
Other receivables | 2,985 | |
Interest receivables and other current assets | 162 | 318 |
Total prepaid expenses and other current assets | $ 7,050 | $ 5,337 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, Plant and Equipment, Gross | $ 55,065 | $ 55,065 | $ 54,329 | ||
Less accumulated depreciation and amortization | (15,395) | (15,395) | (11,314) | ||
Total property and equipment, net | 39,670 | 39,670 | 43,015 | ||
Depreciation and amortization expense | 1,400 | $ 1,400 | 4,100 | $ 3,200 | |
Laboratory equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, Plant and Equipment, Gross | 13,573 | 13,573 | 13,128 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, Plant and Equipment, Gross | 1,929 | 1,929 | 1,897 | ||
Computer hardware and software | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, Plant and Equipment, Gross | 1,540 | 1,540 | 1,433 | ||
Leasehold improvements | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Property, Plant and Equipment, Gross | $ 37,908 | $ 37,908 | $ 37,871 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Compensation and related benefits | $ 3,232 | $ 4,866 |
License fees | 3,000 | |
Contract research fees | 2,408 | 5,521 |
Professional fees | 185 | 189 |
Cease Use | 475 | |
Other | 574 | 504 |
Total accrued expenses | $ 9,399 | $ 11,555 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | |||||
Gain (loss) on termination of lease | $ 1.5 | ||||
Lease expense | $ 1.5 | $ 4.4 | |||
Variable lease expense | 0.9 | 2.6 | |||
Rent expenses | $ 3 | $ 10.9 | |||
Cash paid for operating lease liabilities | $ 1.9 | $ 5.6 |
Leases - Future lease payments
Leases - Future lease payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
2022 - remainder | $ 1,870 |
2023 | 7,635 |
2024 | 7,846 |
2025 | 8,064 |
2026 | 8,288 |
Thereafter | 57,290 |
Total lease payments | 90,993 |
Less: imputed interest | (26,307) |
Present value of lease liabilities | 64,686 |
Lease liabilities, current | 3,434 |
Lease liabilities, noncurrent | $ 61,252 |
Weighted-average remaining lease term (in years) | 10 years 8 months 12 days |
Weighted-average discount rate | 6.64% |
Reorganization and Other Char_2
Reorganization and Other Charges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | |
Reorganization and Other Charges | ||
Severance and employee benefits charges | $ 0.7 | |
Outstanding liability | $ 0 |
Capital Stock (Details)
Capital Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Jun. 02, 2019 Vote $ / shares shares | Aug. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | shares | 300,000,000 | |||
Preferred stock par value | $ / shares | $ 0.0001 | |||
Net proceeds from sales | $ 3,509 | |||
At The Market Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of gross proceeds as compensation for services | 3% | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | shares | 650,000,000 | 650,000,000 | 650,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes entitled per share | Vote | 1 | |||
Class A common stock | At The Market Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Share offering price | $ 100,000 | |||
Shares sold | shares | 1,493,361 | |||
Net proceeds from sales | $ 7,900 | |||
Underwriting fees | 300 | |||
Issuance costs deduction amount from gross proceeds | $ 300 | |||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Equity Incentive Plan - Stock o
Equity Incentive Plan - Stock option (Details) - 2019 Plan and Company's 2010 Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Balance at beginning of period (in shares) | 7,162,676 | ||
Granted (in shares) | 0 | 404,700 | |
Exercised (in shares) | (16,666) | ||
Cancelled (in shares) | (727,692) | ||
Balance at end of period (in shares) | 6,823,018 | 6,823,018 | 7,162,676 |
Vested and expected to vest at end of period (in shares) | 6,823,018 | 6,823,018 | |
Exercisable at end of period (in shares) | 4,252,602 | 4,252,602 | |
Vested at end of period (in shares) | 4,252,602 | 4,252,602 | |
Weighted-Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 11.25 | ||
Granted (in dollars per share) | 1.93 | ||
Exercised (in dollars per share) | 4.56 | ||
Cancelled (in dollars per share) | 8.69 | ||
Balance at end of period (in dollars per share) | $ 3.79 | 3.79 | $ 11.25 |
Vested and expected to vest at end of period (in dollars per share) | 3.79 | 3.79 | |
Exercisable at end of period (in dollars per share) | 4.32 | 4.32 | |
Vested at end of period (in dollars per share) | $ 4.32 | $ 4.32 | |
Weighted-Average Remaining Contractual Life | |||
Weighted-average remaining contractual life of options (years) | 7 years 6 months | 8 years 2 months 12 days | |
Vested and expected to vest at end of period (in years) | 7 years 6 months | ||
Exercisable at end of period (in years) | 6 years 9 months 18 days | ||
Vested at end of period (in years) | 6 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value of options | $ 8 | $ 8 | $ 21 |
Vested and expected to vest at end of period | 8 | 8 | |
Exercisable at end of period | 8 | 8 | |
Vested at end of period | $ 8 | $ 8 |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock Option Repricing (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense, vested | $ 3,884 | $ 3,853 | $ 13,708 | $ 12,135 | ||
2019 Plan and Company's 2010 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price | $ 9 | |||||
Modified exercise price | $ 1.845 | |||||
Number of Stock options outstanding | 3,606,163 | 6,823,018 | 6,823,018 | 7,162,676 | ||
Exercise price, lower range limit | $ 9.87 | |||||
Exercise price, upper range limit | $ 22.10 | |||||
Incremental stock based compensation expense | $ 2,500 | |||||
Stock-based compensation expense, vested | $ 200 | $ 1,700 | ||||
Stock-based compensation expense, unvested | $ 800 | |||||
Remaining weighted-average vesting period | 1 year 2 months 12 days |
Equity Incentive Plan - Weighte
Equity Incentive Plan - Weighted average assumptions (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
2019 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected life (in years) | 0 years | 6 years 3 days | 5 years 10 months 17 days | 5 years 11 months 19 days |
Volatility | 90% | 85.90% | 91.40% | |
Risk-free interest rate | 1% | 3.20% | 0.60% | |
2019 Employee Stock Purchase Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected life (in years) | 6 months | 6 months | 6 months | 6 months |
Volatility | 88% | 91.10% | 79% | 91.10% |
Risk-free interest rate | 3.30% | 0.10% | 0.60% | 0.10% |
2019 Employee Stock Purchase Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected life (in years) | 2 years | 2 years | 2 years | 2 years |
Volatility | 96.70% | 98.50% | 96.70% | 107.60% |
Risk-free interest rate | 3.50% | 0.20% | 3.50% | 0.20% |
Equity Incentive Plan - Restric
Equity Incentive Plan - Restricted Stock Units (Details) - Unvested restricted stock units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Unvested balance, at beginning of period (in shares) | shares | 867,730 |
RSUs Vested (in shares) | shares | (384,390) |
RSUs Cancelled (in shares) | shares | (130,720) |
Unvested balance, at end of period (in shares) | shares | 352,620 |
Weighted-Average Grant Date Fair Value per RSU | |
Weighted-Average Grant Date Fair Value per RSU Unvested balance, at beginning of period (in dollars per share) | $ / shares | $ 6.15 |
RSUs Vested (in dollars per share) | $ / shares | 6.15 |
RSUs Cancelled (in dollars per share) | $ / shares | 6.15 |
Weighted-Average Grant Date Fair Value per RSU Unvested balance, at end of period (in dollars per share) | $ / shares | $ 6.15 |
2019 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Vesting on the one year anniversary | 2019 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50% |
Vesting on the two year anniversary | 2019 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50% |
Equity Incentive Plan - 2019 Em
Equity Incentive Plan - 2019 Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,884 | $ 3,853 | $ 13,708 | $ 12,135 |
Class A common stock | 2019 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 200 | $ 200 | $ 700 | $ 600 |
Expected dividend | 0% | 0% |
Equity Incentive Plan - Stock-b
Equity Incentive Plan - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 3,884 | $ 3,853 | $ 13,708 | $ 12,135 |
Income tax benefits for stock-based compensation | 0 | |||
Stock-based compensation costs capitalized | 0 | |||
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,869 | 1,946 | 6,576 | 6,080 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,015 | $ 1,907 | $ 7,132 | $ 6,055 |
Equity Incentive Plan - Unrecog
Equity Incentive Plan - Unrecognized compensation (Details) - 2019 Plan $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Common stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 15.5 |
Remaining weighted-average requisite service period | 1 year 10 months 24 days |
Unvested restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1.9 |
Remaining weighted-average requisite service period | 10 months 24 days |
Equity Incentive Plan - Weigh_2
Equity Incentive Plan - Weighted-average grant date fair value (Details) - 2019 Plan - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value (in dollars per share) | $ 1.28 | $ 9.85 |
Expected dividend | 0% | 0% |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
401 (k) Plan | ||||
Employer contribution (as a percent) | 100% | |||
Amount up to which the employer matches 100 percent contribution | $ 5,000 | |||
Total matching contributions | $ 100,000 | $ 100,000 | $ 600,000 | $ 600,000 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in the diluted net loss per share calculation | 7,225,635 | 6,946,478 | 7,225,635 | 6,946,478 |
Common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in the diluted net loss per share calculation | 6,823,018 | 6,014,991 | 6,823,018 | 6,014,991 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in the diluted net loss per share calculation | 352,620 | 881,490 | 352,620 | 881,490 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in the diluted net loss per share calculation | 49,997 | 49,997 | 49,997 | 49,997 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Due to related party | $ 74,000 | $ 74,000 | $ 74,000 | ||
Research and development expense | 63,000 | $ 63,000 | 200 | $ 200 | |
Intellectual property related legal fees | |||||
Related Party Transaction [Line Items] | |||||
Expense | 300 | 300 | 900 | 1,000 | |
Due to related party | 100 | 100 | 200 | ||
Other legal fees | |||||
Related Party Transaction [Line Items] | |||||
Expense | 100 | $ 200 | 1,000 | $ 600 | |
Due to related party | $ 100 | $ 100 | $ 100 |