Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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 Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
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 Public Float | $ 48.8 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | San Francisco, California | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001532346 | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 32,441,143 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,715,441 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 30,819 | $ 94,746 |
Investments | 39,676 | 22,287 |
Prepaid expenses and other current assets | 7,531 | 5,337 |
Total current assets | 78,026 | 122,370 |
Property and equipment, net | 37,972 | 43,015 |
Operating lease right-of-use assets | 36,056 | |
Long-term investments | 31,042 | |
Deposits and other | 2,976 | 3,630 |
Total assets | 155,030 | 200,057 |
Current Liabilities | ||
Accounts payable | 1,741 | 3,352 |
Accrued expenses | 9,681 | 11,555 |
Operating lease liabilities, current portion | 3,544 | |
Other current liabilities | 1,327 | 1,992 |
Total current liabilities | 16,293 | 16,899 |
Deferred rent | 28,229 | |
Operating lease liabilities, net of current portion | 60,331 | |
Total liabilities | 76,624 | 45,128 |
Commitment and contingencies (Note 9) | ||
Stockholders' equity | ||
Additional paid-in capital | 535,592 | 514,794 |
Accumulated other comprehensive loss | (266) | (102) |
Accumulated deficit | (456,924) | (359,767) |
Total stockholders' equity | 78,406 | 154,929 |
Total liabilities and stockholders' equity | 155,030 | 200,057 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 3 | 3 |
Class B common stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses | ||
Research and development | $ 66,829 | $ 78,349 |
General and administrative | 31,466 | 31,954 |
Asset impairment | 449 | 0 |
Total expenses | 98,744 | 110,303 |
Interest and other income (expense) | ||
Other income | 770 | 851 |
Interest income | 817 | 207 |
Interest expense | (3) | |
Loss on disposal of property and equipment | (77) | |
Loss before income tax expense | (97,157) | (109,325) |
Income tax expense | (1) | |
Net loss | $ (97,157) | $ (109,326) |
Net loss per share, basic | $ (2.52) | $ (2.95) |
Net loss per share, diluted | $ (2.52) | $ (2.95) |
Weighted-average shares used in computing net loss per share, basic | 38,593,894 | 37,038,195 |
Weighted-average shares used in computing net loss per share, diluted | 38,593,894 | 37,038,195 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statements of Operations and Comprehensive Loss | ||
Net loss | $ (97,157) | $ (109,326) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale debt securities | (164) | (160) |
Comprehensive loss | $ (97,321) | $ (109,486) |
Statements of Stockholders' Equ
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 through "at-the-market" offering, net of underwriter discount and issuance costs | 4,372 | 4,372 | |||
Issuance of common stock through "at-the-market" offering, net of underwriter discount and issuance costs (in shares) | 793,361 | ||||
Issuance of common stock upon exercise of options | 273 | 273 | |||
Issuance of common stock upon exercise of options (in shares) | 47,061 | ||||
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 | 16,876 | 16,876 | |||
Unrealized loss on available-for-sale debt securities | (160) | (160) | |||
Net loss | (109,326) | (109,326) | |||
Balances at end at Dec. 31, 2021 | $ 4 | 514,794 | (102) | (359,767) | 154,929 |
Balances at end (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 | 16,891 | 16,891 | |||
Unrealized loss on available-for-sale debt securities | (164) | (164) | |||
Net loss | (97,157) | (97,157) | |||
Balances at end at Dec. 31, 2022 | $ 4 | $ 535,592 | $ (266) | $ (456,924) | $ 78,406 |
Balances at end (in shares) at Dec. 31, 2022 | 39,067,391 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (97,157) | $ (109,326) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,459 | 4,550 |
Asset impairment | 449 | 0 |
Amortization of operating right-of-use asset | 1,622 | |
Loss on disposal of property and equipment | 77 | |
Stock-based compensation | 16,891 | 16,876 |
Amortization of discount or premium on available-for-sale securities | 56 | 1,480 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,441) | 2,987 |
Accounts payable | (1,611) | 1,267 |
Accrued expenses | (1,854) | 5,388 |
Other current liabilities | 1,052 | (910) |
Deferred rent | 16,691 | |
Operating lease liabilities | (3,187) | |
Net cash used in operating activities | (80,721) | (60,920) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (885) | (35,090) |
Purchase of investments | (62,454) | (53,803) |
Proceeds from maturities of investments | 75,887 | 178,130 |
Net cash provided by investing activities | 12,548 | 89,237 |
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 | 273 |
Proceeds from issuance of common shares in "at-the-market" equity offering, net of issuance costs | 3,509 | 4,385 |
Principal payments on capital lease obligations | (4) | (49) |
Net cash provided by financing activities | 3,903 | 5,446 |
Net change in cash, cash equivalents and restricted cash | (64,270) | 33,763 |
Cash, cash equivalents and restricted cash, beginning of period | 96,204 | 62,441 |
Cash, cash equivalents and restricted cash, end of period | 31,934 | 96,204 |
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 | ||
Costs related to "at-the-market" offering included in accounts payable | 13 | |
Purchases of property and equipment included in accounts payable and accrued liabilities | $ 13 | $ 33 |
Business
Business | 12 Months Ended |
Dec. 31, 2022 | |
Business | |
Business | 1. Nature of Business Atreca, Inc., or the Company, was incorporated in the State of Delaware on June 11, 2010, or inception date, and is located in San Carlos, California. The Company is a clinical stage 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 | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission, or SEC, include the accounts of the Company. Going Concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of our plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of our plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. In performing this analysis, we excluded certain elements of our operating plan that cannot be considered probable. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the financial statements are issued. Management intends on completing additional equity financing and reducing spending in fiscal 2023 and 2024. However, due to several factors, including those outside management’s control, there can be no assurance that the Company will be able to complete additional equity financings. If we are unable to complete additional financings, management’s plans include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully reduce expenses to align with our available cash is probable. Accordingly, we believe our plan will be sufficient to alleviate substantial doubt for a period of at least 12 months from the date of issuance of these consolidated financial statements.3 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. 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 financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates in the 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. 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, or ASC, Topic 606, Revenue from Contracts with Customers, or Topic 606. 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. In October, 2022, the Company entered into the Grant Agreement with the Bill & Melinda Gates Foundation under which it was awarded a grant totaling up to $1.2 million for its malaria program. The parties amended the agreement in December 2022 to extend the grant term. During the year ended December 31, 2022, the Company recognized The Company recorded no receivables under service and license agreements as of December 31, 2022 and 2021. The Company recorded $13,000 receivable under service agreement included in prepaid expenses and other current assets as December 31, 2020. The Company recorded 1.2 million contract liabilities as of December 31, 2022. The Company recorded zero and $0.8 million contract liabilities included in other current liabilities, as of December 31, 2021 and 2020, respectively. Collaborations Historically, the Company has entered into a number of discovery collaborations as the Company developed its 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., or 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, Collaborative Arrangements (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 statements 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 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, or CARES Act, as amended by the further legislation, provides an employee retention credit, or 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 year ended December 31, 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 statements of operations. As of December 31, 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 balance sheet. In January 2023, the Company received the entire balance of ERC of 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 December 31, 2022 and 2021, respectively. These amounts as of December 31, 2022 and 2021 are included in deposits and other in the accompanying 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 balance sheets that sum to the total of the same amounts shown in the statements of cash flows were as follows (in thousands): December 31, December 31, 2022 2021 Cash and cash equivalents $ 30,819 $ 94,746 Restricted cash 1,115 1,458 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 31,934 $ 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. Refer to Recently Adopted Accounting Pronouncements Summary of Significant Accounting Policies 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 December 31, 2022 and 2021. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. 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 does not require collateral or other security for other receivables. Property and Equipment, Net Property and equipment are stated at cost less depreciation. Depreciation is computed using the straight-line method with the estimated useful lives of the assets ranging from two Accounting for Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of cash flows and available market data. Certain factors used for these types of nonrecurring fair value measurements are considered Level 3 inputs. In December 2022, the Company identified certain long-lived assets no longer utilized under current or expected future operations. Accordingly, the Company recognized impairment expense of Intellectual Property Intellectual property-related expenses for the years ended December 31, 2022 and 2021 were $1.1 million and $1.2 million, respectively. As of December 31, 2022, and 2021, the Company has determined that these expenses have not met the criteria to be capitalized. Deferred Rent The Company has entered into lease agreements for its laboratory and office facilities. These leases qualify as and are accounted for as operating leases. Rent expense is recognized on a straight-line basis over the term of the lease and, accordingly, the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. 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,” or EGC, as defined in the Jumpstart Our Business Startups Act, or 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 financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board, or 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. Income Taxes The Company applies the provisions set forth in FASB ASC Topic 740, Income Taxes, to account for the uncertainty in income taxes. In the preparation of income tax returns in federal, foreign and state jurisdictions, the Company asserts certain income tax positions based on its understanding and interpretation of income tax laws. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Company's financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions. The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. A valuation allowance is provided against the Company's deferred income tax assets when realization is not reasonably assured. Net Loss Per Share 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, or 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 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 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 financial statements under Note 8 Leases. The Company adopted the transitional provisions allowed under ASU 2018-11 and as such, the balance sheets and statements of operations for prior periods are not comparable in the year of adoption of ASU 2016-02. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses Topic 326 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds $ 29,658 $ — $ — $ 29,658 Certificates of deposit 483 — — 483 Corporate debt securities — 1,996 — 1,996 U.S. Treasury securities 37,197 — — 37,197 Total $ 67,338 $ 1,996 $ — $ 69,334 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 December 31, 2022 and 2021, gross unrealized gains and unrealized losses for cash equivalents and investments were not material, and the remaining contractual maturity of all marketable securities was less than two years. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Cost Gains Losses Value Equivalents Investment Investment Cash, cash equivalents and money market funds $ 30,819 $ — $ — $ 30,819 $ 30,819 $ — $ — Available-for-sale: U.S. Treasury securities 37,458 — (261) 37,197 — 37,197 — Corporate debt securities 1,999 — (3) 1,996 — 1,996 — Certificates of deposit 485 — (2) 483 — 483 — Total $ 70,761 $ — $ (266) $ 70,495 $ 30,819 $ 39,676 $ — 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 December 31, 2022. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 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): December 31, December 31, 2022 2021 Vendor prepayments and deposits $ 2,010 $ 2,681 Prepaid insurance 1,026 1,531 Prepaid facility maintenance fee 336 807 Other receivables 3,985 — Interest receivables and other current assets 174 318 Total prepaid expenses and other current assets $ 7,531 $ 5,337 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, net | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment consists of the following (in thousands): December 31, December 31, 2022 2021 Laboratory equipment $ 13,191 $ 13,128 Furniture and fixtures 1,929 1,897 Computer hardware and software 1,518 1,433 Leasehold improvements 37,908 37,871 Construction in process 178 — 54,724 54,329 Less accumulated depreciation and amortization (16,752) (11,314) Total property and equipment, net $ 37,972 $ 43,015 Depreciation and amortization expense was $5.5 million and $4.5 million for the years ended December 31, 2022 and 2021, respectively. In December 2022, the Company identified certain long-lived assets no longer utilized under current or expected future operations. Accordingly, the Company recognized impairment expense of $0.4 million in 2022. The Company did not record any impairment of long-lived assets in 2021. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, December 31, 2022 2021 Compensation and related benefits $ 3,789 $ 4,866 License fees 3,000 — Contract research fees 2,201 5,521 Professional fees 128 189 Cease use — 475 Other 563 504 Total accrued expenses $ 9,681 $ 11,555 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 December 31, 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 statements 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 December 31, 2022, which are presented as current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company's balance sheets (in thousands, except weighted-average data) are as follows: Operating Leases Periods 2023 $ 7,635 2024 7,846 2025 8,064 2026 8,288 2027 8,519 Thereafter 48,771 Total lease payments $ 89,123 Less: imputed interest (25,248) Present value of lease liabilities $ 63,875 Lease liabilities, current 3,544 Lease liabilities, noncurrent 60,331 Total lease liabilities $ 63,875 Weighted-average remaining lease term (in years) 10.4 Weighted-average discount rate 6.64% Lease expense under the Company’s operating leases was $5.9 million for the year ended December 31, 2022. Variable lease expense for operating leases was $3.6 million for the year ended December 31, 2022. Rent expense recognized under ASC 840, inclusive of operating and maintenance costs, was $13.2 million during the year ended December 31, 2021. Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2022 was $7.5 million. Practical Expedients Leases with an initial term of 12 months or less are not recorded on the 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 | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitment 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. Non-executive Severance Plan Under the terms of the Non-executive Severance Plan approved by the Compensation Committee in December 2022, an employee, who is not an employee eligible for individually-negotiated employment agreement, is entitled to severance pay and benefits on a Covered Termination, which is a termination in connection with a Company-initiated reduction-in-force without cause other than due to death or disability that occurs on or prior to June 30, 2024. |
Reorganization and Other Charge
Reorganization and Other Charges | 12 Months Ended |
Dec. 31, 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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. 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, or Sales Agreement, with Cowen and Company, LLC, or 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, or 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 the company issues and sells 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 December 31, 2022, the Company issued and sold 1,493,361 shares of our Class A common stock. Net proceeds from the sales was $7.9 million after deducting underwriting fee of $0.3 million and issuance costs of $0.3 million. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 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, or 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, or 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, or 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 $1.9 million was recognized during the year ended December 31, 2022. The remaining $0.6 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 1.0 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, 2020 4,812,223 $ 13.33 8.2 $ 21,493 Granted 3,192,470 8.99 Exercised (47,061) 5.81 Cancelled (794,956) 15.06 Balances, December 31, 2021 7,162,676 $ 11.25 8.2 $ 21 Granted 446,100 1.88 Exercised (16,666) 4.56 Cancelled (1,218,576) 7.87 Balances, December 31, 2022 6,373,534 $ 3.56 7.3 $ 2 Vested and expected to vest at December 31, 2022 6,373,534 $ 3.56 7.3 $ 2 Exercisable at December 31, 2022 4,178,167 $ 4.02 6.6 $ 2 Vested at December 31, 2022 4,178,167 $ 4.02 6.6 $ 2 Additional information regarding the Company’s stock options outstanding and vested and exercisable as of December 31, 2022 is summarized below: Options Outstanding Options Vested and Exercisable Weighted- Average Weighted- Remaining Weighted- Average Number of Contractual Average Shares Subject Exercise Stock Options Life Exercise Price to Stock Price per Exercise Prices Outstanding (Years) per Share Options Share Up to $1.83 254,603 9.3 $ 1.66 11,034 $ 0.80 $1.84-$1.89 3,295,250 7.1 $ 1.85 2,414,136 $ 1.85 $1.90-$3.22 1,270,054 9.0 $ 3.02 299,531 $ 3.11 $3.23-$5.40 990,414 5.2 $ 5.06 969,539 $ 5.09 $5.41-$22.07 563,213 7.3 $ 13.01 483,927 $ 13.35 6,373,534 7.3 $ 3.56 4,178,167 $ 4.02 The weighted-average grant date fair value of options granted to employees and non-employees in the years ended December 31, 2022 and 2021 was $1.26 and $6.66, respectively. The intrinsic value of options exercised for the years ended December 31, 2022 and 2021 was determined to be $8,000 and $519,000, 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: Year Ended December 31, 2022 2021 Expected life (in years) 5.89 5.98 Volatility 86.0 % 90.3 % Risk-free interest rate 3.3 % 0.9 % Expected volatility is based on volatilities of public 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 RSU 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 RSU activity for the years ended December 31, 2022 and 2021 is as follows: Weighted-Average Number Grant Date of Shares Fair Value per RSU Unvested Balances, December 31, 2020 — $ — RSUs Granted 884,820 6.15 RSUs Vested — — RSUs Cancelled (17,090) 6.15 Unvested Balances, December 31, 2021 867,730 $ 6.15 RSUs Vested (384,390) 6.15 RSUs Cancelled (152,900) 6.15 Unvested Balances, December 31, 2022 330,440 $ 6.15 2019 Employee Stock Purchase Plan The Company’s board of directors adopted the 2019 Employee Stock Purchase Plan, or ESPP, on June 2, 2019, and the Company’s stockholders approved the ESPP on June 7, 2019. During the years ended December 31, 2022 and 2021, the expense related to the ESPP were both $0.8 million. 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: Year Ended December 31, 2022 2021 Expected life (in years) 0.5 - 2.0 0.5 - 2.0 Volatility 79.0 - 96.7 % 91.1 - 107.6 % Risk-free interest rate 0.6 - % 0.1 - % The Company recognized $16.9 million of stock-based compensation expense related to options and the ESPP granted to employees and non-employees for each of the years ended December 31, 2022 and 2021. The compensation expense is allocated on a departmental basis, based on the classification of the option holder as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 7,910 $ 8,571 General and administrative 8,981 8,305 $ 16,891 $ 16,876 No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment as of December 31, 2022 and 2021. Unrecognized compensation expense as of December 31, 2022, totaled $12.2 million related to non-vested stock options with a remaining weighted-average requisite service period of 1.8 years and $1.3 million related to non-vested RSUs with a remaining weighted-average requisite service period of 0.7 years. Convertible Preferred Stock Warrant Upon the IPO in 2019, t he 49,997 preferred stock warrants were revalued and converted to common stock warrants of Class A common stock shares. In August 2022, 49,997 outstanding warrants expired and there were no warrants outstanding as of December 31, 2022. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 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 Internal Revenue Code of 1986, as amended, or 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 $0.6 million for each of the years ended December 31, 2022 and 2021. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 14. Net Loss Per Share The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered all series of redeemable convertible preferred stock to have been participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options to purchase common stock, early exercised stock options, and warrants to purchase redeemable convertible preferred stock and common stock are considered common shares equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been antidilutive. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Numerator: Net loss attributable to common stockholders for earnings per share, basic and diluted $ (97,157) $ (109,326) Denominator: Shares used to compute net loss per share, basic and diluted 38,593,894 37,038,195 Basic and diluted net loss attributable to common stockholders per share $ (2.52) $ (2.95) The following outstanding potentially dilutive common shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the impact of including them would have been antidilutive: Year Ended December 31, 2022 2021 Common stock options 6,373,534 7,162,676 Unvested restricted stock units 330,440 867,730 Common stock warrants — 49,997 6,703,974 8,080,403 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 15. Income Taxes For the years ended December 31, 2022 and 2021, the Company recorded income tax related to state minimum taxes due. A reconciliation of the federal statutory income tax rate and the Company's effective income tax rate is as follows: December 31, 2022 2021 Tax computed at federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit (0.7) % 2.3 % Other (4.4) % (1.8) % Change in valuation allowance (15.6) % (24.2) % Credits (0.3) % 2.7 % Effective income tax rate 0.0 % 0.0 % Deferred income taxes result from the tax effect of transactions that are recognized in different periods for financial statement and income tax reporting purposes, as well as operating loss and tax credit carryforwards. Significant components of the Company's deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 69,296 $ 63,581 Tax credits 14,862 15,684 Lease liability 13,414 — Capitalized research and development expenses 11,175 — Intangibles 1,090 1,211 Fixed assets 410 — Other 4,172 7,528 Total deferred tax assets 114,419 88,004 Deferred tax liabilities: Fixed assets — 121 ROU assets 11,289 — Total deferred tax liabilities 11,289 121 Valuation allowance (103,130) (87,883) Total $ — $ — Beginning January 1, 2022, the Tax Cuts and Jobs Act eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code, or IRC, Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research and development expenses pursuant to IRC Section 174 increased by $11.2 million. The Company uses the "more likely than not" criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these positions and has reserved an unrecognized tax benefit of $4.7 million and $5.0 million as of December 31, 2022 and 2021, respectively. The following table summarizes the changes in the Company’s unrecognized tax benefits during the periods presented (in thousands): As of December 31, 2022 2021 Beginning of period $ 4,951 $ 3,378 Current period tax position increases 536 1,806 Prior period tax position changes (747) (233) End of period $ 4,740 $ 4,951 The decrease in the unrecognized tax benefit in 2022 is primarily reductions based on tax positions related to prior years. In the event the Company should need to recognize interest and penalties related to unrecognized income tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense. No amounts of interest or penalties were recognized in the Company's financial statements for 2022 or 2021. The Company is not currently under examination by income tax authorities in federal, state or other foreign jurisdictions. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions. The net increase in the valuation allowance was $15.2 million and $26.5 million in 2022 and 2021, respectively. At December 31, 2022, the Company has federal and state net operating loss carryforwards of $46.5 million and $13.1 million, respectively, which begin to expire in 2030 and $276.1 million of federal net operating loss carryforwards which do not expire but are subject to the 80% taxable income limitation. Additionally, the Company had federal tax credits totaling $13.1 million and $13.2 million at December 31, 2022 and 2021, respectively, and state tax credits totaling $8.9 million and $9.7 million, at December 31, 2022 and 2021, respectively. The federal tax credits begin to expire in 2030. The state tax credits may be carried forward indefinitely. Section 382 of the Internal Revenue Code of 1986, as amended, limits the use of net operating losses and income tax credit carryforwards in certain situations where changes occur in stock ownership of a company. If the Company should have an ownership change of more than 50% of the value of the Company's capital stock, utilization of the carryforwards could be restricted. The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions. The U.S. federal and state tax years from 2010 to 2020 remain open to examination due to the carryover of unused net operating loss carryforwards and tax credits. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (GILTI) provisions of the 2017 Tax Act. The GILTI provisions subject certain U.S. entities to current tax on GILTI earned by certain foreign subsidiaries. The Company has considered these new provisions as they are effective for tax years starting after December 31, 2017 and determined that none will likely apply for the years ended December 31, 2022 and 2021. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security, or CARES, Act was enacted and signed into law. GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act, includes changes to the tax provisions that benefits business entities, and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses include a five-year net operating loss carryback, suspension of annual deduction limitation of 80% of taxable income from net operating losses generated in a tax year beginning after December 31, 2017, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company has evaluated the impact of the CARES Act and determined there was no material impact to the income tax provision for the year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 16. Related Party Transactions The Company recorded other income of $20,000 and $1,000 for the years ended December 31, 2022 and 2021, respectively, under the Grant Agreement and service contracts with a stockholder. The Company had no receivable from the stockholder as of both December 31, 2022 and 2021. The Company recorded expense of $1.1 million and $1.3 million for the years ended December 31, 2022 and 2021, respectively, related to intellectual property and other legal services performed by a related party. An immediate family member of Tito A. Serafini, one of our directors and our Chief Strategy Officer, is a partner of the legal service provider. The Company has a payable of $172,000 and $203,000 to the related party for the years ended December 31, 2022 and 2021, respectively. The Company recorded expense of $1.0 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively, related to legal services performed by a related party. An immediate family member of Tito A. Serafini, one of our directors and our Chief Strategy Officer, is a partner of the legal service provider. The Company has a payable of $33,000 and $86,000 to the related party at December 31, 2022 and 2021, respectively. The Company recorded research and development expenses of $250,000 for each of the years ended December 31, 2022 and 2021, respectively, 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 December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events The Company has evaluated subsequent events that may require adjustments to or disclosure in the financial statements through March 29, 2023, the date on which the financial statements were available to be issued. 2023 Inducement Plan On February 9, 2023, the 2023 Inducement Plan, or the Inducement Plan, became effective. Subject to adjustment from time to time as provided in the Inducement Plan, 1.0 million shares of Class A common stock are available for issuance under the Inducement Plan. The purpose of the Inducement Plan is to attract, retain and motivate certain new employees of the Company by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s stockholders. Each award under the Inducement Plan is intended to qualify as an employment inducement award pursuant to Listing Rule 5635(c) of the corporate governance rules of the Nasdaq Marketplace Rule. The Inducement Plan is administered by the compensation committee of the Company’s board of directors. Under the terms of the Inducement Plan, the compensation committee may grant equity awards, including nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, and other stock awards to new employees of the Company. Silicon Valley Bank Default Silicon Valley Bank, or SVB, was closed on March 10, 2023 by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or FDIC, as receiver. At the time of closing, the Company maintained less than $5.0 million of its cash in deposit accounts with SVB to manage its operational needs. The vast majority of the Company’s cash, cash equivalents and short-term investments reside in custodial accounts held by J.P. Morgan and Wells Fargo. The Company’s investment portfolio currently does not contain any securities of SVB. On March 12, 2023, the U.S. Treasury, Federal Reserve, and FDIC announced that SVB depositors will have access to all of their money starting March 13, 2023. The Company does not believe it will be impacted by the closure of SVB and will continue to monitor the situation as it evolves. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission, or SEC, include the accounts of the Company. |
Going Concern | Going Concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of our plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of our plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. In performing this analysis, we excluded certain elements of our operating plan that cannot be considered probable. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the financial statements are issued. Management intends on completing additional equity financing and reducing spending in fiscal 2023 and 2024. However, due to several factors, including those outside management’s control, there can be no assurance that the Company will be able to complete additional equity financings. If we are unable to complete additional financings, management’s plans include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully reduce expenses to align with our available cash is probable. Accordingly, we believe our plan will be sufficient to alleviate substantial doubt for a period of at least 12 months from the date of issuance of these consolidated financial statements.3 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
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 financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates in the 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. |
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, or ASC, Topic 606, Revenue from Contracts with Customers, or Topic 606. 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. In October, 2022, the Company entered into the Grant Agreement with the Bill & Melinda Gates Foundation under which it was awarded a grant totaling up to $1.2 million for its malaria program. The parties amended the agreement in December 2022 to extend the grant term. During the year ended December 31, 2022, the Company recognized The Company recorded no receivables under service and license agreements as of December 31, 2022 and 2021. The Company recorded $13,000 receivable under service agreement included in prepaid expenses and other current assets as December 31, 2020. The Company recorded 1.2 million contract liabilities as of December 31, 2022. The Company recorded zero and $0.8 million contract liabilities included in other current liabilities, as of December 31, 2021 and 2020, respectively. |
Collaborations | Collaborations Historically, the Company has entered into a number of discovery collaborations as the Company developed its 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., or 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, Collaborative Arrangements (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 statements 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 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, or CARES Act, as amended by the further legislation, provides an employee retention credit, or 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 year ended December 31, 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 statements of operations. As of December 31, 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 balance sheet. In January 2023, the Company received the entire balance of ERC of |
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 December 31, 2022 and 2021, respectively. These amounts as of December 31, 2022 and 2021 are included in deposits and other in the accompanying 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 balance sheets that sum to the total of the same amounts shown in the statements of cash flows were as follows (in thousands): December 31, December 31, 2022 2021 Cash and cash equivalents $ 30,819 $ 94,746 Restricted cash 1,115 1,458 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 31,934 $ 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. Refer to Recently Adopted Accounting Pronouncements Summary of Significant Accounting Policies 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 December 31, 2022 and 2021. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. 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 does not require collateral or other security for other receivables. |
Property and Equipment | Property and Equipment, Net Property and equipment are stated at cost less depreciation. Depreciation is computed using the straight-line method with the estimated useful lives of the assets ranging from two |
Accounting for Impairment of Long-Lived Assets | Accounting for Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of cash flows and available market data. Certain factors used for these types of nonrecurring fair value measurements are considered Level 3 inputs. In December 2022, the Company identified certain long-lived assets no longer utilized under current or expected future operations. Accordingly, the Company recognized impairment expense of |
Intellectual Property | Intellectual Property Intellectual property-related expenses for the years ended December 31, 2022 and 2021 were $1.1 million and $1.2 million, respectively. As of December 31, 2022, and 2021, the Company has determined that these expenses have not met the criteria to be capitalized. |
Deferred Rent | Deferred Rent The Company has entered into lease agreements for its laboratory and office facilities. These leases qualify as and are accounted for as operating leases. Rent expense is recognized on a straight-line basis over the term of the lease and, accordingly, the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. |
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,” or EGC, as defined in the Jumpstart Our Business Startups Act, or 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 financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board, or 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. |
Income Taxes | Income Taxes The Company applies the provisions set forth in FASB ASC Topic 740, Income Taxes, to account for the uncertainty in income taxes. In the preparation of income tax returns in federal, foreign and state jurisdictions, the Company asserts certain income tax positions based on its understanding and interpretation of income tax laws. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Company's financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions. The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. A valuation allowance is provided against the Company's deferred income tax assets when realization is not reasonably assured. |
Net Loss Per Share | Net Loss Per Share |
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, or 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 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 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 financial statements under Note 8 Leases. The Company adopted the transitional provisions allowed under ASU 2018-11 and as such, the balance sheets and statements of operations for prior periods are not comparable in the year of adoption of ASU 2016-02. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses Topic 326 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 balance sheets that sum to the total of the same amounts shown in the statements of cash flows were as follows (in thousands): December 31, December 31, 2022 2021 Cash and cash equivalents $ 30,819 $ 94,746 Restricted cash 1,115 1,458 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 31,934 $ 96,204 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments | |
Summary of financial assets and liabilities subject to fair value measurements on a recurring basis | The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures December 31, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds $ 29,658 $ — $ — $ 29,658 Certificates of deposit 483 — — 483 Corporate debt securities — 1,996 — 1,996 U.S. Treasury securities 37,197 — — 37,197 Total $ 67,338 $ 1,996 $ — $ 69,334 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Cost Gains Losses Value Equivalents Investment Investment Cash, cash equivalents and money market funds $ 30,819 $ — $ — $ 30,819 $ 30,819 $ — $ — Available-for-sale: U.S. Treasury securities 37,458 — (261) 37,197 — 37,197 — Corporate debt securities 1,999 — (3) 1,996 — 1,996 — Certificates of deposit 485 — (2) 483 — 483 — Total $ 70,761 $ — $ (266) $ 70,495 $ 30,819 $ 39,676 $ — 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) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, 2022 2021 Vendor prepayments and deposits $ 2,010 $ 2,681 Prepaid insurance 1,026 1,531 Prepaid facility maintenance fee 336 807 Other receivables 3,985 — Interest receivables and other current assets 174 318 Total prepaid expenses and other current assets $ 7,531 $ 5,337 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, net | |
Summary of property and equipment | Property and equipment consists of the following (in thousands): December 31, December 31, 2022 2021 Laboratory equipment $ 13,191 $ 13,128 Furniture and fixtures 1,929 1,897 Computer hardware and software 1,518 1,433 Leasehold improvements 37,908 37,871 Construction in process 178 — 54,724 54,329 Less accumulated depreciation and amortization (16,752) (11,314) Total property and equipment, net $ 37,972 $ 43,015 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses | |
Summary of accrued expenses | Accrued expenses consist of the following (in thousands): December 31, December 31, 2022 2021 Compensation and related benefits $ 3,789 $ 4,866 License fees 3,000 — Contract research fees 2,201 5,521 Professional fees 128 189 Cease use — 475 Other 563 504 Total accrued expenses $ 9,681 $ 11,555 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of future lease payments | The Company's future lease payments as of December 31, 2022, which are presented as current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company's balance sheets (in thousands, except weighted-average data) are as follows: Operating Leases Periods 2023 $ 7,635 2024 7,846 2025 8,064 2026 8,288 2027 8,519 Thereafter 48,771 Total lease payments $ 89,123 Less: imputed interest (25,248) Present value of lease liabilities $ 63,875 Lease liabilities, current 3,544 Lease liabilities, noncurrent 60,331 Total lease liabilities $ 63,875 Weighted-average remaining lease term (in years) 10.4 Weighted-average discount rate 6.64% |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option activity | 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, 2020 4,812,223 $ 13.33 8.2 $ 21,493 Granted 3,192,470 8.99 Exercised (47,061) 5.81 Cancelled (794,956) 15.06 Balances, December 31, 2021 7,162,676 $ 11.25 8.2 $ 21 Granted 446,100 1.88 Exercised (16,666) 4.56 Cancelled (1,218,576) 7.87 Balances, December 31, 2022 6,373,534 $ 3.56 7.3 $ 2 Vested and expected to vest at December 31, 2022 6,373,534 $ 3.56 7.3 $ 2 Exercisable at December 31, 2022 4,178,167 $ 4.02 6.6 $ 2 Vested at December 31, 2022 4,178,167 $ 4.02 6.6 $ 2 |
Schedule of share-based payment arrangement, option, exercise price range | Options Outstanding Options Vested and Exercisable Weighted- Average Weighted- Remaining Weighted- Average Number of Contractual Average Shares Subject Exercise Stock Options Life Exercise Price to Stock Price per Exercise Prices Outstanding (Years) per Share Options Share Up to $1.83 254,603 9.3 $ 1.66 11,034 $ 0.80 $1.84-$1.89 3,295,250 7.1 $ 1.85 2,414,136 $ 1.85 $1.90-$3.22 1,270,054 9.0 $ 3.02 299,531 $ 3.11 $3.23-$5.40 990,414 5.2 $ 5.06 969,539 $ 5.09 $5.41-$22.07 563,213 7.3 $ 13.01 483,927 $ 13.35 6,373,534 7.3 $ 3.56 4,178,167 $ 4.02 |
Schedule of summarizes RSU activity | RSU activity for the years ended December 31, 2022 and 2021 is as follows: Weighted-Average Number Grant Date of Shares Fair Value per RSU Unvested Balances, December 31, 2020 — $ — RSUs Granted 884,820 6.15 RSUs Vested — — RSUs Cancelled (17,090) 6.15 Unvested Balances, December 31, 2021 867,730 $ 6.15 RSUs Vested (384,390) 6.15 RSUs Cancelled (152,900) 6.15 Unvested Balances, December 31, 2022 330,440 $ 6.15 |
Schedule of stock-based compensation expense | Year Ended December 31, 2022 2021 Research and development $ 7,910 $ 8,571 General and administrative 8,981 8,305 $ 16,891 $ 16,876 |
2019 Plan and 2010 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based payment award, stock options, valuation assumptions | Year Ended December 31, 2022 2021 Expected life (in years) 5.89 5.98 Volatility 86.0 % 90.3 % Risk-free interest rate 3.3 % 0.9 % |
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 | Year Ended December 31, 2022 2021 Expected life (in years) 0.5 - 2.0 0.5 - 2.0 Volatility 79.0 - 96.7 % 91.1 - 107.6 % Risk-free interest rate 0.6 - % 0.1 - % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Schedule of earnings per share, basic and diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, 2022 2021 Numerator: Net loss attributable to common stockholders for earnings per share, basic and diluted $ (97,157) $ (109,326) Denominator: Shares used to compute net loss per share, basic and diluted 38,593,894 37,038,195 Basic and diluted net loss attributable to common stockholders per share $ (2.52) $ (2.95) |
Schedule of antidilutive securities excluded from computation of earnings per share | Year Ended December 31, 2022 2021 Common stock options 6,373,534 7,162,676 Unvested restricted stock units 330,440 867,730 Common stock warrants — 49,997 6,703,974 8,080,403 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of effective income tax rate reconciliation | December 31, 2022 2021 Tax computed at federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit (0.7) % 2.3 % Other (4.4) % (1.8) % Change in valuation allowance (15.6) % (24.2) % Credits (0.3) % 2.7 % Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | Significant components of the Company's deferred income tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 69,296 $ 63,581 Tax credits 14,862 15,684 Lease liability 13,414 — Capitalized research and development expenses 11,175 — Intangibles 1,090 1,211 Fixed assets 410 — Other 4,172 7,528 Total deferred tax assets 114,419 88,004 Deferred tax liabilities: Fixed assets — 121 ROU assets 11,289 — Total deferred tax liabilities 11,289 121 Valuation allowance (103,130) (87,883) Total $ — $ — |
Schedule of unrecognized tax benefits roll forward | The following table summarizes the changes in the Company’s unrecognized tax benefits during the periods presented (in thousands): As of December 31, 2022 2021 Beginning of period $ 4,951 $ 3,378 Current period tax position increases 536 1,806 Prior period tax position changes (747) (233) End of period $ 4,740 $ 4,951 |
Business (Details)
Business (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Business | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Institution shares | Dec. 31, 2021 USD ($) Institution | Dec. 31, 2020 USD ($) | |
Other Income | |||
Expected service period | 18 months | ||
Contract liabilities | $ 1,200,000 | $ 0 | $ 800,000 |
Convertible Preferred Stock Warrants | |||
Warrants outstanding | shares | 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 | $ 13,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Collaboration and Service Arrangements (Details) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 Program | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research cost sharing provision payable | $ 12,000 | $ 12,000 | ||
Research cost sharing provision receivable | 25,000 | $ 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 | |||
Grant Agreement | Bill & Melinda Gates Foundation | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amount of grant awarded | $ 1,200,000 | |||
Income related to Grant Agreement | 20,000 | |||
Unused funds received recorded as deferred revenue | $ 1,200,000 |
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 | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | |||
Eligible refundable credit | $ 2.9 | ||
Employee retention credit amount received from Internal revenue service | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents and restricted cash reported within the condensed balance sheets | |||
Cash and cash equivalents | $ 30,819 | $ 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 statements of cash flows | $ 31,934 | $ 96,204 | $ 62,441 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | ||
Asset impairment | $ 449 | $ 0 |
Minimum | ||
Property and Equipment | ||
Estimated useful lives | 2 years | |
Maximum | ||
Property and Equipment | ||
Estimated useful lives | 5 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Intellectual Property (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | ||
Intellectual property-related expenses | $ 1.1 | $ 1.2 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 | 6,703,974 | 8,080,403 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in the diluted net loss per share calculation | 0 | 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Recent Accounting Pronouncements Not Yet Adopted (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 36,056 | |
Operating lease liabilities | $ 63,875 | |
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 | 12 Months Ended | |
Dec. 31, 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 | $ 69,334 | $ 143,580 |
Recurring basis | Money market funds | ||
Assets | ||
Total assets | 29,658 | 90,251 |
Recurring basis | Certificates of deposit | ||
Assets | ||
Total assets | 483 | 1,672 |
Recurring basis | Corporate debt securities | ||
Assets | ||
Total assets | 1,996 | 6,089 |
Recurring basis | U.S. Treasury securities | ||
Assets | ||
Total assets | 37,197 | 45,568 |
Recurring basis | Level 1 | ||
Assets | ||
Total assets | 67,338 | 137,491 |
Recurring basis | Level 1 | Money market funds | ||
Assets | ||
Total assets | 29,658 | 90,251 |
Recurring basis | Level 1 | Certificates of deposit | ||
Assets | ||
Total assets | 483 | 1,672 |
Recurring basis | Level 1 | U.S. Treasury securities | ||
Assets | ||
Total assets | 37,197 | 45,568 |
Recurring basis | Level 2 | ||
Assets | ||
Total assets | 1,996 | 6,089 |
Recurring basis | Level 2 | Corporate debt securities | ||
Assets | ||
Total assets | $ 1,996 | $ 6,089 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Fair value and Amortized cost (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | $ 30,819 | $ 94,746 |
Short-term Investment | 39,676 | 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 | 30,819 | 94,746 |
Available-for-sale: | ||
Amortized Cost | 30,819 | 94,746 |
Estimated Fair Value | 30,819 | 94,746 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short-term Investment | 37,197 | 15,014 |
Long-term Investment | 30,554 | |
Available-for-sale: | ||
Amortized Cost | 37,458 | 45,665 |
Gross Unrealized Losses | (261) | (97) |
Estimated Fair Value | 37,197 | 45,568 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short-term Investment | 1,996 | 6,089 |
Available-for-sale: | ||
Amortized Cost | 1,999 | 6,093 |
Gross Unrealized Losses | (3) | (4) |
Estimated Fair Value | 1,996 | 6,089 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short-term Investment | 483 | 1,184 |
Long-term Investment | 488 | |
Available-for-sale: | ||
Amortized Cost | 485 | 1,673 |
Gross Unrealized Losses | (2) | (1) |
Estimated Fair Value | 483 | 1,672 |
Total | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 30,819 | 94,746 |
Short-term Investment | 39,676 | 22,287 |
Long-term Investment | 31,042 | |
Available-for-sale: | ||
Amortized Cost | 70,761 | 148,177 |
Gross Unrealized Losses | (266) | (102) |
Estimated Fair Value | $ 70,495 | $ 148,075 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets. | ||
Vendor prepayments and deposits | $ 2,010 | $ 2,681 |
Prepaid insurance | 1,026 | 1,531 |
Prepaid facility maintenance fee | 336 | 807 |
Other receivables | 3,985 | |
Interest receivables and other current assets | 174 | 318 |
Total prepaid expenses and other current assets | $ 7,531 | $ 5,337 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | $ 54,724 | $ 54,329 |
Less accumulated depreciation and amortization | (16,752) | (11,314) |
Total property and equipment, net | 37,972 | 43,015 |
Depreciation and amortization expense | 5,500 | 4,500 |
Asset impairment | 449 | 0 |
Laboratory equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | 13,191 | 13,128 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | 1,929 | 1,897 |
Computer hardware and software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | 1,518 | 1,433 |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | 37,908 | $ 37,871 |
Construction-in-process | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property, plant and equipment, gross | $ 178 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Compensation and related benefits | $ 3,789 | $ 4,866 |
License fees | 3,000 | |
Contract research fees | 2,201 | 5,521 |
Professional fees | 128 | 189 |
Cease use | 475 | |
Other | 563 | 504 |
Total accrued expenses | $ 9,681 | $ 11,555 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Gain (loss) on termination of lease | $ 1.5 | ||
Lease expense | $ 5.9 | ||
Variable lease expense | 3.6 | ||
Rent expenses | $ 13.2 | ||
Cash paid for operating lease liabilities | $ 7.5 |
Leases - Future lease payments
Leases - Future lease payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 7,635 |
2024 | 7,846 |
2025 | 8,064 |
2026 | 8,288 |
2027 | 8,519 |
Thereafter | 48,771 |
Total lease payments | 89,123 |
Less: imputed interest | (25,248) |
Present value of lease liabilities | 63,875 |
Lease liabilities, current | 3,544 |
Lease liabilities, noncurrent | $ 60,331 |
Weighted-average remaining lease term (in years) | 10 years 4 months 24 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 | Dec. 31, 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 | 12 Months Ended | ||
Jun. 02, 2019 Vote $ / shares shares | Aug. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / 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 | $ 4,385 | ||
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 Plans - Stock
Equity Incentive Plans - Stock Option Repricing (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense, vested | $ 16,891 | $ 16,876 | ||
2019 Plan and 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 | 6,373,534 | 7,162,676 | 4,812,223 |
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 | $ 1,900 | |||
Stock-based compensation expense, unvested | $ 600 | |||
Remaining weighted-average vesting period | 1 year |
Equity Incentive Plans - Stoc_2
Equity Incentive Plans - Stock option (Details) - 2019 Plan and 2010 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Balance at beginning of period (in shares) | 7,162,676 | 4,812,223 | |
Granted (in shares) | 446,100 | 3,192,470 | |
Exercised (in shares) | (16,666) | (47,061) | |
Cancelled (in shares) | (1,218,576) | (794,956) | |
Balance at end of period (in shares) | 6,373,534 | 7,162,676 | 4,812,223 |
Vested and expected to vest at end of period (in shares) | 6,373,534 | ||
Exercisable at end of period (in shares) | 4,178,167 | ||
Vested at end of period (in shares) | 4,178,167 | ||
Weighted-Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 11.25 | $ 13.33 | |
Granted (in dollars per share) | 1.88 | 8.99 | |
Exercised (in dollars per share) | 4.56 | 5.81 | |
Cancelled (in dollars per share) | 7.87 | 15.06 | |
Balance at end of period (in dollars per share) | 3.56 | $ 11.25 | $ 13.33 |
Vested and expected to vest at end of period (in dollars per share) | 3.56 | ||
Exercisable at end of period (in dollars per share) | 4.02 | ||
Vested at end of period (in dollars per share) | $ 4.02 | ||
Weighted-Average Remaining Contractual Life | |||
Weighted-average remaining contractual life of options (years) | 7 years 3 months 18 days | 8 years 2 months 12 days | 8 years 2 months 12 days |
Vested and expected to vest at end of period (in years) | 7 years 3 months 18 days | ||
Exercisable at end of period (in years) | 6 years 7 months 6 days | ||
Vested at end of period (in years) | 6 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Aggregate intrinsic value of options | $ 2 | $ 21 | $ 21,493 |
Vested and expected to vest at end of period | 2 | ||
Exercisable at end of period | 2 | ||
Vested at end of period | $ 2 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional information regarding stock option (Details) - 2019 Plan and 2010 Plan - $ / shares | 12 Months Ended | |||
Jun. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, lower range limit | $ 9.87 | |||
Exercise price, upper range limit | $ 22.10 | |||
Number of Shares | ||||
Number of Stock options outstanding | 3,606,163 | 6,373,534 | 7,162,676 | 4,812,223 |
Shares subject to stock options | 4,178,167 | |||
Weighted-Average Exercise Price | ||||
Options Outstanding, weighted-Average Exercise Price per share | $ 3.56 | $ 11.25 | $ 13.33 | |
Options Vested and Exercisable, weighted-average exercise Price per share | $ 4.02 | |||
Weighted-Average Remaining Contractual Life | ||||
Weighted-Average Remaining Contractual Life of options outstanding | 7 years 3 months 18 days | 8 years 2 months 12 days | 8 years 2 months 12 days | |
Up to $1.83 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, upper range limit | $ 1.83 | |||
Number of Shares | ||||
Number of Stock options outstanding | 254,603 | |||
Shares subject to stock options | 11,034 | |||
Weighted-Average Exercise Price | ||||
Options Outstanding, weighted-Average Exercise Price per share | $ 1.66 | |||
Options Vested and Exercisable, weighted-average exercise Price per share | $ 0.80 | |||
Weighted-Average Remaining Contractual Life | ||||
Weighted-Average Remaining Contractual Life of options outstanding | 9 years 3 months 18 days | |||
$1.84-$1.89 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, lower range limit | $ 1.84 | |||
Exercise price, upper range limit | $ 1.89 | |||
Number of Shares | ||||
Number of Stock options outstanding | 3,295,250 | |||
Shares subject to stock options | 2,414,136 | |||
Weighted-Average Exercise Price | ||||
Options Outstanding, weighted-Average Exercise Price per share | $ 1.85 | |||
Options Vested and Exercisable, weighted-average exercise Price per share | $ 1.85 | |||
Weighted-Average Remaining Contractual Life | ||||
Weighted-Average Remaining Contractual Life of options outstanding | 7 years 1 month 6 days | |||
$1.90-$3.22 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, lower range limit | $ 1.90 | |||
Exercise price, upper range limit | $ 3.22 | |||
Number of Shares | ||||
Number of Stock options outstanding | 1,270,054 | |||
Shares subject to stock options | 299,531 | |||
Weighted-Average Exercise Price | ||||
Options Outstanding, weighted-Average Exercise Price per share | $ 3.02 | |||
Options Vested and Exercisable, weighted-average exercise Price per share | $ 3.11 | |||
Weighted-Average Remaining Contractual Life | ||||
Weighted-Average Remaining Contractual Life of options outstanding | 9 years | |||
$3.23-$5.40 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, lower range limit | $ 3.23 | |||
Exercise price, upper range limit | $ 5.40 | |||
Number of Shares | ||||
Number of Stock options outstanding | 990,414 | |||
Shares subject to stock options | 969,539 | |||
Weighted-Average Exercise Price | ||||
Options Outstanding, weighted-Average Exercise Price per share | $ 5.06 | |||
Options Vested and Exercisable, weighted-average exercise Price per share | $ 5.09 | |||
Weighted-Average Remaining Contractual Life | ||||
Weighted-Average Remaining Contractual Life of options outstanding | 5 years 2 months 12 days | |||
$5.41-$22.07 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, lower range limit | $ 5.41 | |||
Exercise price, upper range limit | $ 22.07 | |||
Number of Shares | ||||
Number of Stock options outstanding | 563,213 | |||
Shares subject to stock options | 483,927 | |||
Weighted-Average Exercise Price | ||||
Options Outstanding, weighted-Average Exercise Price per share | $ 13.01 | |||
Options Vested and Exercisable, weighted-average exercise Price per share | $ 13.35 | |||
Weighted-Average Remaining Contractual Life | ||||
Weighted-Average Remaining Contractual Life of options outstanding | 7 years 3 months 18 days |
Equity Incentive Plans - Weight
Equity Incentive Plans - Weighted-average grant date fair value (Details) - 2019 Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value (in dollars per share) | $ 1.26 | $ 6.66 |
Intrinsic value of options exercised | $ 8,000 | $ 519,000 |
Expected dividend | 0% | 0% |
Equity Incentive Plans - Weig_2
Equity Incentive Plans - Weighted average assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2019 Plan and 2010 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected life (in years) | 5 years 10 months 20 days | 5 years 11 months 23 days |
Volatility | 86% | 90.30% |
Risk-free interest rate | 3.30% | 0.90% |
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 |
Volatility | 79% | 91.10% |
Risk-free interest rate | 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 |
Volatility | 96.70% | 107.60% |
Risk-free interest rate | 3.50% | 0.20% |
Equity Incentive Plans - Restri
Equity Incentive Plans - Restricted Stock Units (Details) - Unvested restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Unvested balance, at beginning of period (in shares) | 867,730 | |
RSUs Granted (in shares) | 884,820 | |
RSUs Vested (in shares) | (384,390) | |
RSUs Cancelled (in shares) | (152,900) | (17,090) |
Unvested balance, at end of period (in shares) | 330,440 | 867,730 |
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) | $ 6.15 | |
RSUs Granted (in dollars per share) | $ 6.15 | |
RSUs Vested (in dollars per share) | 6.15 | |
RSUs Cancelled (in dollars per share) | 6.15 | 6.15 |
Weighted-Average Grant Date Fair Value per RSU Unvested balance, at end of period (in dollars per share) | $ 6.15 | $ 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 Plans - 2019 E
Equity Incentive Plans - 2019 Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 16,891 | $ 16,876 |
Class A common stock | 2019 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 800 | $ 800 |
Expected dividend | 0% | 0% |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 16,891 | $ 16,876 |
Income tax benefits for stock-based compensation | 0 | 0 |
Stock-based compensation costs capitalized | 0 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 7,910 | 8,571 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 8,981 | $ 8,305 |
Equity Incentive Plans - Unreco
Equity Incentive Plans - Unrecognized compensation (Details) - 2019 Plan $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Common stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 12.2 |
Remaining weighted-average requisite service period | 1 year 9 months 18 days |
Unvested restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1.3 |
Remaining weighted-average requisite service period | 8 months 12 days |
Equity Incentive Plans - Conver
Equity Incentive Plans - Convertible Preferred Stock Warrant (Details) - shares | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of outstanding warrants expired | 49,997 | ||
Warrants outstanding | 0 | ||
Convertible preferred stock warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion of convertible preferred stock (in shares) | 49,997 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 | $ 600,000 | $ 600,000 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders for earnings per share, basic and diluted | $ (97,157) | $ (109,326) |
Denominator: | ||
Shares used to compute net loss per share, basic | 38,593,894 | 37,038,195 |
Shares used to compute net loss per share, diluted | 38,593,894 | 37,038,195 |
Basic net loss attributable to common stockholders per share | $ (2.52) | $ (2.95) |
Diluted net loss attributable to common stockholders per share | $ (2.52) | $ (2.95) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 | 6,703,974 | 8,080,403 |
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 | 6,373,534 | 7,162,676 |
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 | 330,440 | 867,730 |
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 27, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Period of operating loss carryback | 5 years | |||
Percentage of taxable income limitation of net operating loss carryforwards | 80% | |||
Amount of increase in deferred tax assets | $ 11,200 | |||
Unrecognized tax benefits | 4,740 | $ 4,951 | $ 3,378 | |
Interest or penalties | 0 | 0 | ||
Net increase in valuation allowance | $ 15,200 | 26,500 | ||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Percentage of taxable income limitation of net operating loss carryforwards | 80% | |||
Operating loss carryforwards | $ 46,500 | |||
Operating loss carryforwards, not subject to expiration | 276,100 | |||
Tax credit carryforward | 13,100 | 13,200 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 13,100 | |||
Tax credit carryforward | $ 8,900 | $ 9,700 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the federal statutory income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the federal statutory income tax rate | ||
Tax computed at federal statutory rate | 21% | 21% |
State income taxes, net of federal benefit | (0.70%) | 2.30% |
Other | (4.40%) | (1.80%) |
Change in valuation allowance | (15.60%) | (24.20%) |
Credits | (0.30%) | 2.70% |
Effective income tax rate | 0% | 0% |
Income Taxes - Deferred income
Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | ||
Net operating loss carryforward | $ 69,296 | $ 63,581 |
Tax credits | 14,862 | 15,684 |
Lease Liability | 13,414 | |
Capitalized research and development expenses | 11,175 | |
Intangibles | 1,090 | 1,211 |
Fixed assets | 410 | |
Other | 4,172 | 7,528 |
Total deferred tax assets | 114,419 | 88,004 |
Fixed assets | 121 | |
ROU assets | 11,289 | |
Total deferred tax liabilities | 11,289 | 121 |
Valuation allowance | (103,130) | (87,883) |
Unrecognized Tax Benefits | ||
Unrecognized benefit - beginning of period | 4,951 | 3,378 |
Current period tax position increases | 536 | 1,806 |
Prior period tax position changes | (747) | (233) |
Unrecognized benefit - end of period | $ 4,740 | $ 4,951 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 74,000 | $ 74,000 |
Research and development expense | 250,000 | 250,000 |
Other income | 20,000 | 1,000 |
Receivable from stockholders | 0 | 0 |
Intellectual property related legal fees | ||
Related Party Transaction [Line Items] | ||
Expense | 1,100,000 | 1,300,000 |
Due to related party | 172,000 | 203,000 |
Other legal fees | ||
Related Party Transaction [Line Items] | ||
Expense | 1,000,000 | 700,000 |
Due to related party | $ 33,000 | $ 86,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands, shares in Millions | Mar. 10, 2023 | Feb. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Cash and Cash Equivalents | $ 30,819 | $ 94,746 | ||
Subsequent event | Maximum | Silicon Valley Bank | ||||
Subsequent Event [Line Items] | ||||
Cash and Cash Equivalents | $ 5,000 | |||
Subsequent event | Class A common stock | Inducement Plan 2023 | ||||
Subsequent Event [Line Items] | ||||
Shares available for issuance | 1 |