Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 25, 2023 | Jun. 30, 2022 | |
Document Document And Entity Information [Abstract] | |||
Entity Registrant Name | ATEA PHARMACEUTICALS, INC. | ||
Trading Symbol | AVIR | ||
Entity Central Index Key | 0001593899 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 83,341,574 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Tax Identification Number | 46-0574869 | ||
Entity File Number | 001-39661 | ||
Entity Address, Address Line One | 225 Franklin Street | ||
Entity Address, Address Line Two | Suite 2100 | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02110 | ||
City Area Code | 857 | ||
Local Phone Number | 284-8891 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 537,283,731 | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 188,460 | $ 764,375 |
Marketable securities | 458,249 | |
Prepaid expenses and other current assets | 14,213 | 8,028 |
Total current assets | 660,922 | 772,403 |
Property and equipment, net | 1,705 | 23 |
Restricted cash | 198 | 305 |
Other assets | 1,494 | |
Operating lease right-of-use assets, net | 2,389 | 161 |
Total assets | 666,708 | 772,892 |
Current liabilities | ||
Accounts payable | 2,551 | 4,534 |
Accrued expenses and other current liabilities | 15,206 | 52,152 |
Current portion of operating lease liabilities | 721 | 197 |
Total current liabilities | 18,478 | 56,883 |
Operating lease liabilities | 2,403 | |
Income taxes payable | 5,255 | 5,932 |
Total liabilities | 26,136 | 62,815 |
Commitments and contingencies (see Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021 | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 83,287,639 and 83,102,730 shares issued and outstanding as of December 31, 2022 and 2021 | 83 | 83 |
Additional paid-in capital | 701,052 | 653,964 |
Accumulated other comprehensive loss | (684) | |
Retained earnings (accumulated deficit) | (59,879) | 56,030 |
Total stockholders’ equity | 640,572 | 710,077 |
Total liabilities and stockholders’ equity | $ 666,708 | $ 772,892 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 83,287,639 | 83,102,730 |
Common stock, shares outstanding | 83,287,639 | 83,102,730 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 351,367 | $ 48,633 | |
Operating expenses | |||
Research and development expense | $ 81,936 | 167,205 | 38,023 |
General and administrative | 48,714 | 45,785 | 21,640 |
Total operating expenses | 130,650 | 212,990 | 59,663 |
Income (loss) from operations | (130,650) | 138,377 | (11,030) |
Interest income and other, net | 11,151 | 213 | 83 |
Income (loss) before income taxes | (119,499) | 138,590 | (10,947) |
Income tax benefit (expense) | 3,590 | (17,400) | |
Net income (loss) | (115,909) | 121,190 | (10,947) |
Other comprehensive income (loss) | |||
Unrealized loss on available-for-sale investments | (684) | ||
Comprehensive income (loss) | $ (116,593) | $ 121,190 | $ (10,947) |
Net income (loss) per share attributable to common stockholders | |||
Basic | $ (1.39) | $ 1.46 | $ (0.51) |
Diluted | $ (1.39) | $ 1.37 | $ (0.51) |
Weighted-average number of common shares used in computing net income (loss) per share attributable to common stockholders | |||
Basic | 83,245,385 | 82,820,037 | 21,592,441 |
Diluted | 83,245,385 | 88,249,243 | 21,592,441 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D-1 Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accummulated OCI | Retained Earnings (Accumulated Deficit) |
Balance at Dec. 31, 2019 | $ (49,571) | $ 10 | $ 4,632 | $ (54,213) | ||||
Balance, shares at Dec. 31, 2019 | 33,645,447 | |||||||
Balance at Dec. 31, 2019 | $ 69,114 | |||||||
Balance, shares at Dec. 31, 2019 | 10,091,100 | |||||||
Issuance of convertible preferred stock, net of issuance costs | $ 106,631 | $ 107,485 | ||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 15,313,382 | 8,973,261 | ||||||
Issuance of common stock for exercise of stock options | 27 | 27 | ||||||
Issuance of common stock for exercise of stock options, shares | 18,747 | |||||||
Stock-based compensation in connection with vesting of restricted stock | 657 | 657 | ||||||
Stock-based compensation in connection with vesting of restricted stock, shares | 20,000 | |||||||
Initial public offering, net of issuance costs of $3,245 | 317,605 | $ 14 | 317,591 | |||||
Initial public offering, net of issuance costs of $3,245, shares | 14,375,000 | |||||||
Conversion of preferred stock into common stock | 283,230 | $ 58 | 283,172 | |||||
Conversion of preferred stock into common stock, shares | (57,932,090) | |||||||
Conversion of preferred stock into common stock | 283,230 | $ (283,230) | ||||||
Conversion of preferred stock into common stock, shares | 57,932,090 | |||||||
Stock-based compensation expense | 6,800 | 6,800 | ||||||
Net income (loss) | (10,947) | (10,947) | ||||||
Balance at Dec. 31, 2020 | 547,801 | $ 82 | 612,879 | (65,160) | ||||
Balance, shares at Dec. 31, 2020 | 82,436,937 | |||||||
Issuance of common stock for exercise of stock options | 1,465 | $ 1 | 1,464 | |||||
Issuance of common stock for exercise of stock options, shares | 665,793 | |||||||
Stock-based compensation expense | 39,621 | 39,621 | ||||||
Net income (loss) | 121,190 | 121,190 | ||||||
Balance at Dec. 31, 2021 | 710,077 | $ 83 | 653,964 | 56,030 | ||||
Balance, shares at Dec. 31, 2021 | 83,102,730 | |||||||
Issuance of common stock for exercise of stock options | $ 230 | 230 | ||||||
Issuance of common stock for exercise of stock options, shares | 155,873 | 155,873 | ||||||
Issuance of common stock under ESPP | $ 140 | 140 | ||||||
Issuance of common stock under ESPP, shares | 29,036 | |||||||
Stock-based compensation expense | 46,718 | 46,718 | ||||||
Other comprehensive loss | (684) | $ (684) | ||||||
Net income (loss) | (115,909) | (115,909) | ||||||
Balance at Dec. 31, 2022 | $ 640,572 | $ 83 | $ 701,052 | $ (684) | $ (59,879) | |||
Balance, shares at Dec. 31, 2022 | 83,287,639 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Initial Public Offering | |
Stock issuance costs | $ 3,245 |
Series D Convertible Preferred Stock | |
Stock issuance costs | 869 |
Series D-1 Convertible Preferred Stock | |
Stock issuance costs | $ 15 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income (loss) | $ (115,909) | $ 121,190 | $ (10,947) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||
Stock-based compensation expense | 46,718 | 39,621 | 7,457 |
Depreciation and amortization expense | 260 | 29 | 19 |
Accretion of premium and discounts on marketable securities | (5,465) | ||
Changes in operating assets and liabilities | |||
Unbilled accounts receivable | (5,815) | ||
Prepaid expenses and other current assets | (6,251) | (483) | (7,296) |
Other assets | (1,494) | (161) | |
Accounts payable | (1,983) | 10,289 | (488) |
Accrued expenses and other liabilities | (37,623) | 43,877 | 12,437 |
Deferred revenue | (301,367) | 301,367 | |
Operating lease liabilities | 765 | ||
Net cash provided by (used in) operating activities | (120,982) | (87,005) | 296,734 |
Cash flows from investing activities | |||
Additions to property and equipment | (1,943) | (4) | (26) |
Purchases of marketable securities | (545,352) | ||
Sales and maturities of marketable securities | 91,885 | ||
Net cash used in investing activities | (455,410) | (4) | (26) |
Cash flows from financing activities | |||
Net proceeds from issuance of convertible preferred stock | 214,116 | ||
Proceeds from issuance of common stock for exercise of stock options | 230 | 1,465 | 27 |
Proceeds from issuance of common stock under ESPP | 140 | ||
Net proceeds from initial public offering of common stock | 317,605 | ||
Net cash provided by financing activities | 370 | 1,465 | 531,748 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (576,022) | (85,544) | 828,456 |
Cash, cash equivalents and restricted cash at the beginning of period | 764,680 | 850,224 | 21,768 |
Cash, cash equivalents and restricted cash at the end of period | 188,658 | 764,680 | 850,224 |
Cash, cash equivalents and restricted cash at the end of period | |||
Cash and cash equivalents | 188,460 | 764,375 | 850,117 |
Restricted cash | 198 | 305 | 107 |
Cash, cash equivalents and restricted cash at the end of period | 188,658 | $ 764,680 | 850,224 |
Supplemental disclosure of non-cash financing activities | |||
Conversion of preferred stock to common stock upon closing of initial public offering | $ 283,230 | ||
Right of use assets obtained in exchange for operating lease liabilities | $ 2,938 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Atea Pharmaceuticals, Inc., together with its subsidiary Atea Pharmaceuticals Securities Corporation, is referred to on a consolidated basis as the “Company”. The Company is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing antiviral therapeutics to improve the lives of patients suffering from life-threatening viral infections. In October 2020, the Company entered into a license agreement, (“Roche License Agreement”) with F. Hoffmann-La Roche Ltd and Genentech, Inc. (collectively “Roche”), granting Roche an exclusive license to develop and commercialize certain of the Company’s compounds including its lead product candidate bemnifosbuvir outside of the United States. As part of the consideration, Roche agreed to pay the Company an upfront payment of $ 350,000 (“Roche Upfront Payment”), which was received in November 2020. In 2021, the Company also received $ 50,000 pursuant to a milestone under the Roche License Agreement. On November 12, 2021, Roche provided the Company a notice of termination of the Roche License Agreement. Under the terms of the Roche License Agreement, the termination was effective in February 2022. Upon termination, the rights and licenses granted by the Company to Roche under the Roche License Agreement were returned to the Company, and the Company has full rights to continue the clinical development and future commercialization of bemnifosbuvir worldwide. On November 3, 2020, the Company completed an initial public offering of its common stock (“IPO”). In connection with the IPO, the Company issued 14,375,000 shares of its common stock at $ 24.00 per share for net proceeds of $ 317,605 after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon closing of the IPO, all outstanding shares of the Company’s convertible preferred stock converted into 57,932,090 shares of common stock. The Company is subject to risks and uncertainties common to clinical-stage biopharmaceutical companies. These risks include, but are not limited to, potential failure of preclinical and clinical studies, uncertainties associated with research and development activities generally, competition from technical innovations of others, dependence upon key personnel, compliance with governmental regulations, the need to obtain marketing approval for any product candidate that the Company may develop, the need to gain broad acceptance among patients, payers and health care providers to successfully commercialize any product for which marketing approval is obtained and the need to secure and maintain adequate intellectual property protection for the Company’s proprietary technology and products. Further, the Company is currently dependent on third-party service providers for much of its preclinical research, clinical development and manufacturing activities. Product candidates currently under development will require significant amounts of additional capital, and additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. Even if the Company is able to generate revenues from the sale of its product candidates, if approved, it may not become profitable. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and be forced to reduce its operations. The Company may seek additional capital through one or more of a combination of financing through the sale of additional equity securities, debt financing, or funding in connection with any new collaborative relationships it may enter into or other arrangements. There can be no assurance that the Company will be able to obtain such additional funding, on terms acceptable to the Company, on a timely basis or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s existing stockholders. The Company believes that its cash and cash equivalents and marketable securities of $ 646,709 as of December 31, 2022 will be sufficient to fund its operations as currently planned through at least twelve months from the issuance of this Annual Report on Form 10-K. In November 2021, the Company entered into an open market sales agreement (“Sales Agreement”) with Jeffries LLC (“Jeffries”), under which the Company may from time to time offer and sell shares of its common stock for an aggregate offering price of up to $ 200.0 million, through or to Jeffries, acting as sales agent or principal. The shares will be offered and sold under the Company’s shelf registration statement on Form S-3 and a related prospectus filed with the Securities and Exchange Commission (“SEC”) on November 24, 2021, as amended. The Company has agreed to pay Jeffries a commission of 3.0 % of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Jeffries with customary indemnification and contribution rights. As of December 31, 2022, no shares have been issued under the Sales Agreement. The Company is also subject to risks associated with the COVID-19 global pandemic, including actual and potential delays associated with certain of its ongoing and anticipated trials, and potential negative impacts on the Company’s business operations and its ability to raise additional capital to finance its operations. Geopolitical events, including civil or political unrest (such as the ongoing war between Ukraine and Russia), have resulted in a significant disruption of global business and financial markets. In addition, recent or future market volatility, increased inflation and higher interest rates, if sustained, may increase our cost of financing and may restrict our access to potential sources of future liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in these accompanying notes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors and assumptions that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, which include but are not limited to estimates of accrued research and development expenses, valuation of marketable securities, the valuation of stock-based awards, valuation of operating lease right-of-use assets and lease liabilities and income taxes. Changes in estimates are recorded in the period in which they become known. Principles of Consolidation The consolidated financial statements include the accounts of Atea Pharmaceuticals, Inc. and its wholly- owned subsidiary, Atea Pharmaceuticals Securities Corporation. All intercompany amounts have been eliminated in consolidation. Reclassification Certain items in the prior year’s financial statements have been reclassified to conform to the current presentation. Revenue Recognition Through December 31, 2021, all of the Company’s revenue was collaboration revenue generated from the Roche License Agreement. Until receipt in November 2021 of the notice from Roche that Roche was terminating the Roche License Agreement effective February 2022, the Company recognized collaboration revenue over the expected performance period based on its measure of progress towards the completion of certain activities referred to as its Combined Performance Obligation. The Company concluded that the notice of termination represents a contract modification for accounting purposes. The Company further concluded that upon receipt of the notice of termination, the Combined Performance Obligation has been completely satisfied. As a result, the Company recognized all remaining deferred revenue as collaboration revenue within the consolidated statements of operations and comprehensive income for the year ended December 31, 2021 (see Note 3, Collaboration Revenue, for a detailed discussion). The Company analyzes its collaboration arrangements to assess whether they are within the scope of Accounting Standards Codification ASC Topic 808, Collaborative Arrangements (“ ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes its allocation of the shared costs incurred with respect to the jointly conducted activities pursuant to ASC 730, Research and Development . As such, the Company will expense costs as incurred, including any reimbursements made, and recognize reimbursements received as a reduction of research and development expense. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, it performs the following steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. ASC 606 requires significant judgment and estimates and results in changes to, but not limited to: (i) the determination of the transaction price, including estimates of variable consideration, (ii) the allocation of the transaction price, including the determination of estimated selling price, and (iii) the pattern of recognition, including the application of proportional performance as a measure of progress on service-related promises and application of point-in-time recognition for supply-related promises. The transaction price is generally comprised of an upfront payment due at contract inception and variable consideration in the form of payments for the Company’s services and materials and milestone payments due upon the achievement of specified events. Other payments the Company could be entitled to include tiered royalties earned when customers recognize net sales of licensed products. The Company considers the existence of any significant financing component within its arrangements and has determined that a significant financing component does not exist in its arrangements as substantive business purposes exist to support the payment structure other than to provide a significant benefit of financing. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to arrangements that include payments for a development or regulatory milestone payment, the Company evaluates whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the Company’s control or the customer’s, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception. The Company generally allocates the transaction price to each performance obligation based on a relative standalone selling price basis. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation in consideration of applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated research and development costs. However, in certain instances, the Company allocates variable consideration entirely to one or more performance obligation if the terms of the variable consideration relate to the satisfaction of the respective performance obligation and the amount allocated is consistent with the amount the Company would expect to receive for the satisfaction of the respective performance obligation. The Company recognizes revenue based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company generally uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. With respect to arrangements containing a license to its intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. Contract costs The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. The Company has elected the practical expedient in ASC 340, Other Assets and Deferred Costs , wherein it recognizes the incremental costs of obtaining a contract as an expense when incurred if, at inception, the expected amortization period of the asset that the Company otherwise would have recognized is one year or less. In connection with the Roche License Agreement, the Company incurred an incremental cost of $ 7,000 , which was included in general and administrative costs in the accompanying statement of operations and comprehensive income(loss) for the year ended December 31, 2020. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity, or a remaining maturity at the time of purchase, of three months or less to be cash equivalents. The Company’s cash equivalents include money market funds and commercial paper, which are highly liquid and have strong credit ratings. These investments are subject to minimal credit and market risks. Cash and cash equivalents are stated at cost, which approximates market value. Marketable Securities The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. Marketable securities consist of investments with maturities greater than three months. Investments not classified as cash equivalents with maturities of less than twelve months are classified as current assets on the consolidated balance sheet. Investments with maturities greater than twelve months for which the Company has the intent and ability to hold the investment for greater than twelve months are classified as non-current on the consolidated balance sheet. Marketable securities include U.S. treasury obligations, U.S. agency obligations, corporate debt, commercial paper and asset-backed securities. The Company classifies all of its marketable securities as available-for-sale. Accordingly, these investments are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive income within stockholders’ equity. Interest, dividends and amortization and accretion of discounts and premiums are recorded as interest income and other, net. The Company periodically reviews its marketable securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary. Declines in fair value judged to be other than temporary on marketable securities, if any, are included in interest income and other, net. Concentrations of Credit Risk and Significant Suppliers Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company does not believe that it is subject to any significant concentrations of credit risk from these financial instruments. The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC 820, Fair Value Measurement, establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the assets and liabilities. The carrying amounts of accounts. payable, accrued and prepaid expenses and other current assets approximate their fair value due to short-term maturities. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the asset. The Company estimates the useful life of its assets as follows: Asset Estimated useful life Laboratory equipment Five years Office furniture and fixtures Five years Computer hardware Two years Leasehold improvements Shorter of useful life or remaining lease term Maintenance and repairs that do not improve or extend the life of the respective asset are expensed to operations as incurred. Upon disposal of an asset, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations. Other Assets Other assets consist of a vendor deposit of $ 1,494 related to research and development activities. Impairment of Long-lived Assets The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book value of the assets to the estimated undiscounted future net cash flows that the asset is expected to generate. If the estimated undiscounted future net cash flows are less than the book value, the asset is impaired, and the impairment loss to be recognized in income is measured as the amount by which the book value of the asset exceeds its fair value, which is measured based on the estimated discounted future net cash flows that the asset is expected to generate. No impairment losses were recorded during the years ended December 31, 2022, 2021 and 2020. Leases The Company accounts for leases in accordance with ASC Topic 842, Lease Accounting . At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist principally of costs associated with outsourced research and development activities, including preclinical and clinical development, manufacturing and research conducted by contract research organizations and academic institutions, employee compensation, including stock-based compensation and consulting expenses together with related expenses, professional fees and facility and overhead costs. Facility and overhead costs primarily include the allocation of rent, utility and office-related expenses attributable to research and development personnel. In circumstances where amounts have been paid in advance or in excess of costs incurred, the Company records a prepaid expense, which is expensed as services are performed or goods are delivered. The Company has entered into various research and development contracts with third parties. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase of completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Patent Costs Costs to secure and maintain the Company’s patents are expensed as incurred and are classified as general and administrative expenses in the Company’s consolidated statements of operations. Stock-based Compensation Stock-based compensation expense is classified in the consolidated statement of operations and comprehensive income (loss) in the same manner in which the award recipient’s payroll costs or service payments are classified. Stock-based awards granted to employees and non-employees are measured based on the estimated fair value of the awards using the Black-Scholes option pricing model (“Black-Scholes”). Stock-based compensation expense with respect to awards with service conditions is recognized using the straight-line method over the service period. Stock-based compensation with respect to awards with performance conditions is recognized when satisfaction of the performance conditions is probable. Stock-based compensation is based on awards ultimately expected to vest and, as such, it is reduced by forfeitures. The Company accounts for forfeitures as they occur. Black-Scholes requires the use of subjective assumptions which determine the fair value of stock-based awards. These assumptions include: Fair value of common stock Prior to the IPO, because there was no public market for the Company’s common stock, the fair value of the Company’s common stock underlying stock-based awards was estimated on each grant date by the board of directors. The Company developed an estimate on each grant date of the fair value of its common stock based on valuations from an independent third-party valuation firm using information known to the Company on the date of grant and a review of any recent events and their potential impact on the estimated fair value per share of the common stock. The third-party valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. The assumptions used to determine the estimated fair value of the Company’s common stock were based on numerous objective and subjective factors, combined with management judgment, including: • external market conditions affecting the pharmaceutical and biotechnology industry and trends within the industry; • the Company’s stage of development and business strategy; • the rights, preferences and privileges of the Company’s then-outstanding redeemable convertible preferred stock relative to those of its common stock; • the prices at which the Company sold shares of its then-outstanding redeemable convertible preferred stock; • the Company’s financial condition and operating results, including its levels of available capital resources; • the progress of the Company’s research and development efforts; • equity market conditions affecting comparable public companies; and • general U.S. market conditions and the lack of marketability at the time of the Company’s common stock. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, the Company considered the following methods: • Option Pricing Method . Under the option pricing method (“OPM”), shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the then-outstanding preferred stock and common stock were inferred by analyzing these options. • Probability-Weighted Expected Return Method. The probability-weighted expected return method (“PWERM”), is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the economic and control rights of each share class. Based on the Company’s early stage of development and other relevant factors, the Company determined that OPM method as well as a hybrid approach of the OPM and the PWERM methods were the most appropriate methods for allocating its enterprise value to determine the estimated fair value of its common stock. In determining the estimated fair value of the Company’s common stock, its board of directors also considered the fact that its stockholders could not freely trade its common stock in the public markets. Accordingly, the Company applied discounts to reflect the lack of marketability of its common stock based on the weighted-average expected time to liquidity. The estimated fair value of the Company’s common stock at each grant date reflected a non-marketability discount partially based on the anticipated likelihood and timing of a future liquidity event. Upon the completion of the Company’s initial public offering, the fair value of its common stock is based on the daily closing quoted market price of its common stock. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of a stock-based award. Expected term —The expected term represents the period that stock-based awards are expected to be outstanding. Given the Company’s lack of specific history, the expected term for option grants is determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. Expected volatility —Since the Company was privately held through October 29, 2020 and did not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock-based awards. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. During the fiscal year ended December 31, 2022 the Company began to incorporate the historical volatility of its own stock price in its calculation of its expected volatility. Expected dividend yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero . The Company also accounts for any modifications to share based payments in accordance with ASC Topic 718, Compensation – Stock Compensation (ASC 718). The purchase price of the Company's common stock under the Company’s 2020 Employee Stock Purchase Plan ("ESPP") is equal to 85 % of the lesser of (i) the fair market value per share of its common stock on the first business day of an offering period and (ii) the fair market value per share of its common stock on the purchase date. The fair value of the discounted purchases made under ESPP is calculated using the Black-Scholes valuation model. The fair value of the look-back provision plus the 15 % discount is recognized as compensation expense over the 180-day purchase period. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes. Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with equity holders. For the year ended December 31, 2022, the comprehensive loss consisted of unrealized losses on available for sale investments. The Company did not have any items of comprehensive income or loss other than net income (loss) for the years ended December 31, 2021 and 2020. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income per share attributable to common stockholders is computed by dividing the diluted net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Prior to the Company’s IPO, basic and diluted net loss per share attributable to common stockholders was determined using the two-class method, which is required for participating securities. The Company considered its convertible preferred stock to be participating securities as, in the event a dividend is paid on common stock, the holders of convertible preferred stock would be entitled to receive dividends on a basis consistent with the common stockholders. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the 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 computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock. Due to net loss for the year ended December 31, 2022 and 2020, basic and diluted net loss per share attributable to common stockholders was the same, as the effect of all potentially dilutive securities would have been anti-dilutive . In-process Research and Development Assets In-process research and development assets that are acquired in a transaction that does not qualify as a business combination under GAAP and that do not have an alternative future use are expensed in the period in which the assets are acquired. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”), in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer, who manages and allocates resources to the operations on a total company basis. Accordingly, there is a single operating segment and one reportable segment. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise disclosed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. Recently Adopted Accounting Pronouncements The Company did not adopt any accounting pronouncements during the year ended December 31, 2022. |
Collaboration Revenue
Collaboration Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Collaboration Revenue | 3. Collaboration Revenue Background In October 2020, the Company entered into a License Agreement (“Roche License Agreement”) with F. Hoffmann-LaRoche Ltd. and Genentech, Inc. (together, “Roche”) under which the Company granted an exclusive license for certain development and commercialization rights related to bemnifosbuvir outside of the United States (other than for certain HCV uses) to Roche. In November 2021, Roche provided the Company with a notice of termination of the Roche License Agreement which became effective in February 2022. Upon termination, the rights and licenses granted by the Company to Roche under the Roche License Agreement were returned to the Company, resulting in the Company having all rights to continue the clinical development and future commercialization of bemnifosbuvir worldwide. Global development plan activities and related cost sharing between the parties continued through the effective date of the termination. The Company concluded that the notice of termination represented a contract modification for accounting purposes. The Company further concluded that upon receipt of the notice of termination, all of the Company's performance obligations had been completely satisfied. As a result, the Company recognized all remaining deferred revenue as collaboration revenue within the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021. Prior to receipt of the termination notice, the Company classified all revenues recognized under the Roche License Agreement as collaboration revenue within the accompanying consolidated statements of operations and comprehensive income (loss). The Company recorded revenue of $ 351,367 and $ 48,633 for the years ended December 31, 2021 and 2020, respectively, related to the Roche License Agreement. The activities to complete the global development plan were accounted for under ASC 808. Expenses incurred and reimbursements made or received from Roche were accounted for pursuant to ASC 730, Research and Development . As such, the Company was expensing costs as incurred, including any reimbursements made to Roche, and recognizing reimbursement received from Roche as a reduction of research and development expense through the effective date of the termination. For the years ended December 31, 2021 and 2020, costs reimbursable by Roche, which are reflected as a reduction to research and development expenses were $ 7,264 and $ 7,901 , respectively. The Company recorded research and development expense of $ 76,567 and $ 2,086 during the years ended December 31, 2021 and 2020, respectively, related to its share of costs incurred by Roche. As of December 31, 2021, the Company recorded accrued expenses of $ 10,417 related to amounts payable to Roche. For the year ended December 31, 2022, the Company recorded a net credit of $ 6,898 from Roche. The credit recorded during the year ended December 31, 2022 represents a change in estimate as a result of close out activities and related reporting of amounts incurred by Roche associated with the global development plan. Included in prepaid expenses and other current assets as of December 31, 2022 is a net balance due from Roche of $ 1,060 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: As of December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 167,584 $ — $ — $ 167,584 Marketable Securities U.S. Treasury obligations — 59,118 — 59,118 U.S. Government agency securities — 14,941 — 14,941 Commercial paper — 310,433 — 310,433 Corporate bonds — 61,249 — 61,249 Asset-backed securities — 12,508 — 12,508 Total $ 167,584 $ 458,249 $ — $ 625,833 As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 731,767 $ — $ — $ 731,767 Total cash equivalents $ 731,767 $ — $ — $ 731,767 The Company’s assets with fair value categorized as Level 1 within the fair value hierarchy include money market accounts which invest in money market funds that are publicly traded mutual funds and are presented as cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021. There were no transfers among Level 1, Level 2 or Level 3 categories in the years ended December 31, 2022 and 2021. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Marketable Securities | 5. Marketable Securities As of December 31, 2022 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable Securities U.S. Treasury obligations $ 59,422 $ — $ ( 304 ) $ 59,118 U.S. Government agency securities 15,000 — ( 59 ) 14,941 Commercial paper 310,433 — — 310,433 Corporate bonds 61,504 — ( 255 ) 61,249 Asset-backed securities 12,574 — ( 66 ) 12,508 Total $ 458,933 $ — $ ( 684 ) $ 458,249 As of December 31, 2022, the Company held 15 s ecurities that were in an unrealized loss position of $ 684 with an aggregate fair value of $ 143,221 . The Company has the intent and ability to hold such securities until recovery. As a result, the Company did no t record any charges for credit-related impairments for its marketable debt securities for the year ended December 31, 2022. The Company had no marketable securities prior to July 2022. As of December 31, 2022, none of the securities had remaining maturities longer than one year. The Company did no t hold any marketable securities as of December 31, 2021. The Company received proceeds of $ 91,885 from sales and maturities of marketable securities during the year ended December 31, 2022. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net, consist of the following: December 31, 2022 2021 Laboratory equipment $ 5 $ 5 Office furniture and fixtures 396 13 Computer hardware 102 37 Leasehold improvements 1,475 129 Total property and equipment, at cost 1,978 184 Less: accumulated depreciation and amortization ( 273 ) ( 161 ) Property and equipment, net $ 1,705 $ 23 Depreciation and amortization expense was $ 260 , $ 29 and $ 19 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2022 2021 Research and development, including manufacturing and clinical expenditures $ 7,667 $ 18,080 License fee — 25,000 Income taxes 99 2,572 Payroll and payroll related 6,459 4,209 Professional fees and other 981 2,291 Total accrued expenses and other current liabilities $ 15,206 $ 52,152 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Lease Agreements In July 2021, the Company entered into a non-cancelable operating lease agreement pursuant to which the Company leased office space in Boston, Massachusetts at 225 Franklin Street ("225 Lease"). The 225 Lease commencement date was January 1, 2022 and the 225 Lease runs through December 31, 2026 . The 225 Lease does no t contain any options for renewal or extension. The Company began to occupy the space in May 2022. Previously, the Company’s principal office was located at 125 Summer Street in Boston, Massachusetts pursuant to a lease that expired in July 2022 . In connection with the 225 Lease commencement, the Company recorded a right-of-use asset and operating lease liability of $ 2,938 and $ 2,873 as of January 1, 2022. As of January 1, 2021, the date of adoption of ASC 842, the Company utilized operating classification for its former facility lease and recorded a right-of-use asset and lease liability related to its former office lease at 125 Summer Street. The following assets and liabilities are recorded on the Company’s consolidated balance sheet as of December 31, 2022 and 2021. As of December 31, 2022 2021 Right-of-use asset $ 2,389 $ 161 Current lease liability 721 197 Non-current lease liability 2,403 — The components of the lease allocated between the general and administrative and the research and development expenses on the consolidated statement of operations for the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Operating lease costs $ 811 $ 281 Variable lease costs 78 37 Total lease costs $ 889 $ 318 The variable lease costs for the years ended December 31, 2022 and 2021 include common area maintenance and other operating charges associated with the Company’s lease of its principal office facilities in Boston, MA. As the Company’s lease does not provide an implicit rate, the Company utilized its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. As of December 31, 2022 2021 Remaining lease term (in years) 4.0 0.5 Discount rate 3.1 % 7.0 % Future minimum payments under the 225 Lease, currently the Company’s only operating lease as of December 31, 2022 were as follows: 2023 $ 805 2024 821 2025 838 2026 855 Total lease payments 3,319 Less amount representing implied interest ( 195 ) Total lease liability $ 3,124 Current portion of operating lease liabilities 721 Noncurrent portion of operating lease liabilities $ 2,403 Rent expense recognized under all operating leases was $ 811 , $ 318 and $ 303 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company is required to maintain a letter of credit for the duration of the 225 Lease. The Company maintains a bank deposit of $ 198 , to collateralize the letter of credit which is classified as restricted cash and a long-term asset in the consolidated balance sheet as of December 31, 2022. License Agreement Background In December 2021, the Company entered into a license agreement with MSD International GmbH, an affiliate of Merck & Co, Inc. (“Merck”) (“Merck License Agreement”) for the development, manufacture and commercialization of ruzasvir (“Compound”). Ruzasvir is the NS5A inhibitor the Company is developing in combination with bemnifosbuvir for the treatment of HCV. Pursuant to the terms of the Merck License Agreement, the Company obtained from Merck an exclusive (subject to certain reserved rights to conduct internal research), sublicensable, and worldwide license under certain Merck patents and know-how to research, develop, manufacture, have manufactured, use, import, export, sell, offer for sale, and otherwise commercialize the Compound, or products containing the Compound (each a “Product”) for all therapeutic or prophylactic uses in humans (“Field”). In consideration for the rights the Company acquired under the Merck License Agreement, the Company paid Merck a non-refundable upfront payment in the amount of $ 25,000 in February 2022 and will be required to pay Merck milestone payments up to $ 135,000 in the aggregate upon its achievement of certain development and regulatory milestones and up to $ 300,000 in the aggregate upon its achievement of certain sales-based milestones. Additionally, the Company will pay Merck tiered royalties based on annual net sales of Products ranging from high single digits to mid-teens percentages. The Company’s royalty payment obligations will continue until the later of (i) the expiration of the last to expire valid claim of a licensed Merck patent claiming such Product (or a Compound contained in such Product) and (ii) a period of years after the first commercial sale of such Product in such country. The Company may terminate the Merck License Agreement for convenience upon prior written notice. The first potential milestone would be payable upon the commencement of a Phase 3 clinical trial. The Company recognized, as research and development expense, the $ 25,000 non-refundable upfront payment amount as a cost of the asset acquired in the year ended December 31, 2021 because the in-process research and development asset does not have an alternative future use. The upfront payment, paid in February 2022, was included in accrued expenses as of December 31, 2021. Contingent Consulting Fee The Company has an agreement with a consultant that requires payment of a success fee calculated as a percentage of certain product sales, subject to a cumulative maximum payout of $ 5.0 million. This success payment is contingent upon the occurrence of future events and the timing and likelihood of such payment is neither probable nor estimable. Indemnification The Company enters into certain types of contracts that contingently requires the Company to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company’s bylaws, under which the Company must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship, (ii) contracts under which the Company must indemnify directors and certain officers and consultants for liabilities arising out of their relationship, and (iii) procurement, service or license agreements under which the Company may be required to indemnify vendors, service providers or licensees for certain claims, including claims that may be brought against them arising from the Company’s acts or omissions with respect to the Company’s products, technology, intellectual property or services. From time to time, the Company may receive indemnification claims under these contracts in the normal course of business. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount payable under these contracts since the Company has no history of prior indemnification claims and the unique facts and circumstances involved in each particular claim will be determinative. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock As of December 31, 2022 the Company has 10,000,000 shares of preferred stock authorized. None of these shares of preferred stock have been issued. In May 2020, the Company authorized 15,313,382 shares of Series D convertible preferred stock (“Series D Preferred”) and 8,973,261 shares of Series D-1 convertible preferred stock (“Series D-1 Preferred”). In May 2020 the Company entered into a stock purchase agreement with certain investors and issued 15,313,382 shares of Series D Preferred for net proceeds of $ 106,631 . In October 2020, the Company issued 8,973,261 shares of Series D-1 Preferred at a purchase price of $ 11.98 per share for aggregate net proceeds of $ 107,485 . In connection with the Company’s IPO, all shares of its convertible preferred stock converted into 57,932,090 shares of common stock. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 10. Common Stock As of December 31, 2022, the authorized capital of the Company included 300,000,000 shares of common stock, of which 83,287,639 shares of common stock were issued and outstanding. On all matters to be voted upon by the holders of common stock, holders of common stock are entitled to one vote per share. The holders of common stock are entitled to receive dividends, when declared by the board, and to share ratably in the Company’s assets legally available for distribution to the holders of the Company’s stock in the event of liquidation. The holders of common stock have no preemptive, redemption or conversion rights. As of December 31, 2022, the Company had the following reserved shares of common stock: Outstanding options 13,632,278 Outstanding restricted stock units 161,750 Outstanding performance-based restricted stock units 724,970 Shares reserved for future grant under 2020 Incentive Award Plan 7,961,066 Shares reserved under ESPP 1,157,964 23,638,028 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 11. Stock-based Compensation In October 2020, the Company’s shareholders approved the Company’s 2020 Incentive Award Plan (“2020 Plan”). The 2020 Plan initially provided for the issuance of up to 7,924,000 shares of common stock and for the grant of incentive stock options or other incentive awards to employees, officers, directors and consultants of the Company. The number of shares of common stock that may be issued under the 2020 Plan is also subject to increase on the first day of each calendar year equal to the lesser of i) 5 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year or ii) such smaller number of shares as is determined by the board of directors. Through December 31, 2022, the shares available under the plan were increased by 8,285,983 shares. As of December 31, 2022 there were 7,961,066 shares of common stock remaining available for future issuance under the 2020 Plan. In January 2023, the shares of the Company's common stock available under the 2020 Plan were increased by 4,164,381 shares. The 2020 Plan replaced and is the successor of the Company’s 2013 Equity Incentive Plan, as amended (“2013 Plan”). Upon any cancellation of outstanding option awards to purchase up to 5,982,266 shares of common stock under the 2013 Plan, such shares will be made available for grant under the 2020 Plan. Restricted Stock Units During the year ended December 31, 2022, the Company granted 182,350 restricted stock units to employees with an aggregate grant date fair market value of $ 1,302 . The restricted stock unit awards vest in three annual installments, the first of which occurred on January 31, 2023. No restricted stock units were granted during the years ended December 31, 2021 and 2020. During the year ended December 31, 2022, 20,600 restricted stock units were cancelled due to terminations. Number of Weighted Average Outstanding at January 1, 2022 — $ — Granted 182,350 $ 7.14 Release — $ — Cancelled ( 20,600 ) $ 7.14 Unvested shares at December 31, 2022 161,750 $ 7.14 Performance-based Restricted Stock Units During the year ended December 31, 2022, the Company granted 742,070 performance-based restricted stock units to employees with an aggregate grant date fair value of $ 5,298 . No performance-based restricted stock units were granted during the years ended December 31, 2021 and 2020. The performance stock unit awards provide for a performance period from February 1, 2022 through January 31, 2025 to achieve up to six defined performance metrics. The percentage of each award eligible to vest will be determined based on the number of metrics achieved during the performance period and may range from 0 % to 200 %. The Company has not recognized any compensation expense through December 31, 2022, as the minimum performance criteria had not been deemed probable. The vesting of any eligible awards will occur in equal installments on January 31, 2025 and January 31, 2026. During the year ended December 31, 2022, 17,100 performance-based restricted stock units were cancelled due to terminations. Number of Weighted Average Outstanding at January 1, 2022 — $ — Granted 742,070 $ 7.14 Release — $ — Cancelled ( 17,100 ) $ 7.14 Unvested shares at December 31, 2022 724,970 $ 7.14 Employee Stock Purchase Plan In October 2020, the Company’s shareholders approved the ESPP, which became effective upon the closing of the Company’s IPO in November 2020. The Company initially reserved a total of 1,187,000 shares of its common stock for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will be increased on January 1 of each calendar year by 1 % of the number of shares of the Company's common stock issued and outstanding on the immediately preceding December 31 or such lesser amount as specified by the board of directors. Through December 31, 2022, there was no increase in the number of shares reserved for issuance under the ESPP. In January 2023, the number of shares of the Company's common stock available for issuance under the ESPP was increased by 832,876 shares. In April 2022, the Company initiated its first offering period under the ESPP. Each offering period is six months in duration with the purchase date being the last trading day of the offering period. On September 30, 2022, the first offering period concluded and the Company issued 29,036 shares of its common stock for proceeds of $ 140 . Stock Options The following summarizes stock option activity: Number of Weighted Weighted Aggregate Outstanding at January 1, 2022 10,516,972 $ 22.87 8.1 $ 31,239 Granted 3,884,917 $ 7.08 Exercised ( 155,873 ) $ 1.48 Cancelled ( 613,738 ) $ 25.87 Outstanding at December 31, 2022 13,632,278 $ 18.48 7.7 $ 10,937 Vested and expected to vest at December 31, 2022 13,632,278 $ 18.48 7.7 $ 10,937 Vested and exercisable at December 31, 2022 7,459,247 $ 16.11 7.0 $ 10,348 The aggregate intrinsic value of options granted is calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. Option grants generally vest over a service period of three or four years and have a contractual term of ten years . As of December 31, 2022, total unrecognized compensation expense related to stock option awards was $ 92,798 , which amount is being recognized over a remaining weighted average period of 2.3 years. The weighted average grant date fair value per option granted during the years ended December 31, 2022, 2021 and 2020 was $ 5.09 , $ 39.10 and $ 14.93 , respectively. The fair value of each award was estimated using Black-Scholes based on the following assumptions: For the Year Ended 2022 2021 2020 Risk-free interest rate 2.10 % 0.80 % 0.31 - 0.56 % Expected term 5.96 years 5.99 years 6.25 years Expected volatility 85.0 % 85.0 % 80.0 % - 91.7 % Expected dividend yield 0 % 0 % 0 % Stock-based Compensation Expense Stock-based compensation expense is classified as follows: For the Year Ended 2022 2021 2020 Research and development expense $ 21,870 $ 18,127 $ 3,565 General and administrative 24,848 21,494 3,892 Total stock-based compensation expense $ 46,718 $ 39,621 $ 7,457 The components of stock-based compensation expense were: For the Year Ended 2022 2021 2020 Restricted common stock $ — $ — $ 657 Restricted stock units 352 — — Performance-based restricted stock units — — — Stock options 46,220 39,621 6,800 ESPP 145 — — Total stock-based compensation expense $ 46,718 $ 39,621 $ 7,457 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For the year ended December 31, 2022, the Company recorded a benefit for income taxes of $ 3,590 . The benefit for income taxes was primarily the result of changes in estimates between the Company’s initial provision for 2021 income taxes and the actual amounts reflected in the income tax returns as filed. For the year ended December 31, 2021, the Company recorded a provision for income taxes of $ 17,400 . The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended 2022 2021 2020 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % 21.0 % State and local taxes 5.6 3.2 ( 2.6 ) Return to provision adjustments 3.4 — — Research and development credits 2.1 ( 4.1 ) 12.5 Stock-based compensation ( 3.8 ) — ( 13.6 ) Foreign derived intangible income - ( 6.1 ) — Uncertain tax positions ( 0.2 ) 4.3 — Other 0.3 ( 1.4 ) — Change in valuation allowance ( 25.3 ) ( 4.4 ) ( 17.3 ) Total 3.1 % 12.5 % 0.0 % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s deferred tax assets consisted of the following: December 31, 2022 2021 Deferred tax assets (liabilities) Capitalized research and development $ 14,305 $ — Net operating loss carryforwards 5,590 — License agreement 6,043 6,261 Stock-based compensation 12,215 5,643 Research and development credits 3,826 — Other 70 256 Prepaid expenses ( 893 ) ( 1,256 ) Deferred tax assets (liabilities) 41,156 10,904 Less: valuation allowance ( 41,156 ) ( 10,904 ) Net deferred tax assets (liabilities) $ — $ — As required by the 2017 tax Cut and Jobs Act, effective January 1, 2022, our research and development expenditures were capitalized and amortized, which resulted in deferred tax asset. As of December 31, 2022, the Company had federal net operating losses of $ 19,392 and state net operating loss carryforwards of $ 30,030 , which may be used to offset future tax liabilities. The Company has federal and state credit carryforwards of $ 2,533 and $ 1,294 , respectively. The federal net operating losses and research and development tax credits begin to expire in 2034 . Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s deferred tax assets. Based on the Company’s projected net operating losses for 2023 and beyond, the Company determined that it is more likely than not that it will not recognize the benefits of the deferred tax assets. As a result, the Company has recorded a full valuation allowance of approximately $ 41,156 at December 31, 2022. Under the provisions of Sections 382 and 383 of the Internal Revenue Code (“IRC”), net operating loss and credit carryforwards and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the IRC. The Company performed an analysis through December 31, 2021 pursuant to Section 382 of the IRC to determine whether any limitations might exist on the utilization of net operating losses and other tax attributes. Based on this analysis, the Company has determined that there was no impact on the Company's ability to utilize net operating losses or credit carryforwards in 2021. The Company is in the process of completing a Section 382 study for the fiscal year 2022. To the extent that the Company raises additional equity financing or other changes in the ownership interest of significant stockholders occurs, additional tax attributes may become subject to an annual limitation. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The Company files federal and various state income tax returns. The statute of limitations for assessment by the Internal Revenue Service (“IRS”), and state tax authorities remains open for all tax years ended since the inception of the Company. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. No federal or state tax audits are currently in process. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. During the year ended December 31, 2021, the Company recorded an unrecognized tax benefit of $ 5,932 related to certain tax positions. The Company did no t have any unrecognized tax benefits prior to the year ended December 31, 2021. The following table summarizes the reconciliation of the beginning and ending amount of total unrecognized tax benefits for the year ended December 31, 2022: Balance beginning of year $ 5,932 Decrease related to current year provision to return adjustment ( 943 ) Increase related to accrued interest 266 Balance at end of period $ 5,255 |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | 13. Net Income (Loss) Per Share Attributable to Common Stockholders Basic and diluted earnings per share are calculated as follows: Year Ended December 31, 2022 2021 2020 Net income (loss) $ ( 115,909 ) $ 121,190 $ ( 10,947 ) Weighted average common shares outstanding, basic 83,245,385 82,820,037 21,592,441 Dilutive effect of outstanding stock options — 5,429,206 — Weighted average common shares outstanding, diluted 83,245,385 88,249,243 21,592,441 Net income (loss) per share, basic $ ( 1.39 ) $ 1.46 $ ( 0.51 ) Net income (loss) per share, diluted $ ( 1.39 ) $ 1.37 $ ( 0.51 ) Stock options for the purchase of 13,632,278 weighted average shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the year ended December 31, 2022 as their effect is antidilutive. Stock options for the purchase of 3,661,548 weighted average shares were excluded from the computation of diluted net income per share attributable to common stockholders for the year ended December 31, 2021 because those options had an anti-dilutive impact due to the assumed proceeds per share using the treasury stock method being greater than the average fair value of the Company’s common shares for the period. For the year ended December 31, 2020, options to purchase 7,917,783 shares of common stock have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive. |
Benefit Plan
Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plan | 14. Benefit Plan During the year ended December 31, 2021, the Company implemented a defined contribution plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements. Under the terms of the 401(k) Plan, the Company records matching contributions up to 4 % of the participant’s eligible compensation. During the years ended December 31, 2022 and 2021, the Company recognized expense of $ 541 and $ 272 , respectively, relating to matching contributions to the 401(k) Plan. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions During the year ended December 31, 2021, the Company entered into a consulting agreement with an entity controlled by one of its directors. The agreement provides for an annual retainer of $ 110 . The Company recognized expense in the amount of $ 110 and $ 67 for the years ended December 31, 2022 and 2021. In May 2022, the Company entered into a consulting agreement with one of its directors. The Company recognized expense of $ 1 in connection with this consulting agreement for the year ended December 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in these accompanying notes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors and assumptions that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, which include but are not limited to estimates of accrued research and development expenses, valuation of marketable securities, the valuation of stock-based awards, valuation of operating lease right-of-use assets and lease liabilities and income taxes. Changes in estimates are recorded in the period in which they become known. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Atea Pharmaceuticals, Inc. and its wholly- owned subsidiary, Atea Pharmaceuticals Securities Corporation. All intercompany amounts have been eliminated in consolidation. |
Reclassification | Reclassification Certain items in the prior year’s financial statements have been reclassified to conform to the current presentation. |
Revenue Recognition | Revenue Recognition Through December 31, 2021, all of the Company’s revenue was collaboration revenue generated from the Roche License Agreement. Until receipt in November 2021 of the notice from Roche that Roche was terminating the Roche License Agreement effective February 2022, the Company recognized collaboration revenue over the expected performance period based on its measure of progress towards the completion of certain activities referred to as its Combined Performance Obligation. The Company concluded that the notice of termination represents a contract modification for accounting purposes. The Company further concluded that upon receipt of the notice of termination, the Combined Performance Obligation has been completely satisfied. As a result, the Company recognized all remaining deferred revenue as collaboration revenue within the consolidated statements of operations and comprehensive income for the year ended December 31, 2021 (see Note 3, Collaboration Revenue, for a detailed discussion). The Company analyzes its collaboration arrangements to assess whether they are within the scope of Accounting Standards Codification ASC Topic 808, Collaborative Arrangements (“ ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes its allocation of the shared costs incurred with respect to the jointly conducted activities pursuant to ASC 730, Research and Development . As such, the Company will expense costs as incurred, including any reimbursements made, and recognize reimbursements received as a reduction of research and development expense. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, it performs the following steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. ASC 606 requires significant judgment and estimates and results in changes to, but not limited to: (i) the determination of the transaction price, including estimates of variable consideration, (ii) the allocation of the transaction price, including the determination of estimated selling price, and (iii) the pattern of recognition, including the application of proportional performance as a measure of progress on service-related promises and application of point-in-time recognition for supply-related promises. The transaction price is generally comprised of an upfront payment due at contract inception and variable consideration in the form of payments for the Company’s services and materials and milestone payments due upon the achievement of specified events. Other payments the Company could be entitled to include tiered royalties earned when customers recognize net sales of licensed products. The Company considers the existence of any significant financing component within its arrangements and has determined that a significant financing component does not exist in its arrangements as substantive business purposes exist to support the payment structure other than to provide a significant benefit of financing. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to arrangements that include payments for a development or regulatory milestone payment, the Company evaluates whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the Company’s control or the customer’s, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception. The Company generally allocates the transaction price to each performance obligation based on a relative standalone selling price basis. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation in consideration of applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated research and development costs. However, in certain instances, the Company allocates variable consideration entirely to one or more performance obligation if the terms of the variable consideration relate to the satisfaction of the respective performance obligation and the amount allocated is consistent with the amount the Company would expect to receive for the satisfaction of the respective performance obligation. The Company recognizes revenue based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company generally uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. With respect to arrangements containing a license to its intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. Contract costs The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. The Company has elected the practical expedient in ASC 340, Other Assets and Deferred Costs , wherein it recognizes the incremental costs of obtaining a contract as an expense when incurred if, at inception, the expected amortization period of the asset that the Company otherwise would have recognized is one year or less. In connection with the Roche License Agreement, the Company incurred an incremental cost of $ 7,000 , which was included in general and administrative costs in the accompanying statement of operations and comprehensive income(loss) for the year ended December 31, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity, or a remaining maturity at the time of purchase, of three months or less to be cash equivalents. The Company’s cash equivalents include money market funds and commercial paper, which are highly liquid and have strong credit ratings. These investments are subject to minimal credit and market risks. Cash and cash equivalents are stated at cost, which approximates market value. |
Marketable Securities | Marketable Securities The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. Marketable securities consist of investments with maturities greater than three months. Investments not classified as cash equivalents with maturities of less than twelve months are classified as current assets on the consolidated balance sheet. Investments with maturities greater than twelve months for which the Company has the intent and ability to hold the investment for greater than twelve months are classified as non-current on the consolidated balance sheet. Marketable securities include U.S. treasury obligations, U.S. agency obligations, corporate debt, commercial paper and asset-backed securities. The Company classifies all of its marketable securities as available-for-sale. Accordingly, these investments are recorded at fair value. Unrealized gains and losses are recorded as a component of other comprehensive income within stockholders’ equity. Interest, dividends and amortization and accretion of discounts and premiums are recorded as interest income and other, net. The Company periodically reviews its marketable securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary. Declines in fair value judged to be other than temporary on marketable securities, if any, are included in interest income and other, net. |
Concentrations of Credit Risk and Significant Suppliers | Concentrations of Credit Risk and Significant Suppliers Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company does not believe that it is subject to any significant concentrations of credit risk from these financial instruments. The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC 820, Fair Value Measurement, establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the assets and liabilities. The carrying amounts of accounts. payable, accrued and prepaid expenses and other current assets approximate their fair value due to short-term maturities. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the asset. The Company estimates the useful life of its assets as follows: Asset Estimated useful life Laboratory equipment Five years Office furniture and fixtures Five years Computer hardware Two years Leasehold improvements Shorter of useful life or remaining lease term Maintenance and repairs that do not improve or extend the life of the respective asset are expensed to operations as incurred. Upon disposal of an asset, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations. |
Other Assets | Other Assets Other assets consist of a vendor deposit of $ 1,494 related to research and development activities. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book value of the assets to the estimated undiscounted future net cash flows that the asset is expected to generate. If the estimated undiscounted future net cash flows are less than the book value, the asset is impaired, and the impairment loss to be recognized in income is measured as the amount by which the book value of the asset exceeds its fair value, which is measured based on the estimated discounted future net cash flows that the asset is expected to generate. No impairment losses were recorded during the years ended December 31, 2022, 2021 and 2020. |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 842, Lease Accounting . At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist principally of costs associated with outsourced research and development activities, including preclinical and clinical development, manufacturing and research conducted by contract research organizations and academic institutions, employee compensation, including stock-based compensation and consulting expenses together with related expenses, professional fees and facility and overhead costs. Facility and overhead costs primarily include the allocation of rent, utility and office-related expenses attributable to research and development personnel. In circumstances where amounts have been paid in advance or in excess of costs incurred, the Company records a prepaid expense, which is expensed as services are performed or goods are delivered. The Company has entered into various research and development contracts with third parties. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase of completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Patent Costs | Patent Costs Costs to secure and maintain the Company’s patents are expensed as incurred and are classified as general and administrative expenses in the Company’s consolidated statements of operations. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense is classified in the consolidated statement of operations and comprehensive income (loss) in the same manner in which the award recipient’s payroll costs or service payments are classified. Stock-based awards granted to employees and non-employees are measured based on the estimated fair value of the awards using the Black-Scholes option pricing model (“Black-Scholes”). Stock-based compensation expense with respect to awards with service conditions is recognized using the straight-line method over the service period. Stock-based compensation with respect to awards with performance conditions is recognized when satisfaction of the performance conditions is probable. Stock-based compensation is based on awards ultimately expected to vest and, as such, it is reduced by forfeitures. The Company accounts for forfeitures as they occur. Black-Scholes requires the use of subjective assumptions which determine the fair value of stock-based awards. These assumptions include: Fair value of common stock Prior to the IPO, because there was no public market for the Company’s common stock, the fair value of the Company’s common stock underlying stock-based awards was estimated on each grant date by the board of directors. The Company developed an estimate on each grant date of the fair value of its common stock based on valuations from an independent third-party valuation firm using information known to the Company on the date of grant and a review of any recent events and their potential impact on the estimated fair value per share of the common stock. The third-party valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. The assumptions used to determine the estimated fair value of the Company’s common stock were based on numerous objective and subjective factors, combined with management judgment, including: • external market conditions affecting the pharmaceutical and biotechnology industry and trends within the industry; • the Company’s stage of development and business strategy; • the rights, preferences and privileges of the Company’s then-outstanding redeemable convertible preferred stock relative to those of its common stock; • the prices at which the Company sold shares of its then-outstanding redeemable convertible preferred stock; • the Company’s financial condition and operating results, including its levels of available capital resources; • the progress of the Company’s research and development efforts; • equity market conditions affecting comparable public companies; and • general U.S. market conditions and the lack of marketability at the time of the Company’s common stock. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, the Company considered the following methods: • Option Pricing Method . Under the option pricing method (“OPM”), shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the then-outstanding preferred stock and common stock were inferred by analyzing these options. • Probability-Weighted Expected Return Method. The probability-weighted expected return method (“PWERM”), is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the economic and control rights of each share class. Based on the Company’s early stage of development and other relevant factors, the Company determined that OPM method as well as a hybrid approach of the OPM and the PWERM methods were the most appropriate methods for allocating its enterprise value to determine the estimated fair value of its common stock. In determining the estimated fair value of the Company’s common stock, its board of directors also considered the fact that its stockholders could not freely trade its common stock in the public markets. Accordingly, the Company applied discounts to reflect the lack of marketability of its common stock based on the weighted-average expected time to liquidity. The estimated fair value of the Company’s common stock at each grant date reflected a non-marketability discount partially based on the anticipated likelihood and timing of a future liquidity event. Upon the completion of the Company’s initial public offering, the fair value of its common stock is based on the daily closing quoted market price of its common stock. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of a stock-based award. Expected term —The expected term represents the period that stock-based awards are expected to be outstanding. Given the Company’s lack of specific history, the expected term for option grants is determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. Expected volatility —Since the Company was privately held through October 29, 2020 and did not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock-based awards. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. During the fiscal year ended December 31, 2022 the Company began to incorporate the historical volatility of its own stock price in its calculation of its expected volatility. Expected dividend yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero . The Company also accounts for any modifications to share based payments in accordance with ASC Topic 718, Compensation – Stock Compensation (ASC 718). The purchase price of the Company's common stock under the Company’s 2020 Employee Stock Purchase Plan ("ESPP") is equal to 85 % of the lesser of (i) the fair market value per share of its common stock on the first business day of an offering period and (ii) the fair market value per share of its common stock on the purchase date. The fair value of the discounted purchases made under ESPP is calculated using the Black-Scholes valuation model. The fair value of the look-back provision plus the 15 % discount is recognized as compensation expense over the 180-day purchase period. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with equity holders. For the year ended December 31, 2022, the comprehensive loss consisted of unrealized losses on available for sale investments. The Company did not have any items of comprehensive income or loss other than net income (loss) for the years ended December 31, 2021 and 2020. |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income per share attributable to common stockholders is computed by dividing the diluted net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Prior to the Company’s IPO, basic and diluted net loss per share attributable to common stockholders was determined using the two-class method, which is required for participating securities. The Company considered its convertible preferred stock to be participating securities as, in the event a dividend is paid on common stock, the holders of convertible preferred stock would be entitled to receive dividends on a basis consistent with the common stockholders. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the 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 computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock. Due to net loss for the year ended December 31, 2022 and 2020, basic and diluted net loss per share attributable to common stockholders was the same, as the effect of all potentially dilutive securities would have been anti-dilutive . |
In-process Research and Development Assets | In-process Research and Development Assets In-process research and development assets that are acquired in a transaction that does not qualify as a business combination under GAAP and that do not have an alternative future use are expensed in the period in which the assets are acquired. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”), in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer, who manages and allocates resources to the operations on a total company basis. Accordingly, there is a single operating segment and one reportable segment. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise disclosed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. Recently Adopted Accounting Pronouncements The Company did not adopt any accounting pronouncements during the year ended December 31, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life | The Company estimates the useful life of its assets as follows: Asset Estimated useful life Laboratory equipment Five years Office furniture and fixtures Five years Computer hardware Two years Leasehold improvements Shorter of useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: As of December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 167,584 $ — $ — $ 167,584 Marketable Securities U.S. Treasury obligations — 59,118 — 59,118 U.S. Government agency securities — 14,941 — 14,941 Commercial paper — 310,433 — 310,433 Corporate bonds — 61,249 — 61,249 Asset-backed securities — 12,508 — 12,508 Total $ 167,584 $ 458,249 $ — $ 625,833 As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 731,767 $ — $ — $ 731,767 Total cash equivalents $ 731,767 $ — $ — $ 731,767 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Schedule of Marketable Securities | As of December 31, 2022 Amortized Cost Unrealized Gain Unrealized Losses Fair Value Marketable Securities U.S. Treasury obligations $ 59,422 $ — $ ( 304 ) $ 59,118 U.S. Government agency securities 15,000 — ( 59 ) 14,941 Commercial paper 310,433 — — 310,433 Corporate bonds 61,504 — ( 255 ) 61,249 Asset-backed securities 12,574 — ( 66 ) 12,508 Total $ 458,933 $ — $ ( 684 ) $ 458,249 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consist of the following: December 31, 2022 2021 Laboratory equipment $ 5 $ 5 Office furniture and fixtures 396 13 Computer hardware 102 37 Leasehold improvements 1,475 129 Total property and equipment, at cost 1,978 184 Less: accumulated depreciation and amortization ( 273 ) ( 161 ) Property and equipment, net $ 1,705 $ 23 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2022 2021 Research and development, including manufacturing and clinical expenditures $ 7,667 $ 18,080 License fee — 25,000 Income taxes 99 2,572 Payroll and payroll related 6,459 4,209 Professional fees and other 981 2,291 Total accrued expenses and other current liabilities $ 15,206 $ 52,152 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Assets and Liabilities Recorded on Consolidated Balance Sheet | The following assets and liabilities are recorded on the Company’s consolidated balance sheet as of December 31, 2022 and 2021. As of December 31, 2022 2021 Right-of-use asset $ 2,389 $ 161 Current lease liability 721 197 Non-current lease liability 2,403 — |
Components of Lease Costs | The components of the lease allocated between the general and administrative and the research and development expenses on the consolidated statement of operations for the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Operating lease costs $ 811 $ 281 Variable lease costs 78 37 Total lease costs $ 889 $ 318 |
Summary of Remaining Lease Term and Discount Rate | The variable lease costs for the years ended December 31, 2022 and 2021 include common area maintenance and other operating charges associated with the Company’s lease of its principal office facilities in Boston, MA. As the Company’s lease does not provide an implicit rate, the Company utilized its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. As of December 31, 2022 2021 Remaining lease term (in years) 4.0 0.5 Discount rate 3.1 % 7.0 % |
Summary of Future Minimum Payments under Operating Leases | Future minimum payments under the 225 Lease, currently the Company’s only operating lease as of December 31, 2022 were as follows: 2023 $ 805 2024 821 2025 838 2026 855 Total lease payments 3,319 Less amount representing implied interest ( 195 ) Total lease liability $ 3,124 Current portion of operating lease liabilities 721 Noncurrent portion of operating lease liabilities $ 2,403 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Reserved Shares of Common Stock | As of December 31, 2022, the Company had the following reserved shares of common stock: Outstanding options 13,632,278 Outstanding restricted stock units 161,750 Outstanding performance-based restricted stock units 724,970 Shares reserved for future grant under 2020 Incentive Award Plan 7,961,066 Shares reserved under ESPP 1,157,964 23,638,028 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options Activity | The following summarizes stock option activity: Number of Weighted Weighted Aggregate Outstanding at January 1, 2022 10,516,972 $ 22.87 8.1 $ 31,239 Granted 3,884,917 $ 7.08 Exercised ( 155,873 ) $ 1.48 Cancelled ( 613,738 ) $ 25.87 Outstanding at December 31, 2022 13,632,278 $ 18.48 7.7 $ 10,937 Vested and expected to vest at December 31, 2022 13,632,278 $ 18.48 7.7 $ 10,937 Vested and exercisable at December 31, 2022 7,459,247 $ 16.11 7.0 $ 10,348 |
Summary of Assumptions Used to Estimate Fair Value of Award | The fair value of each award was estimated using Black-Scholes based on the following assumptions: For the Year Ended 2022 2021 2020 Risk-free interest rate 2.10 % 0.80 % 0.31 - 0.56 % Expected term 5.96 years 5.99 years 6.25 years Expected volatility 85.0 % 85.0 % 80.0 % - 91.7 % Expected dividend yield 0 % 0 % 0 % |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense is classified as follows: For the Year Ended 2022 2021 2020 Research and development expense $ 21,870 $ 18,127 $ 3,565 General and administrative 24,848 21,494 3,892 Total stock-based compensation expense $ 46,718 $ 39,621 $ 7,457 |
Summary of Components of Stock-based Compensation Expense | The components of stock-based compensation expense were: For the Year Ended 2022 2021 2020 Restricted common stock $ — $ — $ 657 Restricted stock units 352 — — Performance-based restricted stock units — — — Stock options 46,220 39,621 6,800 ESPP 145 — — Total stock-based compensation expense $ 46,718 $ 39,621 $ 7,457 |
Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Units | Number of Weighted Average Outstanding at January 1, 2022 — $ — Granted 182,350 $ 7.14 Release — $ — Cancelled ( 20,600 ) $ 7.14 Unvested shares at December 31, 2022 161,750 $ 7.14 |
Performance-based Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Units | Number of Weighted Average Outstanding at January 1, 2022 — $ — Granted 742,070 $ 7.14 Release — $ — Cancelled ( 17,100 ) $ 7.14 Unvested shares at December 31, 2022 724,970 $ 7.14 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended 2022 2021 2020 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % 21.0 % State and local taxes 5.6 3.2 ( 2.6 ) Return to provision adjustments 3.4 — — Research and development credits 2.1 ( 4.1 ) 12.5 Stock-based compensation ( 3.8 ) — ( 13.6 ) Foreign derived intangible income - ( 6.1 ) — Uncertain tax positions ( 0.2 ) 4.3 — Other 0.3 ( 1.4 ) — Change in valuation allowance ( 25.3 ) ( 4.4 ) ( 17.3 ) Total 3.1 % 12.5 % 0.0 % |
Summary of Principal Components of Deferred Tax Assets | The principal components of the Company’s deferred tax assets consisted of the following: December 31, 2022 2021 Deferred tax assets (liabilities) Capitalized research and development $ 14,305 $ — Net operating loss carryforwards 5,590 — License agreement 6,043 6,261 Stock-based compensation 12,215 5,643 Research and development credits 3,826 — Other 70 256 Prepaid expenses ( 893 ) ( 1,256 ) Deferred tax assets (liabilities) 41,156 10,904 Less: valuation allowance ( 41,156 ) ( 10,904 ) Net deferred tax assets (liabilities) $ — $ — |
Summary of Reconciliation of Unrecognized Tax Benefits | The following table summarizes the reconciliation of the beginning and ending amount of total unrecognized tax benefits for the year ended December 31, 2022: Balance beginning of year $ 5,932 Decrease related to current year provision to return adjustment ( 943 ) Increase related to accrued interest 266 Balance at end of period $ 5,255 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are calculated as follows: Year Ended December 31, 2022 2021 2020 Net income (loss) $ ( 115,909 ) $ 121,190 $ ( 10,947 ) Weighted average common shares outstanding, basic 83,245,385 82,820,037 21,592,441 Dilutive effect of outstanding stock options — 5,429,206 — Weighted average common shares outstanding, diluted 83,245,385 88,249,243 21,592,441 Net income (loss) per share, basic $ ( 1.39 ) $ 1.46 $ ( 0.51 ) Net income (loss) per share, diluted $ ( 1.39 ) $ 1.37 $ ( 0.51 ) |
Nature of Business - Additional
Nature of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 03, 2020 | Nov. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | |
Nature of Business [Line Items] | ||||||
Net proceeds from initial public offering ("IPO") | $ 317,605 | |||||
Cash and cash equivalents | $ 188,460 | $ 764,375 | $ 850,117 | |||
Cash and cash equivalents and marketable securities | $ 646,709 | |||||
Number of shares issued | 83,287,639 | 83,102,730 | ||||
Common Stock | ||||||
Nature of Business [Line Items] | ||||||
Shares issued | 14,375,000 | |||||
IPO | Common Stock | ||||||
Nature of Business [Line Items] | ||||||
Shares issued | 14,375,000 | |||||
Share price | $ 24 | |||||
Net proceeds from initial public offering ("IPO") | $ 317,605 | |||||
IPO | Series A, B, C, D and D-1 Convertible Preferred Stock | Common Stock | ||||||
Nature of Business [Line Items] | ||||||
Convertible preferred stock converted into shares | 57,932,090 | |||||
Roche License Agreement | ||||||
Nature of Business [Line Items] | ||||||
Non-refundable upfront payment received | $ 350,000 | |||||
Received pursuant of milestone | $ 50,000 | |||||
Jeffries | Sales Agreement | ||||||
Nature of Business [Line Items] | ||||||
Commission percentage of aggregate gross proceeds from each sale of shares | 3% | |||||
Number of shares issued | 0 | |||||
Jeffries | Maximum | Sales Agreement | ||||||
Nature of Business [Line Items] | ||||||
Aggregate offering price | $ 200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | |||
Recognition method for costs of obtaining a contract | The Company has elected the practical expedient in ASC 340, Other Assets and Deferred Costs, wherein it recognizes the incremental costs of obtaining a contract as an expense when incurred if, at inception, the expected amortization period of the asset that the Company otherwise would have recognized is one year or less. | ||
Incremental cost included in general and administration costs | $ 48,714,000 | $ 45,785,000 | $ 21,640,000 |
Impairment losses | $ 0 | $ 0 | $ 0 |
Expected dividend yield | 0% | 0% | 0% |
Number of operating segments | Segment | 1 | ||
Number of reportable segments | Segment | 1 | ||
2020 Employee Stock Purchase Plan | |||
Accounting Policies [Line Items] | |||
Percentage of common stock purchase price, lesser of market value per share on offering or purchase date | 85% | ||
Percentage of discount on common stock purchase price | 15% | ||
Research and Development Expense | |||
Accounting Policies [Line Items] | |||
Retainage deposit | $ 1,494,000 | ||
Incremental Cost | Roche License | |||
Accounting Policies [Line Items] | |||
Incremental cost included in general and administration costs | $ 7,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Hardware | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 2 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Shorter of useful life or remaining lease term |
Collaboration Revenue - Additio
Collaboration Revenue - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Collaboration revenue | $ 351,367 | $ 48,633 | |
Research and development expense | $ 81,936 | 167,205 | 38,023 |
Accrued expenses and other current liabilities | 15,206 | 52,152 | |
Prepaid expenses and other current assets | 14,213 | 8,028 | |
Roche License Agreement | |||
Disaggregation Of Revenue [Line Items] | |||
Collaboration revenue | 351,367 | 48,633 | |
Costs reimbursed amount | 7,264 | 7,901 | |
Research and development expense | 76,567 | $ 2,086 | |
Accrued expenses and other current liabilities | $ 10,417 | ||
Research and development net credit adjustment | 6,898 | ||
Prepaid expenses and other current assets | $ 1,060 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash equivalents | |||
Marketable securities | $ 458,249,000 | $ 0 | $ 0 |
Total | 625,833,000 | 731,767,000 | |
Level 1 | |||
Cash equivalents | |||
Total | 167,584,000 | 731,767,000 | |
Level 2 | |||
Cash equivalents | |||
Total | 458,249,000 | ||
U.S. Treasury obligations | |||
Cash equivalents | |||
Marketable securities | 59,118,000 | ||
U.S. Treasury obligations | Level 2 | |||
Cash equivalents | |||
Marketable securities | 59,118,000 | ||
U.S. Government agency securities | |||
Cash equivalents | |||
Marketable securities | 14,941,000 | ||
U.S. Government agency securities | Level 2 | |||
Cash equivalents | |||
Marketable securities | 14,941,000 | ||
Commercial paper | |||
Cash equivalents | |||
Marketable securities | 310,433,000 | ||
Commercial paper | Level 2 | |||
Cash equivalents | |||
Marketable securities | 310,433,000 | ||
Corporate bonds | |||
Cash equivalents | |||
Marketable securities | 61,249,000 | ||
Corporate bonds | Level 2 | |||
Cash equivalents | |||
Marketable securities | 61,249,000 | ||
Asset-backed securities | |||
Cash equivalents | |||
Marketable securities | 12,508,000 | ||
Asset-backed securities | Level 2 | |||
Cash equivalents | |||
Marketable securities | 12,508,000 | ||
Money Market Funds | |||
Cash equivalents | |||
Cash equivalents | 167,584,000 | 731,767,000 | |
Money Market Funds | Level 1 | |||
Cash equivalents | |||
Cash equivalents | $ 167,584,000 | $ 731,767,000 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | $ 458,933,000 | ||
Unrealized Losses | (684,000) | ||
Fair Value | 458,249,000 | $ 0 | $ 0 |
U.S. Treasury obligations | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 59,422,000 | ||
Unrealized Losses | (304,000) | ||
Fair Value | 59,118,000 | ||
U.S. Government agency securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 15,000,000 | ||
Unrealized Losses | (59,000) | ||
Fair Value | 14,941,000 | ||
Commercial paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 310,433,000 | ||
Fair Value | 310,433,000 | ||
Corporate bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 61,504,000 | ||
Unrealized Losses | (255,000) | ||
Fair Value | 61,249,000 | ||
Asset-backed securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 12,574,000 | ||
Unrealized Losses | (66,000) | ||
Fair Value | $ 12,508,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Security | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Securities, Available-for-Sale [Abstract] | |||
Number of held securities | Security | 15 | ||
Debt securities in unrealized loss position | $ 684,000 | ||
Aggregate fair value | 143,221,000 | ||
Marketable securities | 458,249,000 | $ 0 | $ 0 |
Marketable debt securities, charges for credit-related impairments | 0 | ||
Securities maturing longer than one year | 0 | ||
Proceeds from sales and maturities of marketable securities | $ 91,885,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 1,978 | $ 184 |
Less: accumulated depreciation and amortization | (273) | (161) |
Property and equipment, net | 1,705 | 23 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 5 | 5 |
Office Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 396 | 13 |
Computer Hardware | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 102 | 37 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 1,475 | $ 129 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 260 | $ 29 | $ 19 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Research and development, including manufacturing and clinical expenditures | $ 7,667 | $ 18,080 |
License fee | 0 | 25,000 |
Income taxes | 99 | 2,572 |
Payroll and payroll related | 6,459 | 4,209 |
Professional fees and other | 981 | 2,291 |
Total accrued expenses and other current liabilities | $ 15,206 | $ 52,152 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Assets and Liabilities Recorded on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right-of-use asset | $ 2,389 | $ 161 |
Current lease liability | 721 | $ 197 |
Non-current lease liability | $ 2,403 |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 811 | $ 281 |
Variable lease costs | 78 | 37 |
Total lease costs | $ 889 | $ 318 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining lease term (in years) | 4 years | 6 months |
Discount rate | 3.10% | 7% |
Commitments and Contingencies_4
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | |
Loss Contingencies [Line Items] | ||||||
Operating lease right-of-use assets, net | $ 2,389,000 | $ 161,000 | ||||
Operating lease liability | 3,124,000 | |||||
Rent expense | 811,000 | 318,000 | $ 303,000 | |||
Research and development expense | $ 81,936,000 | 167,205,000 | $ 38,023,000 | |||
Office Space | ||||||
Loss Contingencies [Line Items] | ||||||
Location of office space | Boston, Massachusetts at 225 Franklin Street | |||||
Lease commencement date | Jan. 01, 2022 | |||||
Operating lease right-of-use assets, net | $ 2,938,000 | |||||
Operating lease liability | $ 2,873,000 | |||||
Lease expiration date | Dec. 31, 2026 | |||||
Lessor, Operating Lease, Existence of Option to Extend [true false] | false | |||||
Prior Office Space | ||||||
Loss Contingencies [Line Items] | ||||||
Location of office space | Boston, Massachusetts | |||||
Lease expiration month and year | 2022-07 | |||||
Maximum | Business Development Consulting Agreements | ||||||
Loss Contingencies [Line Items] | ||||||
Success fee | $ 5,000,000 | |||||
Merck License Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Non-refundable upfront payment paid license agreement | $ 25,000,000 | |||||
Merck License Agreement | Maximum | Development and Regulatory | ||||||
Loss Contingencies [Line Items] | ||||||
Milestone payments | 135,000,000 | |||||
Merck License Agreement | Maximum | Sales-based | ||||||
Loss Contingencies [Line Items] | ||||||
Milestone payments | 300,000,000 | |||||
Letter of Credit | ||||||
Loss Contingencies [Line Items] | ||||||
Bank deposits, restricted cash | $ 198,000 | |||||
Non-refundable Upfront Payment Accrued | Merck License Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Research and development expense | $ 25,000,000 |
Commitments and Contingencies_5
Commitments and Contingencies - Summary of Future Minimum Payments under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 805 | |
2024 | 821 | |
2025 | 838 | |
2026 | 855 | |
Total lease payments | 3,319 | |
Less amount representing implied interest | (195) | |
Total lease liability | 3,124 | |
Current portion of operating lease liabilities | 721 | $ 197 |
Noncurrent portion of operating lease liabilities | $ 2,403 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 03, 2020 | |
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Net proceeds from issuance of preferred stock | $ 214,116 | |||||
Series D Preferred | ||||||
Class Of Stock [Line Items] | ||||||
Shares authorized | 15,313,382 | |||||
Shares issued | 15,313,382 | |||||
Net proceeds from issuance of preferred stock | $ 106,631 | |||||
Series D-1 Preferred | ||||||
Class Of Stock [Line Items] | ||||||
Shares authorized | 8,973,261 | |||||
Shares issued | 8,973,261 | |||||
Preferred stock purchase price | $ 11.98 | |||||
Net proceeds from issuance of preferred stock | $ 107,485 | |||||
Common Stock | IPO | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock converted into shares | 57,932,090 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 83,287,639 | 83,102,730 |
Common stock, shares outstanding | 83,287,639 | 83,102,730 |
Common stock voting rights per share | On all matters to be voted upon by the holders of common stock, holders of common stock are entitled to one vote per share. |
Common Stock - Summary of Reser
Common Stock - Summary of Reserved Shares of Common Stock (Details) | Dec. 31, 2022 shares |
Class Of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance | 23,638,028 |
Outstanding options | |
Class Of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance | 13,632,278 |
Outstanding restricted stock units | |
Class Of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance | 161,750 |
Outstanding performance-based restricted stock units | |
Class Of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance | 724,970 |
Shares reserved for future grant under 2020 Incentive Award Plan | |
Class Of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance | 7,961,066 |
Shares reserved under ESPP | |
Class Of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance | 1,157,964 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 shares | Oct. 31, 2020 shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) Installment $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 23,638,028 | |||||
Gross proceeds from issuance of common stock | $ | $ 140,000 | |||||
Weighted average grant date fair value per option granted | $ / shares | $ 5.09 | $ 39.10 | $ 14.93 | |||
Fair value assumptions, method used | Black-Scholes | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of units granted | 182,350 | 0 | 0 | |||
Aggregate grant date fair value of restricted stock units granted | $ | $ 1,302,000 | |||||
Number of installments | Installment | 3 | |||||
Number of units cancelled due to terminations | 20,600 | |||||
Unvested shares | 161,750 | |||||
Performance-based Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of units granted | 742,070 | 0 | 0 | |||
Aggregate grant date fair value of restricted stock units granted | $ | $ 5,298,000 | |||||
Number of units cancelled due to terminations | 17,100 | |||||
Performance based restricted stock units terms of award | The performance stock unit awards provide for a performance period from February 1, 2022 through January 31, 2025 to achieve up to six defined performance metrics. The percentage of each award eligible to vest will be determined based on the number of metrics achieved during the performance period and may range from 0% to 200%. The Company has not recognized any compensation expense through December 31, 2022, as the minimum performance criteria had not been deemed probable. The vesting of any eligible awards will occur in equal installments on January 31, 2025 and January 31, 2026. | |||||
Unvested shares | 724,970 | |||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting contractual term | 10 years | |||||
Unrecognized compensation expense | $ | $ 92,798 | |||||
Remaining weighted average period for recognize compensation expense | 2 years 3 months 18 days | |||||
2020 Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of shares of common stock Outstanding | 5% | |||||
Increased number of shares available under plan | 8,285,983 | |||||
Common stock, capital shares reserved for future issuance | 7,961,066 | |||||
Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of shares of common stock Outstanding | 1% | |||||
Common stock, capital shares reserved for future issuance | 1,187,000 | |||||
Issuance of common stock under ESPP, shares | 29,036 | |||||
Gross proceeds from issuance of common stock | $ | $ 140,000 | |||||
Subsequent Event | 2020 Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increased number of shares available under plan | 4,164,381 | |||||
Maximum | Performance-based Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting percentage | 200% | |||||
Maximum | Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting service period | 4 years | |||||
Maximum | 2020 Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | 7,924,000 | |||||
Maximum | 2020 Incentive Award Plan | From 2013 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | 5,982,266 | |||||
Minimum | Performance-based Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting percentage | 0% | |||||
Minimum | Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting service period | 3 years | |||||
Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Issuance of common stock under ESPP, shares | 29,036 | |||||
Common Stock | Subsequent Event | Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increased number of shares available under plan | 832,876 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Granted | 182,350 | 0 | 0 |
Number of shares, Cancelled | (20,600) | ||
Number of shares, Unvested | 161,750 | ||
Weighted Average Grant Date Fair Value, Granted | $ 7.14 | ||
Weighted Average Grant Date Fair Value, Cancelled | 7.14 | ||
Weighted Average Grant Date Fair Value, Unvested | $ 7.14 | ||
Performance-based Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Granted | 742,070 | 0 | 0 |
Number of shares, Cancelled | (17,100) | ||
Number of shares, Unvested | 724,970 | ||
Weighted Average Grant Date Fair Value, Granted | $ 7.14 | ||
Weighted Average Grant Date Fair Value, Cancelled | 7.14 | ||
Weighted Average Grant Date Fair Value, Unvested | $ 7.14 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Number of Shares, Outstanding | 10,516,972 | |
Number of Shares, Granted | 3,884,917 | |
Number of Shares, Exercised | (155,873) | |
Number of Shares, Cancelled | (613,738) | |
Number of Shares, Outstanding | 13,632,278 | 10,516,972 |
Number of Shares, Vested and expected to vest | 13,632,278 | |
Number of Shares, Vested and exercisable | 7,459,247 | |
Weighted Average Exercise Price Per Share | ||
Weighted Average Exercise Price Per Share, Outstanding | $ 22.87 | |
Weighted Average Exercise Price Per Share, Granted | 7.08 | |
Weighted Average Exercise Price Per Share, Exercised | 1.48 | |
Weighted Average Exercise Price Per Share, Cancelled | 25.87 | |
Weighted Average Exercise Price Per Share, Outstanding | 18.48 | $ 22.87 |
Weighted Average Exercise Price Per Share, Vested and expected to vest | 18.48 | |
Weighted Average Exercise Price Per Share, Vested and exercisable | $ 16.11 | |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted Average Remaining Contractual Term (years), Outstanding | 7 years 8 months 12 days | 8 years 1 month 6 days |
Weighted Average Remaining Contractual Term (years), Vested and expected to vest | 7 years 8 months 12 days | |
Weighted Average Remaining Contractual Term (years), Vested and exercisable | 7 years | |
Aggregate Intrinsic Value, Outstanding | $ 10,937 | $ 31,239 |
Aggregate Intrinsic Value, Vested and expected to vest | 10,937 | |
Aggregate Intrinsic Value, Vested and exercisable | $ 10,348 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Assumptions Used to Estimate Fair Value of Award (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.10% | 0.80% | |
Risk-free interest rate, Minimum | 0.31% | ||
Risk-free interest rate, Maximum | 0.56% | ||
Expected term | 5 years 11 months 15 days | 5 years 11 months 26 days | 6 years 3 months |
Expected volatility | 85% | 85% | |
Expected volatility, Minimum | 80% | ||
Expected volatility, Maximum | 91.70% | ||
Expected dividend yield | 0% | 0% | 0% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 46,718 | $ 39,621 | $ 7,457 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 21,870 | 18,127 | 3,565 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 24,848 | $ 21,494 | $ 3,892 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Components of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 46,718 | $ 39,621 | $ 7,457 |
Restricted Common Stock | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 657 | ||
Restricted Stock Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 352 | ||
Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 46,220 | $ 39,621 | $ 6,800 |
ESPP | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 145 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Benefit from income taxes | $ 3,590,000 | $ (17,400,000) | |
Valuation allowance | $ 41,156,000 | 10,904,000 | |
Income tax examination description | The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. | ||
Unrecognized tax benefit | $ 5,255,000 | $ 5,932,000 | $ 0 |
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | 19,392,000 | ||
Tax credit carryforwards | $ 2,533,000 | ||
Net operating losses carryforwards expiration year | 2034 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses | $ 30,030,000 | ||
Tax credit carryforwards | $ 1,294,000 | ||
Research and Development Tax Credits | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards expiration year | 2034 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Expected income tax benefit at the federal statutory rate | 21% | 21% | 21% |
State and local taxes | 5.60% | 3.20% | (2.60%) |
Return to provision adjustments | 3.40% | ||
Research and development credits | 2.10% | (4.10%) | 12.50% |
Stock-based compensation | (3.80%) | (13.60%) | |
Foreign derived intangible income | (6.10%) | ||
Uncertain tax positions | (0.20%) | 4.30% | |
Other | 0.30% | (1.40%) | |
Change in valuation allowance | (25.30%) | (4.40%) | (17.30%) |
Total | 3.10% | 12.50% | 0% |
Income Taxes - Summary of Princ
Income Taxes - Summary of Principal Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Capitalized research and development | $ 14,305,000 | |
Net operating loss carryforwards | 5,590,000 | |
License agreement | 6,043,000 | $ 6,261,000 |
Stock-based compensation | 12,215,000 | 5,643,000 |
Research and development credits | 3,826,000 | |
Other | 70,000 | 256,000 |
Prepaid expenses | (893,000) | (1,256,000) |
Deferred tax assets (liabilities) | 41,156,000 | 10,904,000 |
Less: valuation allowance | (41,156,000) | (10,904,000) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance beginning of year | $ 5,932 |
Decrease related to current year provision to return adjustment | (943) |
Increase related to accrued interest | 266 |
Balance at end of period | $ 5,255 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (115,909) | $ 121,190 | $ (10,947) |
Weighted average common shares outstanding, basic | 83,245,385 | 82,820,037 | 21,592,441 |
Dilutive effect of outstanding stock options | 5,429,206 | ||
Weighted average common shares outstanding, diluted | 83,245,385 | 88,249,243 | 21,592,441 |
Net income (loss) per share, basic | $ (1.39) | $ 1.46 | $ (0.51) |
Net income (loss) per share, diluted | $ (1.39) | $ 1.37 | $ (0.51) |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of shares excluded from computation of diluted net income per share | 13,632,278 | 3,661,548 | 7,917,783 |
Benefit Plan - Additional Infor
Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan recognized expense related to matching contributions | $ 541 | $ 272 |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percentage | 4% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Consulting Agreement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Director | ||
Related Party Transaction [Line Items] | ||
Related party transaction expense | $ 1 | |
Entity Controlled by Director | ||
Related Party Transaction [Line Items] | ||
Annual retainer | $ 110 | |
Related party transaction expense | $ 110 | $ 67 |