Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ATRA | |
Entity Registrant Name | ATARA BIOTHERAPEUTICS, INC. | |
Entity Central Index Key | 0001604464 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 94,878,670 | |
Entity File Number | 001-36548 | |
Entity Tax Identification Number | 46-0920988 | |
Entity Address, Address Line One | 2380 Conejo Spectrum Street | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Thousand Oaks | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91320 | |
City Area Code | 805 | |
Local Phone Number | 623-4211 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 65,114 | $ 106,084 |
Short-term investments | 200,290 | 264,984 |
Restricted cash | 1,346 | 194 |
Accounts receivable | 249 | 986 |
Prepaid expenses and other current assets | 16,047 | 12,373 |
Total current assets | 283,046 | 384,621 |
Property and equipment, net | 7,270 | 53,780 |
Operating lease assets | 70,834 | 26,159 |
Restricted cash - long-term | 0 | 1,200 |
Other assets | 7,166 | 2,367 |
Total assets | 368,316 | 468,127 |
Current liabilities: | ||
Accounts payable | 11,296 | 17,368 |
Accrued compensation | 17,605 | 25,150 |
Accrued research and development expenses | 17,868 | 13,451 |
Deferred revenue | 2,662 | 40,760 |
Other current liabilities | 22,813 | 9,057 |
Total current liabilities | 72,244 | 105,786 |
Deferred revenue - long-term | 42,338 | 55,708 |
Operating lease liabilities - long-term | 61,072 | 25,518 |
Other long-term liabilities | 5,549 | 1,501 |
Total liabilities | 181,203 | 188,513 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock - $0.0001 par value, 500,000 shares authorized as of September 30, 2022 and December 31, 2021; 94,879 and 91,671 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 9 | 9 |
Additional paid-in capital | 1,808,515 | 1,744,695 |
Accumulated other comprehensive (loss) income | (2,959) | (368) |
Accumulated deficit | (1,618,452) | (1,464,722) |
Total stockholders’ equity | 187,113 | 279,614 |
Total liabilities and stockholders’ equity | $ 368,316 | $ 468,127 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 94,879,000 | 91,671,000 |
Common stock, shares outstanding | 94,879,000 | 91,671,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
License and collaboration revenue | $ 4,459 | $ 5,370 | $ 63,352 | $ 12,792 |
Operating expenses: | ||||
Research and development | 70,157 | 70,333 | 210,018 | 202,867 |
General and administrative | 18,924 | 19,849 | 58,308 | 56,984 |
Total operating expenses | 89,081 | 90,182 | 268,326 | 259,851 |
Loss from operations | (84,622) | (84,812) | (204,974) | (247,059) |
Gain on sale of ATOM Facility (See Note 7) | 0 | 0 | 50,237 | 0 |
Interest and other income (expense), net | 541 | 148 | 1,017 | 283 |
Total other income (expense), net, Total | 541 | 148 | 51,254 | 283 |
Loss before provision for income taxes | (84,081) | (84,664) | (153,720) | (246,776) |
Provision for income taxes | 10 | 0 | 10 | 16 |
Net loss | (84,091) | (84,664) | (153,730) | (246,792) |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on available-for-sale securities | (341) | (38) | (2,591) | (272) |
Comprehensive loss | $ (84,432) | $ (84,702) | $ (156,321) | $ (247,064) |
Net earnings (loss) per common share: | ||||
Basic earnings (loss) per common share | $ (0.82) | $ (0.90) | $ (1.51) | $ (2.67) |
Diluted earnings (loss) per common share | $ (0.82) | $ (0.90) | $ (1.51) | $ (2.67) |
Basic weighted-average shares outstanding | 102,423 | 93,602 | 101,590 | 92,411 |
Diluted weighted-average shares outstanding | 102,423 | 93,602 | 101,590 | 92,411 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | At The Market Offering | Common Stock | Common Stock At The Market Offering | Additional Paid-in Capital | Additional Paid-in Capital At The Market Offering | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 462,339 | $ 8 | $ 1,586,616 | $ 296 | $ (1,124,581) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 83,372,000 | |||||||
Issuance of common stock, net of commissions and offering costs, value | 1,749 | $ 2,382 | 1,749 | $ 2,382 | ||||
Issuance of common stock, net of commissions and offering costs, shares | 146,000 | |||||||
RSU settlements, net of shares withheld | (1,231) | (1,231) | ||||||
RSU settlements, net of shares withheld, shares | 449,000 | |||||||
Issuance of common stock pursuant to employee stock awards, shares | 108,000 | |||||||
Stock-based compensation expense | 12,268 | 12,268 | ||||||
Net income (loss) | (78,335) | (78,335) | ||||||
Unrealized gain (loss) on available-for-sale securities | (135) | (135) | ||||||
Ending balance at Mar. 31, 2021 | 399,037 | $ 8 | 1,601,784 | 161 | (1,202,916) | |||
Ending balance (in shares) at Mar. 31, 2021 | 84,075,000 | |||||||
Beginning balance at Dec. 31, 2020 | 462,339 | $ 8 | 1,586,616 | 296 | (1,124,581) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 83,372,000 | |||||||
Net income (loss) | (246,792) | |||||||
Unrealized gain (loss) on available-for-sale securities | (272) | |||||||
Ending balance at Sep. 30, 2021 | 310,141 | $ 9 | 1,681,481 | 24 | (1,371,373) | |||
Ending balance (in shares) at Sep. 30, 2021 | 88,387,000 | |||||||
Beginning balance at Mar. 31, 2021 | 399,037 | $ 8 | 1,601,784 | 161 | (1,202,916) | |||
Beginning balance (in shares) at Mar. 31, 2021 | 84,075,000 | |||||||
RSU settlements, net of shares withheld | (13) | (13) | ||||||
RSU settlements, net of shares withheld, shares | 423,000 | |||||||
Issuance of common stock pursuant to employee stock awards | 2,599 | 2,599 | ||||||
Issuance of common stock pursuant to employee stock awards, shares | 256,000 | |||||||
Stock-based compensation expense | 13,807 | 13,807 | ||||||
Net income (loss) | (83,793) | (83,793) | ||||||
Unrealized gain (loss) on available-for-sale securities | (99) | (99) | ||||||
Ending balance at Jun. 30, 2021 | 331,538 | $ 8 | 1,618,177 | 62 | (1,286,709) | |||
Ending balance (in shares) at Jun. 30, 2021 | 84,754,000 | |||||||
Issuance of common stock, net of commissions and offering costs, value | 48,701 | $ 1 | 48,700 | |||||
Issuance of common stock, net of commissions and offering costs, shares | 3,259,000 | |||||||
RSU settlements, net of shares withheld, shares | 306,000 | |||||||
Issuance of common stock pursuant to employee stock awards | 842 | 842 | ||||||
Issuance of common stock pursuant to employee stock awards, shares | 68,000 | |||||||
Stock-based compensation expense | 13,762 | 13,762 | ||||||
Net income (loss) | (84,664) | (84,664) | ||||||
Unrealized gain (loss) on available-for-sale securities | (38) | (38) | ||||||
Ending balance at Sep. 30, 2021 | 310,141 | $ 9 | 1,681,481 | 24 | (1,371,373) | |||
Ending balance (in shares) at Sep. 30, 2021 | 88,387,000 | |||||||
Beginning balance at Dec. 31, 2021 | 279,614 | $ 9 | 1,744,695 | (368) | (1,464,722) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 91,671,000 | |||||||
Issuance of common stock, net of commissions and offering costs, value | $ 20,516 | $ 20,516 | ||||||
Issuance of common stock, net of commissions and offering costs, shares | 1,320,000 | |||||||
RSU settlements, net of shares withheld | (616) | (616) | ||||||
RSU settlements, net of shares withheld, shares | 405,000 | |||||||
Issuance of common stock pursuant to employee stock awards | 96 | 96 | ||||||
Issuance of common stock pursuant to employee stock awards, shares | 10,000 | |||||||
Stock-based compensation expense | 14,335 | 14,335 | ||||||
Net income (loss) | (88,105) | (88,105) | ||||||
Unrealized gain (loss) on available-for-sale securities | (1,524) | (1,524) | ||||||
Ending balance at Mar. 31, 2022 | 224,316 | $ 9 | 1,779,026 | (1,892) | (1,552,827) | |||
Ending balance (in shares) at Mar. 31, 2022 | 93,406,000 | |||||||
Beginning balance at Dec. 31, 2021 | 279,614 | $ 9 | 1,744,695 | (368) | (1,464,722) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 91,671,000 | |||||||
Net income (loss) | (153,730) | |||||||
Unrealized gain (loss) on available-for-sale securities | (2,591) | |||||||
Ending balance at Sep. 30, 2022 | 187,113 | $ 9 | 1,808,515 | (2,959) | (1,618,452) | |||
Ending balance (in shares) at Sep. 30, 2022 | 94,879,000 | |||||||
Beginning balance at Mar. 31, 2022 | 224,316 | $ 9 | 1,779,026 | (1,892) | (1,552,827) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 93,406,000 | |||||||
RSU settlements, net of shares withheld | (3) | (3) | ||||||
RSU settlements, net of shares withheld, shares | 647,000 | |||||||
Issuance of common stock pursuant to employee stock awards | 1,309 | 1,309 | ||||||
Issuance of common stock pursuant to employee stock awards, shares | 303,000 | |||||||
Stock-based compensation expense | 14,117 | 14,117 | ||||||
Net income (loss) | 18,466 | 18,466 | ||||||
Unrealized gain (loss) on available-for-sale securities | (726) | (726) | ||||||
Ending balance at Jun. 30, 2022 | 257,479 | $ 9 | 1,794,449 | (2,618) | (1,534,361) | |||
Ending balance (in shares) at Jun. 30, 2022 | 94,356,000 | |||||||
RSU settlements, net of shares withheld | (4) | (4) | ||||||
RSU settlements, net of shares withheld, shares | 517,000 | |||||||
Issuance of common stock pursuant to employee stock awards | 47 | 47 | ||||||
Issuance of common stock pursuant to employee stock awards, shares | 6,000 | |||||||
Stock-based compensation expense | 14,023 | 14,023 | ||||||
Net income (loss) | (84,091) | (84,091) | ||||||
Unrealized gain (loss) on available-for-sale securities | (341) | (341) | ||||||
Ending balance at Sep. 30, 2022 | $ 187,113 | $ 9 | $ 1,808,515 | $ (2,959) | $ (1,618,452) | |||
Ending balance (in shares) at Sep. 30, 2022 | 94,879,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
At The Market Offering | Common Stock | |||
Stock issuance, discounts, commissions and offering costs | $ 1,249 | $ 419 | $ 139 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (153,730) | $ (246,792) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on sale of ATOM Facility | (50,237) | 0 |
Stock-based compensation expense | 42,475 | 39,837 |
Depreciation and amortization expense | 4,398 | 6,857 |
Amortization of investment premiums | 974 | 1,251 |
Non-cash operating lease expense | 6,103 | 1,275 |
Asset retirement obligation accretion expense | 70 | 64 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 737 | 1,250 |
Prepaid expenses and other current assets | (3,903) | 10,841 |
Other assets | (139) | 27 |
Accounts payable | (4,760) | 8,710 |
Accrued compensation | (7,545) | (1,318) |
Accrued research and development expenses | 4,417 | (5,839) |
Other current liabilities | 5,595 | 1,859 |
Deferred revenue | (51,468) | (3,182) |
Operating lease liabilities | (6,781) | (1,294) |
Other long-term liabilities | 244 | 201 |
Net cash used in operating activities | (213,550) | (186,253) |
Investing activities | ||
Purchases of short-term investments | (181,164) | (224,754) |
Proceeds from maturities and sales of short-term investments | 242,293 | 279,450 |
Purchases of property and equipment | (4,156) | (8,114) |
Net proceeds from sale of ATOM Facility | 94,765 | 0 |
Net cash provided by investing activities | 151,738 | 46,582 |
Financing activities | ||
Proceeds from issuance of common stock through ATM facilities, net | 20,516 | 48,739 |
Proceeds from employee stock awards | 1,452 | 5,190 |
Taxes paid related to net share settlement of restricted stock units | (623) | (1,244) |
Principal payments on finance lease obligations | (396) | (192) |
Other financing activities, net | (155) | (17) |
Net cash provided by financing activities | 20,794 | 52,476 |
Decrease in cash, cash equivalents and restricted cash | (41,018) | (87,195) |
Cash, cash equivalents and restricted cash at beginning of period | 107,478 | 201,798 |
Cash, cash equivalents and restricted cash at end of period | 66,460 | 114,603 |
Non-cash investing and financing activities | ||
Property and equipment purchases included in accounts payable and other accrued liabilities | 35 | 1,858 |
Proceeds from issuance of common stock through ATM facilities not yet received | 0 | 2,344 |
Supplemental cash flow disclosure | ||
Cash paid for interest | 256 | 25 |
Cash paid for income taxes | $ 19 | $ 16 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business Atara Biotherapeutics, Inc. (“Atara”, “we”, “our” or “the Company”) was incorporated in August 2012 in Delaware . Atara is a leader in T-cell immunotherapy, leveraging its novel allogeneic Epstein-Barr Virus (“EBV”) T-cell platform to develop transformative therapies for patients with cancer and autoimmune disease. We have several T-cell immunotherapies in clinical development and are progressing multiple next-generation allogeneic chimeric antigen receptor T-cell (“CAR T”) programs. Our most advanced T-cell immunotherapy program, tab-cel ® (tabelecleucel), is currently in Phase 3 development and has received the positive opinion of the Committee for Medicinal Products for Human Use (“CHMP”) of the European Medicines Agency (“EMA”). In October 2021, we entered into a commercialization agreement (“Pierre Fabre Commercialization Agreement”) with Pierre Fabre Medicament (“Pierre Fabre”), as amended in September 2022, pursuant to which we granted to Pierre Fabre an exclusive, field-limited license to commercialize and distribute tab-cel in Europe and select emerging markets in the Middle East, Africa, Eastern Europe and Central Asia (the “Territory”), following regulatory approval. Atara retains full rights to tab-cel in other major markets, including North America, Asia Pacific and Latin America. See Note 6 for further information. In December 2020, we entered into a research, development and license agreement (“Bayer License Agreement”) with Bayer AG (“Bayer”) pursuant to which we granted to Bayer an exclusive, field-limited license under the applicable patents and know-how owned or controlled by us and our affiliates covering or related to ATA2271 and ATA3271. In March 2021, as contemplated under the Bayer License Agreement and to further advance our collaboration, we entered into (i) a Manufacturing and Supply Agreement; (ii) a Pharmacovigilance Agreement; (iii) a Quality Agreement; and (iv) a Technology Transfer Agreement (collectively, the Bayer License Agreement, the Manufacturing and Supply Agreement and the Technology Transfer Agreement are referred to as the “Bayer Agreements”). In May 2022, Bayer notified us of its decision to terminate the Bayer Agreements and on August 2, 2022, we entered into the Termination, Amendment and Program Transfer Agreement with Bayer which terminated the Bayer Agreements (the “Bayer Termination Agreement”) and returned full product development and commercialization rights related to ATA2271 and ATA3271 to us, effective as of July 31, 2022. See Note 6 for further information. We have licensed rights to T-cell product candidates from Memorial Sloan Kettering Cancer Center (“MSK”), rights related to our next-generation CAR T programs from MSK and from H. Lee Moffitt Cancer Center (“Moffitt”), and rights to know-how and technology from the Council of the Queensland Institute of Medical Research (“QIMR Berghofer”). See Note 10 for further information. In January 2022, we entered into an asset purchase agreement with FUJIFILM Diosynth Biotechnologies California, Inc. (“FDB”) and, for certain limited purposes, FUJIFILM Holdings America Corporation, to sell all of the Company’s right, title and interest in and to certain assets related to the Atara T-Cell Operations and Manufacturing facility (“ATOM Facility”) located in Thousand Oaks, California for $ 100 million in cash, subject to potential post-closing adjustments pursuant to the asset purchase agreement (the “Fujifilm Transaction”). The closing of the Fujifilm Transaction occurred on April 4, 2022, at which time 136 of our ATOM Facility employees transitioned to FDB as part of the transaction. We also entered into a Master Services and Supply Agreement and related Statements of Work with FDB (collectively the “Fujifilm MSA”) which became effective upon the closing and could extend for up to ten years. Pursuant to the Fujifilm MSA, FDB will supply us with specified quantities of our cell therapy product candidates and any products approved by regulatory authorities, manufactured in accordance with cGMP standards. See Notes 7, 8 and 10 for further information. In August 2022, we announced a reduction in force that reduced our workforce by approximately 20 %. We expect to recognize $ 6.3 million in total for severance and related benefits for employees laid off under the reduction in force. These charges are primarily one-time termination benefits and are all cash charges. Refer to Note 9 for further information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Atara and its wholly owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any other future period. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. Liquidity We have incurred significant operating losses since inception and have relied primarily on public and private equity financings and receipts from license and collaboration agreements to fund our operations. As we continue to incur losses, our transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support our cost structure. We may never achieve sustained operating cash inflows or profitability. We expect that existing cash, cash equivalents and short-term investments as of September 30, 2022, together with certain anticipated cash inflows related to the Pierre Fabre Commercialization Agreement, will be sufficient to fund our planned operations for at least the next twelve months from the date of issuance of these financial statements. However, the uncertainties inherent in the Company’s future operations and in our ability to obtain additional funding may raise substantial doubt about our ability to continue as a going concern in future reporting periods. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Although we have been successful in raising capital in the past, and expect to continue to raise capital as required, there is no assurance that we will be successful in obtaining additional funding on terms acceptable to the Company, if at all. If we are unable to obtain sufficient funding on acceptable terms, we could be forced to delay, limit, reduce or terminate preclinical studies, clinical studies or other development activities for one or more of our product candidates. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Significant estimates relied upon in preparing these financial statements include estimates related to revenue recognition, clinical study and other accruals, stock-based compensation expense and income taxes. Actual results could differ materially from those estimates. Recent Accounting Pronouncements We consider the applicability and impact of any recent Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Based on our assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on our condensed consolidated financial statements. |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 3. Net Loss per Common Share Basic net loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock and pre-funded warrants outstanding during the period, without consideration of common share equivalents. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock, pre-funded warrants and common share equivalents outstanding for the period. The pre-funded warrants are included in the computation of basic and diluted net loss per common share as the exercise price is negligible and the pre-funded warrants are fully vested and exercisable. Common share equivalents are only included in the calculation of diluted net loss per common share when their effect is dilutive. Potential dilutive securities, which include unvested restricted stock units (“RSUs”), unvested performance-based RSUs and performance-based options to purchase common stock for which established performance criteria have been achieved as of the end of the respective periods, vested and unvested options to purchase common stock and shares to be issued under our employee stock purchase plan (“ESPP”), have been excluded from the computation of diluted net loss per common share if the effect is antidilutive. Therefore, the denominator used to calculate both basic and diluted net loss per common share is the same in all periods presented. The following table represents the potential common shares issuable pursuant to outstanding securities as of the related period end dates that were excluded from the computation of diluted net loss per common share, as their inclusion would have an antidilutive effect: As of September 30, 2022 2021 Unvested RSUs 7,915,826 4,817,939 Vested and unvested options 10,954,723 9,333,994 ESPP share purchase rights 264,967 101,504 Total 19,135,516 14,253,437 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Financial Instruments | 4. Financial Instruments Our financial assets are measured at fair value on a recurring basis using the following hierarchy to prioritize valuation inputs, in accordance with applicable U.S. GAAP: Level 1: Quoted prices in active markets for identical assets or liabilities that we have the ability to access Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves Level 3: Inputs that are unobservable data points that are not corroborated by market data We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. There have been no transfers between Level 1, Level 2 and Level 3 in any periods presented. Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. U.S. Treasury, government agency and corporate debt obligations, commercial paper and asset-backed securities are valued primarily using market prices of comparable securities, bid/ask quotes, interest rate yields and prepayment spreads and are included in Level 2. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. We have no Level 3 financial assets or liabilities. The following tables summarize the estimated fair value and related valuation input hierarchy of our available-for-sale securities as of each period end: Total Total Total Total Amortized Unrealized Unrealized Estimated As of September 30, 2022: Input Level Cost Gain Loss Fair Value (in thousands) Money market funds Level 1 $ 50,203 $ — $ — $ 50,203 U.S. Treasury obligations Level 2 84,198 1 ( 691 ) 83,508 Government agency obligations Level 2 14,628 — ( 124 ) 14,504 Corporate debt obligations Level 2 102,579 2 ( 2,016 ) 100,565 Commercial paper Level 2 7,982 — — 7,982 Asset-backed securities Level 2 8,003 — ( 131 ) 7,872 Total available-for-sale securities 267,593 3 ( 2,962 ) 264,634 Less: amounts classified as cash equivalents ( 64,344 ) — — ( 64,344 ) Amounts classified as short-term investments $ 203,249 $ 3 $ ( 2,962 ) $ 200,290 Total Total Total Total Amortized Unrealized Unrealized Estimated As of December 31, 2021: Input Level Cost Gain Loss Fair Value (in thousands) Money market funds Level 1 $ 89,738 $ — $ — $ 89,738 U.S. Treasury obligations Level 2 111,832 1 ( 138 ) 111,695 Government agency obligations Level 2 21,346 — ( 23 ) 21,323 Corporate debt obligations Level 2 99,757 6 ( 190 ) 99,573 Commercial paper Level 2 36,993 — — 36,993 Asset-backed securities Level 2 10,174 1 ( 25 ) 10,150 Total available-for-sale securities 369,840 8 ( 376 ) 369,472 Less: amounts classified as cash equivalents ( 104,488 ) — — ( 104,488 ) Amounts classified as short-term investments $ 265,352 $ 8 $ ( 376 ) $ 264,984 The amortized cost and fair value of our available-for-sale securities by contractual maturity were as follows: As of September 30, 2022 As of December 31, 2021 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value (in thousands) (in thousands) Maturing within one year $ 223,910 $ 222,389 $ 278,457 $ 278,354 Maturing in one to five years 43,683 42,245 91,383 91,118 Total available-for-sale securities $ 267,593 $ 264,634 $ 369,840 $ 369,472 We considered the current and expected future global economic and market conditions, including the COVID-19 pandemic and the war in Ukraine, and determined that our investments have not been significantly impacted. As of September 30, 2022, no significant facts or circumstances were present to indicate a deterioration in the creditworthiness of the issuers of the available-for-sale securities we hold, and we have no requirement or intention to sell these securities before maturity or recovery of their amortized cost basis. For all securities with a fair value less than its amortized cost basis, we determined the decline in fair value below amortized cost basis to be non-credit related and no allowance for losses has been recorded. During the nine months ended September 30, 2022 and 2021, we did not recognize any impairment losses on our investments. We have elected the practical expedient to exclude the applicable accrued interest from both the fair value and the amortized cost basis of our available-for-sale securities for purposes of identifying and measuring an impairment. We present accrued interest receivable related to our available-for-sale securities in prepaid expenses and other current assets, separate from short-term investments on our condensed consolidated balance sheet. As of September 30, 2022 and December 31, 2021 , accrued interest receivable was $ 0.8 million and $ 0.8 million, respectively. We have no t written off any accrued interest receivables during the nine months ended September 30, 2022 and 2021. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy. As of September 30, 2022 and December 31, 2021, restricted cash was $ 1.3 million and $ 1.4 million, respectively. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets that sum to the total of the same such amounts in the condensed consolidated statement of cash flows: September 30, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 65,114 $ 106,084 Restricted cash - short term 1,346 194 Restricted cash - long term — 1,200 Total cash, cash equivalents and restricted cash $ 66,460 $ 107,478 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following as of each period end: September 30, December 31, 2022 2021 (in thousands) Leasehold improvements $ 1,415 $ 50,142 Lab equipment 15,098 14,060 Machinery and equipment 600 5,228 Computer equipment and software 1,172 4,245 Furniture and fixtures 1,297 2,518 Construction in progress 35 6,325 Property and equipment, gross 19,617 82,518 Less: accumulated depreciation and amortization ( 12,347 ) ( 28,738 ) Property and equipment, net $ 7,270 $ 53,780 Depreciation and amortization expense was $ 1.4 million and $ 2.3 million for the three months ended September 30, 2022 and 2021, respectively, and $ 4.4 million and $ 6.9 million for the nine months ended September 30, 2022 and 2021 , respectively. |
Out-license Agreements
Out-license Agreements | 9 Months Ended |
Sep. 30, 2022 | |
License Collaboration And Manufacturing Agreements [Abstract] | |
Out-license Agreements | 6. Out-license Agreements Pierre Fabre Commercialization Agreement In October 2021, we entered into the Pierre Fabre Commercialization Agreement, pursuant to which, we granted to Pierre Fabre an exclusive, field-limited license to commercialize and distribute tab-cel in Europe and select emerging markets in the Territory following regulatory approval. Atara retains full rights to tab-cel in other major markets, including North America, Asia Pacific and Latin America. In September 2022, we entered into Amendment No. 1 to the Pierre Fabre Commercialization Agreement (the “PF Amendment”). Under the terms of the PF Amendment, following European Commission approval of tab-cel for EBV+ PTLD and subsequent filing of the Marketing Authorization Application (“MAA”) transfer to Pierre Fabre, we will be entitled to receive an additional $ 30 million milestone payment in exchange for, among other things, a reduction in: (i) royalties we are eligible to receive as a percentage of net sales of tab-cel in the Territory, and (ii) the supply price mark up on tab-cel purchased by Pierre Fabre. Additionally, we also agreed to extend the time period for provision of certain services to Pierre Fabre under the Pierre Fabre Commercialization Agreement. We are responsible at our cost for the conclusion of the ongoing Phase 3 ALLELE clinical study and the Phase 2 multi-cohort clinical study. We will also be responsible at our cost for certain other activities directed to obtaining regulatory approval for tab-cel for EBV-positive lymphoproliferative disease pursuant to the terms of the Pierre Fabre Commercialization Agreement in Europe. Pierre Fabre will be responsible at its cost for obtaining and maintaining all other regulatory approvals and for commercialization and distribution of tab-cel in the Territory. We will own any intellectual property rights developed solely by us under the Agreement. Pierre Fabre paid us an upfront cash payment of $ 45.0 million for the exclusive license grant in the fourth quarter of 2021. We are also entitled to receive an aggregate of up to $ 348.0 million in milestone payments upon achieving certain regulatory and commercial milestones. In addition, we are eligible to receive double-digit tiered royalties as a percentage of net sales of tab-cel until the later of 12 years after the first commercial sale in such country, the expiration of specified patent rights, or the expiration of all regulatory exclusivity for such product on a country-by-country basis. We are negotiating a separate manufacturing and supply agreement with Pierre Fabre for us to manufacture tab-cel for Pierre Fabre to use in the Territory based on a fixed price through December 31, 2023 and cost plus a margin post January 1, 2024. We are responsible for manufacturing and supplying Pierre Fabre with tab-cel for commercialization in the Territory at Pierre Fabre’s cost for a minimum of seven years from the first commercial sale, as defined in the Pierre Fabre Commercialization Agreement, of tab-cel in the Territory. Following this period, we have the option to transfer the manufacturing responsibility and related manufacturing technology to a third party contract manufacturing organization (“CMO”), and Pierre Fabre may also elect to directly assume the manufacturing responsibility and receive the related manufacturing technology. We are also responsible for cell selection services at our cost for a certain period of time unless the parties agree to transfer the related cell selection technology to Pierre Fabre prior to this date. After this period of time, if we agree to continue to provide cell selection services, it shall be at the sole expense of Pierre Fabre. We have formed a joint steering committee with Pierre Fabre that provides oversight, decision making and implementation guidance regarding the commercialization activities covered under the agreement. Under the Pierre Fabre Commercialization Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 45 million upfront payment, constituted the entire consideration to be included in the transaction price at the outset of the arrangement. Revenue associated with the upfront fee for the single performance obligation will be deferred until the initial delivery of services related to the manufacture and supply and cell selection and then recognized over the period during which Pierre Fabre’s material right to these services exists. The $ 45.0 million upfront fee is recorded as deferred revenue as of September 30, 2022 , of which $ 2.7 million is included in current liabilities and $ 42.3 million is included in long-term liabilities, and we expect to recognize this revenue over the next 12 years. The potential development and commercial milestone payments that we are eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained based on the probability of achievement or have not been earned. None of the future royalty and sales-based milestone payments were included in the transaction price, as the potential payments represent sales-based consideration. We will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust our estimate of the transaction price. No development or commercial milestone payments have been earned or received through September 30, 2022. Bayer Agreements Research, Development and License Agreement In December 2020, we entered into the Bayer License Agreement to develop mesothelin-directed CAR T-cell therapies for the treatment of solid tumors, pursuant to which we granted to Bayer an exclusive, field-limited license under the applicable patents and know-how owned or controlled by us and our affiliates covering or related to ATA2271 and ATA3271 (the “Licensed Products”). Under the terms of the Bayer License Agreement, we were responsible at our cost for all mutually agreed preclinical and clinical activities for ATA2271 through the first in human Phase 1 clinical study in collaboration with MSK, following which Bayer was to be responsible for the further development of ATA2271 at its cost. Bayer was responsible for the development of ATA3271 at Bayer’s cost, except for certain mutually agreed preclinical, translational, manufacturing and supply chain activities performed by us relating to ATA3271. Bayer was also solely responsible for commercializing the Licensed Products at its cost. In December 2020, we received an upfront cash payment of $ 45.0 million from Bayer for the exclusive license grant, net of applicable withholding taxes, which were fully recovered in August 2021, and an additional $ 15.0 million reimbursement payment for certain research and process development activities that were to be performed by us. The transaction price at inception consisted of a $ 45.0 million upfront payment for the license, $ 15.0 million for certain research and process development activities and the $ 5.0 million for additional specified translational activities, and this amount was allocated to the single performance obligation. The potential development and commercial milestone payments that we were eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained based on the probability of achievement. None of the future royalty and sales-based milestone payments were included in the transaction price, as the potential payments represent sales-based consideration. We reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust our estimate of the transaction price. Technology Transfer Agreement In March 2021, we entered into a Technology Transfer Agreement with Bayer (the “Bayer Tech Transfer Agreement”), which was contemplated as part of the Bayer License Agreement, to transfer to Bayer the ATA3271 manufacturing process being developed as part of the CMC services in the Bayer License Agreement. Upon entering into the agreement, we invoiced Bayer 20 percent of the total fee of $ 15.3 million under the Bayer Tech Transfer Agreement, or $ 3.1 million, which we received in the second quarter of 2021 and invoiced and received 40 percent of the total fee, or $ 6.1 million, in the first quarter of 2022. Under the Bayer Tech Transfer Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 15.3 million fee constituted the entire consideration to be included in the transaction price, and this amount was allocated to the single performance obligation as identified under the Bayer License Agreement. We utilize a cost-based input method to recognize revenue based on the amount of actual costs incurred relative to the total budgeted costs expected to be incurred for the combined performance obligation. Manufacturing and Supply Agreement In March 2021, we entered into a Manufacturing and Supply Agreement with Bayer (the “Bayer Manufacturing Agreement”), which was contemplated as part of the Bayer License Agreement, to manufacture Phase 1 and 2 allogeneic mesothelin-directed CAR T-cell therapies for Bayer to use in clinical trials at a price based on our costs plus a margin, which is consistent with our standalone selling price. Under the Bayer Manufacturing Agreement, we were also to provide storage and distribution services to Bayer at a price that is consistent with our standalone selling price for these services. Upon entering into the Bayer Manufacturing Agreement, Bayer submitted, and we approved, a binding purchase order for manufacturing services and storage services. Any fees for the manufacturing services are invoiceable as follows: (i) 50 percent upon written acceptance by us of the binding purchase order, and (ii) the remainder upon delivery of the certification of analysis of such lots to Bayer. Storage and distribution services are billed monthly as those services are provided to Bayer. In March 2021, we invoiced Bayer 50 percent of the total estimated supply price of $ 13.1 million for manufacturing services under the initial purchase order for the supply of six lots, or $ 6.6 million, which we received in the second quarter of 2021. The remainder of the supply price is invoiceable upon the release of the lots ordered by Bayer. Under the Bayer Manufacturing Agreement, in order to evaluate the appropriate transaction price, we determined that the $ 13.1 million fee constituted the entire consideration to be included in the transaction price, and this amount was allocated to the single performance obligation as identified under the Bayer License Agreement. Revenue for the manufacturing services for the initial six lots is recognized based on the amount of actual costs incurred relative to the total budgeted costs expected to be incurred for the combined performance obligation. Revenue for the storage services is recognized over time as those services are provided. Revenue for the distribution services is recognized at a point in time when the product is delivered to a clinical site designated by Bayer. Bayer Agreements Termination and Revenue Recognition In May 2022, Bayer notified us of its decision to terminate the Bayer Agreements, and on August 2, 2022, we entered into the Bayer Termination Agreement with an effective date of July 31, 2022. Upon the termination effective date, full product development rights related to ATA2271 and ATA3271 reverted to Atara. In return for certain activities performed by Atara prior to the termination effective date, Bayer paid Atara $ 4.2 million in September 2022. Utilizing the cost-based input method, we recognized license and collaboration revenue of $ 4.2 million and $ 61.8 million for the three and nine months ended September 30, 2022, respectively, under the Bayer Agreements and Bayer Termination Agreement. For the three and nine months ended September 30, 2021 , we recognized license and collaboration revenue of $ 5.4 million and $ 12.8 million, respectively, under the Bayer Agreements. There was no deferred revenue related to the Bayer Agreements as of September 30, 2022 , compared to $ 51.5 million as of December 31, 2021. No development or sales-based milestone payments have been earned or received. |
Sale of ATOM Facility
Sale of ATOM Facility | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of ATOM Facility | 7. Sale of ATOM Facility On April 4, 2022, we completed the sale of the ATOM Facility to FDB for net proceeds of $ 94.8 million, after deducting transaction costs of $ 4.6 million and other adjustments to the purchase price. The sale resulted in a gain of $ 50.2 million included within Other income (expense), net for the three and nine months ended September 30, 2022 . As disclosed in Note 8, although we have assigned the lease for the ATOM Facility to FDB, we have not received novation from the landlord. Therefore, the lease-related assets and liabilities for the ATOM Facility remain on our balance sheet. Refer to the summary of assets sold and gain on sale of the ATOM Facility: (in thousands) Net proceeds from sale of ATOM Facility $ 94,765 Assets sold: Prepaid expenses and other current assets $ 190 Property and equipment, net 44,299 Other assets 39 Less: Assets sold 44,528 Gain on sale of ATOM Facility $ 50,237 In connection with the sale, we entered into a Transition Services Agreement (“TSA”) with FDB, pursuant to which we are assisting them in the transition of certain functions, including, but not limited to, information technology, finance and technical operations. FDB will reimburse us at cost for all third-party expenses incurred in conjunction with the TSA and for time incurred by our employees to satisfy requirements set forth by the TSA. The reimbursements are recorded as reductions to the related Operating expenses and the amounts associated with reimbursements for employee time incurred were not material for the three and nine months ended September 30, 2022. Any amounts owed to us by FDB under the TSA as of September 30, 2022 are included in Prepaid expenses and other current assets. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases We lease office space in South San Francisco, California under a non-cancellable lease agreement. In December 2021, we entered into a second amendment with the landlord to extend the lease term through May 2025 . The amended lease agreement does not include an option to extend the lease term. In connection with the amended lease, we are required to maintain a letter of credit in the amount of $ 0.1 million to the landlord. In October 2022, we entered into a sub-lease agreement for this office space. The sub-lease term commenced in November 2022 and expires in April 2025 , with no option to extend the sub-lease term. Subsequently, we have moved our corporate headquarters to our office space in Thousand Oaks, California. In November 2018, we entered into a lease agreement for this office space that expires in February 2026 and for which we have the option to extend the lease for an additional period of five years after the initial term. In March 2021, we entered into a new lease agreement for approximately 33,659 square feet of office, lab and warehouse space in Thousand Oaks, California. During the third quarter of 2021, the initial 10.5 -year lease term commenced, upon substantial completion of the landlord’s work as defined under the agreement. Base rent is subject to annual increases of 3 % with each annual anniversary of the rent commencement date. We have the option to extend this lease for two additional five-year periods after the initial term. Additionally, in 2021, we entered into an amended lease agreement for our office and lab space in Aurora, Colorado, to add additional lab space. In February 2017, we entered into a lease agreement (the “ATOM Lease”) for approximately 90,580 square feet of office, lab and cellular therapy manufacturing space in Thousand Oaks, California. The initial 15-year term of the lease commenced on February 15, 2018, upon the substantial completion of landlord’s work as defined under the agreement. In connection with the lease, we were required to issue a letter of credit in the amount of $ 1.2 million to the landlord, which is recorded as restricted cash in our consolidated balance sheet. In April 2022, we assigned the ATOM Lease to FDB in connection with the closing of the sale of the ATOM Facility to FDB. Under ASC 842, we are considered to be the sub-lessor of the ATOM Lease and we record rental income as a reduction to rent expense within operating expenses. Rental income was not material for the three and nine-months ended September 30, 2022. We evaluated our vendor contracts to identify embedded leases and determined that the Fujifilm MSA contained items that constituted a lease under ASC 842, Leases , as Atara has the right to substantially all of the economic benefits from the use of the asset and can direct the use of the asset. We concluded that the Fujifilm MSA contains an embedded operating lease for certain dedicated processing rooms for the manufacturing of Atara product and an embedded finance lease for certain freezers dedicated for Atara’s use. The Fujifilm MSA includes contractual obligations in the form of payments for the processing rooms and the freezers, each over a term of five year s. The maturities of lease liabilities under our operating and finance leases as of September 30, 2022 were as follows: Operating Leases Finance Leases Years Ending December 31, (in thousands) 2022 $ 4,246 $ 329 2023 17,900 1,250 2024 18,035 1,242 2025 17,880 1,263 2026 16,557 1,285 Thereafter 21,409 436 Total lease payments $ 96,027 $ 5,805 Less: amount representing interest ( 23,929 ) ( 1,206 ) Present value of lease liabilities $ 72,098 $ 4,599 Balance as of September 30, 2022 Other current liabilities $ 11,026 $ 837 Operating lease liabilities - long-term 61,072 — Other long-term liabilities — 3,762 Total $ 72,098 $ 4,599 The components of lease cost were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Operating lease cost: Operating lease cost $ 4,299 $ 998 $ 9,945 $ 2,496 Short-term lease cost 79 202 345 629 Total operating lease cost $ 4,378 $ 1,200 $ 10,290 $ 3,125 Finance lease cost: Amortization expense $ 265 $ 59 $ 608 $ 187 Interest on lease liabilities 123 7 256 25 Total finance lease cost $ 388 $ 66 $ 864 $ 212 Other information related to leases was as follows: Nine Months Ended September 30, 2022 2021 (in thousands, except lease term and discount rate) Supplemental Cash Flows Information Cash paid for amounts included in the measurement of Operating cash flows for operating leases $ 10,504 $ 2,515 Operating cash flows for finance leases 256 25 Financing cash flows for finance leases 396 192 Operating lease assets obtained in exchange for lease obligations: $ 50,779 $ 13,427 Finance lease assets obtained in exchange for lease obligations: 4,795 — Weighted Average Remaining Lease Term Operating leases 6.2 years 9.7 years Finance leases 4.5 years 1.2 years Weighted Average Discount Rate Operating leases 9.9 % 9.7 % Finance leases 10.4 % 9.6 % |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 9. Restructuring On August 8, 2022, we announced a strategic reduction in workforce of approximately 20 % to focus our activities as an organization centered on research and development. The workforce reduction is expected to include total restructuring charges of $ 6.3 million, comprised primarily of severance payments, wages for the 60-day notice period in accordance with the California Worker Adjustment and Retraining Notification Act and continuing health care coverage for a period of time after separation. In most cases, the severance payments were paid as a lump sum in October 2022. Certain of the notified employees had employment agreements which provided for separation benefits in the form of salary continuation; these benefits will be paid between October 2022 and November 2023. All of the costs are cash expenditures and primarily represent one-time termination benefits. We recorded the following restructuring charges associated with the reduction in force : Three and Nine Months Ended September 30, 2022 (in thousands) Research and development expense $ 2,710 General and administrative expense 3,180 Total restructuring charges $ 5,890 The following restructuring liability activity was recorded in connection with the reduction in force for the three and nine months ended September 30, 2022, of which $ 4.0 million is included within Other current liabilities and $ 0.1 million is included in Other long-term liabilities on the accompanying condensed consolidated balance sheet: As of September 30, 2022 Liability balance, January 1, 2022 $ — Total restructuring charges 5,890 Cash payments ( 1,806 ) Liability balance, September 30, 2022 $ 4,084 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies MSK In-license Agreements In June 2015, we entered into an exclusive license agreement with MSK for three clinical stage T-cell therapies. We are required to make payments to MSK based on achievement of specified regulatory and sales-related milestones, as well as mid-single-digit percentage tiered royalty payments based on future sales of products resulting from the development of the licensed product candidates, if any. In addition, under certain circumstances, we are required to make certain minimum annual royalty payments to MSK, which are creditable against earned royalties owed for the same annual period. We are also required to pay a low double-digit percentage of any consideration we receive for sublicensing the licensed rights. The license agreement expires on a product-by-product and country-by-country basis on the latest of: (i) expiration of the last licensed patent rights related to each licensed product, (ii) expiration of any market exclusivity period granted by law with respect to each licensed product, and (iii) a specified number of years after the first commercial sale of the licensed product in each country. Upon expiration of the license agreement, Atara will retain non-exclusive rights to the licensed products. In May and December 2018, we licensed additional technology from MSK. We are obligated to make additional milestone payments based on achievement of specified development, regulatory and sales-related milestones, as well as mid-single-digit percentage tiered royalty payments based on future sales of products resulting from the development of the licensed product candidates, if any. In March 2021, we amended and restated our license agreement with MSK to terminate our license to certain rights and license additional know-how rights not otherwise covered by our existing agreements. QIMR Berghofer In-license Agreements In October 2015, we entered into an exclusive license agreement and a research and development collaboration agreement with QIMR Berghofer. Under the terms of the license agreement, we obtained an exclusive, worldwide license to develop and commercialize allogeneic T-cell therapy programs utilizing technology and know-how developed by QIMR Berghofer. In September 2016, the exclusive license agreement and research and development collaboration agreement were amended and restated. Under the amended and restated agreements, we obtained an exclusive, worldwide license to develop and commercialize additional T-cell programs, as well as the option to license additional technology that we exercised in June 2018. We further amended and restated our license agreement and research and development collaboration agreements with QIMR Berghofer in August 2019 to terminate our license to certain rights. Our current license agreement also provides for various milestone and royalty payments to QIMR Berghofer based on future product sales, if any. Under the terms of our current research and development collaboration agreement, we are also required to reimburse the cost of agreed-upon development activities related to programs developed under the collaboration. These payments are expensed on a straight-line basis over the related development periods. The agreement also provides for various milestone payments to QIMR Berghofer based on achievement of certain developmental and regulatory milestones. Other In-license and Collaboration Agreements From time to time, we have entered into other license and collaboration agreements with other parties. For example, we licensed rights related to our next-generation CAR T programs from Moffitt Cancer Center in August 2018, and we agreed to collaborate through sponsored research in connection with each of these licenses. We also licensed rights related to our MSK-partnered next-generation CAR T programs from the National Institutes of Health in December 2018. Milestones and royalties under each of the above agreements are contingent upon future events and will be recorded as expense when the underlying milestones are achieved or royalties are earned. As of September 30, 2022 and December 31, 2021, there were no material outstanding obligations for milestones and royalties under our license and collaboration agreements. CRL Manufacturing Agreement In December 2019, we entered into a Commercial Manufacturing Services Agreement (the “Manufacturing Agreement”) with Cognate BioServices, Inc., which was acquired by Charles River Laboratories Inc. (“CRL”) in March 2021. Pursuant to the Manufacturing Agreement, CRL provides manufacturing services for certain of our product candidates. On August 1, 2022, we entered into an amendment to the Manufacturing Agreement with CRL to extend the term of the Manufacturing Agreement until January 31, 2023. We may terminate the Manufacturing Agreement for convenience on six months’ written notice to CRL, or immediately if CRL is unable to perform the services under the Manufacturing Agreement or fails to obtain or maintain certain necessary approvals. Fujifilm Master Services and Supply Agreement In January 2022, we entered into the Fujifilm MSA, which became effective upon the closing of the sale of the ATOM Facility on April 4, 2022 and could extend for up to ten years . Pursuant to the Fujifilm MSA, FDB will supply us with specified quantities of our cell therapy products (if approved) and product candidates, manufactured in accordance with cGMP standards. We have certain non-cancellable minimum commitments to purchase products and services over the first five years of the Fujifilm MSA. The Fujifilm MSA does not obligate us to purchase products (if approved) and product candidates exclusively from FDB. Other Research, Development and Manufacturing Agreements We may enter into other contracts in the normal course of business with clinical research organizations for clinical trials, with CMOs for clinical supplies, and with other vendors for pre-clinical studies, supplies and other services for our operating purposes. These contracts generally provide for termination on notice. As of September 30, 2022 and December 31, 2021, there were no material amounts accrued related to contract termination charges. Minimum Commitments The non-cancellable minimum commitments for products and services, subject to agreements with a term of greater than one year with clinical research organizations and CMOs, excluding those recognized on our balance sheet, as of September 30, 2022 are set forth below: Calendar Year Remaining Minimum Commitment as of September 30, 2022 (in thousands) 2022 $ 4,185 2023 19,420 2024 14,085 2025 13,308 2026 9,605 2027 3,388 Total $ 63,991 We have incurred $ 8.3 and $ 10.0 million against the minimum commitments for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, we have accrued $ 6.0 million in research and development expenses related to minimum purchase commitments. As of December 31, 2021, no material such amounts were accrued. Indemnification Agreements In the normal course of business, we enter into contracts and agreements that contain a variety of representations and warranties and provide for indemnification for certain liabilities. The exposure under these agreements is unknown because it involves claims that may be made against us in the future but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. We also have indemnification obligations to our directors and executive officers for specified events or occurrences, subject to some limits, while they are serving at our request in such capacities. There have been no claims to date, and we believe the fair value of these indemnification agreements to be minimal. Accordingly, we did no t record liabilities for these agreements as of September 30, 2022 and December 31, 2021. Contingencies From time to time, we may be involved in legal proceedings, as well as demands, claims and threatened litigation, which arise in the normal course of our business or otherwise. The ultimate outcome of any litigation is uncertain and unfavorable outcomes could have a negative impact on our results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on us because of the defense costs, diversion of management resources and other factors. We are not currently involved in any material legal proceedings. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Our authorized capital stock consists of 520,000,000 shares, all with a par value of $ 0.0001 per share, of which 500,000,000 shares are designated as common stock and 20,000,000 shares are designated as preferred stock. There were no shares of preferred stock outstanding as of September 30, 2022 and December 31, 2021. Equity Offerings As part of our July 2019 underwritten public offering, we issued and sold pre-funded warrants to purchase 2,945,026 shares of common stock in an underwritten public offering pursuant to a shelf registration on Form S-3. Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price of $ 0.0001 per share and expires seven years from the date of issuance. These warrants were recorded as a component of stockholders’ equity within additional paid-in capital. Per the terms of the warrant agreement, a holder of the outstanding warrants is not entitled to exercise any portion of any pre-funded warrant if, upon exercise of the warrant, the holder’s ownership (together with its affiliates) of our common stock or combined voting power of our securities beneficially owned by such holder (together with its affiliates) would exceed 9.99 % after giving effect to the exercise (“Maximum Ownership Percentage”). Upon at least 61 days’ prior notice to us by the holder, any holder may increase or decrease the Maximum Ownership Percentage to any other percentage not to exceed 19.99 %. As of September 30, 2022 , pre-funded warrants to purchase 2,888,526 shares of our common stock from the July 2019 underwritten public offering were outstanding. In the second and fourth quarters of 2020, we issued and sold pre-funded warrants to purchase 2,866,961 and 2,040,816 shares of common stock, respectively, in underwritten public offerings pursuant to a shelf registration on Form S-3, with terms similar to those described above. As of September 30, 2022, all of the pre-funded warrants issued and sold as part of the 2020 underwritten public offerings were outstanding. ATM Facility In November 2021, we entered into a sales agreement (the “2021 ATM Facility”) with Cowen and Company, LLC (“Cowen”), which provides for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million through Cowen, as our sales agent. The issuance and sale of these shares by us pursuant to the 2021 ATM Facility are deemed “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and are registered under the Securities Act. We pay a commission of up to 3.0 % of gross sales proceeds of any common stock sold under the 2021 ATM Facility. There were no sales of common stock under the 2021 ATM Facility in the three months ended September 30, 2022. During the nine months ended September 30, 2022 , we sold an aggregate of 1,319,878 shares of common stock under the 2021 ATM Facility, at an average price of $ 15.88 per share, for gross proceeds of $ 21.0 million and net proceeds of $ 20.5 million, after deducting commissions and other offering expenses payable by us. As of September 30, 2022 , $ 57.4 million of common stock remained available to be sold under the 2021 ATM Facility, subject to certain conditions as specified in the sales agreements. Equity Incentive Plans Under the terms of the 2014 Equity Incentive Plan, as amended (“2014 EIP”), we may grant stock options, restricted stock awards (“RSAs”) and RSUs to employees, directors, consultants and other service providers. RSUs generally vest over four years . We have granted performance-based RSUs to certain of our employees that provide for the issuance of common stock if specified Company performance criteria related to our clinical programs are achieved. The number of performance-based RSUs that ultimately vests depends upon if and which performance criteria are achieved, as well as the employee’s continuous service, as defined in the 2014 EIP, through the date of vesting. The fair value of performance-based RSUs is determined as the closing stock price on the date of grant. Stock options are granted at prices no less than 100 % of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an option granted to a 10 % shareholder cannot be less than 110 % of the estimated fair value of the shares on the date of grant. Options granted generally vest over four years and expire in seven to ten years . We have granted performance-based stock options to certain of our employees that provide for the issuance of a right to purchase a share of common stock if specified Company performance criteria related to product candidate partnerships are achieved. The vesting of performance-based stock options depends upon if and when the performance criteria are achieved, as well as the employee’s continuous service as defined in the 2014 EIP, through the date of vesting. As of September 30, 2022 , a total of 19,345,402 shares of common stock were reserved for issuance under the 2014 EIP, of which 3,782,578 shares were available for future grant and 15,562,824 shares were subject to outstanding options and RSUs, including performance-based awards. In February 2018, we adopted the 2018 Inducement Plan (“Inducement Plan”), under which we may grant options, stock appreciation rights, RSAs and RSUs to new employees. In November 2020, September 2021 and June 2022 we amended the Inducement Plan to reserve an additional 1,500,000 shares of the Company’s common stock for issuance under the Inducement Plan in each case. As of September 30, 2022 , 5,262,428 shares of common stock were reserved for issuance under the Inducement Plan, of which 1,597,537 shares were available for future grant and 3,664,891 shares were subject to outstanding options and RSUs. Restricted Stock Units The following is a summary of RSU activity under our 2014 EIP and Inducement Plan: RSUs Shares Weighted Balance as of December 31, 2021 5,592,358 $ 16.22 Granted 5,596,877 $ 8.53 Forfeited ( 1,651,365 ) $ 13.80 Vested ( 1,612,294 ) $ 16.03 Balance as of September 30, 2022 7,925,576 $ 11.33 As of September 30, 2022 , there was $ 80.6 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted average period of 2.7 years. Stock Options The following is a summary of stock option activity under our 2014 EIP and Inducement Plan: Shares Weighted Average Weighted Average Aggregate Intrinsic Balance as of December 31, 2021 9,219,837 $ 20.81 6.4 $ 12,810 Granted 3,533,596 9.17 — — Exercised ( 15,989 ) 8.96 — — Forfeited or expired ( 1,435,305 ) 22.23 — — Balance as of September 30, 2022 11,302,139 $ 17.01 6.9 $ 92 Aggregate intrinsic value represents the difference between the closing stock price of our common stock on September 30, 2022 and the exercise price of outstanding, in-the-money options. As of September 30, 2022 , there was $ 37.1 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 2.6 years. This excludes unrecognized stock-based compensation expense for performance-based stock options that were deemed not probable of vesting in accordance with U.S GAAP. Reserved Shares The following shares of common stock were reserved for future issuance under our equity incentive plans as of September 30, 2022: Total Shares 2014 Equity Incentive Plan 19,345,402 2018 Inducement Plan 5,262,428 2014 Employee Stock Purchase Plan 790,455 Total reserved shares of common stock 25,398,285 Stock-based Compensation Expense Total stock-based compensation expense related to all employee and non-employee stock awards was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development $ 7,986 $ 7,816 $ 24,361 $ 23,617 General and administrative 6,037 5,946 18,114 16,220 Total stock-based compensation expense $ 14,023 $ 13,762 $ 42,475 $ 39,837 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Atara and its wholly owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the Company’s consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any other future period. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. |
Liquidity | Liquidity We have incurred significant operating losses since inception and have relied primarily on public and private equity financings and receipts from license and collaboration agreements to fund our operations. As we continue to incur losses, our transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support our cost structure. We may never achieve sustained operating cash inflows or profitability. We expect that existing cash, cash equivalents and short-term investments as of September 30, 2022, together with certain anticipated cash inflows related to the Pierre Fabre Commercialization Agreement, will be sufficient to fund our planned operations for at least the next twelve months from the date of issuance of these financial statements. However, the uncertainties inherent in the Company’s future operations and in our ability to obtain additional funding may raise substantial doubt about our ability to continue as a going concern in future reporting periods. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Although we have been successful in raising capital in the past, and expect to continue to raise capital as required, there is no assurance that we will be successful in obtaining additional funding on terms acceptable to the Company, if at all. If we are unable to obtain sufficient funding on acceptable terms, we could be forced to delay, limit, reduce or terminate preclinical studies, clinical studies or other development activities for one or more of our product candidates. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Significant estimates relied upon in preparing these financial statements include estimates related to revenue recognition, clinical study and other accruals, stock-based compensation expense and income taxes. Actual results could differ materially from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We consider the applicability and impact of any recent Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Based on our assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on our condensed consolidated financial statements. |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded From Computation of Diluted Net Loss per Common Share | The following table represents the potential common shares issuable pursuant to outstanding securities as of the related period end dates that were excluded from the computation of diluted net loss per common share, as their inclusion would have an antidilutive effect: As of September 30, 2022 2021 Unvested RSUs 7,915,826 4,817,939 Vested and unvested options 10,954,723 9,333,994 ESPP share purchase rights 264,967 101,504 Total 19,135,516 14,253,437 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Estimated Fair Value and Related Valuation Input Hierarchy of Available-for-Sale Securities | The following tables summarize the estimated fair value and related valuation input hierarchy of our available-for-sale securities as of each period end: Total Total Total Total Amortized Unrealized Unrealized Estimated As of September 30, 2022: Input Level Cost Gain Loss Fair Value (in thousands) Money market funds Level 1 $ 50,203 $ — $ — $ 50,203 U.S. Treasury obligations Level 2 84,198 1 ( 691 ) 83,508 Government agency obligations Level 2 14,628 — ( 124 ) 14,504 Corporate debt obligations Level 2 102,579 2 ( 2,016 ) 100,565 Commercial paper Level 2 7,982 — — 7,982 Asset-backed securities Level 2 8,003 — ( 131 ) 7,872 Total available-for-sale securities 267,593 3 ( 2,962 ) 264,634 Less: amounts classified as cash equivalents ( 64,344 ) — — ( 64,344 ) Amounts classified as short-term investments $ 203,249 $ 3 $ ( 2,962 ) $ 200,290 Total Total Total Total Amortized Unrealized Unrealized Estimated As of December 31, 2021: Input Level Cost Gain Loss Fair Value (in thousands) Money market funds Level 1 $ 89,738 $ — $ — $ 89,738 U.S. Treasury obligations Level 2 111,832 1 ( 138 ) 111,695 Government agency obligations Level 2 21,346 — ( 23 ) 21,323 Corporate debt obligations Level 2 99,757 6 ( 190 ) 99,573 Commercial paper Level 2 36,993 — — 36,993 Asset-backed securities Level 2 10,174 1 ( 25 ) 10,150 Total available-for-sale securities 369,840 8 ( 376 ) 369,472 Less: amounts classified as cash equivalents ( 104,488 ) — — ( 104,488 ) Amounts classified as short-term investments $ 265,352 $ 8 $ ( 376 ) $ 264,984 |
Amortized Cost and Fair Value of Available for Sale Securities by Contractual Maturity | The amortized cost and fair value of our available-for-sale securities by contractual maturity were as follows: As of September 30, 2022 As of December 31, 2021 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value (in thousands) (in thousands) Maturing within one year $ 223,910 $ 222,389 $ 278,457 $ 278,354 Maturing in one to five years 43,683 42,245 91,383 91,118 Total available-for-sale securities $ 267,593 $ 264,634 $ 369,840 $ 369,472 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets that sum to the total of the same such amounts in the condensed consolidated statement of cash flows: September 30, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 65,114 $ 106,084 Restricted cash - short term 1,346 194 Restricted cash - long term — 1,200 Total cash, cash equivalents and restricted cash $ 66,460 $ 107,478 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of each period end: September 30, December 31, 2022 2021 (in thousands) Leasehold improvements $ 1,415 $ 50,142 Lab equipment 15,098 14,060 Machinery and equipment 600 5,228 Computer equipment and software 1,172 4,245 Furniture and fixtures 1,297 2,518 Construction in progress 35 6,325 Property and equipment, gross 19,617 82,518 Less: accumulated depreciation and amortization ( 12,347 ) ( 28,738 ) Property and equipment, net $ 7,270 $ 53,780 |
Sale of ATOM Facility (Tables)
Sale of ATOM Facility (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of the carrying amount assets sold and the gain on sale | Refer to the summary of assets sold and gain on sale of the ATOM Facility: (in thousands) Net proceeds from sale of ATOM Facility $ 94,765 Assets sold: Prepaid expenses and other current assets $ 190 Property and equipment, net 44,299 Other assets 39 Less: Assets sold 44,528 Gain on sale of ATOM Facility $ 50,237 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities Under Operating and Finance Leases | The maturities of lease liabilities under our operating and finance leases as of September 30, 2022 were as follows: Operating Leases Finance Leases Years Ending December 31, (in thousands) 2022 $ 4,246 $ 329 2023 17,900 1,250 2024 18,035 1,242 2025 17,880 1,263 2026 16,557 1,285 Thereafter 21,409 436 Total lease payments $ 96,027 $ 5,805 Less: amount representing interest ( 23,929 ) ( 1,206 ) Present value of lease liabilities $ 72,098 $ 4,599 Balance as of September 30, 2022 Other current liabilities $ 11,026 $ 837 Operating lease liabilities - long-term 61,072 — Other long-term liabilities — 3,762 Total $ 72,098 $ 4,599 |
Components of Lease Cost | The components of lease cost were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Operating lease cost: Operating lease cost $ 4,299 $ 998 $ 9,945 $ 2,496 Short-term lease cost 79 202 345 629 Total operating lease cost $ 4,378 $ 1,200 $ 10,290 $ 3,125 Finance lease cost: Amortization expense $ 265 $ 59 $ 608 $ 187 Interest on lease liabilities 123 7 256 25 Total finance lease cost $ 388 $ 66 $ 864 $ 212 |
Summary of Other Information Related to Leases | Other information related to leases was as follows: Nine Months Ended September 30, 2022 2021 (in thousands, except lease term and discount rate) Supplemental Cash Flows Information Cash paid for amounts included in the measurement of Operating cash flows for operating leases $ 10,504 $ 2,515 Operating cash flows for finance leases 256 25 Financing cash flows for finance leases 396 192 Operating lease assets obtained in exchange for lease obligations: $ 50,779 $ 13,427 Finance lease assets obtained in exchange for lease obligations: 4,795 — Weighted Average Remaining Lease Term Operating leases 6.2 years 9.7 years Finance leases 4.5 years 1.2 years Weighted Average Discount Rate Operating leases 9.9 % 9.7 % Finance leases 10.4 % 9.6 % |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summarizes of future termination benefit payments | : Three and Nine Months Ended September 30, 2022 (in thousands) Research and development expense $ 2,710 General and administrative expense 3,180 Total restructuring charges $ 5,890 |
Restructuring of Labiality Activity | the accompanying condensed consolidated balance sheet: As of September 30, 2022 Liability balance, January 1, 2022 $ — Total restructuring charges 5,890 Cash payments ( 1,806 ) Liability balance, September 30, 2022 $ 4,084 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Commitments | The non-cancellable minimum commitments for products and services, subject to agreements with a term of greater than one year with clinical research organizations and CMOs, excluding those recognized on our balance sheet, as of September 30, 2022 are set forth below: Calendar Year Remaining Minimum Commitment as of September 30, 2022 (in thousands) 2022 $ 4,185 2023 19,420 2024 14,085 2025 13,308 2026 9,605 2027 3,388 Total $ 63,991 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSU Activity | The following is a summary of RSU activity under our 2014 EIP and Inducement Plan: RSUs Shares Weighted Balance as of December 31, 2021 5,592,358 $ 16.22 Granted 5,596,877 $ 8.53 Forfeited ( 1,651,365 ) $ 13.80 Vested ( 1,612,294 ) $ 16.03 Balance as of September 30, 2022 7,925,576 $ 11.33 |
Summary of Stock Option Activity | The following is a summary of stock option activity under our 2014 EIP and Inducement Plan: Shares Weighted Average Weighted Average Aggregate Intrinsic Balance as of December 31, 2021 9,219,837 $ 20.81 6.4 $ 12,810 Granted 3,533,596 9.17 — — Exercised ( 15,989 ) 8.96 — — Forfeited or expired ( 1,435,305 ) 22.23 — — Balance as of September 30, 2022 11,302,139 $ 17.01 6.9 $ 92 |
Schedule of Common Stock Reserved for Future Issuance Under Equity Incentive Plans | The following shares of common stock were reserved for future issuance under our equity incentive plans as of September 30, 2022: Total Shares 2014 Equity Incentive Plan 19,345,402 2018 Inducement Plan 5,262,428 2014 Employee Stock Purchase Plan 790,455 Total reserved shares of common stock 25,398,285 |
Schedule of Stock-based Compensation, Related to Employee and Nonemployee Stock Awards | Total stock-based compensation expense related to all employee and non-employee stock awards was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development $ 7,986 $ 7,816 $ 24,361 $ 23,617 General and administrative 6,037 5,946 18,114 16,220 Total stock-based compensation expense $ 14,023 $ 13,762 $ 42,475 $ 39,837 |
Description of Business (Detail
Description of Business (Detail) - USD ($) $ in Millions | 9 Months Ended | ||||
Sep. 30, 2022 | Aug. 31, 2022 | Aug. 08, 2022 | Apr. 04, 2022 | Jan. 31, 2022 | |
Description Of Business [Abstract] | |||||
Entity incorporation state | DE | ||||
Entity incorporation date | Aug. 01, 2012 | ||||
Cash consideration pursuant to asset purchase agreement | $ 94.8 | $ 100 | |||
Reduction In Current Workforce Percentage | 20% | 20% | |||
Supplemental Unemployment Benefits, Severance Benefits | $ 6.3 | $ 6.3 |
Net Loss per Common Share - Ant
Net Loss per Common Share - Antidilutive Securities Excluded From Computation of Diluted Net Loss per Common Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 19,135,516 | 14,253,437 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,915,826,000 | 4,817,939 |
Vested and Unvested Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 10,954,723 | 9,333,994 |
ESPP Share Purchase Rights | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 264,967 | 101,504,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Estimated Fair Value and Related Valuation Input Hierarchy of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Available-for-sale Securities [Line Items] | ||
Total Fair Value | $ 264,634 | $ 369,472 |
Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 267,593 | 369,840 |
Total Unrealized Gain | 3 | 8 |
Total Unrealized Loss | (2,962) | (376) |
Total Fair Value | 264,634 | 369,472 |
Money Market Funds | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 50,203 | 89,738 |
Total Unrealized Gain | 0 | 0 |
Total Unrealized Loss | 0 | 0 |
Total Fair Value | 50,203 | 89,738 |
U.S. Treasury Obligations | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 84,198 | 111,832 |
Total Unrealized Gain | 1 | 1 |
Total Unrealized Loss | (691) | (138) |
Total Fair Value | 83,508 | 111,695 |
Government Agency Obligations | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 14,628 | 21,346 |
Total Unrealized Gain | 0 | 0 |
Total Unrealized Loss | (124) | (23) |
Total Fair Value | 14,504 | 21,323 |
Corporate Debt Obligations | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 102,579 | 99,757 |
Total Unrealized Gain | 2 | 6 |
Total Unrealized Loss | (2,016) | (190) |
Total Fair Value | 100,565 | 99,573 |
Amounts Classified As Cash Equivalents | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | (64,344) | (104,488) |
Total Unrealized Gain | 0 | 0 |
Total Unrealized Loss | 0 | 0 |
Total Fair Value | (64,344) | (104,488) |
Asset-Backed Securities | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 8,003 | 10,174 |
Total Unrealized Gain | 0 | 1 |
Total Unrealized Loss | (131) | (25) |
Total Fair Value | 7,872 | 10,150 |
Commercial Paper | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 7,982 | 36,993 |
Total Unrealized Gain | 0 | 0 |
Total Unrealized Loss | 0 | 0 |
Total Fair Value | 7,982 | 36,993 |
Amounts Classified As Short-Term Investments | Fair Value, Measurements, Recurring | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Amortized Cost | 203,249 | 265,352 |
Total Unrealized Gain | 3 | 8 |
Total Unrealized Loss | (2,962) | (376) |
Total Fair Value | $ 200,290 | $ 264,984 |
Financial Instruments - Amortiz
Financial Instruments - Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized cost | ||
Maturing within one year, Amortized cost | $ 223,910 | $ 278,457 |
Maturing in one to five years, Amortized cost | 43,683 | 91,383 |
Total available-for-sale securities, Amortized cost | 267,593 | 369,840 |
Estimated Fair value | ||
Maturing within one year, Estimated fair value | 222,389 | 278,354 |
Maturing in one to five years, Estimated fair value | 42,245 | 91,118 |
Total available-for-sale securities, Estimated fair value | $ 264,634 | $ 369,472 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Financial Instruments Disclosure [Abstract] | |||
Accrued interest receivable | $ 800,000 | $ 800,000 | |
Write off, of accrued interest receivable | 0 | $ 0 | |
Restricted Cash | $ 1,300,000 | $ 1,400,000 |
Financial Instruments - Reconci
Financial Instruments - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Financial Instruments Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 65,114 | $ 106,084 | ||
Restricted cash - short term | 1,346 | 194 | ||
Restricted cash - long-term | 0 | 1,200 | ||
Total cash, cash equivalents and restricted cash | $ 66,460 | $ 107,478 | $ 114,603 | $ 201,798 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 19,617 | $ 82,518 |
Less: accumulated depreciation and amortization | (12,347) | (28,738) |
Property and equipment, net | 7,270 | 53,780 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,415 | 50,142 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 15,098 | 14,060 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 600 | 5,228 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,172 | 4,245 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,297 | 2,518 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 35 | $ 6,325 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||||
Depreciation and amortization expense | $ 1,400 | $ 2,300 | $ 4,398 | $ 6,857 |
Out-license Agreements - Additi
Out-license Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 02, 2022 | Dec. 31, 2021 | |
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
License and collaboration revenue | $ 4,459,000 | $ 5,370,000 | $ 63,352,000 | $ 12,792,000 | ||||||||
Deferred revenue - long-term | 42,338,000 | 42,338,000 | $ 55,708,000 | |||||||||
Bayer Research, Development, and License Agreement | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
Upfront cash payment received | $ 45,000,000 | |||||||||||
Additional upfront reimbursement payment for research and process development | 15,000,000 | |||||||||||
Determined upfront payment for license in order to evaluate transaction price | 45,000,000 | |||||||||||
Determined research and process development activities in order to evaluate transaction price | 15,000,000 | |||||||||||
Determined additional specified translational activities in order to evaluate transaction price | $ 5,000,000 | |||||||||||
Bayer Technology Transfer Agreement | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
License agreement amount invoiced percentage | 40% | 20% | ||||||||||
License agreement invoiced amount | $ 6,100,000 | $ 3,100,000 | ||||||||||
License agreement total fee | $ 15,300,000 | |||||||||||
Bayer Manufacturing Agreement | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
Written acceptance of binding purchase order percentage | 50% | 50% | ||||||||||
Bayer license agreement percentage of estimated supply price to be invoiced upon delivery | 50% | |||||||||||
Total estimated supply price | $ 13,100,000 | |||||||||||
Amount invoiced in March 2021 for 50% of total estimated supply price | $ 6,600,000 | |||||||||||
Determined fee constituted entire consideration included in transaction price | 13,100,000 | |||||||||||
License and collaboration revenue | 5,400,000 | $ 4,200,000 | 61,800,000 | $ 12,800,000 | ||||||||
Deferred revenue | $ 51,500,000 | |||||||||||
Agreement early termination liability | $ 4,200,000 | |||||||||||
Pierre Fabre Commercialization Agreement | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
Upfront cash payment received | $ 45,000,000 | 45,000,000 | ||||||||||
Royalty eligible to receive term after first commercial sale | 12 years | |||||||||||
Development or sales-based milestone payments earned or received | $ 0 | |||||||||||
Years of manufacturing and supplying cost | 7 years | |||||||||||
Determined upfront payment constituted entire consideration included in transaction price | $ 45,000,000 | |||||||||||
Payment exchange reduction Amount | 30,000,000 | |||||||||||
Pierre Fabre Commercialization Agreement | Long Term Liabilities | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
Deferred revenue - long-term | 42,300,000 | 42,300,000 | ||||||||||
Pierre Fabre Commercialization Agreement | Current liabilities | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
Deferred revenue - long-term | $ 2,700,000 | $ 2,700,000 | ||||||||||
Pierre Fabre Commercialization Agreement | Maximum | ||||||||||||
License Collaboration And Manufacturing Agreements [Line Items] | ||||||||||||
Aggregate milestone payments entitle to receive upon achieving certain regulatory and commercial milestones | $ 348,000,000 |
Sale of ATOM Facility - Summary
Sale of ATOM Facility - Summary of assets and gain sales (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net proceeds from sale of ATOM Facility | $ 94,765 | $ 0 |
Prepaid expenses and other current assets | 190 | |
Property and equipment, net | 44,299 | |
Other assets | 39 | |
Net assets sold | 44,528 | |
Gain on sale of ATOM Facility | $ 50,237 |
Sale of ATOM Facility - Additio
Sale of ATOM Facility - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash consideration pursuant to asset purchase agreement | $ 94,800 | $ 100,000 | ||||
Proceeds from transaction cost | $ 4,600 | |||||
Impairment loss | $ 50,200 | $ 50,200 | ||||
Cash received on closing of Fujifilm Transaction | 94,765 | $ 0 | ||||
Pre-tax gain on sale of business | $ 0 | $ 0 | $ 50,237 | $ 0 |
Leases (Additional Information)
Leases (Additional Information) (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 ft² | Sep. 30, 2022 | Dec. 31, 2021 USD ($) | Feb. 15, 2018 USD ($) ft² | |
Lessee, Lease, Description [Line Items] | ||||
Lease expiration date | May 31, 2025 | |||
South San Fransisco California | Line of credit | ||||
Lessee, Lease, Description [Line Items] | ||||
Letter of credit maintained | $ | $ 0.1 | |||
Thousand Oaks California | ||||
Lessee, Lease, Description [Line Items] | ||||
LeaseAgreementAreaOfOfficeLabAndWarehouseSpace | ft² | 33,659 | |||
Lease initial term | 10 years 6 months | |||
Percentage of annual increase in base rent | 3% | |||
Lease option to extend additional term | 5 years | |||
Lease agreement area of office lab and cellular therapy manufacturing space | ft² | 90,580 | |||
Thousand Oaks California | Line of credit | ||||
Lessee, Lease, Description [Line Items] | ||||
Letter of credit issued, classified as long-term restricted cash | $ | $ 1.2 | |||
Thousand Oaks California | Office Space | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease expiration date | Feb. 28, 2026 | |||
Lease option to extend additional term | November 2022 and expires in April 2025 | |||
MSA | Freezers | Embedded Leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease option to extend additional term | 5 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities Under Operating and Finance Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating leases, 2022 | $ 4,246 | |
Operating leases, 2023 | 17,900 | |
Operating leases, 2024 | 18,035 | |
Operating leases, 2025 | 17,880 | |
Operating leases, 2026 | 16,557 | |
Operating leases, Thereafter | 21,409 | |
Operating leases, Total minimum payments | 96,027 | |
Less: amount representing interest | (23,929) | |
Present value of lease liabilities | 72,098 | |
Other current liabilities | 11,026 | |
Operating lease liabilities - long-term | 61,072 | $ 25,518 |
Total | 72,098 | |
Finance leases, 2022 | 329 | |
Finance leases, 2023 | 1,250 | |
Finance leases, 2024 | 1,242 | |
Finance leases, 2025 | 1,263 | |
Finance leases, 2026 | 1,285 | |
Finance leases, Thereafter | 436 | |
Finance leases, Total minimum payments | 5,805 | |
Less: amount representing interest | (1,206) | |
Present value of lease liabilities | 4,599 | |
Other current liabilities | 837 | |
Other long-term liabilities | 3,762 | |
Total | $ 4,599 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
OperatingLeaseCostAbstract | ||||
Operating lease cost | $ 4,299 | $ 998 | $ 9,945 | $ 2,496 |
Short-term lease cost | 79 | 202 | 345 | 629 |
Total operating lease cost | 4,378 | 1,200 | 10,290 | 3,125 |
FinanceLeaseCostsAbstract | ||||
Interest on lease liabilities | 123 | 7 | 256 | 25 |
Amortization expense | 265 | 59 | 608 | 187 |
Total finance lease cost | $ 388 | $ 66 | $ 864 | $ 212 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CashPaidForAmountsIncludedInMeasurementOfLeaseLiabilitiesAbstract | ||
Operating cash flows for operating leases | $ 10,504 | $ 2,515 |
Operating cash flows for finance leases | 256 | 25 |
Financing cash flows for finance leases | 396 | 192 |
Operating lease assets obtained in exchange for lease obligations: | 50,779 | 13,427 |
Operating lease assets obtained in exchange for lease obligations | $ 4,795 | $ 0 |
WeightedAverageRemainingLeaseTermAbstract | ||
Operating leases | 6 years 2 months 12 days | 9 years 8 months 12 days |
Finance leases | 4 years 6 months | 1 year 2 months 12 days |
Weighted Average Discount Rate | ||
Operating leases | 9.90% | 9.70% |
Finance leases | 10.40% | 9.60% |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Aug. 31, 2022 | Aug. 08, 2022 |
Restructuring and Related Activities [Abstract] | |||
Reduction in current workforce | 20% | 20% | |
Supplemental Unemployment Benefits, Severance Benefits | $ 6.3 | $ 6.3 | |
Accrued expense restructuring | $ 4 | ||
Other current liabilities | $ 0.1 |
Restructuring - Summary of futu
Restructuring - Summary of future termination benefit payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 5,890 | $ 5,890 |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 3,180 | 3,180 |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 2,710 | $ 2,710 |
Restructuring - Restructuring l
Restructuring - Restructuring liability activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Liability balance, Beginning Balance | $ 0 | |
Restructuring Charges | $ 5,890 | 5,890 |
Cash payments restructuring | 1,806 | |
Liability balance, Ending Balance | $ 4,084 | $ 4,084 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||
Contractual obligations due to Bayer, MSK and QIMR | $ 0 | $ 0 | $ 0 | |
Minimum commitments Expense | 8,300,000 | 10,000,000 | ||
Accrued termination charges | 0 | 0 | 0 | |
Liabilities related to indemnification agreements | $ 0 | 0 | $ 0 | |
Research and development expenses related to minimum purchase commitments | $ 6,000,000 | |||
Fujifilm Master Services and Supply Agreement | ||||
Loss Contingencies [Line Items] | ||||
Supply agreement maximum extension term | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Contract Services with FDB under Fujifilm MSA Minimum Amounts Set Forth (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 4,185 |
2023 | 19,420 |
2024 | 14,085 |
2025 | 13,308 |
2026 | 9,605 |
2027 | 3,388 |
Total | $ 63,991 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Apr. 25, 2022 | Nov. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Jul. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Authorized capital stock | 520,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred stock, shares authorized | 20,000,000 | ||||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock value remaining to be sold | $ 0 | ||||||
Stock option granted description terms | the exercise price of an option granted to a 10% shareholder cannot be less than 110% of the estimated fair value of the shares on the date of grant. Options granted generally vest over four years and expire in seven to ten years. | ||||||
Ownership percent | 10% | ||||||
Shares of common stock, reserved for issuance | 25,398,285 | ||||||
2014 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock, reserved for issuance | 19,345,402 | ||||||
Outstanding options and RSUs | 15,562,824 | ||||||
Aggregate number of awards available for grant to be issued | 3,782,578,000 | ||||||
Inducement Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock, reserved for issuance | 5,262,428 | ||||||
Outstanding options and RSUs | 3,664,891 | ||||||
Aggregate number of awards available for grant to be issued | 1,597,537 | ||||||
Additional shares of common stock, reserved for issuance | 1,500,000 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 80,600,000 | ||||||
Unrecognized stock-based compensation weighted average recognition period | 2 years 8 months 12 days | ||||||
Restricted Stock Units (RSUs) | From Date Of Grant | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation, vesting period | 4 years | ||||||
Employees And Non Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation, vesting period | 4 years | ||||||
Unrecognized stock-based compensation | $ 37,100 | ||||||
Vested and Unvested Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation weighted average recognition period | 2 years 7 months 6 days | ||||||
Maximum | Employees And Non Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation award expiration period | 10 years | ||||||
Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of employees purchase price of common stock | 100% | ||||||
Minimum | 10% Shareholder | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of employees purchase price of common stock | 110% | ||||||
Minimum | Employees And Non Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share based compensation award expiration period | 7 years | ||||||
Underwritten Public Offering | 2019 Warrants | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Warrants outstanding | 2,888,526 | ||||||
Underwritten Public Offering | Warrant | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of warrants issued | 2,866,961 | 2,040,816 | 2,945,026 | ||||
Number of securities called by each warrant | 1 | ||||||
Warrants, exercise price | $ 0.0001 | ||||||
Warrants, term | 7 years | ||||||
Maximum ownership Percentage | 9.99% | ||||||
Underwritten Public Offering | Warrant | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum ownership Percentage | 19.99% | ||||||
Underwritten Public Offering | Warrant | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Prior notice period | 61 days | ||||||
At The Market Offering | Maximum | Cowen | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock aggregate offering price | $ 100,000,000 | ||||||
Percentage of commission to be paid on gross sales proceeds of common stock sold | 3% | ||||||
2020 ATM Facility | Cowen | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, shares issued | 1,319,878 | ||||||
Common stock average price | $ 15.88 | ||||||
Proceeds from sale of common stock, gross | $ 21,000,000 | ||||||
Proceeds from sale of common stock, net | 20,500,000 | ||||||
Common stock value remaining to be sold | $ 57,400,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of RSU Activity (Detail) - Unvested RSUs | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Balance as of December 31, 2021 | shares | 5,592,358 |
Shares, Granted | shares | 5,596,877 |
Shares, Forfeited | shares | (1,651,365) |
Shares, Vested | shares | (1,612,294) |
Balance as of June 30, 2022 | shares | 7,925,576 |
Balance as of December 31, 2021 | $ / shares | $ 16.22 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.53 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 13.80 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 16.03 |
Balance as of June 30, 2022 | $ / shares | $ 11.33 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Activity (Detail) - 2014 EIP and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding, Shares, beginning balance | 9,219,837 | |
Granted, Shares | 3,533,596 | |
Exercised, Shares | (15,989) | |
Forfeited or expired, Shares | (1,435,305) | |
Outstanding, Shares, ending balance | 11,302,139 | 9,219,837 |
Outstanding, Weighted Average Exercise Price, beginning balance | $ 20.81 | |
Granted, Weighted Average Exercise Price | 9.17 | |
Exercised, Weighted Average Exercise Price | 8.96 | |
Forfeited or expired, Weighted Average Exercise price | 22.23 | |
Outstanding, Weighted Average Exercise Price, ending balance | $ 17.01 | $ 20.81 |
Outstanding, Weighted Average Remaining Contractual Term | 6 years 10 months 24 days | 6 years 4 months 24 days |
Aggregate intrinsic value | $ 92 | $ 12,810 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance Under Equity Incentive Plans (Detail) | Sep. 30, 2022 shares |
Class Of Stock [Line Items] | |
Total reserved shares of common stock | 25,398,285 |
2014 Equity Incentive Plan | |
Class Of Stock [Line Items] | |
Total reserved shares of common stock | 19,345,402 |
2018 Inducement Plan | |
Class Of Stock [Line Items] | |
Total reserved shares of common stock | 5,262,428 |
2014 Employee Stock Purchase Plan | |
Class Of Stock [Line Items] | |
Total reserved shares of common stock | 790,455 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock-based Compensation Related to All Employee And Non-employee Stock Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 14,023 | $ 13,762 | $ 42,475 | $ 39,837 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 7,986 | 7,816 | 24,361 | 23,617 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 6,037 | $ 5,946 | $ 18,114 | $ 16,220 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Millions | Aug. 31, 2022 | Aug. 08, 2022 |
Subsequent Event [Line Items] | ||
Reduction in current workforce | 20% | 20% |
Supplemental Unemployment Benefits, Severance Benefits | $ 6.3 | $ 6.3 |