Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40631 | |
Entity Registrant Name | Caribou Biosciences, Inc. | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 45-3728228 | |
Entity Address Address Line1 | 2929 7th Street | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address City Or Town | Berkeley | |
Entity Address, State and Province | CA | |
Entity Address Postal Zip Code | 94710 | |
City Area Code | 510 | |
Local Phone Number | 982-6030 | |
Security12b Title | Common Stock, par value $0.0001 per share | |
Trading Symbol | CRBU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 90,317,771 | |
Entity Central Index Key | 0001619856 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 49,400 | $ 51,162 |
Marketable securities, short-term | 244,588 | 277,665 |
Accounts receivable | 917 | 148 |
Contract assets | 971 | 1,425 |
Other receivables | 1,725 | 2,286 |
Prepaid expenses and other current assets | 6,913 | 6,155 |
Total current assets | 304,514 | 338,841 |
NON-CURRENT ASSETS | ||
Investments in equity securities | 7,753 | 7,753 |
Marketable securities, long-term | 51,938 | 43,577 |
Property and equipment, net | 19,167 | 18,270 |
Operating lease, right of use assets | 21,659 | 22,182 |
Other assets | 1,794 | 1,586 |
TOTAL ASSETS | 406,825 | 432,209 |
CURRENT LIABILITIES | ||
Accounts payable | 5,940 | 3,120 |
Accrued expenses and other current liabilities | 18,990 | 21,135 |
Operating lease liabilities, current | 1,264 | 1,200 |
Deferred revenue ($2,487 and $2,487 from related party, respectively) | 2,827 | 2,847 |
Total current liabilities | 29,021 | 28,302 |
LONG-TERM LIABILITIES | ||
Deferred revenue, net of current portion ($3,108 and $3,730 from related party, respectively) | 5,428 | 6,102 |
MSKCC success payments liability | 2,636 | 2,939 |
Operating lease liabilities, non-current | 25,895 | 25,908 |
Deferred tax liabilities | 556 | 557 |
Total liabilities | 63,536 | 63,808 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.0001 per share, 300,000,000 shares authorized at March 31, 2024, and December 31, 2023, respectively; 90,314,501 and $88,448,948 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively | 9 | 8 |
Additional paid-in-capital | 684,121 | 667,648 |
Accumulated other comprehensive (loss) income | (322) | 30 |
Accumulated deficit | (340,519) | (299,285) |
Total stockholders’ equity | 343,289 | 368,401 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 406,825 | $ 432,209 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred revenue, current | $ 2,827 | $ 2,847 |
Deferred revenue, noncurrent | $ 5,428 | $ 6,102 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 90,314,501 | 88,448,948 |
Common stock, shares issued (in shares) | 90,314,501 | 88,448,948 |
Related Party | ||
Deferred revenue, current | $ 2,487 | $ 2,487 |
Deferred revenue, noncurrent | $ 3,108 | $ 3,730 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 2,429 | $ 3,502 |
Operating expenses: | ||
Research and development | 33,788 | 25,709 |
General and administrative | 14,643 | 8,909 |
Total operating expenses | 48,431 | 34,618 |
Loss from operations | (46,002) | (31,116) |
Other income (expense): | ||
Change in fair value of equity securities | 0 | (15) |
Change in fair value of MSKCC success payments liability | 303 | 255 |
Other income, net | 4,465 | 2,832 |
Total other income | 4,768 | 3,072 |
Net loss | (41,234) | (28,044) |
Other comprehensive income (loss): | ||
Net unrealized (loss) gain on available-for-sale marketable securities, net of tax | (352) | 788 |
Net comprehensive loss | $ (41,586) | $ (27,256) |
Net loss per share, basic (in dollars per share) | $ (0.46) | $ (0.46) |
Net loss per share, diluted (in dollars per share) | $ (0.46) | $ (0.46) |
Weighted-average common shares outstanding, basic (in shares) | 89,302,937 | 61,186,514 |
Weighted-average common shares outstanding, diluted (in shares) | 89,302,937 | 61,186,514 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 2,429 | $ 3,502 |
Related Party | ||
Revenue | $ 622 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 61,029,184 | ||||
Beginning balance at Dec. 31, 2022 | $ 300,871 | $ 6 | $ 499,598 | $ (1,518) | $ (197,215) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee stock plans (in shares) | 70,271 | ||||
Issuance of common stock upon employee stock plans | 404 | 404 | |||
Issuance of common stock on exercise of options (in shares) | 55,433 | ||||
Issuance of common stock on exercise of options | 115 | 115 | |||
Issuance of common stock in connection with at-the-market offering, net of offering expenses (in shares) | 168,635 | ||||
Issuance of common stock in connection with our at-the-market equity offering program, net of offering expenses | 1,007 | 1,007 | |||
Stock-based compensation expense | 3,131 | 3,131 | |||
Net loss | (28,044) | (28,044) | |||
Other comprehensive income (loss) | 788 | 788 | |||
Ending balance (in shares) at Mar. 31, 2023 | 61,323,523 | ||||
Ending balance at Mar. 31, 2023 | 278,272 | $ 6 | 504,255 | (730) | (225,259) |
Beginning balance (in shares) at Dec. 31, 2023 | 88,448,948 | ||||
Beginning balance at Dec. 31, 2023 | 368,401 | $ 8 | 667,648 | 30 | (299,285) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under employee stock plans (in shares) | 122,035 | ||||
Issuance of common stock upon employee stock plans | $ 667 | 667 | |||
Issuance of common stock on exercise of options (in shares) | 134,347 | 134,347 | |||
Issuance of common stock on exercise of options | $ 489 | 489 | |||
Issuance of common stock in connection with at-the-market offering, net of offering expenses (in shares) | 1,594,171 | ||||
Issuance of common stock in connection with our at-the-market equity offering program, net of offering expenses | $ 11,330 | $ 1 | 11,329 | ||
Issuance of common stock on RSU release (in shares) | 15,000 | ||||
Stock-based compensation expense | $ 3,988 | 3,988 | |||
Net loss | (41,234) | (41,234) | |||
Other comprehensive income (loss) | (352) | (352) | |||
Ending balance (in shares) at Mar. 31, 2024 | 90,314,501 | ||||
Ending balance at Mar. 31, 2024 | $ 343,289 | $ 9 | $ 684,121 | $ (322) | $ (340,519) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (41,234) | $ (28,044) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 710 | 589 |
Gain on disposal of fixed assets | 0 | (34) |
Change in fair value of equity securities | 0 | 15 |
Stock-based compensation expense | 3,988 | 3,131 |
Change in fair value of MSKCC success payments liability | (303) | (255) |
Acquired in-process research and development | 1,500 | 0 |
Accretion of discounts on investments in marketable securities, net | (1,539) | (1,494) |
Non-cash lease expense | 524 | 515 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (770) | (1,331) |
Contract assets | 454 | 607 |
Other receivables | 561 | 545 |
Prepaid expenses and other current assets | (758) | 1,811 |
Other assets | (209) | 62 |
Accounts payable | 2,720 | 1,502 |
Accrued expenses and other current liabilities | (2,204) | (4,138) |
Deferred revenue, current and long-term | (694) | (1,097) |
Operating lease liabilities | 51 | (323) |
Net cash used in operating activities | (37,203) | (27,939) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from maturities of marketable securities | 97,088 | 98,665 |
Purchases of marketable securities | (71,184) | (75,931) |
Purchases of property and equipment | (1,448) | (2,031) |
Payments to acquire in-process research and development | (1,500) | 0 |
Net cash provided by investing activities | 22,956 | 20,703 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 489 | 519 |
Proceeds from purchases of common stock under employee stock purchase plan | 667 | 0 |
Proceeds from issuance of common stock related to our at-the-market equity offering program, net of offering expenses | 11,329 | 1,123 |
Net cash provided by financing activities | 12,485 | 1,642 |
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (1,762) | (5,594) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD | 51,208 | 58,384 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD | 49,446 | 52,790 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ||
Cash and cash equivalents | 49,400 | 52,744 |
Restricted cash | 46 | 46 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET | 49,446 | 52,790 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 851 | 1,714 |
Offering costs included in accrued expenses | $ 0 | $ 116 |
Description of the Business, Or
Description of the Business, Organization, and Liquidity | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business, Organization, and Liquidity | Description of the Business, Organization, and Liquidity Business and Organization Caribou Biosciences, Inc. (“Company” or “we”) is a clinical-stage C lustered R egularly I nterspaced S hort P alindromic R epeats (“CRISPR”) genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases. Our genome-editing platform, including our novel chRDNA ( C RISPR h ybrid R NA- DNA , or “chRDNA,” pronounced “chardonnay”) technology, enables more precise genome editing to develop cell therapies that are armored to improve activity against diseases. We are advancing a pipeline of allogeneic, or off-the-shelf, cell therapies from our chimeric antigen receptor (“CAR”) T (“CAR-T”) cell and CAR-natural killer (“CAR-NK”) cell platforms as readily available therapeutic treatments for patients. We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have four wholly owned subsidiaries: Antler Holdco, LLC, incorporated in Delaware in April 2019; Microbe Holdco, LLC, incorporated in Delaware in June 2020; Arboreal Holdco, LLC, incorporated in Delaware in November 2020; and Biloba Holdco, LLC, incorporated in Delaware in April 2021. Our wholly owned subsidiaries hold interests in our equity investments and do not have operating activities. Liquidity We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $340.5 million as of March 31, 2024. During the three months ended March 31, 2024, we incurred a net loss of $41.2 million and used $37.2 million of cash in operating activities. We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, regulatory approval, and commercialization of our product candidates and on our ability to generate sufficient revenue to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital. Our management expects that existing cash, cash equivalents, and marketable securities of $345.9 million as of March 31, 2024, will be sufficient to fund our current operating plan for at least the next 12 months from the date of issuance of our unaudited condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K (“Form 10-K”). Basis of Presentation and Principles of Consolidation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, operating lease right-of-use assets and liabilities, and income taxes. Our management bases its estimates on historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. Segments We operate and manage our business as one reportable operating segment, which is the business of developing a pipeline of allogeneic CAR-T and CAR-NK cell therapies. Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All long-lived assets are maintained in the United States. Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all of our cash and cash equivalents are deposited in accounts at four financial institutions, and our account balances exceed federally insured limits. We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of the financial institutions and issuers. Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Accounts Receivable and Contract Assets Three Months Ended As of As of March 31, 2024 March 31, 2023 Licensee A 25.3 % 17.6 % 29.5 % * Licensee B 23.1 % 22.0 % 36.6 % 47.5 % Licensee C — % 45.9 % — % * Licensee D 25.6 % — % — % * Total 74.0 % 85.5 % 66.1 % 47.5 % *Less than 10% We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if contract assets should be impaired. No allowance for credit losses or contract asset impairment was recorded as of March 31, 2024, or December 31, 2023. Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU aligns the requirements in the Accounting Standards Codification (“ASC”) to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the U.S. Securities and Exchange Commission (“SEC”). The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective or June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-06 will have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09. In March 2024, the FASB issued ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments in ASU 2024-01 improve consistent application of and simplify U.S. GAAP of Topic 718 by clarifying and amending existing guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, and for interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-01. In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 clarify and simplify references to certain concept statements within U.S. GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early application permitted. We are currently evaluating the impact of the adoption of ASU 2024-02. |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability. Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments. We generally classify our marketable securities as Level 1 or Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs including, in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security valuation on any given day. 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. No such transfers occurred during the three months ended March 31, 2024, and 2023. Level 1 financial instruments are comprised of money market fund investments and U.S. Treasury bills. Level 2 financial instruments are comprised of commercial paper, corporate debt securities, and U.S. government agency bonds. 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. Level 3 financial instruments consist of the MSKCC success payments liability. The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements as of March 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($13,904 included in cash and cash equivalents) $ 239,369 $ 239,369 $ — $ — Commercial paper ($23,858 included in cash and cash equivalents) 51,462 — 51,462 — U.S. government agency bonds 33,073 — 33,073 — Money market fund investments (included in cash and cash equivalents) 11,638 11,638 — — Corporate debt securities 10,384 — 10,384 — Total fair value of assets $ 345,926 $ 251,007 $ 94,919 $ — Liabilities: MSKCC success payments liability $ 2,636 $ — $ — $ 2,636 Total fair value of liabilities $ 2,636 $ — $ — $ 2,636 Fair Value Measurements as of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($23,527 included in cash and cash equivalents) $ 262,439 $ 262,439 $ — $ — Commercial paper ($9,759 included in cash and cash equivalents) 40,373 — 40,373 — U.S. government agency bonds 40,185 — 40,185 — Money market fund investments (included in cash and cash equivalents) 17,876 17,876 — — Corporate debt securities 11,531 — 11,531 — Total fair value of assets $ 372,404 $ 280,315 $ 92,089 $ — Liabilities: MSKCC success payments liability $ 2,939 $ — $ — $ 2,939 Total fair value of liabilities $ 2,939 $ — $ — $ 2,939 The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of March 31, 2024, and December 31, 2023 are presented in the following tables (in thousands): As of March 31, 2024 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($13,904 included in cash and cash equivalents) $ 239,568 $ 12 $ (211) $ 239,369 Commercial paper ($23,858 included in cash and cash equivalents) 51,491 — (29) 51,462 U.S. government agency bonds 33,159 — (86) 33,073 Money market fund investments (included in cash equivalents) 11,638 — — 11,638 Corporate debt securities 10,393 7 (16) 10,384 Total cash equivalents and marketable securities $ 346,249 $ 19 $ (342) $ 345,926 Classified as: Cash and cash equivalents $ 49,400 Marketable securities, short-term 244,588 Marketable securities, long-term 51,938 Total cash equivalents and marketable securities $ 345,926 As of December 31, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($23,527 included in cash and cash equivalents) $ 262,328 $ 331 $ (220) $ 262,439 Commercial paper ($9,759 included in cash and cash equivalents) 40,386 — (13) 40,373 U.S. government agency bonds 40,295 1 (111) 40,185 Money market fund investments (included in cash equivalents) 17,876 — — 17,876 Corporate debt securities 11,489 50 (8) 11,531 Total cash equivalents and marketable securities $ 372,374 $ 382 $ (352) $ 372,404 Classified as: Cash and cash equivalents $ 51,162 Marketable securities, short-term 277,665 Marketable securities, long-term 43,577 Total cash equivalents and marketable securities $ 372,404 The following table presents the fair value of available-for-sale marketable securities by contractual maturities (in thousands): March 31, 2024 Due in less than one year $ 244,588 Due in one to five years 51,938 Total $ 296,526 The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands): MSKCC Success Payments Balance at December 31, 2023 $ 2,939 Change in fair value (303) Balance at March 31, 2024 $ 2,636 Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income (expense) until the success payments liability is paid or expires. We recorded a $0.3 million and $0.3 million change in the fair value of the MSKCC success payments liability as a gain in other income (expense) in our unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024, and 2023, respectively. The table below summarizes key assumptions used in the valuation of the MSKCC success payments liability: As of Fair value of common stock $ 5.73 Risk-free interest rate 3.88% Expected volatility 79% Probability of achieving multiple of Initial Share Price (1) 5.2% to 18.1% Expected term (years) 3.7 to 5.2 (1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, by certain multiples of value based on a comparison of the fair market value of our common stock to $5.1914 per share, adjusted for any future stock splits (“Initial Share Price”). For further information regarding our agreement with MSKCC, see Note 4 to the consolidated financial statements included in our Form 10-K. The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and the historical and implied volatility of our stock. The risk-free interest rate, expected volatility, and expected term assumptions depend on the time period from the initiation of our AMpLify phase 1 clinical trial for our CB-012 product candidate utilizing the know-how, biological materials, and intellectual property licensed under the Exclusive License Agreement, dated November 13, 2020, with MSKCC (“MSKCC Agreement”) until the estimated timing of marketing approval for this product candidate from the U.S. Food and Drug Administration (“FDA”). In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability. As of March 31, 2024, we did not note any significant changes to the inputs used in the MSKCC success payments liability fair value calculation, other than a change in the fair value of our common stock to $5.14 per share. |
Significant Agreements
Significant Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Significant Agreements [Abstract] | |
Significant Agreements | Significant Agreements Since December 31, 2023, there have been no material changes to the key terms of our significant agreements. For further information regarding our significant agreements, see Note 4 to the consolidated financial statements included in our Form 10-K. During the three months ended March 31, 2023, we recognized $1.6 million in revenue associated with the now-terminated Collaboration and License Agreement, dated February 9, 2021 (as amended, “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”). No revenue was recognized under the AbbVie Agreement during the three months ended March 31, 2024, as the AbbVie Agreement was terminated effective October 25, 2023. As of March 31, 2024, and December 31, 2023, we had no amounts recorded in accounts receivable, contract assets, or deferred revenue in our consolidated balance sheets related to the AbbVie Agreement. Our significant agreements may include nonrefundable, upfront payments; annual license maintenance fees; sublicensing fees; obligations to reimburse for patent prosecution and maintenance fees; success payments; regulatory clinical and commercial milestones; and royalty payments. Our obligation to make such payments is contingent upon milestones being achieved, licensed products being commercialized, and the agreements remaining in effect. For the three months ended March 31, 2024, and 2023, we recorded $1.3 million and $0.4 million, respectively, as research and development expense in our unaudited condensed consolidated statements of operations and comprehensive loss related to our significant agreements. For the three months ended March 31, 2024, and 2023, we recorded $0.2 million and $0.8 million, respectively, as general and administrative expense for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $0.1 million and $0.4 million, respectively. As of March 31, 2024, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $160.2 million. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators. The following table is a summary of revenue by geographic location for the three months ended March 31, 2024, and 2023 (in thousands): Three Months Ended March 31, 2024 2023 United States $ 2,269 $ 3,385 Rest of world 160 117 Total $ 2,429 $ 3,502 During the three months ended March 31, 2024, we recognized $1.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $0.6 million of revenue related to performance obligations satisfied over time. During the three months ended March 31, 2023, we recognized $1.9 million of revenue related to performance obligations satisfied at a point in time, and we recognized $1.6 million of revenue related to performance obligations satisfied over time. Contract Balances Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts that we billed to our licensees with invoices outstanding as of the end of a reporting period. Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. Our contract asset balances represent royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period. Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees that precede our satisfaction of the associated performance obligations. As of March 31, 2024, and December 31, 2023, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer Inc. (“Pfizer”). The remaining deferred revenue relates to upfront payments received under license agreements that also include nonrefundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time when annual license fees are paid by the licensees and the renewal periods begin. The following table presents changes in our contract assets and liabilities during the three months ended March 31, 2024 (in thousands): Balance as of Additions Deductions Balance as of Accounts receivable $ 148 $ 2,193 $ (1,424) $ 917 Contract assets: Unbilled accounts receivable $ 1,425 $ 971 $ (1,425) $ 971 Contract liabilities: Deferred revenue, current and long-term $ 8,949 $ 675 $ (1,369) $ 8,255 Unbilled accounts receivable decreased $0.5 million during the three months ended March 31, 2024, primarily due to the decrease in minimum annual royalties under our license agreements. Deferred revenue decreased during the three months ended March 31, 2024, primarily due to the recognition of deferred revenue related to the satisfaction of our performance obligation to Pfizer. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information. During the three months ended March 31, 2024, and 2023, we recognized $0.7 million and $1.1 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods. Transaction Prices Allocated to Remaining Performance Obligations Remaining performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period. The value of transaction prices allocated to remaining unsatisfied performance obligations as of March 31, 2024, was approximately $8.3 million. We expect to recognize approximately $2.8 million of remaining performance obligations as revenue in the next 12 months and to recognize the remainder thereafter. Capitalized Contract Acquisition Costs and Fulfillment Costs We did not incur any expenses to obtain our existing contracts, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period. |
Balance Sheet Items
Balance Sheet Items | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Items | Balance Sheet Items Other receivables consisted of the following (in thousands): March 31, December 31, Patent cost reimbursements $ 1,067 $ 1,403 Accrued interest on marketable securities 658 702 Other — 181 Total $ 1,725 $ 2,286 Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid contract manufacturing and clinical costs $ 4,486 $ 3,942 Prepaid insurance 581 993 Other 1,846 1,220 Total $ 6,913 $ 6,155 Property and equipment, net, consisted of the following (in thousands): March 31, December 31, Lab equipment $ 17,164 $ 15,581 Leasehold improvements 2,261 2,235 Computer equipment 906 895 Furniture and equipment 322 499 Construction in progress 8,368 8,204 Total property and equipment, gross 29,021 27,414 Less: accumulated depreciation and amortization (9,854) (9,144) Property and equipment, net $ 19,167 $ 18,270 Depreciation and amortization expenses related to property and equipment were $0.7 million and $0.6 million, for the three months ended March 31, 2024, and 2023, respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued employee compensation and related expenses $ 4,454 $ 9,517 Accrued research and development expenses 7,594 8,720 Accrued litigation settlement 3,900 — Accrued patent expenses 500 613 Accrued expenses related to sublicensing revenues 816 802 Credit card liability 426 377 Other 1,300 1,106 Total $ 18,990 $ 21,135 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Since December 31, 2023, there have been no new related party transactions, except as set forth below. For further information regarding our related parties, see Note 7 to the consolidated financial statements included in our Form 10-K. Pfizer Investment During the three months ended March 31, 2024, we recognized $0.6 million of revenue from our Information Rights Agreement with Pfizer, dated June 29, 2023, pursuant to which we had originally allocated $7.5 million as a contract with a customer under ASC Topic 606. We did not recognize any revenue from Pfizer during the three months ended March 31, 2023. As of March 31, 2024, there was approximately $5.6 million of related party deferred revenue ($2.5 million included in current liabilities and $3.1 million included in long-term liabilities) related to our performance obligation to Pfizer. As of December 31, 2023, there was approximately $6.2 million of related party deferred revenue ($2.5 million included in current liabilities and $3.7 million included in long-term liabilities) related to our performance obligation to Pfizer. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases | Leases Operating Lease Obligations As of March 31, 2024, we had operating leases for our laboratory and office space in Berkeley, California, consisting of approximately 75,000 square feet, with remaining lease terms up to 8.3 years. Certain of our laboratory and office space lease agreements include options to extend the terms for a period of five years and also contain provisions for future rent increases. In addition to base rent, we pay our share of operating expenses and taxes. The components of lease costs, which are included in our unaudited condensed consolidated statements of operations and comprehensive loss, were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost (1) $ 1,953 $ 1,884 Short-term lease cost 63 63 Total lease cost $ 2,016 $ 1,947 (1) Included $0.7 million and $0.6 million of variable lease cost related to operating expenses and taxes for the three months ended March 31, 2024, and 2023, respectively. Supplemental information related to our leases was as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 711 $ 1,093 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for our corporate laboratory and office leases: March 31, December 31, Weighted-average remaining lease term (years) 7.1 7.4 Weighted-average discount rate 11.3 % 11.3 % The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of March 31, 2024 (in thousands): Remainder of 2024 (1) $ 2,774 2025 4,475 2026 5,720 2027 5,922 2028 6,122 Thereafter 15,993 Total future undiscounted lease payments 41,006 Less imputed interest (13,847) Total discounted lease payments 27,159 Less current portion of lease liability (1,264) Noncurrent portion of lease liability $ 25,895 (1) Reflects an offset of $0.6 million related to incentives expected to be received in 2024. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Research, Manufacturing, and License Agreements We enter into various agreements in the ordinary course of business, such as those with contract manufacturing organizations (“CMOs”), suppliers, clinical research organizations (“CROs”), clinical trial sites, licensors, assignors, and the like. These agreements provide for termination by either party in certain circumstances, generally with less than one-year notice and are, therefore, cancellable contracts and, if cancelled, are not anticipated to have a material effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows. Some of these agreements also include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us. As of March 31, 2024, the satisfaction and timing of such contingent payments is uncertain and cannot be reasonably estimated. Guarantees and Indemnifications In the ordinary course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. As of March 31, 2024, and December 31, 2023, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities. Litigation From time to time, we may become involved in litigation arising in the ordinary course of business. We record a liability for such litigation when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. On April 11, 2023, a putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Bergman v. Caribou Biosciences, Inc., et al. , Case Number 4:23-cv-01742-YGR (“Bergman Case”). The Bergman complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b) and 20(a) of the Exchange Act. On September 18, 2023, plaintiffs filed an amended complaint adding the IPO underwriters as defendants and making substantially the same allegations as the original complaint. On November 14, 2023, we filed a motion to dismiss the amended complaint for failure to state a claim. Motion to dismiss briefing was completed on February 21, 2024. On April 22, 2024, we reached an agreement in principle with plaintiffs to settle the Bergman Case for $3.9 million, which is included in general and administrative expense for the three months ended March 31, 2024, in exchange for a full release of the putative class’s claims against us and all of our current and former officers, current and former members of our board of directors, the IPO underwriters, and the other named defendant. The parties are negotiating a settlement agreement, which the court must approve before settlement is final. On March 22, 2023, a putative class action lawsuit was filed in Superior Court of the State of California for the County of Alameda against our company and certain of our officers and current and former members of our board of directors, Lowry v. Caribou Biosciences, Inc., et al., Case Number T23-1084 (“Lowry Case”). The Lowry Case challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act. The allegations and claims in the Lowry Case are substantially similar to the Securities Act claims asserted in the Bergman Case. On April 26, 2023, we filed a motion to stay the Lowry Case during the pendency of the parallel federal court litigation in the Bergman Case, and, on July 11, 2023, our motion to stay was denied. On September 11, 2023, plaintiff filed an amended complaint making substantially the same allegations as the original complaint. On November 9, 2023, we filed a motion to dismiss the amended complaint on the grounds that our certification of incorporation mandates that Securities Act claims against us be brought in federal court. On February 28, 2024, the court granted our motion to dismiss and, on April 15, 2024, the court entered an order of dismissal. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Stock | Common Stock Common stock reserved for future issuance consisted of the following: As of As of Stock options, issued and outstanding 12,094,332 9,410,404 Stock options, authorized for future issuance 6,565,993 5,952,012 Stock available under our employee stock purchase plan 2,278,809 1,516,355 Unvested restricted stock units and performance-based restricted stock units 1,180,548 205,357 22,119,682 17,084,128 Shelf Registration Statement On August 9, 2022, we filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the SEC. The Shelf Registration Statement allows us to sell from time to time up to $400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination of these securities, for our own account in one or more offerings (including the $100.0 million of common stock reserved for our at-the-market equity offering program). The SEC declared the Shelf Registration Statement effective on August 16, 2022. The terms of any offering under the Shelf Registration Statement are established at the time of such offering, as described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering. In July and August 2023, we issued and sold a total of 22,115,384 shares of our common stock in an underwritten follow-on public offering at a price to the public of $6.50 per share, which included the full exercise of the underwriters’ right to purchase 2,884,615 additional shares of our common stock. The total gross proceeds from the offering were approximately $143.7 million ($134.4 million net of underwriting discounts and commissions and offering expenses). The shares were issued pursuant to the Shelf Registration Statement. At-the-market Equity Offering Program On August 9, 2022, we entered into an at-the-market Open Market Sale Agreement SM (“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which, through Jefferies as sales agent, we may from time to time, sell shares of our common stock having an aggregate offering price of up to $100.0 million in gross proceeds under the Shelf Registration Statement. As of March 31, 2024, we have sold 1,762,806 shares of our common stock under the ATM Sales Agreement, at an average price per share of $7.32 for aggregate gross proceeds of $12.9 million ($12.3 million net of offering expenses). |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock-Based Compensation Equity Incentive Plans In July 2021, our board of directors adopted and our stockholders approved the 2021 Equity Incentive Plan (“2021 Plan”) that became effective on July 22, 2021. As of March 31, 2024, we had 6,565,993 shares available for issuance under the 2021 Plan. The following table summarizes stock option activity under our equity incentive plans during the three months ended March 31, 2024: Stock Options Weighted- Weighted- Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2023 9,410,404 $ 8.03 8.0 $ 6,432 Options granted 2,913,727 6.70 Options exercised (134,347) 3.64 Options cancelled or forfeited (95,452) 11.73 Outstanding at March 31, 2024 12,094,332 $ 7.73 8.2 $ 4,031 Exercisable at March 31, 2024 4,824,205 $ 8.18 7.0 $ 3,161 Vested and expected to vest at March 31, 2024 12,094,332 $ 7.73 8.2 $ 4,031 (1) The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above. Grant Date Fair Value During the three months ended March 31, 2024, and 2023, we granted 2,913,727 and 2,536,340 stock options to employees with a weighted average grant date fair value of $4.59 and $4.13, respectively. We estimated the fair value of each employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended March 31, 2024 2023 Volatility 75.7% to 75.9% 74.9% to 75.0% Expected term (in years) 5.0 to 6.0 5.0 to 6.0 Risk-free interest rate 4.0% to 4.3% 3.5% to 4.1% Expected dividend yield 0.0% 0.0% As of March 31, 2024, there was $35.0 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units During the three months ended March 31, 2024, we granted 995,767 restricted stock units (“RSUs”) and did not grant any performance-based RSUs (“PSUs”) under the 2021 Plan. A summary of the status of and change in unvested RSUs and PSUs as of March 31, 2024 was as follows: Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU Unvested, January 1, 2024 205,357 $ 8.49 Granted 995,767 6.81 Vested (15,000) 10.64 Forfeited (5,576) 8.65 Unvested, March 31, 2024 1,180,548 $ 7.04 The PSUs were granted to our executive officers and will vest contingent upon the achievement of a clinical milestone for CB-010 during a performance period ending December 31, 2024, and an executive officer’s continued employment during the performance period. As of March 31, 2024, the achievement of this milestone was not considered probable and, therefore, no stock-based compensation was recorded. As of March 31, 2024, the total unrecognized stock-based compensation expense related to unvested RSUs was $7.1 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.4 years. As of March 31, 2024, there was approximately $0.6 million of unrecognized stock-based compensation expense related to unvested PSUs. Employee Stock Purchase Plan (“ESPP”) In July 2021, our board of directors adopted and our stockholders approved the ESPP, which became effective on July 22, 2021. We have issued 329,602 shares of common stock under the ESPP as of March 31, 2024. We recorded $0.2 million in accrued liabilities related to contributions withheld as of March 31, 2024. Stock-Based Compensation Expense We recorded stock-based compensation expense related to employee equity-based awards grants in our unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,617 $ 1,310 General and administrative 2,371 1,821 Total $ 3,988 $ 3,131 The above stock-based compensation expense related to the following equity-based awards (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 3,489 $ 2,798 ESPP 72 142 RSUs 427 191 Total $ 3,988 $ 3,131 |
401(k) Savings Plan
401(k) Savings Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
401(K) Savings Plan | 401(k) Savings Plan In 2017, we established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Tax Code”). Our 401(k) plan is available to all employees and allows participants to defer a portion of their annual compensation on a pretax basis subject to applicable laws. We also provide a 4% match for employee contributions up to a certain limit. During the three months ended March 31, 2024, and 2023, we contributed $0.4 million and $0.3 million, respectively, to our 401(k) plan. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes No income tax expense was recorded during each of the three-month periods ended March 31, 2024, and 2023 due to our operating losses. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended 2024 2023 Numerator: Net loss $ (41,234) $ (28,044) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 89,302,937 61,186,514 Net loss per share, basic and diluted $ (0.46) $ (0.46) Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of As of Stock options outstanding 12,094,332 9,102,960 RSUs issued and outstanding 1,128,191 236,169 Shares committed under ESPP 108,788 149,350 13,331,311 9,488,479 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 22, 2024, an agreement in principle was reached with the plaintiffs in the Bergman v. Caribou Biosciences, Inc., et al. , Case Number 4:23-cv-01742-YGR (“Bergman Case”) to settle the Bergman Case for $3.9 million. The parties are negotiating a settlement agreement, which the court must approve before settlement is final . See Note 9 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (41,234) | $ (28,044) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Jason O’Byrne [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On February 23, 2024, Jason O’Byrne, our chief financial officer, adopted a Rule 10b5-1 trading arrangement, providing for the sale from time to time of up to 44,336 shares of common stock in amounts and at prices determined in accordance with plan terms. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act. The duration of the trading arrangement is until November 20, 2024, or earlier if all transactions under the trading arrangement are completed. |
Name | Jason O’Byrne |
Title | chief financial officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 23, 2024 |
Arrangement Duration | 271 days |
Aggregate Available | 44,336 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. |
Use Of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, operating lease right-of-use assets and liabilities, and income taxes. Our management bases its estimates on historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. |
Segments | Segments We operate and manage our business as one reportable operating segment, which is the business of developing a pipeline of allogeneic CAR-T and CAR-NK cell therapies. Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All long-lived assets are maintained in the United States. |
Concentration of Credit Risk and Other Uncertainties | Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all of our cash and cash equivalents are deposited in accounts at four financial institutions, and our account balances exceed federally insured limits. We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of the financial institutions and issuers. Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Accounts Receivable and Contract Assets Three Months Ended As of As of March 31, 2024 March 31, 2023 Licensee A 25.3 % 17.6 % 29.5 % * Licensee B 23.1 % 22.0 % 36.6 % 47.5 % Licensee C — % 45.9 % — % * Licensee D 25.6 % — % — % * Total 74.0 % 85.5 % 66.1 % 47.5 % *Less than 10% |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU aligns the requirements in the Accounting Standards Codification (“ASC”) to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the U.S. Securities and Exchange Commission (“SEC”). The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective or June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-06 will have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09. In March 2024, the FASB issued ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments in ASU 2024-01 improve consistent application of and simplify U.S. GAAP of Topic 718 by clarifying and amending existing guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, and for interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-01. In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 clarify and simplify references to certain concept statements within U.S. GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early application permitted. We are currently evaluating the impact of the adoption of ASU 2024-02. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary Of Provision For Credit Losses and other Uncertainties | Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Accounts Receivable and Contract Assets Three Months Ended As of As of March 31, 2024 March 31, 2023 Licensee A 25.3 % 17.6 % 29.5 % * Licensee B 23.1 % 22.0 % 36.6 % 47.5 % Licensee C — % 45.9 % — % * Licensee D 25.6 % — % — % * Total 74.0 % 85.5 % 66.1 % 47.5 % *Less than 10% |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured on Recurring Basis | The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements as of March 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($13,904 included in cash and cash equivalents) $ 239,369 $ 239,369 $ — $ — Commercial paper ($23,858 included in cash and cash equivalents) 51,462 — 51,462 — U.S. government agency bonds 33,073 — 33,073 — Money market fund investments (included in cash and cash equivalents) 11,638 11,638 — — Corporate debt securities 10,384 — 10,384 — Total fair value of assets $ 345,926 $ 251,007 $ 94,919 $ — Liabilities: MSKCC success payments liability $ 2,636 $ — $ — $ 2,636 Total fair value of liabilities $ 2,636 $ — $ — $ 2,636 Fair Value Measurements as of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($23,527 included in cash and cash equivalents) $ 262,439 $ 262,439 $ — $ — Commercial paper ($9,759 included in cash and cash equivalents) 40,373 — 40,373 — U.S. government agency bonds 40,185 — 40,185 — Money market fund investments (included in cash and cash equivalents) 17,876 17,876 — — Corporate debt securities 11,531 — 11,531 — Total fair value of assets $ 372,404 $ 280,315 $ 92,089 $ — Liabilities: MSKCC success payments liability $ 2,939 $ — $ — $ 2,939 Total fair value of liabilities $ 2,939 $ — $ — $ 2,939 |
Schedule of Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities | The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of March 31, 2024, and December 31, 2023 are presented in the following tables (in thousands): As of March 31, 2024 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($13,904 included in cash and cash equivalents) $ 239,568 $ 12 $ (211) $ 239,369 Commercial paper ($23,858 included in cash and cash equivalents) 51,491 — (29) 51,462 U.S. government agency bonds 33,159 — (86) 33,073 Money market fund investments (included in cash equivalents) 11,638 — — 11,638 Corporate debt securities 10,393 7 (16) 10,384 Total cash equivalents and marketable securities $ 346,249 $ 19 $ (342) $ 345,926 Classified as: Cash and cash equivalents $ 49,400 Marketable securities, short-term 244,588 Marketable securities, long-term 51,938 Total cash equivalents and marketable securities $ 345,926 As of December 31, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($23,527 included in cash and cash equivalents) $ 262,328 $ 331 $ (220) $ 262,439 Commercial paper ($9,759 included in cash and cash equivalents) 40,386 — (13) 40,373 U.S. government agency bonds 40,295 1 (111) 40,185 Money market fund investments (included in cash equivalents) 17,876 — — 17,876 Corporate debt securities 11,489 50 (8) 11,531 Total cash equivalents and marketable securities $ 372,374 $ 382 $ (352) $ 372,404 Classified as: Cash and cash equivalents $ 51,162 Marketable securities, short-term 277,665 Marketable securities, long-term 43,577 Total cash equivalents and marketable securities $ 372,404 |
Investments Classified by Contractual Maturity Date | The following table presents the fair value of available-for-sale marketable securities by contractual maturities (in thousands): March 31, 2024 Due in less than one year $ 244,588 Due in one to five years 51,938 Total $ 296,526 |
Schedule of Change in Fair Value of Financial Liability | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands): MSKCC Success Payments Balance at December 31, 2023 $ 2,939 Change in fair value (303) Balance at March 31, 2024 $ 2,636 |
Schedule of Assumptions Used in Valuation of MSKCC Success Payments Liability | The table below summarizes key assumptions used in the valuation of the MSKCC success payments liability: As of Fair value of common stock $ 5.73 Risk-free interest rate 3.88% Expected volatility 79% Probability of achieving multiple of Initial Share Price (1) 5.2% to 18.1% Expected term (years) 3.7 to 5.2 (1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, by certain multiples of value based on a comparison of the fair market value of our common stock to $5.1914 per share, adjusted for any future stock splits (“Initial Share Price”). For further information regarding our agreement with MSKCC, see Note 4 to the consolidated financial statements included in our Form 10-K. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table is a summary of revenue by geographic location for the three months ended March 31, 2024, and 2023 (in thousands): Three Months Ended March 31, 2024 2023 United States $ 2,269 $ 3,385 Rest of world 160 117 Total $ 2,429 $ 3,502 |
Schedule of Changes in Company's Contract Assets and Liabilities | The following table presents changes in our contract assets and liabilities during the three months ended March 31, 2024 (in thousands): Balance as of Additions Deductions Balance as of Accounts receivable $ 148 $ 2,193 $ (1,424) $ 917 Contract assets: Unbilled accounts receivable $ 1,425 $ 971 $ (1,425) $ 971 Contract liabilities: Deferred revenue, current and long-term $ 8,949 $ 675 $ (1,369) $ 8,255 |
Balance Sheet Items (Tables)
Balance Sheet Items (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Receivables | Other receivables consisted of the following (in thousands): March 31, December 31, Patent cost reimbursements $ 1,067 $ 1,403 Accrued interest on marketable securities 658 702 Other — 181 Total $ 1,725 $ 2,286 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid contract manufacturing and clinical costs $ 4,486 $ 3,942 Prepaid insurance 581 993 Other 1,846 1,220 Total $ 6,913 $ 6,155 |
Schedule of Property and Equipment | Property and equipment, net, consisted of the following (in thousands): March 31, December 31, Lab equipment $ 17,164 $ 15,581 Leasehold improvements 2,261 2,235 Computer equipment 906 895 Furniture and equipment 322 499 Construction in progress 8,368 8,204 Total property and equipment, gross 29,021 27,414 Less: accumulated depreciation and amortization (9,854) (9,144) Property and equipment, net $ 19,167 $ 18,270 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued employee compensation and related expenses $ 4,454 $ 9,517 Accrued research and development expenses 7,594 8,720 Accrued litigation settlement 3,900 — Accrued patent expenses 500 613 Accrued expenses related to sublicensing revenues 816 802 Credit card liability 426 377 Other 1,300 1,106 Total $ 18,990 $ 21,135 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Components Lease Cost | The components of lease costs, which are included in our unaudited condensed consolidated statements of operations and comprehensive loss, were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost (1) $ 1,953 $ 1,884 Short-term lease cost 63 63 Total lease cost $ 2,016 $ 1,947 (1) Included $0.7 million and $0.6 million of variable lease cost related to operating expenses and taxes for the three months ended March 31, 2024, and 2023, respectively. |
Schedule Of Supplemental Information Related To Leases | Supplemental information related to our leases was as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 711 $ 1,093 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for our corporate laboratory and office leases: March 31, December 31, Weighted-average remaining lease term (years) 7.1 7.4 Weighted-average discount rate 11.3 % 11.3 % |
Summary of Future Minimum Lease Payment Under Leases | The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of March 31, 2024 (in thousands): Remainder of 2024 (1) $ 2,774 2025 4,475 2026 5,720 2027 5,922 2028 6,122 Thereafter 15,993 Total future undiscounted lease payments 41,006 Less imputed interest (13,847) Total discounted lease payments 27,159 Less current portion of lease liability (1,264) Noncurrent portion of lease liability $ 25,895 (1) Reflects an offset of $0.6 million related to incentives expected to be received in 2024. |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following: As of As of Stock options, issued and outstanding 12,094,332 9,410,404 Stock options, authorized for future issuance 6,565,993 5,952,012 Stock available under our employee stock purchase plan 2,278,809 1,516,355 Unvested restricted stock units and performance-based restricted stock units 1,180,548 205,357 22,119,682 17,084,128 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity under our equity incentive plans during the three months ended March 31, 2024: Stock Options Weighted- Weighted- Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2023 9,410,404 $ 8.03 8.0 $ 6,432 Options granted 2,913,727 6.70 Options exercised (134,347) 3.64 Options cancelled or forfeited (95,452) 11.73 Outstanding at March 31, 2024 12,094,332 $ 7.73 8.2 $ 4,031 Exercisable at March 31, 2024 4,824,205 $ 8.18 7.0 $ 3,161 Vested and expected to vest at March 31, 2024 12,094,332 $ 7.73 8.2 $ 4,031 (1) The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above. |
Schedule of Estimated Fair Value of Stock Options on the Grant Date Using Black-Scholes Option-Pricing Model | We estimated the fair value of each employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended March 31, 2024 2023 Volatility 75.7% to 75.9% 74.9% to 75.0% Expected term (in years) 5.0 to 6.0 5.0 to 6.0 Risk-free interest rate 4.0% to 4.3% 3.5% to 4.1% Expected dividend yield 0.0% 0.0% |
Schedule of Restricted Stock Units Activity (RSUs) | A summary of the status of and change in unvested RSUs and PSUs as of March 31, 2024 was as follows: Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU Unvested, January 1, 2024 205,357 $ 8.49 Granted 995,767 6.81 Vested (15,000) 10.64 Forfeited (5,576) 8.65 Unvested, March 31, 2024 1,180,548 $ 7.04 |
Schedule of Stock-Based Compensation Expenses Recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss | We recorded stock-based compensation expense related to employee equity-based awards grants in our unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,617 $ 1,310 General and administrative 2,371 1,821 Total $ 3,988 $ 3,131 |
Schedule of Stock-Based Compensation Expense Related to Equity-Based Awards | The above stock-based compensation expense related to the following equity-based awards (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 3,489 $ 2,798 ESPP 72 142 RSUs 427 191 Total $ 3,988 $ 3,131 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended 2024 2023 Numerator: Net loss $ (41,234) $ (28,044) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 89,302,937 61,186,514 Net loss per share, basic and diluted $ (0.46) $ (0.46) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of As of Stock options outstanding 12,094,332 9,102,960 RSUs issued and outstanding 1,128,191 236,169 Shares committed under ESPP 108,788 149,350 13,331,311 9,488,479 |
Description of the Business, _2
Description of the Business, Organization, and Liquidity - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) subsidiary | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of subsidiaries | subsidiary | 4 | ||
Accumulated deficit | $ 340,519 | $ 299,285 | |
Net loss | 41,234 | $ 28,044 | |
Cash used in operating activities | 37,203 | $ 27,939 | |
Cash, cash equivalents and short term marketable securities | $ 345,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segment | 1 | |
Number of reportable segment | 1 | |
Allowance for doubtful accounts | $ | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk and other Uncertainties (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue | Major Customers | |||
Concentration Risk [Line Items] | |||
Total | 74% | 85.50% | |
Revenue | Licensee A | |||
Concentration Risk [Line Items] | |||
Total | 25.30% | 17.60% | |
Revenue | Licensee B | |||
Concentration Risk [Line Items] | |||
Total | 23.10% | 22% | |
Revenue | Licensee C | |||
Concentration Risk [Line Items] | |||
Total | 0% | 45.90% | |
Revenue | Licensee D | |||
Concentration Risk [Line Items] | |||
Total | 25.60% | 0% | |
Accounts Receivable and Contract Assets | Major Customers | |||
Concentration Risk [Line Items] | |||
Total | 66.10% | 47.50% | |
Accounts Receivable and Contract Assets | Licensee A | |||
Concentration Risk [Line Items] | |||
Total | 29.50% | ||
Accounts Receivable and Contract Assets | Licensee B | |||
Concentration Risk [Line Items] | |||
Total | 36.60% | 47.50% | |
Accounts Receivable and Contract Assets | Licensee C | |||
Concentration Risk [Line Items] | |||
Total | 0% | ||
Accounts Receivable and Contract Assets | Licensee D | |||
Concentration Risk [Line Items] | |||
Total | 0% |
Fair Value Measurements and F_3
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Assets: | |||
Cash and cash equivalents | $ 49,400 | $ 51,162 | $ 52,744 |
U.S. Treasury bills | |||
Assets: | |||
Cash and cash equivalents | 13,904 | 23,527 | |
Commercial paper | |||
Assets: | |||
Cash and cash equivalents | 23,858 | 9,759 | |
Fair Value, Recurring | |||
Assets: | |||
Assets fair value | 345,926 | 372,404 | |
Liabilities: | |||
Liabilities fair value | 2,636 | 2,939 | |
Fair Value, Recurring | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 239,369 | 262,439 | |
Fair Value, Recurring | Commercial paper | |||
Assets: | |||
Assets fair value | 51,462 | 40,373 | |
Fair Value, Recurring | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 33,073 | 40,185 | |
Fair Value, Recurring | Money market funds | |||
Assets: | |||
Assets fair value | 11,638 | 17,876 | |
Fair Value, Recurring | Corporate debt securities | |||
Assets: | |||
Assets fair value | 10,384 | 11,531 | |
Fair Value, Recurring | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | 2,636 | 2,939 | |
Fair Value, Recurring | Level 1 | |||
Assets: | |||
Assets fair value | 251,007 | 280,315 | |
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 1 | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 239,369 | 262,439 | |
Fair Value, Recurring | Level 1 | Commercial paper | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 1 | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 1 | Money market funds | |||
Assets: | |||
Assets fair value | 11,638 | 17,876 | |
Fair Value, Recurring | Level 1 | Corporate debt securities | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 1 | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Assets: | |||
Assets fair value | 94,919 | 92,089 | |
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | Commercial paper | |||
Assets: | |||
Assets fair value | 51,462 | 40,373 | |
Fair Value, Recurring | Level 2 | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 33,073 | 40,185 | |
Fair Value, Recurring | Level 2 | Money market funds | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | Corporate debt securities | |||
Assets: | |||
Assets fair value | 10,384 | 11,531 | |
Fair Value, Recurring | Level 2 | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Liabilities: | |||
Liabilities fair value | 2,636 | 2,939 | |
Fair Value, Recurring | Level 3 | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | Commercial paper | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | Money market funds | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | Corporate debt securities | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | $ 2,636 | $ 2,939 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and available-for-sale, amortized cost | $ 346,249 | $ 372,374 | |
Cash and cash equivalents, Amortized Cost Basis | 49,400 | 51,162 | $ 52,744 |
Unrealized Gains | 19 | 382 | |
Unrealized Losses | (342) | (352) | |
Available-for-sale marketable securities and cash and cash equivalents, Estimated Fair Value | 345,926 | 372,404 | |
Marketable securities, short-term | 244,588 | 277,665 | |
Marketable securities, long-term | 51,938 | 43,577 | |
U.S. Treasury bills | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash and cash equivalents, Amortized Cost Basis | 13,904 | 23,527 | |
Commercial paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash and cash equivalents, Amortized Cost Basis | 23,858 | 9,759 | |
Money market funds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash and cash equivalents, Amortized Cost Basis | 11,638 | 17,876 | |
Cash and cash equivalents, Estimated Fair Value | 11,638 | 17,876 | |
U.S. Treasury bills | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and available-for-sale, amortized cost | 239,568 | 262,328 | |
Unrealized Gains | 12 | 331 | |
Unrealized Losses | (211) | (220) | |
Available-for-sale marketable securities and cash and cash equivalents, Estimated Fair Value | 239,369 | 262,439 | |
U.S. government agency bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities, Amortized Cost Basis | 33,159 | 40,295 | |
Unrealized Gains | 0 | 1 | |
Unrealized Losses | (86) | (111) | |
Available-for-sale marketable securities, Estimated Fair Value | 33,073 | 40,185 | |
Commercial paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash, cash equivalents, and available-for-sale, amortized cost | 40,386 | ||
Available-for-sale marketable securities, Amortized Cost Basis | 51,491 | ||
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (29) | (13) | |
Available-for-sale marketable securities and cash and cash equivalents, Estimated Fair Value | 40,373 | ||
Available-for-sale marketable securities, Estimated Fair Value | 51,462 | ||
Corporate debt securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities, Amortized Cost Basis | 10,393 | 11,489 | |
Unrealized Gains | 7 | 50 | |
Unrealized Losses | (16) | (8) | |
Available-for-sale marketable securities, Estimated Fair Value | $ 10,384 | $ 11,531 |
Fair Value Measurements and F_5
Fair Value Measurements and Fair Value of Financial Instruments - Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Due in less than one year | $ 244,588 | $ 277,665 |
Due in one to five years | 51,938 | $ 43,577 |
Total | $ 296,526 |
Fair Value Measurements and F_6
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Change in Fair Value of Financial Liability (Details) - MSKCC success payments liability - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Change in fair value | $ (300) | $ (300) |
Level 3 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at December 31, 2023 | 2,939 | |
Change in fair value | (303) | |
Balance at March 31, 2024 | $ 2,636 |
Fair Value Measurements and F_7
Fair Value Measurements and Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
MSKCC success payments liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value | $ 0.3 | $ 0.3 |
Fair Value Measurements and F_8
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Assumptions Used in Valuation of MSKCC Success Payments Liability (Details) | 12 Months Ended | |
Dec. 31, 2023 $ / shares | Mar. 31, 2024 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Common stock value per share (in dollars per share) | $ 5.1914 | |
Fair value of common stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input | 5.73 | 5.14 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input | 0.0388 | |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input | 0.79 | |
Probability of achieving multiple of Initial Share Price | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input | 0.052 | |
Probability of achieving multiple of Initial Share Price | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input | 0.181 | |
Expected term (years) | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability assumptions term | 3 years 8 months 12 days | |
Expected term (years) | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability assumptions term | 5 years 2 months 12 days |
Significant Agreements - Additi
Significant Agreements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Research and development | $ 33,788,000 | $ 25,709,000 |
General and administrative | 14,643,000 | 8,909,000 |
Future payments for milestones | 160,200,000 | |
Intellia Therapeutics, Inc. | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Research and development | 1,300,000 | 400,000 |
General and administrative | 200,000 | 800,000 |
Intellia Therapeutics, Inc. | Patents | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Reduction in general and administrative expenses | 100,000 | 400,000 |
Collaboration and License Agreement with AbbVie | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Revenues | $ 0 | $ 1,600,000 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 2,429 | $ 3,502 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 2,269 | 3,385 |
Rest of world | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 160 | $ 117 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Decrease in unbilled accounts receivable | $ (454) | $ (607) |
Revenue recognized included in the opening contract liabilities balance | 700 | 1,100 |
Transaction price allocated to the remaining performance obligations | 8,300 | |
Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognized, performance obligation, amount | 1,800 | 1,900 |
Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognized, performance obligation, amount | $ 600 | $ 1,600 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Company's Contract Assets and Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounts receivable | |
Accounts receivable, Beginning Balance | $ 148 |
Accounts receivable, Additions | 2,193 |
Accounts receivable, Deductions | (1,424) |
Accounts receivable, Ending Balance | 917 |
Contract assets: | |
Unbilled accounts receivable, Beginning Balance | 1,425 |
Unbilled accounts receivable, Additions | 971 |
Unbilled accounts receivable, Deductions | (1,425) |
Unbilled accounts receivable, Ending Balance | 971 |
Contract liabilities: | |
Deferred revenue, current and long-term, Beginning Balance | 8,949 |
Deferred revenue, current and long-term, Additions | 675 |
Deferred revenue, current and long-term, Deductions | (1,369) |
Deferred revenue, current and long-term, Ending Balance | $ 8,255 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) $ in Millions | Mar. 31, 2024 USD ($) |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations | $ 8.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations | $ 2.8 |
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
Balance Sheet Items - Schedule
Balance Sheet Items - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Patent cost reimbursements | $ 1,067 | $ 1,403 |
Accrued interest on marketable securities | 658 | 702 |
Other | 0 | 181 |
Total | $ 1,725 | $ 2,286 |
Balance Sheet Items - Schedul_2
Balance Sheet Items - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid contract manufacturing and clinical costs | $ 4,486 | $ 3,942 |
Prepaid insurance | 581 | 993 |
Other | 1,846 | 1,220 |
Total | $ 6,913 | $ 6,155 |
Balance Sheet Items - Schedul_3
Balance Sheet Items - Schedule of Property And Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 29,021 | $ 27,414 |
Less: accumulated depreciation and amortization | (9,854) | (9,144) |
Property and equipment, net | 19,167 | 18,270 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 17,164 | 15,581 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,261 | 2,235 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 906 | 895 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 322 | 499 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 8,368 | $ 8,204 |
Balance Sheet Items - Additiona
Balance Sheet Items - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense related to property and equipment | $ 0.7 | $ 0.6 |
Balance Sheet Items - Summary o
Balance Sheet Items - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued employee compensation and related expenses | $ 4,454 | $ 9,517 |
Accrued research and development expenses | 7,594 | 8,720 |
Accrued litigation settlement | 3,900 | 0 |
Accrued patent expenses | 500 | 613 |
Accrued expenses related to sublicensing revenues | 816 | 802 |
Credit card liability | 426 | 377 |
Other | 1,300 | 1,106 |
Total | $ 18,990 | $ 21,135 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 29, 2023 | |
Related Party Transaction [Line Items] | ||||
Revenue | $ 2,429,000 | $ 3,502,000 | ||
Deferred revenue | 8,255,000 | $ 8,949,000 | ||
Deferred revenue ($2,487 and $2,487 from related party, respectively) | 2,827,000 | 2,847,000 | ||
Deferred revenue, net of current portion ($3,108 and $3,730 from related party, respectively) | 5,428,000 | 6,102,000 | ||
Pfizer | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Revenue | 600,000 | $ 0 | ||
Deferred revenue | 5,600,000 | 6,200,000 | $ 7,500,000 | |
Deferred revenue ($2,487 and $2,487 from related party, respectively) | 2,500,000 | 2,500,000 | ||
Deferred revenue, net of current portion ($3,108 and $3,730 from related party, respectively) | $ 3,100,000 | $ 3,700,000 |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2024 ft² |
Commitments and Contingencies Disclosure [Abstract] | |
Area of real estate property (in square feet) | 75,000 |
Remaining lease term (in years) | 8 years 3 months 18 days |
Lease renewal term (in years) | 5 years |
Leases - Schedule Of Components
Leases - Schedule Of Components Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,953 | $ 1,884 |
Short-term lease cost | 63 | 63 |
Total lease cost | 2,016 | 1,947 |
Variable lease cost | $ 700 | $ 600 |
Leases - Schedule Of Supplement
Leases - Schedule Of Supplemental Information Related To Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating cash flows from operating leases | $ 711 | $ 1,093 | |
Operating lease, weighted average remaining lease term | 7 years 1 month 6 days | 7 years 4 months 24 days | |
Weighted-average discount rate | 11.30% | 11.30% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Commitments Under Lease Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2024 | $ 2,774 | |
2025 | 4,475 | |
2026 | 5,720 | |
2027 | 5,922 | |
2028 | 6,122 | |
Thereafter | 15,993 | |
Total future undiscounted lease payments | 41,006 | |
Less imputed interest | (13,847) | |
Total discounted lease payments | 27,159 | |
Less current portion of lease liability | (1,264) | $ (1,200) |
Operating lease liabilities, non-current | 25,895 | $ 25,908 |
Expected incentive offset in first year | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement, amount awarded to other party | $ 3.9 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | ||
Aug. 09, 2022 | Aug. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 22,119,682 | 17,084,128 | ||
Authorized amount under shelf registration | $ 400 | |||
At The Market ATM Offering | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate offering price (up to) | $ 12.3 | |||
Common stock shares sold (in shares) | 1,762,806 | |||
Public offering price (in dollars per share) | $ 7.32 | |||
Aggregate gross proceeds | $ 12.9 | |||
At The Market ATM Offering | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate offering price (up to) | $ 100 | |||
Public Stock Offering | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate offering price (up to) | $ 134.4 | |||
Common stock shares sold (in shares) | 22,115,384 | |||
Public offering price (in dollars per share) | $ 6.50 | |||
Aggregate gross proceeds | $ 143.7 | |||
Over-Allotment Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock shares sold (in shares) | 2,884,615 | |||
Stock options, issued and outstanding | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 12,094,332 | 9,410,404 | ||
Stock options, authorized for future issuance | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 6,565,993 | 5,952,012 | ||
Stock available under our employee stock purchase plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 2,278,809 | 1,516,355 | ||
Unvested restricted stock units and performance-based restricted stock units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 1,180,548 | 205,357 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 32 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 22,119,682 | 22,119,682 | 17,084,128 | |
Stock options granted during period (in shares) | 2,913,727 | |||
Unrecognized stock based-compensation expenses | $ 35,000 | $ 35,000 | ||
Weighted-average period (in years) | 2 years 9 months 18 days | |||
Stock-based compensation expense | $ 3,988 | $ 3,131 | ||
RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period (in years) | 3 years 4 months 24 days | |||
Unrecognized stock-based compensation expense, excluding options | $ 7,100 | 7,100 | ||
Stock-based compensation expense | 427 | $ 191 | ||
Performance Restricted Stock Units (PRSU) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense, excluding options | $ 600 | $ 600 | ||
Shares committed under ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 2,278,809 | 2,278,809 | 1,516,355 | |
Accrued liabilities | $ 200 | $ 200 | ||
Employee | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted during period (in shares) | 2,913,727 | 2,536,340 | ||
Weighted average grant date fair value (in dollars per share) | $ 4.59 | $ 4.13 | ||
2021 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 6,565,993 | 6,565,993 | ||
ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Issuance of common stock in connection with at-the-market offering, net of offering expenses (in shares) | 329,602 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Options | ||
Outstanding, Beginning Balance (in shares) | 9,410,404 | |
Granted (in shares) | 2,913,727 | |
Exercised (in shares) | (134,347) | |
Cancelled or forfeited (in shares) | (95,452) | |
Outstanding, Ending Balance (in shares) | 12,094,332 | 9,410,404 |
Exercisable (in shares) | 4,824,205 | |
Vested and expected to vest (in shares) | 12,094,332 | |
Weighted- Average Exercise Price | ||
Outstanding, Beginning Balance (in dollars per share) | $ 8.03 | |
Granted (in dollars per share) | 6.70 | |
Exercised (in dollars per share) | 3.64 | |
Cancelled or forfeited (in dollars per share) | 11.73 | |
Outstanding, Ending Balance (in dollars per share) | 7.73 | $ 8.03 |
Exercisable (in dollars per share) | 8.18 | |
Vested and expected to vest (in dollars per share) | $ 7.73 | |
Weighted- Average Remaining Contractual Term (years) | ||
Outstanding (in years) | 8 years 2 months 12 days | 8 years |
Exercisable (in years) | 7 years | |
Vested and expected to vest (in years) | 8 years 2 months 12 days | |
Aggregate Intrinsic Value (in thousands)(1) | ||
Outstanding | $ 4,031 | $ 6,432 |
Exercisable | 3,161 | |
Vested and expected to vest | $ 4,031 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Estimated Fair Value of Stock Options on the Grant Date Using Black-Scholes Option-Pricing Model (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 75.70% | 74.90% |
Expected term (in years) | 5 years | 5 years |
Risk-free interest rate | 4% | 3.50% |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 75.90% | 75% |
Expected term (in years) | 6 years | 6 years |
Risk-free interest rate | 4.30% | 4.10% |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Restricted Stock Units Activity (RSUs) (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Shares Underlying Outstanding RSUs and PSUs | |
Granted (in shares) | shares | 995,767 |
Weighted-Average Grant Date Fair Value per RSU and PSU | |
Granted, Weighted-Average Grant Date Fair Value per RSU (in dollars per share) | $ / shares | $ 6.81 |
Restricted Stock Units RSU and Performance-Based RSUs | |
Number of Shares Underlying Outstanding RSUs and PSUs | |
Unvested, beginning of period (in shares) | shares | 205,357 |
Vested (in shares) | shares | (15,000) |
Forfeited (in shares) | shares | (5,576) |
Unvested, end of period (in shares) | shares | 1,180,548 |
Weighted-Average Grant Date Fair Value per RSU and PSU | |
Unvested, Weighted-Average Grant Date Fair Value per RSU, Beginning Balance (in dollars per share) | $ / shares | $ 8.49 |
Vested, Weighted-Average Grant Date Fair Value per RSU and PRSU (in dollars per share) | $ / shares | 10.64 |
Forfeited, Weighted-Average Grant Date Fair Value per RSU and PRSU (in dollars per share) | $ / shares | 8.65 |
Unvested, Weighted-Average Grant Date Fair Value per RSU, Ending Balance (in dollars per share) | $ / shares | $ 7.04 |
Stock Based Compensation - Sc_4
Stock Based Compensation - Schedule of Stock Option Expenses Related to Employee and Non-Employee Stock Options Granted (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | $ 3,988 | $ 3,131 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | 1,617 | 1,310 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | $ 2,371 | $ 1,821 |
Stock Based Compensation - Sc_5
Stock Based Compensation - Schedule of Stock-based Compensation Expense Related to Equity-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | $ 3,988 | $ 3,131 |
Stock options | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | 3,489 | 2,798 |
ESPP | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | 72 | 142 |
RSUs | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total | $ 427 | $ 191 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Details) - 2017 Plan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, Employer matching contribution percent of match | 4% | |
Employer contribution | $ 0.4 | $ 0.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (41,234) | $ (28,044) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 89,302,937 | 61,186,514 |
Weighted-average common shares outstanding, diluted (in shares) | 89,302,937 | 61,186,514 |
Net loss per share, basic (in dollars per share) | $ (0.46) | $ (0.46) |
Net loss per share, diluted (in dollars per share) | $ (0.46) | $ (0.46) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of the Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 13,331,311 | 9,488,479 |
Stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 12,094,332 | 9,102,960 |
Restricted Stock Units RSU and Performance-Based RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,128,191 | 236,169 |
Shares committed under ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 108,788 | 149,350 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Apr. 22, 2024 USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Litigation settlement, expense | $ 3.9 |