Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | MERUS N.V. | |
Trading Symbol | MRUS | |
Entity Central Index Key | 0001651311 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 58,687,551 | |
Entity File Number | 001-37773 | |
Entity Incorporation, State or Country Code | P7 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Uppsalalaan 17 | |
Entity Address, City or Town | Utrecht | |
Entity Address, Postal Zip Code | 3584 CT | |
Entity Address, Country | NL | |
City Area Code | +31 85 | |
Local Phone Number | 016 2500 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common shares, nominal value €0.09 per share | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 178,168 | $ 204,246 |
Marketable securities | 159,328 | 150,130 |
Accounts receivable | 58,726 | 2,429 |
Prepaid expenses and other current assets | 14,038 | 12,009 |
Total current assets | 410,260 | 368,814 |
Marketable securities | 61,167 | 57,312 |
Property and equipment, net | 11,336 | 12,135 |
Operating lease right-of-use assets | 10,767 | 11,362 |
Intangible assets, net | 1,716 | 1,800 |
Deferred tax assets | 277 | 1,199 |
Other assets | 2,560 | 2,872 |
Total assets | 498,083 | 455,494 |
Current liabilities: | ||
Accounts payable | 7,488 | 4,602 |
Accrued expenses and other liabilities | 33,361 | 38,482 |
Income taxes payable | 1,822 | 1,646 |
Current portion of lease obligation | 1,674 | 1,674 |
Current portion of deferred revenue | 34,142 | 22,685 |
Total current liabilities | 78,487 | 69,089 |
Lease obligation | 9,853 | 10,488 |
Deferred revenue, net of current portion | 60,295 | 19,574 |
Total liabilities | 148,635 | 99,151 |
Commitments and contingencies - Note 6 | ||
Shareholders' equity: | ||
Common shares, EUR 0.09 par value; 67,500,000 shares authorized at March 31, 2024 and December 31, 2023; 58,687,551 and 57,825,879 shares issued and outstanding as at March 31, 2024 and December 31, 2023, respectively | 5,968 | 5,883 |
Additional paid-in capital | 1,160,918 | 1,126,054 |
Accumulated other comprehensive income | (29,921) | (22,533) |
Accumulated deficit | (787,517) | (753,061) |
Total shareholders' equity | 349,448 | 356,343 |
Total liabilities and shareholders' equity | $ 498,083 | $ 455,494 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - € / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common shares, par value | € 0.09 | € 0.09 |
Common shares, authorized | 67,500,000 | 67,500,000 |
Common shares, issued | 58,687,551 | 57,825,879 |
Common shares, outstanding | 58,687,551 | 57,825,879 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 7,889 | $ 13,499 |
Operating expenses: | ||
Research and development | 38,584 | 34,865 |
General and administrative | 16,114 | 15,386 |
Total operating expenses | 54,698 | 50,251 |
Operating loss | (46,809) | (36,752) |
Other income, net: | ||
Interest income, net | 4,917 | 1,995 |
Foreign exchange gains (loss) | 8,534 | (5,441) |
Total other income (loss), net | 13,451 | (3,446) |
Net loss before income taxes | (33,358) | (40,198) |
Income tax expense | 1,098 | (457) |
Net loss | (34,456) | (39,741) |
Other comprehensive loss: | ||
Currency translation adjustment | (7,388) | 4,242 |
Comprehensive loss | $ (41,844) | $ (35,499) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.59) | $ (0.86) |
Diluted | $ (0.59) | $ (0.86) |
Weighted-average common shares outstanding: | ||
Basic | 58,085,416 | 46,323,772 |
Diluted | 58,085,416 | 46,323,772 |
Collaboration Revenue [Member] | ||
Total revenue from contracts with customers | $ 7,889 | $ 13,499 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (34,456) | $ (39,741) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property and equipment | 561 | 534 |
Amortization of intangible assets | 46 | 54 |
Foreign exchange losses (gains) | (8,616) | 5,842 |
Share-based compensation expense | 4,793 | 5,750 |
Amortization (accretion) of discount on investments | (1,149) | (1,003) |
Deferred tax expense (benefit) | 923 | (328) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (56,594) | (631) |
Operating lease right-of-use assets and lease obligations | (23) | (18) |
Prepaid expenses and other current assets | (2,009) | 879 |
Accounts payable | 3,039 | (3,447) |
Accrued expenses and other liabilities | (4,226) | 3,758 |
Deferred revenue | 53,323 | (8,392) |
Net cash used in operating activities | (44,388) | (36,743) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of marketable securities | (58,825) | (65,228) |
Proceeds from maturities of marketable securities | 46,809 | 60,441 |
Purchases of property and equipment | (63) | (3,620) |
Net cash provided by (used in) investing activities | (12,079) | (8,407) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from share issuance - Gilead Collaboration | 22,613 | 0 |
Proceeds from share options exercised | 7,543 | 217 |
Net cash provided by financing activities | 30,156 | 217 |
Foreign exchange impact on cash, cash equivalents and restricted cash | 222 | (171) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (26,089) | (45,104) |
Cash, cash equivalents, and restricted cash, beginning of period | 205,014 | 148,439 |
Cash, cash equivalents, and restricted cash, end of period | 178,925 | 103,335 |
SUPPLEMENTAL DISCLOSURES: | ||
Lease liabilities arising from obtaining right-of-use assets | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-cash purchases of property, equipment and intangibles | 1 | 32 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and cash equivalents | 178,168 | 102,635 |
Restricted cash included in non-current other assets | 757 | 700 |
Cash, cash equivalents, and restricted cash, end of period | $ 178,925 | $ 103,335 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Gilead [Member] | Common Shares [Member] | Common Shares [Member] Gilead [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] Gilead [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2022 | $ 247,055 | $ 4,751 | $ 870,874 | $ (598,122) | $ (30,448) | |||
Beginning balance, shares at Dec. 31, 2022 | 46,310,589 | |||||||
Exercise of share options and vesting of restricted share units | 217 | $ 3 | 214 | |||||
Exercise of share options and vesting of restricted share units, shares | 30,592 | |||||||
Share-based compensation | 5,750 | 5,750 | ||||||
Currency translation adjustment | 4,242 | 4,242 | ||||||
Net loss | (39,741) | (39,741) | ||||||
Ending balance at Mar. 31, 2023 | 217,523 | $ 4,754 | 876,838 | (637,863) | (26,206) | |||
Ending balance, shares at Mar. 31, 2023 | 46,341,181 | |||||||
Beginning balance at Dec. 31, 2023 | 356,343 | $ 5,883 | 1,126,054 | (753,061) | (22,533) | |||
Beginning balance, shares at Dec. 31, 2023 | 57,825,879 | |||||||
Issuance of common share | $ 22,613 | $ 45 | $ 22,568 | |||||
Issuance of common share, net, shares | 452,527 | |||||||
Exercise of share options and vesting of restricted share units | 7,543 | $ 40 | 7,503 | |||||
Exercise of share options and vesting of restricted share units, shares | 409,145 | |||||||
Share-based compensation | 4,793 | 4,793 | ||||||
Currency translation adjustment | (7,388) | (7,388) | ||||||
Net loss | (34,456) | (34,456) | ||||||
Ending balance at Mar. 31, 2024 | $ 349,448 | $ 5,968 | $ 1,160,918 | $ (787,517) | $ (29,921) | |||
Ending balance, shares at Mar. 31, 2024 | 58,687,551 |
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 Income (Loss) | $ (34,456) | $ (39,741) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Overview
Overview | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. Overview Merus N.V. is a clinical-stage oncology company developing innovative antibody therapeutics, headquartered in Utrecht, the Netherlands. Merus US, Inc. is a wholly-owned subsidiary of Merus N.V. located at 139 Main Street, Cambridge, Massachusetts, United States (collectively, the “Company”). Since inception, the Company has generated an accumulated deficit of $ 787.5 million as of March 31, 2024. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as its antibody candidates advance through discovery, pre-clinical development and clinical trials and as it seeks regulatory approval and pursues commercialization of any approved antibody candidate. As a result, the Company may need additional financing to support its continuing operations. Until the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through public equity offerings, debt financings, or other sources, which may include collaborations, business development and licensing opportunities with third parties. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The Company’s inability to raise capital as and when needed would have a negative impact on its financial condition and ability to pursue its business strategy. The Company will need to generate significant revenues to achieve profitability and may never do so. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024 (the “Annual Report on Form 10-K”). There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2024. Basis of Presentation The Company prepared its unaudited consolidated condensed financial statements in compliance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The unaudited condensed consolidated financial statements include the accounts of Merus N.V. and its wholly owned, controlled subsidiary, Merus US, Inc. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, these financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended March 31, 2024 and 2023 are referred to as the first quarter of 2024 and 2023, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The unaudited condensed consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2023, included in the Annual Report on Form 10-K. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable security balances. After considering the Company’s current research and development plans and the timing expectations related to the progress of its clinical-stage programs and its plans to pursue commercialization of any antibody candidate, if approved, and after considering its existing cash, cash equivalents and marketable securities as of March 31, 2024 , the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. Additional details of the Company’s cash runway are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. New Accounting Pronouncements The Company considers the applicability and impact of any recent Accounting Standards Update ("ASU") issued by the Financial Accounting Standards Board ("FASB"). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements. |
Investments in Debt Securities
Investments in Debt Securities | 3 Months Ended |
Mar. 31, 2024 | |
Debt Securities [Abstract] | |
Investments in Debt Securities | 3. Investments in Debt Securities The following tables summarize the Company’s investments in debt securities and their presentation in the condensed consolidated balance sheet: March 31, December 31, (in thousands) Money market funds $ 14,014 $ 24,273 Corporate paper and notes 154,127 146,415 U.S. government agency securities 34,146 39,456 U.S. treasuries 32,222 21,571 Total $ 234,509 $ 231,715 Fair value of debt securities $ 234,367 $ 231,945 March 31, December 31, (in thousands) Cash equivalents $ 14,014 $ 24,273 Current marketable securities 159,328 150,130 Non-current marketable securities 61,167 57,312 Total $ 234,509 $ 231,715 The Company does not intend to sell and it is unlikely that the Company will be required to sell the above investments before recovery of their amortized cost bases, which may be at maturity. The Company determined that there was no material change in the credit risk of any of its investments. The fair value of money market funds is determined based on publicly available market price for these funds (Level 1). The fair value of other debt securities is determined based on the publicly available inputs which includes a market price for the same or similar instruments adjusted for estimates in interest yield (Level 2). |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | 4. Supplemental Balance Sheet Information Prepaid expenses and other current assets consisted of the following: March 31, December 31, (in thousands) Prepaid research and development expenses $ 7,632 $ 6,872 Prepaid general and administrative expenses 3,136 2,058 Interest receivable 1,693 1,552 Other 1,577 1,527 Total $ 14,038 $ 12,009 Accrued expenses and other liabilities consisted of the following: March 31, December 31, (in thousands) Accrued research and development expenses $ 23,928 $ 27,970 Accrued personnel costs 3,577 8,348 Accrued general and administrative expenses 5,022 2,129 Other 834 35 Total $ 33,361 $ 38,482 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company files income tax returns in the U.S. federal and Massachusetts jurisdictions as well as in the Netherlands. The components of the income tax expense (benefit) from continuing operations are as follows: Three Months Ended 2024 2023 (in thousands) U.S. federal $ 124 $ ( 93 ) U.S. state 51 ( 36 ) Total current income tax expense (benefit) $ 175 $ ( 129 ) U.S. federal $ 653 $ ( 232 ) U.S. state 270 ( 96 ) Total deferred income tax expense (benefit) $ 923 $ ( 328 ) Total income tax expense (benefit) $ 1,098 $ ( 457 ) After consideration of all positive and negative evidence, we believe that it is more-likely-than-not that the Netherlands deferred tax assets that are not supported by reversing temporary differences, will not be realized. As a result, we established a full valuation allowance against deferred tax assets of the Netherlands. Under Dutch tax law, net operating loss carryforwards may be used to offset future taxable income in full up to € 1.0 million and 50 % of taxable income that exceeds € 1.0 million. Effective as of January 1, 2022, these losses can be carried forward indefinitely. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Litigation From time to time, the Company may be involved in various claims and legal proceedings relating to or arising out of the Company’s operations. The Company is not currently a party to any material legal proceedings. On August 19, 2022, Kymab Limited ("Kymab"), a subsidiary of Sanofi, filed a notice of opposition against the Company's EP3456190 patent (the "'190 patent"), entitled "Antibody Producing Transgenic Murine Animal," in the European Opposition Division of the European Patent Office (the "EPO"). The notice asserted, as applicable, the '190 patent is contrary to the provision of Article 123(2) EPC, Article 75(1) EPC and Article 100(c) EPC, and alleges the '190 patent lacks novelty and/or is obvious contrary to the provisions of Articles 54 and/or 56 EPC, and Article 100(a) EPC, and that the specification of the '190 patent does not provide sufficient disclosure of the subject matter of the inventions contravening Article 83 EPC and Article 100(b). On January 17, 2023, the Company timely filed a response before the European Opposition Division of the EPO contesting each of these assertions, with further oral proceedings scheduled to follow on January 18, 2024. On June 2, 2023, the European Opposition Division issued a non-binding preliminary decision. On January 18, 2024, the European Opposition Division held oral proceedings addressing each allegation of invalidity raised by Kymab and maintained the '190 patent as granted, and issued a written decision documenting these conclusions on February 16, 2024. In April 2024, Kymab filed a notice of appeal before the Technical Board of Appeals with further proceedings to follow. The Company does not expect significant impact on its assets or liabilities as a result of the opposition proceeding. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has noncancelable operating leases for offices and lab spaces expiring at various dates through 2032. On December 7, 2022, the Company signed a second lease amendment terminating the lease for the former corporate headquarters as of January 1, 2023. The Company continued to make payments through mid-February 2023. The Company accounted for the second amendment as a lease modification and reduced the lease liability and right-of-use asset by approximately $ 0.1 million to equal to the remaining lease payments. As of March 31, 2023, the lease liability and right-of-use asset for the former corporate headquarters was $ 0 . In July 2019, the Company entered into a lease agreement with Kadans Science Partner XIII B.V. for the Accelerator headquarters, which commenced in April 2022. On April 5, 2023, in accordance with the terms of the lease agreement, the annual rent for the Accelerator lease increased due to increases in the consumer price index (CPI). The portion of the rent payments related to the CPI index are included within variable lease costs. There have been no changes in the Company’s lease arrangements for the three months ended March 31, 2024. The components of lease expense for the three months ended March 31, 2024 and 2023 are as follows: Three Months Ended 2024 2023 (in thousands) Lease cost Operating lease cost $ 516 $ 712 Variable lease cost 55 28 Total lease cost included in operating expenses $ 571 $ 740 Other information Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows $ 543 $ 742 |
Collaborations
Collaborations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 8. Collaborations Gilead On March 5, 2024, the Company entered into a collaboration, option and license agreement (the “Gilead Collaboration Agreement”) and Share Subscription Agreement (the “Subscription Agreement”) with Gilead Sciences, Inc. (“Gilead”). Gilead agreed to pay the Company a $ 56.0 million, non-refundable upfront payment, and purchased 452,527 common shares at a stated price per share of $ 55.2454 for an aggregate purchase price of $ 25.0 million. Merus is also eligible to receive license option exercise payments, potential development and commercialization milestones, tiered royalties on product sales should Gilead successfully commercialize a therapy from the collaboration, and an initiation fee should Gilead exercise its right to include a third Program in the collaboration. Under the terms of the Gilead Collaboration Agreement, the Company and Gilead agreed to collaborate on the use of Merus’ proprietary Triclonics® platform to develop certain trispecific T-cell engaging multi-specific antibody products for the treatment of certain indications. The collaboration shall include at least two, but may include up to three, separate preclinical research programs (each, a “Program”) for the design and validation of candidates directed to the applicable Program targets selected by Gilead. On a Program-by-Program basis, the Company has granted Gilead an exclusive option to obtain an exclusive license for such Program. If Gilead exercises the license option with respect to a Program, Gilead will be responsible for clinical development and commercialization of the products arising from such Program. Upon exercise of its option to include the third Program in the collaboration, Gilead will pay the Company a non-refundable upfront initiation fee of $ 28.0 million. If Gilead exercises its option to obtain exclusive licenses for all three Programs and has filed an Investigational New Drug Application (“IND”) for Program #1 and Program #2, Merus shall have the option to share in the worldwide net profit or loss, including development costs and expenses for the third Program only. The initial term of the arrangement is the shorter of the completion of all activities under the applicable research plan or forty-eight months following the initiation of research plan activities. If, as of the fourth anniversary of the initiation of activities under the applicable Program, Merus has not completed the activities under the then current mutually agreed research plans in accordance with the timelines set forth therein (other than due to the act or omission of Gilead), the applicable term shall automatically be extended by an additional twelve months (for a maximum term of sixty months). The arrangement may be terminated in its entirety or in relation to one or more Programs for any reason at any time upon ninety (90) days prior written notice to Merus. At inception of the arrangement, the Company identified two performance obligations for each of the initial two Programs. The first is the License and Research single performance obligation comprised of a combined delivery of a nonexclusive license and related activities, including research activities associated with the Program and the activities of the joint steering committee. The second is the twelve-month extension (material right) for the Program. Merus accounted for the Program-by-Program options to obtain exclusive licenses as a marketing offer because the exclusive license provides Gilead with additional clinical development and commercialization rights, and the license option exercise fee of $ 10.0 million on a Program-by-Program basis was estimated to be offered at the standalone selling price. The option to include a third Program was accounted for as a marketing offer because the non-refundable upfront initiation fee of $ 28.0 million was estimated to be offered at the standalone selling price. The transaction price at inception was comprised of fixed consideration of $ 58.4 million that was derived from the $ 56.0 million non-refundable upfront payment and $ 25.0 million common shares purchase proceeds, net of the fair value of the common shares delivered to Gilead of $ 22.6 million. All other consideration under the arrangement was determined to be variable consideration and fully constrained at inception. The fixed consideration was allocated equally between the Program #1 and Program #2 License and Research performance obligations. The equal allocation of the fixed consideration was based on the estimated standalone selling price of each performance obligation as each was materially the same. The Company initially deferred $ 58.4 million allocated to the performance obligations to be recognized as revenue over time using an output method to measure progress towards completing the research activities dictated by each Program’s respective research plan. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be included in the transaction price for each performance obligation and recognized in future periods in accordance with the Company’s revenue recognition policy. The revenue recognized relating to each combined performance obligation is presented in the notes according to the source of consideration received (upfront and milestone), reflective of their differing timing of receipt. As of March 31, 2024 , research activities had not begun, and no milestones have been achieved. The Company received the $ 56.0 million upfront payment from Gilead in April 2024. Lilly On January 18, 2021, Eli Lilly and Company (“Lilly”) agreed to pay the Company a $ 40.0 million, non-refundable upfront payment, and purchased 706,834 common shares at a stated price per share of $ 28.295 , for an aggregate purchase price of $ 20.0 million. The Company and Lilly agreed to collaborate with respect to the discovery and research of bispecific antibodies utilizing the Company’s proprietary Biclonics® bispecific technology platform. The collaboration encompasses up to three (3) independent programs directed to the generation of T-cell re-directing bispecific antibodies that bind CD3 and a tumor associated antigen target selected by Lilly to be the subject of each program. The objective of each program is to develop a lead compound that Lilly would be able to continue to develop through clinical trials. Lilly agreed to fund the research activities the Company conducts for each program under an agreed research plan and budget. Lilly receives an exclusive, worldwide, royalty-bearing, sublicensable license, under certain patent rights and know-how to exploit certain compounds and products directed to designated targets in combination with targeting CD3, or directed to such designated target(s) alone as a monospecific antibody or monospecific antibody drug conjugate, subject to rights granted by Merus to third parties under one or more existing third party agreements. Merus retains all rights not granted to Lilly. Lilly has certain rights to replace selected targets, including the right to substitute a target selection after initial selection for a period of time. The Company may be entitled to further milestones and royalties in the future dependent on development and commercialization of any resulting product. The initial term of the arrangement includes a three-year research term for the Company to perform research and development activities, subject to two extension terms of six months at Lilly’s discretion. While the arrangement may be terminated in its entirety or on a program-by-program basis at will by Lilly, there are no direct costs or penalties to Lilly to terminate the arrangement prior to the end of the initial term. At inception of the arrangement, the Company identified a single performance obligation comprised of a combined delivery of a license and related activities, including research activities associated with a product candidate against the first target and the activities of the joint steering committee. The Company also identified two other combined performance obligations relating to options exercisable by Lilly to select a second and third target to advance a second and third product candidate against the selected targets through discovery and research. The transaction price at inception was comprised of fixed consideration of $ 43.5 million that was derived from the $ 40.0 million upfront payment and $ 20.0 million share purchase proceeds, net of the fair value of the shares delivered to Lilly of $ 16.5 million, and variable consideration associated with the funding of research services for the product candidate against the first target at inception. All other consideration under the arrangement was determined to be variable consideration and fully constrained at inception. The fixed consideration was allocated equally amongst the three performance obligations and the variable consideration associated with each target was allocated to the performance obligation of each respective target. The equal allocation of the fixed consideration was based on the estimated standalone selling price of each performance obligation as each was materially the same. On February 12, 2021, the Company and Lilly completed the initial exchange of fixed consideration and transfer of common shares. The Company initially deferred $ 43.5 million allocated to the performance obligations to be recognized as revenue over time using a cost-to-cost measure of progress toward the development of a lead compound for each respective target, anticipated to be recognized as revenue within the initial research term, along with research funding. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be included in the transaction price for each performance obligation and recognized in future periods in accordance with the Company’s revenue recognition policy. The revenue recognized relating to each combined performance obligation is presented in the notes according to the source of consideration received (upfront, reimbursement revenue, milestone), reflective of their differing timing of receipt. During the year ended December 31, 2022, Lilly substituted one of the target programs. The program timeline is expected to extend beyond the original research term. Under the current research plan, for the program to be completed in collaboration with Merus, Lilly would be required to extend the research term to 2025, subject to its discretion. Lilly exercised the first six month extension in October 2023 for which there was no associated fee. The program timeline is expected to extend beyond this first extension, and such an extension into 2025 would result in a fee of $ 0.5 million. The $ 0.5 million extension is included in the Lilly cost-to-cost model as of March 31, 2024 and December 31, 2023. As of March 31, 2024, research activities were on-going, and no milestones have been achieved. Incyte On January 23, 2017, the Company completed the sale of shares and exchange of a license with Incyte Corporation (“Incyte”). The Company initially deferred $ 152.6 million of the transaction price allocated to the license and related performance obligation as deferred revenue, to be recognized as revenue over time as the primary benefit of the license to Incyte is access to the Company’s intellectual property covering its Biclonics® technology platform for the generation of potential product candidates. Development milestones, commercialization milestones and royalties are variable consideration, fully constrained, to be recognized in future periods in accordance with the Company’s revenue recognition policy. Cost reimbursements for research services are recognized as they are performed over time as these are considered a separate performance obligation. In January 2022, the Company announced that Incyte elected to opt-out of its ex-U.S. development of MCLA-145, from the parties joint collaboration agreement executed in 2017. At inception of the collaboration, for the designated product candidate (MCLA-145), the Company retained the exclusive right to develop and commercialize products and product candidates in the United States, while Incyte obtained the exclusive right to develop and commercialize products and product candidates arising from such program outside the United States. For MCLA-145, the parties conducted and shared equally the costs of mutually agreed global development activities. Incyte’s opt-out of ex-U.S. rights to MCLA-145 provides the Company the exclusive right to develop and commercialize potential MCLA-145 products globally. Under the collaboration, Incyte continued to support the program for a limited time while ex-U.S. activities transitioned to the Company. Incyte will retain a right to a residual royalty of up to 4 % on sales of future commercialization of MCLA-145, if approved. During the three months ended March 31, 2024 , the Company recognized a $ 1.0 million milestone from Incyte related to candidate nomination. Ono In April 2014, the Company granted Ono Pharmaceutical Co., Ltd. (“Ono”) an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market a limited number of bispecific antibody candidates based on the Company’s Biclonics® technology platform against two undisclosed targets directed to a particular undisclosed target combination. On March 14, 2018, the Company granted Ono an exclusive, worldwide, royalty-bearing license, with the right to sublicense, research, test, make, use and market a limited number of bispecific antibody candidates based on the Company’s Biclonics® technology platform against two undisclosed targets directed to a particular undisclosed target combination. Ono agreed to pay the Company an upfront, non-refundable payment of € 0.7 million. In addition, the Company was entitled to € 0.3 million intended to compensate the Company for research services already completed upon entering into the agreement, and € 0.2 million to be paid to the Company over time for full-time equivalent funding. The Company is entitled to research and development milestones in addition to potential royalties on future sales of any bispecific antibody candidate that may be approved. The Company identified performance obligations for: (1) provision of a license for the target combination, and (2) research and development services. The Company concluded that Ono would be able to develop and benefit from the license, independent of the research and development services. Certain of the research and development services are capable of being performed by third parties with an appropriate sub-license, and are recognized over time as these services are delivered. Milestone payments are fully constrained as variable consideration to be recognized in future periods in accordance with the Company’s revenue recognition policy. Amounts related to the provision of the licenses were amortized over the intended period of use. There were no development or commercialization milestones achieved during the three months ended March 31, 2024. Contract Assets and Liabilities The following tables provide amounts by year indicated and by line item included in the Company's accompanying condensed consolidated financial statements attributable to transactions arising from its collaboration arrangements. The dollar amounts in the tables below are in thousands. Incyte Lilly Gilead Other Total CONTRACT ASSETS Accounts receivable Balance at January 1, 2024 $ — $ — $ — $ — $ — Billings 2,609 817 55,999 7 59,432 Cash receipts ( 1,608 ) ( 817 ) — ( 7 ) ( 2,432 ) Adjustments — — — — — Foreign exchange — — — — — Balance at March 31, 2024 $ 1,001 $ — $ 55,999 $ — $ 57,000 Unbilled receivables Balance at January 1, 2024 $ 1,397 $ 839 $ — $ 193 $ 2,429 Accrued receivables 2,425 298 56,045 — 58,768 Billings ( 2,609 ) ( 817 ) ( 56,045 ) — ( 59,471 ) Adjustments — — — — — Foreign exchange — — — — — Balance at March 31, 2024 $ 1,213 $ 320 $ — $ 193 $ 1,726 CONTRACT LIABILITIES Deferred revenue Balance at January 1, 2024 $ 36,325 $ 5,934 $ — $ — $ 42,259 Additions to contract consideration — — 58,387 — 58,387 Revenue recognized in the period ( 4,302 ) ( 810 ) — — ( 5,112 ) Foreign exchange ( 766 ) ( 126 ) ( 205 ) — ( 1,097 ) Balance at March 31, 2024 31,257 4,998 58,182 — 94,437 Less: current portion ( 17,228 ) ( 4,793 ) ( 12,121 ) — ( 34,142 ) Non-current balance at March 31, 2024 $ 14,029 $ 205 $ 46,061 $ — $ 60,295 The balance of unbilled receivables predominantly represents reimbursement revenue under the Company’s collaboration arrangements earned in the period to be billed and collected in the next period, generally quarterly. Contract Revenues and Expenses Three Months Ended March 31, 2024 (in thousands) Third Party Incyte Lilly Gilead Other Total Collaboration Revenue Upfront payments $ 4,302 $ 810 $ — $ — $ 5,112 Reimbursement revenue 1,458 314 — — 1,772 Milestones 1,000 — — — 1,000 Other — — — 5 5 Total collaboration revenue $ 6,760 $ 1,124 $ — $ 5 $ 7,889 Operating expenses: Research and development expense $ — $ — $ — $ — $ — General and administrative expense — — — — — Total operating expenses from collaborations $ — $ — $ — $ — $ — Revenue recognized that was included in deferred revenue at $ 4,302 $ 810 $ — $ — $ 5,112 Three Months Ended March 31, 2023 (in thousands) Third Party Incyte Lilly Gilead Other Total Collaboration Revenue Upfront payments $ 4,216 $ 4,176 $ — $ — $ 8,392 Reimbursement revenue 1,366 1,191 — — 2,557 Milestones 2,501 — — — 2,501 Other — — — 49 49 Total collaboration revenue $ 8,083 $ 5,367 $ — $ 49 $ 13,499 Operating expenses: Research and development expense $ 24 $ — $ — $ — $ 24 General and administrative expense — — — — — Total operating expenses from collaborations $ 24 $ — $ — $ — $ 24 Revenue recognized that was included in deferred revenue at $ 4,216 $ 4,176 $ — $ — $ 8,392 |
Common Share
Common Share | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Share | 9. Common Share Share Issuances In May 2021, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell from time to time up to $ 125.0 million of the Company’s common shares through an “at-the-market” offering program under which Jefferies acts as the sales agent. Subject to the terms and conditions of the Sales Agreement, Jefferies could sell the common shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies was entitled to compensation at a commission rate of up to 3.0 % of the gross proceeds of shares sold under the Sales Agreement. In connection with the sale of the common shares on the Company's behalf, Jefferies was deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies was deemed to be underwriting commissions or discounts. The Company agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. As of December 31, 2022, the Company, pursuant to the Sales Agreement, had issued and sold an aggregate of 2,720,846 shares of its common shares resulting in gross proceeds of $ 59.5 million, before deducting sales agent fees of $ 1.7 million. During the three months ended June 30, 2023, the Company sold 3,272,280 shares of its common shares under the Sales Agreement for gross proceeds of approximately $ 65.5 million and net proceeds of approximately $ 63.8 million, after deducting sales agent fees. Having sold approximately $ 124.9 million of the $ 125.0 million available under the Sales Agreement, on May 22, 2023, the Company delivered written notice to Jefferies, effective as of such date, to terminate the Sales Agreement. The Company was not subject to any termination penalties related to the termination of the Sales Agreement. On August 9, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, BofA Securities, Inc., Guggenheim Securities, LLC and William Blair & Company, L.L.C., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the issuance and sale by the Company in a public offering of 6,818,182 common shares of the Company, nominal value € 0.09 per share, at a public offering price of $ 22.00 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 and accompanying prospectus (Registration No. 333-255903), which became effective upon filing on May 7, 2021, and a prospectus supplement thereunder. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,022,727 common shares at the public offering price, less underwriting discounts and commissions. On August 10, 2023, the Underwriters exercised this option in full. The offering closed on August 14, 2023, and the Company received net proceeds of $ 162.2 million, after deducting underwriting discounts and fees. In February 2024, the Company entered into an Open Market Sale Agreement (the “2024 Sales Agreement”) with Jefferies LLC to sell from time to time up to $ 300.0 million of the Company’s common shares through an “at-the-market” offering program under which Jefferies acts as the sales agent. Subject to the terms and conditions of the 2024 Sales Agreement, Jefferies could sell the common shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies was entitled to compensation at a commission rate of up to 3.0 % of the gross proceeds of any shares sold under the 2024 Sales Agreement. In connection with any sale of the common shares on the Company's behalf, Jefferies would be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies would be deemed to be underwriting commissions or discounts. The Company agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. There have been no sales under the Sales Agreement through March 31, 2024. In connection with entering into the Gilead Collaboration Agreement in March 2024, pursuant to the Subscription Agreement, Gilead purchased 452,527 common shares of the Company at a price per share of $ 55.25 for aggregate gross proceeds to the Company of approximately $ 25.0 million. Gilead agreed not to transfer, sell, or otherwise dispose of the shares for a period of time following the purchase of the shares, subject to certain customary exceptions. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 10. Employee Benefits Share-Based Compensation Share-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended 2024 2023 (in thousands) Research and development $ 1,895 $ 2,858 General and administrative 2,898 2,892 Total $ 4,793 $ 5,750 The weighted-average grant date fair value of options, estimated as of the grant date using the Black Scholes option pricing model was $ 26.90 per option for the 49,475 options granted during the three months ended March 31, 2024 . The following assumptions were used to estimate the fair value of the options granted during the three months ended March 31, 2024. Volatility 67.5 % Risk-free interest rate 4.0 % Expected holding period (in years) 6.1 Dividend yield - Contingent Share Option Awards On February 1, 2024, the Board of Directors approved the grant of share options to purchase 2,446,045 shares of our common shares, at an exercise price of $ 36.09 per share, to employees as the annual grant for 2024. These share option grants were approved subject to Company's general meeting resolving upon, and the Board of Directors having implemented through an amendment to the Company's articles of association, an increase in the authorized share capital sufficient to satisfy the award set forth in the resolution (such shareholder resolution to be proposed to the Company's annual general meeting to be held in 2024) (the “Shareholder Approval Condition”), provided that such options will be forfeited if the Shareholder Approval Condition is not satisfied ultimately by January 1, 2025. On May 7, 2024, the shareholders approved the amendment to the Company’s articles of association, including the requisite increase in the authorized share capital satisfying the Shareholder Approval Condition, therefore the grant-date fair value of the contingent shares will be based on the Black-Scholes valuation model based on the fair market value of the share on the shareholder approval date. No share-based compensation expense was recorded in the first quarter of 2024 relating to this contingent share option grant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Presentation The Company prepared its unaudited consolidated condensed financial statements in compliance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The unaudited condensed consolidated financial statements include the accounts of Merus N.V. and its wholly owned, controlled subsidiary, Merus US, Inc. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, these financial statements reflect all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended March 31, 2024 and 2023 are referred to as the first quarter of 2024 and 2023, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. The unaudited condensed consolidated financial statements presented herein do not contain the required disclosures under U.S. GAAP for annual financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2023, included in the Annual Report on Form 10-K. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable security balances. After considering the Company’s current research and development plans and the timing expectations related to the progress of its clinical-stage programs and its plans to pursue commercialization of any antibody candidate, if approved, and after considering its existing cash, cash equivalents and marketable securities as of March 31, 2024 , the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. Additional details of the Company’s cash runway are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. |
New Accounting Pronouncements | New Accounting Pronouncements The Company considers the applicability and impact of any recent Accounting Standards Update ("ASU") issued by the Financial Accounting Standards Board ("FASB"). Based on the assessment, the ASUs were determined to be either not applicable or are expected to have minimal impact on the Company's condensed consolidated financial statements. |
Investments in Debt Securities
Investments in Debt Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Securities [Abstract] | |
Summary of Investments in Debt Securities in Condensed Consolidated Balance Sheet | The following tables summarize the Company’s investments in debt securities and their presentation in the condensed consolidated balance sheet: March 31, December 31, (in thousands) Money market funds $ 14,014 $ 24,273 Corporate paper and notes 154,127 146,415 U.S. government agency securities 34,146 39,456 U.S. treasuries 32,222 21,571 Total $ 234,509 $ 231,715 Fair value of debt securities $ 234,367 $ 231,945 March 31, December 31, (in thousands) Cash equivalents $ 14,014 $ 24,273 Current marketable securities 159,328 150,130 Non-current marketable securities 61,167 57,312 Total $ 234,509 $ 231,715 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: March 31, December 31, (in thousands) Prepaid research and development expenses $ 7,632 $ 6,872 Prepaid general and administrative expenses 3,136 2,058 Interest receivable 1,693 1,552 Other 1,577 1,527 Total $ 14,038 $ 12,009 |
Summary of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following: March 31, December 31, (in thousands) Accrued research and development expenses $ 23,928 $ 27,970 Accrued personnel costs 3,577 8,348 Accrued general and administrative expenses 5,022 2,129 Other 834 35 Total $ 33,361 $ 38,482 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Expense for (Benefit) from Income Taxes | The components of the income tax expense (benefit) from continuing operations are as follows: Three Months Ended 2024 2023 (in thousands) U.S. federal $ 124 $ ( 93 ) U.S. state 51 ( 36 ) Total current income tax expense (benefit) $ 175 $ ( 129 ) U.S. federal $ 653 $ ( 232 ) U.S. state 270 ( 96 ) Total deferred income tax expense (benefit) $ 923 $ ( 328 ) Total income tax expense (benefit) $ 1,098 $ ( 457 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Components of Lease Cost | The components of lease expense for the three months ended March 31, 2024 and 2023 are as follows: Three Months Ended 2024 2023 (in thousands) Lease cost Operating lease cost $ 516 $ 712 Variable lease cost 55 28 Total lease cost included in operating expenses $ 571 $ 740 Other information Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows $ 543 $ 742 |
Collaborations (Tables)
Collaborations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Company's Accompanying Condensed Consolidated Financial Statements Attributable to Transactions Arising From Collaboration Arrangements | The following tables provide amounts by year indicated and by line item included in the Company's accompanying condensed consolidated financial statements attributable to transactions arising from its collaboration arrangements. The dollar amounts in the tables below are in thousands. Incyte Lilly Gilead Other Total CONTRACT ASSETS Accounts receivable Balance at January 1, 2024 $ — $ — $ — $ — $ — Billings 2,609 817 55,999 7 59,432 Cash receipts ( 1,608 ) ( 817 ) — ( 7 ) ( 2,432 ) Adjustments — — — — — Foreign exchange — — — — — Balance at March 31, 2024 $ 1,001 $ — $ 55,999 $ — $ 57,000 Unbilled receivables Balance at January 1, 2024 $ 1,397 $ 839 $ — $ 193 $ 2,429 Accrued receivables 2,425 298 56,045 — 58,768 Billings ( 2,609 ) ( 817 ) ( 56,045 ) — ( 59,471 ) Adjustments — — — — — Foreign exchange — — — — — Balance at March 31, 2024 $ 1,213 $ 320 $ — $ 193 $ 1,726 CONTRACT LIABILITIES Deferred revenue Balance at January 1, 2024 $ 36,325 $ 5,934 $ — $ — $ 42,259 Additions to contract consideration — — 58,387 — 58,387 Revenue recognized in the period ( 4,302 ) ( 810 ) — — ( 5,112 ) Foreign exchange ( 766 ) ( 126 ) ( 205 ) — ( 1,097 ) Balance at March 31, 2024 31,257 4,998 58,182 — 94,437 Less: current portion ( 17,228 ) ( 4,793 ) ( 12,121 ) — ( 34,142 ) Non-current balance at March 31, 2024 $ 14,029 $ 205 $ 46,061 $ — $ 60,295 |
Summary of Company's Collaboration Arrangements Earned in Period to Be Billed and Collected in Next Period | Contract Revenues and Expenses Three Months Ended March 31, 2024 (in thousands) Third Party Incyte Lilly Gilead Other Total Collaboration Revenue Upfront payments $ 4,302 $ 810 $ — $ — $ 5,112 Reimbursement revenue 1,458 314 — — 1,772 Milestones 1,000 — — — 1,000 Other — — — 5 5 Total collaboration revenue $ 6,760 $ 1,124 $ — $ 5 $ 7,889 Operating expenses: Research and development expense $ — $ — $ — $ — $ — General and administrative expense — — — — — Total operating expenses from collaborations $ — $ — $ — $ — $ — Revenue recognized that was included in deferred revenue at $ 4,302 $ 810 $ — $ — $ 5,112 Three Months Ended March 31, 2023 (in thousands) Third Party Incyte Lilly Gilead Other Total Collaboration Revenue Upfront payments $ 4,216 $ 4,176 $ — $ — $ 8,392 Reimbursement revenue 1,366 1,191 — — 2,557 Milestones 2,501 — — — 2,501 Other — — — 49 49 Total collaboration revenue $ 8,083 $ 5,367 $ — $ 49 $ 13,499 Operating expenses: Research and development expense $ 24 $ — $ — $ — $ 24 General and administrative expense — — — — — Total operating expenses from collaborations $ 24 $ — $ — $ — $ 24 Revenue recognized that was included in deferred revenue at $ 4,216 $ 4,176 $ — $ — $ 8,392 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Summary of Share-based Compensation Expense Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss | Share-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended 2024 2023 (in thousands) Research and development $ 1,895 $ 2,858 General and administrative 2,898 2,892 Total $ 4,793 $ 5,750 |
Summary of Assumptions Used to Estimate Fair Value of Options Granted | The following assumptions were used to estimate the fair value of the options granted during the three months ended March 31, 2024. Volatility 67.5 % Risk-free interest rate 4.0 % Expected holding period (in years) 6.1 Dividend yield - |
Overview - Additional Informati
Overview - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (787,517) | $ (753,061) |
Investments in Debt Securitie_2
Investments in Debt Securities - Summary of Investments in Debt Securities in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | $ 234,509 | $ 231,715 |
Fair value of debt securities | 234,367 | 231,945 |
Cash equivalents [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 14,014 | 24,273 |
Current marketable securities [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 159,328 | 150,130 |
Non-current marketable securities [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 61,167 | 57,312 |
Money market funds [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 14,014 | 24,273 |
Corporate paper and notes [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 154,127 | 146,415 |
U.S. government agency securities [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | 34,146 | 39,456 |
U.S. treasuries [member] | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Total | $ 32,222 | $ 21,571 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development expenses | $ 7,632 | $ 6,872 |
Prepaid general and administrative expenses | 3,136 | 2,058 |
Interest receivable | 1,693 | 1,552 |
Other | 1,577 | 1,527 |
Total | $ 14,038 | $ 12,009 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Summary of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 23,928 | $ 27,970 |
Accrued personnel costs | 3,577 | 8,348 |
Accrued general and administrative expenses | 5,022 | 2,129 |
Other | 834 | 35 |
Total | $ 33,361 | $ 38,482 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Expense for (Benefit) from Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal | $ 124 | $ (93) |
U.S. state | 51 | (36) |
Total current income tax expense (benefit) | 175 | (129) |
U.S. federal | 653 | (232) |
U.S. state | 270 | (96) |
Total deferred income tax expense (benefit) | 923 | (328) |
Total income tax expense (benefit) | $ 1,098 | $ (457) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - Dutch Tax Law € in Millions | 3 Months Ended |
Mar. 31, 2024 EUR (€) | |
Income Tax Disclosure [Line Items] | |
Taxable income that exceeds €1.0 million, percentage | 50% |
Maximum | |
Income Tax Disclosure [Line Items] | |
Future taxable income offset limit | € 1 |
Minimum | |
Income Tax Disclosure [Line Items] | |
Future taxable income exceeding limit | € 1 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Liability, to be Paid, Total | $ 100,000 | |
Former Corporate Headquarters | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liability | $ 0 |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease cost | ||
Operating lease cost | $ 516 | $ 712 |
Variable lease cost | 55 | 28 |
Total lease cost included in operating expenses | 571 | 740 |
Other information | ||
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows | $ 543 | $ 742 |
Collaborations - Additional Inf
Collaborations - Additional Information (Details) $ / shares in Units, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
May 05, 2024 USD ($) | Mar. 05, 2024 USD ($) $ / shares shares | Jan. 18, 2021 USD ($) $ / shares shares | Mar. 14, 2018 EUR (€) | Jan. 23, 2017 USD ($) | Jan. 31, 2022 | Mar. 31, 2024 USD ($) Milestone | Dec. 31, 2022 USD ($) | Apr. 30, 2024 USD ($) | Feb. 12, 2021 USD ($) | |
Lilly Collaborations Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Non-refundable upfront payment receivable | $ 40,000,000 | |||||||||
Issuance of common share, net, shares | shares | 706,834 | |||||||||
Common shares stated purchase price per share | $ / shares | $ 28.295 | |||||||||
Proceeds from issuance of common stock, net | $ 20,000,000 | |||||||||
Fixed consideration | 43,500,000 | $ 43,500,000 | ||||||||
Fee incurred for extension of research term | $ 500,000 | |||||||||
Upfront payment | 40,000,000 | |||||||||
Net fair value of shares | $ 16,500,000 | |||||||||
Incyte Collaboration and License Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Development milestones recognized | $ 1,000,000 | |||||||||
Incyte Collaboration and License Agreement | Maximum | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Residual royalty percentage | 4% | |||||||||
Incyte Collaboration and License Agreement | License and Related Activities | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Collaborations, transaction price as deferred revenue | $ 152,600,000 | |||||||||
Second ONO Research and License Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Non-refundable upfront payment receivable | € | € 0.7 | |||||||||
Payment to compensate research services | € | 0.3 | |||||||||
Over time payment for full time equivalent funding | € | € 0.2 | |||||||||
Development milestones recognized | $ 0 | |||||||||
Gilead Collaboration Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Non-refundable upfront payment receivable | $ 56,000,000 | |||||||||
Issuance of common share, net, shares | shares | 452,527 | |||||||||
Common shares stated purchase price per share | $ / shares | $ 55.2454 | |||||||||
Proceeds from issuance of common stock, net | $ 25,000,000 | $ 25,000,000 | ||||||||
Fixed consideration | 58,400,000 | |||||||||
Net fair value of shares | 22,600,000 | |||||||||
Number of milestones achieved | Milestone | 0 | |||||||||
Non-refundable upfront initiation fee | 28,000,000 | |||||||||
License option exercise fee | $ 10,000,000 | |||||||||
Gilead Collaboration Agreement | Subsequent Events | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Non-refundable upfront payment received | $ 56,000,000 |
Collaborations - Summary of Com
Collaborations - Summary of Company's Accompanying Consolidated Financial Statements Attributable to Transactions Arising From Collaboration Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Incyte | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | $ 4,302 | $ 4,216 | |
Incyte | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Billings | 2,609 | ||
Cash receipts | (1,608) | ||
Balance at March 31, 2024 | 1,001 | ||
Incyte | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 1,397 | ||
Accrued receivables | 2,425 | ||
Billings | (2,609) | ||
Balance at March 31, 2024 | 1,213 | ||
Incyte | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 31,257 | $ 36,325 | |
Revenue recognized in the period | (4,302) | ||
Foreign exchange | (766) | ||
Balance at March 31, 2024 | 31,257 | 36,325 | |
Less: current portion | (17,228) | ||
Non-current balance at March 31, 2024 | 14,029 | ||
Lilly | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 810 | 4,176 | |
Lilly | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Billings | 817 | ||
Cash receipts | (817) | ||
Lilly | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 839 | ||
Accrued receivables | 298 | ||
Billings | (817) | ||
Balance at March 31, 2024 | 320 | ||
Lilly | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 4,998 | 5,934 | |
Revenue recognized in the period | (810) | ||
Foreign exchange | (126) | ||
Balance at March 31, 2024 | 4,998 | 5,934 | |
Less: current portion | (4,793) | ||
Non-current balance at March 31, 2024 | 205 | ||
Gilead | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 0 | 0 | |
Gilead | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Billings | 55,999 | ||
Balance at March 31, 2024 | 55,999 | ||
Gilead | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Accrued receivables | 56,045 | ||
Billings | (56,045) | ||
Gilead | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 58,182 | ||
Additions to contract consideration | 58,387 | ||
Foreign exchange | (205) | ||
Balance at March 31, 2024 | 58,182 | ||
Less: current portion | (12,121) | ||
Non-current balance at March 31, 2024 | 46,061 | ||
Other | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 0 | 0 | |
Other | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Billings | 7 | ||
Cash receipts | (7) | ||
Other | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 193 | ||
Balance at March 31, 2024 | 193 | ||
Collaboration Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue recognized in the period | 5,112 | $ 8,392 | |
Collaboration Agreement | Accounts Receivable | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Billings | 59,432 | ||
Cash receipts | (2,432) | ||
Balance at March 31, 2024 | 57,000 | ||
Collaboration Agreement | Unbilled Receivables | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 2,429 | ||
Accrued receivables | 58,768 | ||
Billings | (59,471) | ||
Balance at March 31, 2024 | 1,726 | ||
Collaboration Agreement | Deferred Revenue | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at January 1, 2024 | 94,437 | 42,259 | |
Additions to contract consideration | 58,387 | ||
Revenue recognized in the period | (5,112) | ||
Foreign exchange | (1,097) | ||
Balance at March 31, 2024 | 94,437 | $ 42,259 | |
Less: current portion | (34,142) | ||
Non-current balance at March 31, 2024 | $ 60,295 |
Collaborations - Summary of C_2
Collaborations - Summary of Company's Collaboration Arrangements Earned in Period to Be Billed and Collected in Next Period (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaboration Revenue | ||
Collaborative Arrangement, Revenue Not from Contract with Customer, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax |
Operating expenses: | ||
Research and development | $ 38,584 | $ 34,865 |
General and administrative | 16,114 | 15,386 |
Total operating expenses | 54,698 | 50,251 |
Incyte | ||
Collaboration Revenue | ||
Upfront payments | 4,302 | 4,216 |
Reimbursement revenue | 1,458 | 1,366 |
Milestones | 1,000 | 2,501 |
Other | 0 | 0 |
Total collaboration revenue | 6,760 | 8,083 |
Operating expenses: | ||
Research and development | 0 | 24 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 24 |
Revenue recognized in the period | 4,302 | 4,216 |
Lilly | ||
Collaboration Revenue | ||
Upfront payments | 810 | 4,176 |
Reimbursement revenue | 314 | 1,191 |
Milestones | 0 | 0 |
Other | 0 | 0 |
Total collaboration revenue | 1,124 | 5,367 |
Operating expenses: | ||
Research and development | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 0 |
Revenue recognized in the period | 810 | 4,176 |
Gilead | ||
Collaboration Revenue | ||
Upfront payments | 0 | 0 |
Reimbursement revenue | 0 | 0 |
Milestones | 0 | 0 |
Other | 0 | 0 |
Total collaboration revenue | 0 | 0 |
Operating expenses: | ||
Research and development | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 0 |
Revenue recognized in the period | 0 | 0 |
Other | ||
Collaboration Revenue | ||
Upfront payments | 0 | 0 |
Reimbursement revenue | 0 | 0 |
Milestones | 0 | 0 |
Other | 5 | 49 |
Total collaboration revenue | 5 | 49 |
Operating expenses: | ||
Research and development | 0 | 0 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 0 |
Revenue recognized in the period | 0 | 0 |
Collaboration Agreement | ||
Collaboration Revenue | ||
Upfront payments | 5,112 | 8,392 |
Reimbursement revenue | 1,772 | 2,557 |
Milestones | 1,000 | 2,501 |
Other | 5 | 49 |
Total collaboration revenue | 7,889 | 13,499 |
Operating expenses: | ||
Research and development | 0 | 24 |
General and administrative | 0 | 0 |
Total operating expenses | 0 | 24 |
Revenue recognized in the period | $ 5,112 | $ 8,392 |
Common Share - Additional Infor
Common Share - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Aug. 14, 2023 USD ($) | Aug. 09, 2023 € / shares shares | May 22, 2023 USD ($) | May 31, 2021 USD ($) | Mar. 31, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 € / shares | Mar. 31, 2024 USD ($) $ / shares shares | Feb. 29, 2024 USD ($) | Dec. 31, 2023 € / shares | Dec. 31, 2023 USD ($) shares | Aug. 09, 2023 $ / shares | |
Class of Stock [Line Items] | |||||||||||||
Common shares, value, issued | $ 5,968,000 | $ 5,883,000 | |||||||||||
Common shares, issued | shares | 58,687,551 | 57,825,879 | |||||||||||
Common shares, par value | € / shares | € 0.09 | € 0.09 | |||||||||||
Sales Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common shares, issued | shares | 2,720,846 | 0 | |||||||||||
Common shares, sold | shares | 3,272,280 | ||||||||||||
Gross proceeds, before deducting sales agent commissions | $ 65,500,000 | $ 59,500,000 | |||||||||||
Sales agent commissions | $ 1,700,000 | ||||||||||||
Net proceeds, after deducting sales agent fees, underwriting discounts and commissions | $ 124,900,000 | $ 63,800,000 | |||||||||||
Sales Agreement | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares sale agreement authorized amount | $ 125,000,000 | $ 125,000,000 | |||||||||||
Underwriting commissions rate of gross proceeds of shares sold | 3% | ||||||||||||
Underwriting Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common shares, sold | shares | 6,818,182 | ||||||||||||
Net proceeds, after deducting sales agent fees, underwriting discounts and commissions | $ 162,200,000 | ||||||||||||
Sale of shares, price per share | $ / shares | $ 22 | ||||||||||||
Common shares, par value | € / shares | € 0.09 | ||||||||||||
Additional common shares at public offering price | shares | 1,022,727 | ||||||||||||
Gilead Collaboration Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common shares, sold | shares | 452,527 | ||||||||||||
Common shares stated purchase price per share | $ / shares | $ 55.25 | ||||||||||||
Gross proceeds, before deducting sales agent commissions | $ 25,000,000 | ||||||||||||
2024 Sales Agreement | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares sale agreement authorized amount | $ 300,000,000 | ||||||||||||
Underwriting commissions rate of gross proceeds of shares sold | 3% |
Employee Benefits - Summary of
Employee Benefits - Summary of Share-based Compensation Expense Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 4,793 | $ 5,750 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | 1,895 | 2,858 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total | $ 2,898 | $ 2,892 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Feb. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair value of options granted | $ 26.9 | ||
Share-based payment award, fair value assumptions, method used | Black Scholes option pricing model | ||
Number of options granted | 49,475 | ||
Share-based compensation expense | $ 4,793,000 | $ 5,750,000 | |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 1,895,000 | $ 2,858,000 | |
Contingent Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0 | ||
Contingent Stock Option [Member] | Board of Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of options granted | 2,446,045 | ||
Weighted-average exercise price per share, granted | $ 36.09 |
Employee Benefits - Summary o_2
Employee Benefits - Summary of Assumptions Used to Estimate Fair Value of Options Granted (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Volatility | 67.50% |
Risk-free interest rate | 4% |
Expected holding period (in years) | 6 years 1 month 6 days |