Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Gritstone bio, Inc. | |
Entity Central Index Key | 0001656634 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-38663 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4859534 | |
Entity Address, Address Line One | 5959 Horton Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | 510 | |
Local Phone Number | 871-6100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | GRTS | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 95,342,055 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 29,539 | $ 55,498 |
Marketable securities | 54,409 | 116,389 |
Restricted cash | 1,242 | 3,977 |
Prepaid expenses and other current assets | 5,630 | 7,014 |
Total current assets | 90,820 | 182,878 |
Long-term restricted cash | 5,290 | 5,290 |
Property and equipment, net | 18,952 | 21,335 |
Lease right-of-use assets | 70,909 | 17,481 |
Deposits and other long-term assets | 1,246 | 9,739 |
Long-term marketable securities | 0 | 4,031 |
Total assets | 187,217 | 240,754 |
Current liabilities: | ||
Accounts payable | 4,265 | 8,694 |
Accrued compensation | 7,772 | 8,215 |
Accrued liabilities | 1,660 | 4,124 |
Accrued research and development expenses | 2,382 | 3,343 |
Lease liabilities, current portion | 6,003 | 5,294 |
Deferred revenue, current portion | 1,301 | 5,131 |
Total current liabilities | 23,383 | 34,801 |
Other liabilities, noncurrent | 554 | 150 |
Lease liabilities, net of current portion | 59,430 | 15,673 |
Debt, noncurrent | 29,868 | 19,349 |
Total liabilities | 113,235 | 69,973 |
Commitments and contingencies (Notes 6, 8 and 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; 300,000,000 shares authorized at September 30, 2023 and December 31, 2022; 93,075,427 and 86,894,901 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively outstanding at June 30, 2023 and December 31, 2022, respectively | 22 | 22 |
Additional paid-in capital | 702,755 | 691,910 |
Accumulated other comprehensive loss | (52) | (80) |
Accumulated deficit | (628,743) | (521,071) |
Total stockholders’ equity | 73,982 | 170,781 |
Total liabilities and stockholders’ equity | $ 187,217 | $ 240,754 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 93,075,427 | 86,894,901 |
Common stock, shares outstanding | 93,075,427 | 86,894,901 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenues | $ 1,565 | $ 3,021 | $ 5,961 | $ 15,683 |
Operating expenses: | ||||
Research and development | 32,763 | 26,436 | 94,244 | 81,983 |
General and administrative | 7,406 | 6,462 | 20,867 | 22,209 |
Total operating expenses | 40,169 | 32,898 | 115,111 | 104,192 |
Loss from operations | (38,604) | (29,877) | (109,150) | (88,509) |
Interest income | 1,167 | 462 | 4,324 | 663 |
Interest Expense | (991) | (551) | (2,818) | (551) |
Other expense | (6) | 0 | (28) | 0 |
Net loss | (38,434) | (29,966) | (107,672) | (88,397) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable securities | 73 | 129 | 28 | (208) |
Comprehensive loss | $ (38,361) | $ (29,837) | $ (107,644) | $ (88,605) |
Net loss per share, basic | $ (0.33) | $ (0.35) | $ (0.94) | $ (1.02) |
Net loss per share, diluted | $ (0.33) | $ (0.35) | $ (0.94) | $ (1.02) |
Weighted-average number of shares used in computing net loss per share, basic | 115,342,613 | 86,597,405 | 114,898,379 | 86,441,212 |
Weighted-average number of shares used in computing net loss per share, basic, diluted | 115,342,613 | 86,597,405 | 114,898,379 | 86,441,212 |
Collaboration and license revenues [Member] | ||||
Total revenues | $ 361 | $ 436 | $ 1,302 | $ 7,942 |
Grant Revenues [Member] | ||||
Total revenues | $ 1,204 | $ 2,585 | $ 4,659 | $ 7,741 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | ATM Equity Offering Program [Member] | Common Stock [Member] | Common Stock [Member] ATM Equity Offering Program [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] ATM Equity Offering Program [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2021 | $ 216,086 | $ 20 | $ 617,523 | $ (73) | $ (401,384) | |||
Balance, shares at Dec. 31, 2021 | 69,047,878 | |||||||
Unrealized gain (loss) on marketable securities | (208) | (208) | ||||||
Issuance of common stock upon restricted stock units vestings, Shares | 215,350 | |||||||
Tax payments related to shares withheld for vested restricted stock units | (890) | (890) | ||||||
Stock Issued During Period, Value, New Issues | $ 197 | $ 197 | ||||||
Stock Issued During Period, Shares, New Issues, shares | 95,000 | |||||||
Issuance of common stock under the ESPP, shares | 193,256 | |||||||
Issuance of common stock under the ESPP | 331 | 331 | ||||||
Issuance of common stock for warrant exercises, Value | 34 | 34 | ||||||
Issuance of common stock for warrant exercises, shares | 3,442,567 | |||||||
Issuance of common stock upon exercise of stock options | 145 | 145 | ||||||
Issuance of common stock upon exercise of stock options, shares | 140,000 | |||||||
Stock-based compensation | 9,549 | 9,549 | ||||||
Net loss | (88,397) | (88,397) | ||||||
Balance at Sep. 30, 2022 | 136,847 | $ 20 | 626,889 | (281) | (489,781) | |||
Balance, shares at Sep. 30, 2022 | 73,134,051 | |||||||
Balance at Jun. 30, 2022 | 163,378 | $ 20 | 623,583 | (410) | (459,815) | |||
Balance, shares at Jun. 30, 2022 | 73,006,089 | |||||||
Unrealized gain (loss) on marketable securities | 129 | 129 | ||||||
Stock Issued During Period, Value, New Issues | 197 | 197 | ||||||
Stock Issued During Period, Shares, New Issues, shares | 95,000 | |||||||
Issuance of common stock upon exercise of stock options | 45 | 45 | ||||||
Issuance of common stock upon exercise of stock options, shares | 32,962 | |||||||
Stock-based compensation | 3,064 | 3,064 | ||||||
Net loss | (29,966) | (29,966) | ||||||
Balance at Sep. 30, 2022 | 136,847 | $ 20 | 626,889 | (281) | (489,781) | |||
Balance, shares at Sep. 30, 2022 | 73,134,051 | |||||||
Balance at Dec. 31, 2022 | 170,781 | $ 22 | 691,910 | (80) | (521,071) | |||
Balance, shares at Dec. 31, 2022 | 86,894,901 | |||||||
Unrealized gain (loss) on marketable securities | 28 | 28 | ||||||
Issuance of common stock upon restricted stock units vestings, Shares | 547,980 | |||||||
Tax payments related to shares withheld for vested restricted stock units | (946) | (946) | ||||||
Stock Issued During Period, Value, New Issues | $ 2,525 | $ 2,525 | ||||||
Stock Issued During Period, Shares, New Issues, shares | 854,052 | |||||||
Issuance of common stock under the ESPP, shares | 274,189 | |||||||
Issuance of common stock under the ESPP | 450 | 450 | ||||||
Issuance of common stock for warrant exercises, Value | 16 | 16 | ||||||
Issuance of common stock for warrant exercises, shares | 4,498,305 | |||||||
Issuance of common stock upon exercise of stock options | $ 5 | 5 | ||||||
Issuance of common stock upon exercise of stock options, shares | 6,000 | 6,000 | ||||||
Stock-based compensation | $ 8,795 | 8,795 | ||||||
Net loss | (107,672) | (107,672) | ||||||
Balance at Sep. 30, 2023 | 73,982 | $ 22 | 702,755 | (52) | (628,743) | |||
Balance, shares at Sep. 30, 2023 | 93,075,427 | |||||||
Balance at Jun. 30, 2023 | 109,567 | $ 22 | 699,979 | (125) | (590,309) | |||
Balance, shares at Jun. 30, 2023 | 91,224,210 | |||||||
Unrealized gain (loss) on marketable securities | 73 | 73 | ||||||
Issuance of common stock upon restricted stock units vestings, Shares | 202,317 | |||||||
Tax payments related to shares withheld for vested restricted stock units | 204 | 204 | ||||||
Issuance of common stock for warrant exercises, Value | 16 | 16 | ||||||
Issuance of common stock for warrant exercises, shares | 1,648,900 | |||||||
Stock-based compensation | 2,964 | 2,964 | ||||||
Net loss | (38,434) | (38,434) | ||||||
Balance at Sep. 30, 2023 | $ 73,982 | $ 22 | $ 702,755 | $ (52) | $ (628,743) | |||
Balance, shares at Sep. 30, 2023 | 93,075,427 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
ATM Equity Offering Program [Member] | |||
Payment for issuance cost | $ 48 | $ 79 | $ 48 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss | $ (107,672) | $ (88,397) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,670 | 4,769 |
Net amortization of premiums and discounts on marketable securities | (2,388) | 278 |
Amortization of debt discount and issuance costs | 938 | 127 |
Stock-based compensation | 8,795 | 9,549 |
Non-cash operating lease expense | 10,279 | 6,891 |
Loss on disposition of property and equipment | 21 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,384 | 781 |
Deposits and other long-term assets | 4,297 | (3,180) |
Accounts payable | (1,384) | (943) |
Accrued compensation | (443) | (217) |
Accrued and other non-current liabilities | (3,368) | 1,543 |
Accrued research and development expenses | 428 | 1,331 |
Lease liability | (14,867) | (6,463) |
Deferred revenue | (3,830) | (11,641) |
Net cash used in operating activities | (102,140) | (85,572) |
Investing activities | ||
Purchase of marketable securities | (22,681) | (64,641) |
Maturities of marketable securities | 91,108 | 102,218 |
Purchase of property and equipment | (4,381) | (4,389) |
Net cash provided by investing activities | 64,046 | 33,188 |
Financing activities | ||
Proceeds from long-term debt, net of debt discount and issuance costs | 9,962 | 19,154 |
Payments of financing costs | (2,512) | (115) |
Payments of financing lease | (179) | (171) |
Tax payments related to shares withheld for vested restricted stock units | (946) | (890) |
Net cash provided by financing activities | 9,400 | 18,733 |
Net decrease in cash, cash equivalents and restricted cash | (28,694) | (33,651) |
Cash, cash equivalents and restricted cash at beginning of period | 64,765 | 110,577 |
Cash, cash equivalents and restricted cash at end of period | 36,071 | 76,926 |
Supplemental disclosures of non-cash investing and financing information | ||
Property and equipment purchases accrued but not yet paid | 72 | 1,174 |
Financing costs included in accrued liabilities and accounts payable | 0 | 2 |
Remeasurement of operating lease right-of-use asset for lease modification | 706 | 1,406 |
Cash paid for interest on debt | 1,746 | 208 |
Assets acquired under leasing obligations | 59,604 | 553 |
ATM Offering Program [Member] | ||
Financing activities | ||
Proceeds from issuance of common stock | 2,604 | 245 |
Stock Options, Warrants and Other [Member] | ||
Financing activities | ||
Proceeds from issuance of common stock | 21 | 179 |
ESPP [Member] | ||
Financing activities | ||
Proceeds from issuance of common stock | $ 450 | $ 331 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Description of Business Gritstone bio, Inc. (“Gritstone” or “the Company”) is a clinical stage biotechnology company that aims to develop the world's most potent vaccines. The Company was incorporated in the state of Delaware in August 2015, and is based in Emeryville, California and Boston, Massachusetts, with a manufacturing facility in Pleasanton, California. The Company operates in one segment. Liquidity The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from sales of commercial products. Management expects operating losses to continue for the foreseeable future. The Company has funded its operations to date primarily through private placements of its convertible preferred stock, common stock, and pre-funded warrants, the sale of common stock in public offerings and under its “at the market” offering programs, and through proceeds received from its collaboration arrangements. The Company had net losses of $ 38.4 million and $ 107.7 million for the three and nine months ended September 30, 2023, respectively, and $ 30.0 million and $ 88.4 million for the three and nine months ended September 30, 2022, respectively. Cash used by operating activities was $ 102.1 million and $ 85.6 million during the nine months ended September 30, 2023 and 2022, respectively. The Company had an accumulated deficit of $ 628.7 million and $ 521.1 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the Company had cash, cash equivalents and marketable securities of $ 83.9 million . The Company’s cash, cash equivalents and marketable securities are not sufficient to fund the Company’s planned operations for a period of 12 months from the date these condensed consolidated financial statements are issued. To fund the Company's planned operations, the Company will need to raise additional capital. The Company intends to raise additional capital through private and public equity offerings, including its “at-the-market” offering programs, debt financings, and potential future collaboration, license and development agreements. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms acceptable to the Company or at all. If the Company is unsuccessful in its efforts to raise additional capital or if sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate one or more of its development programs or its future commercialization efforts, out-license intellectual property rights to its product candidates and sell unsecured assets, or a combination of the above, any of which may have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all. Failure to manage discretionary spending or raise additional capital, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and are comprised of the consolidation of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. The interim condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation for interim reporting. The results of operations for any interim period are not necessarily indicative of results of operations for any future period. Certain information and footnote disclosures typically included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 9, 2023 . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Fair Value of Financial Instruments U.S. GAAP establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is established as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, an established three-tier fair value hierarchy distinguishes between the following: • Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. The carrying amounts reflected on the condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued compensation and accrued liabilities approximate their fair values due to their short-term nature. Debt Issuance Costs and Debt Discounts Debt issuance costs include legal fees, accounting fees and other direct costs incurred in connection with the execution of the Company’s debt financing. Debt discounts represent costs paid to the lenders. Debt issuance costs and debt discounts are deducted from the carrying amount of the debt liability and are amortized to interest expense over the term of the related debt using the effective interest method. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and marketable securities. Cash, cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. The Company maintains cash equivalents and marketable securities with various high-credit-quality and capitalized financial institutions. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities and issuers of marketable securities to the extent recorded on the condensed consolidated balance sheets. As of September 30, 2023, the Company has no off-balance sheet concentrations of credit risk. Other Risks and Uncertainties The Company is subject to a number of risks similar to those faced by other clinical-stage biotechnology companies, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party suppliers for key materials and services used in its research and development manufacturing process and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. Further, the Company is subject to broad market risks and uncertainties resulting from recent events, such as the lingering effects of the COVID-19 pandemic, the regional conflicts around the world, inflation, rising or sustained high interest rates and recession risks, market volatility, recent instability in the global financial markets and uncertainty as to the U.S. federal budget, as well as supply chain and labor shortages. Cash, Cash Equivalents and Restricted Cash Cash equivalents, which consist primarily of highly liquid investments with original maturities of three (3) months or less when purchased, are stated at fair value. These assets include investments in money market funds that invest in U.S. Treasury obligations and certificates of deposit, which are stated at fair value. The Company has issued letters of credit under certain lease agreements that have been collateralized by cash deposits for an equal amount and are recorded within short-term restricted cash and deposits and other long-term assets on the condensed consolidated balance sheets based on the term of the underlying lease. Additionally, the Company’s restricted cash includes payments received under the Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement, dated as of August 14, 2021 (the “CEPI Funding Agreement”) and the Gates Foundation Grant Agreement (see Note 9). The Company will utilize the CEPI and Gates Foundation funds as it incurs expenses for services performed under the agreements. The following table provides a reconciliation of cash, cash equivalents and short-term and long-term restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, 2023 2022 Cash and cash equivalents $ 29,539 $ 55,498 Restricted cash 1,242 3,977 Long-term restricted cash 5,290 5,290 Total cash, cash equivalents and restricted cash $ 36,071 $ 64,765 Leases The Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. The majority of the Company’s leases are classified as operating leases. Leases with a term greater than one year are included in operating lease right-of-use assets ("ROU Assets"), lease liabilities, current portion, and lease liabilities, net of current portion in the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. The Company has elected not to recognize on the condensed consolidated balance sheets leases with terms of one year or less. Lease liabilities and their corresponding ROU Assets are recorded based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company estimates the appropriate incremental borrowing rate, which is the rate that would be incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU Assets may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the ROU Asset is impaired. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The Company recognizes lease expense on a straight-line basis over the expected lease term. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in an ROU Asset have been recorded on the condensed consolidated balance sheets and amortized as lease expense on a straight-line basis over the lease term. Revenue Recognition The Company performs research and development activities under collaboration, license, grant and clinical development agreements. The Company’s revenue primarily consists of revenue from collaboration and license agreements and grant agreements. At contract inception, the Company analyzes a revenue arrangement to determine the appropriate accounting under U.S. GAAP. Currently, the Company’s revenue arrangements represent customer contracts within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) or are subject to the contribution guidance in ASC Topic 958-605, Not-for-Profit Entities – Revenue Recognition (“ASC 958-605”), which applies to business entities that receive contributions within the scope of ASC 958-605. For collaboration and license agreements, the Company analyzes such arrangements to assess whether they involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are considered to be in the scope of the collaboration guidance and that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of the collaboration guidance and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of the revenue with contracts with customers guidance. Elements of collaboration arrangements that are reflective of a vendor-customer relationship are accounted for pursuant to the revenue from contracts with customers guidance. The terms of the licensing and collaboration agreements entered into typically include payment of one or more of the following: non-refundable, up-front fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of the accounting for revenue from contracts with customers guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve (12) months, this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s condensed consolidated balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve (12) months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations, based on the relative standalone selling prices. The relative selling price for each performance obligation is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the performance obligation. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation, using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes, such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, estimating the stand-alone selling prices of identified performance obligations (which may include forecasted revenue, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success) and estimating the progress towards satisfaction of performance obligations. For grant funding agreements, grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred. The Company concluded that payments received under its grant funding agreements represent nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not within the scope of ASC 606 as the organization providing the grant does not meet the definition of a customer. Grant revenue relates primarily to the CEPI Funding Agreement and the Gates Grant Agreement (see Note 9). Income Taxes The Company did no t record income tax expense for the three and nine months ended September 30, 2023 and 2022, respectively, as the Company expected to be in a cumulative taxable loss position in 2023 and 2022, and the net deferred tax assets are fully offset by a valuation allowance as it is not more likely than not that the benefit will be realized. As of September 30, 2023, the Company remains in a cumulative book loss position and does not have sufficient positive evidence to realize its net deferred tax assets. As such, the Company continues to maintain a full valuation allowance against its net deferred tax assets. Effective January 1, 2022, a provision of the Tax Cuts and Jobs Act (TCJA) took effect creating a significant change to the treatment of research and experimental expenditures under Section 174 of the Internal Revenue Code (Sec. 174 expenses). Historically, businesses have had the option of deducting Sec. 174 expenses in the year incurred or capitalizing and amortizing the costs over five years. The new TCJA provision, however, eliminates this option and will require Sec. 174 expenses associated with research conducted in the United States to be capitalized and amortized over a five-year period. For expenses associated with research outside of the United States, Sec. 174 expenses will be capitalized and amortized over a 15-year period. This provision did not have a material impact to the Company's condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASU 2020-06”). The standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the standard modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for the Company as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its condensed consolidated financial statements and related disclosures. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | 3. Cash Equivalents and Marketable Securities The amortized costs, unrealized gains and losses and fair values of cash equivalents and marketable securities were as follows (in thousands): September 30, 2023 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 15,883 $ — $ — $ 15,883 Total cash equivalents 15,883 — — 15,883 Short-term marketable securities: Commercial paper 11,871 — ( 8 ) 11,863 Corporate debt securities 9,306 — ( 12 ) 9,294 U.S. government treasuries 13,885 — ( 12 ) 13,873 U.S. government debt securities 18,904 — ( 20 ) 18,884 Asset backed securities 495 — — 495 Total short-term marketable securities 54,461 — ( 52 ) 54,409 Total $ 70,344 $ — $ ( 52 ) $ 70,292 December 31, 2022 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 38,191 $ — $ — $ 38,191 Total cash equivalents 38,191 — — 38,191 Short-term marketable securities: Certificates of deposit 948 1 — 949 Commercial paper 33,318 23 ( 13 ) 33,328 Corporate debt securities 21,887 6 ( 40 ) 21,853 U.S. government treasuries 35,608 3 ( 71 ) 35,540 U.S. government debt securities 24,703 22 ( 6 ) 24,719 Total short-term marketable securities 116,464 55 ( 130 ) 116,389 Long-term marketable securities: Corporate debt securities 933 — ( 1 ) 932 U.S. government treasuries 3,103 — ( 4 ) 3,099 Total long-term marketable securities 4,036 — ( 5 ) 4,031 Total $ 158,691 $ 55 $ ( 135 ) $ 158,611 All marketable securities held as of September 30, 2023 had contractual maturities of less than one year . There have been no material realized gains or losses on marketable securities for the periods presented. As of September 30, 2023, the Company did no t hold any individual securities in an unrealized loss position for 12 months or greater . The Company has the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery. No significant facts or circumstances have arisen to indicate that there has been any significant deterioration in the creditworthiness of the issuers of the securities held by us. The Company considered the current and expected future economic and market conditions and determined that the estimate of credit losses was not significantly impacted. Thus, there has been no change in estimate of expected credit loss during the three and nine months ended September 30, 2023 and 2022 and no allowance for credit loss was recorded at September 30, 2023 and December 31, 2022. The Company will continue to assess the current and expected future economic and market conditions as further development arises. See Note 4 for further information regarding the fair value of the Company’s financial instruments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): September 30, 2023 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 15,883 $ 15,883 $ — $ — Total cash equivalents 15,883 15,883 — — Short-term marketable securities: Commercial paper 11,863 — 11,863 — Corporate debt securities 9,294 — 9,294 — U.S. government treasuries 13,873 13,873 — — U.S. government debt securities 18,884 — 18,884 — Asset backed securities 495 — 495 — Total short-term marketable securities 54,409 13,873 40,536 — Total $ 70,292 $ 29,756 $ 40,536 $ — December 31, 2022 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 38,191 $ 38,191 $ — $ — Total cash equivalents 38,191 38,191 — — Short-term marketable securities: Certificates of deposit 949 — 949 — Commercial paper 33,328 — 33,328 — Corporate debt securities 21,853 — 21,853 — U.S. government treasuries 35,540 35,540 — — U.S. government debt securities 24,719 — 24,719 — Total short-term marketable securities 116,389 35,540 80,849 — Long-term marketable securities: Corporate debt securities 932 — 932 — U.S. government treasuries 3,099 3,099 — — Total long-term marketable securities 4,031 3,099 932 — Total $ 158,611 $ 76,830 $ 81,781 $ — The Company measures the fair value of money market funds and U.S. government treasuries based on quoted prices in active markets for identical securities. Commercial paper, corporate debt securities, certificates of deposits, asset backed securities, and U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. These pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of, and broker/dealer quotes on, the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs. There were no transfers between Level 1 and Level 2 during the periods presented. See Note 3 for further information regarding the amortized cost of the Company’s financial instruments. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): September 30, December 31, 2023 2022 Computer equipment and software $ 1,723 $ 1,155 Furniture and fixtures 3,064 2,285 Laboratory equipment 29,356 27,309 Leasehold improvements 18,600 18,024 52,743 48,773 Less accumulated depreciation and amortization ( 33,819 ) ( 28,782 ) Construction-in-progress 28 1,344 Total property and equipment, net $ 18,952 $ 21,335 Depreciation and amortization expense was $ 2.0 million and $ 5.7 million for the three and nine months ended September 30, 2023, respectively, and $ 1.7 million and $ 4.8 million for the three and nine months ended September 30, 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Leases The Company leases office, laboratory and storage space in facilities at several locations: Emeryville Lease The Company’s principal executive offices in Emeryville, California, consisting of office and laboratory space, are leased pursuant to a 120-month operating lease (the “Emeryville Lease”), which the Company entered into in January 2019, with the obligation to pay rent commencing in November 2019. In conjunction with signing the Emeryville Lease, the Company paid a cash security deposit of $ 0.6 million, which is recorded as a deposit on the Company’s condensed consolidated balance sheet as of September 30, 2023. The Emeryville Lease includes a free rent period, an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for two additional five-year periods at the then market rental rate. The lessor provided the Company a tenant improvement allowance for a total of $ 4.0 million to complete the laboratory and office renovation. The Company has determined the tenant improvements to be lessee owned and therefore has recorded a $ 7.5 million ROU Asset and a $ 11.9 million lease liability on the condensed consolidated balance sheet as of September 30, 2023. The Company recorded a $ 8.1 million ROU Asset and a $ 12.8 million lease liability on the consolidated balance sheet as of December 31, 2022. Pleasanton Leases The Company leases 42,620 square feet of office, cleanroom, and laboratory support manufacturing space in Pleasanton, California pursuant to a non-cancelable operating lease (the “Pleasanton Lease”), which the Company entered into in March 2017, with the obligation to pay rent commencing in December 2017. The Pleasanton Lease includes a free rent period, escalating rent payments and a term that expires on November 30, 2024 . The Company may extend the lease term once for a period of five years at the then market rental rate. The Company obtained an irrevocable letter of credit in March 2017 in the initial amount of approximately $ 1.0 million as a security deposit for the Pleasanton Lease, which may be drawn down by the landlord in the event the Company fails to fully and faithfully perform its obligations under the Pleasanton lease. The letter of credit may be reduced based on certain levels of cash and cash equivalents the Company holds. In October 2022, the letter of credit was reduced to a balance of $ 0.6 million. As of September 30, 2023, no ne of the irrevocable letter of credit amount had been drawn. The Pleasanton Lease further provides that the Company is obligated to pay to the landlord its proportionate share of certain basic operating costs, including taxes and operating expenses. In connection with the Pleasanton Lease, the Company received a tenant improvement allowance of $ 1.2 million from the landlord for the costs associated with the design, development and construction of tenant improvements. The unamortized tenant improvement balance is recognized as a component of operating lease ROU Assets on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. In addition, in May 2019, the Company entered into a 64-month non-cancelable operating lease for additional office space in Pleasanton, California, with an obligation to pay rent commencing in August 2019. In January 2022, the Company amended the lease to add additional leased space and extend the lease expiration date to February 2027. Cambridge Leases The Company leases laboratory, office and storage space in several facilities in Cambridge, Massachusetts, pursuant to three separate agreements: The Company’s facility located at 40 Erie Street in Cambridge, Massachusetts is leased pursuant to a 67-month non-cancelable operating lease ( as amended, the “40 Erie Lease”), which the Company entered into in February 2016, with an obligation to pay rent commencing in October 2016. The lessor provided the Company a tenant improvement allowance for a total of $ 2.1 million to complete the laboratory and office renovation. In September 2021, the Company executed an amendment to the 40 Erie Lease, which extends its term through April 2025 and provides for monthly base rent amounts, subject to annual increases over the term of the lease. The Company’s facility located at 21 Erie Street in Cambridge, Massachusetts is leased pursuant to a 24-month non-cancelable operating lease (as amended, the “21 Erie Lease”), which the Company entered into in September 2018. The 21 Erie Lease has since been amended five times, as a result of which the lease term extends through June 2023 . In March 2021, the Company entered into a 17-month operating lease (as amended, the “Cambridge Storage Lease”) for additional office and laboratory storage space in Cambridge, Massachusetts, which commenced on April 1, 2021 . The Company also paid an insignificant cash security deposit. The Cambridge Storage Lease was amended in June 2022 to extend the lease term through June 30, 2023 . In conjunction with the 40 Erie Lease, the 21 Erie Lease and the Cambridge Storage Lease, each as amended (if applicable), the Company has paid certain cash security deposits, which in each case included amounts for the applicable last month’s rent and has been classified as part of the operating lease ROU Assets. As of September 30, 2023, of the $ 0.3 million security deposits, less than $ 0.1 million was recorded in prepaid expenses and other current assets and the remaining $ 0.3 million was recorded in deposits and other long-term assets on the Company's condensed consolidated balance sheet. As of December 31, 2022, of the $ 0.7 million security deposits, $ 0.4 million was recorded in prepaid expenses and other current assets and the remaining $ 0.3 million was recorded in deposits and other long-term assets on the Company's condensed consolidated balance sheet. Boston Lease The Company occupies a newly built facility in Boston, Massachusetts, with office and laboratory space, pursuant to a 120-month operating lease (as amended, the “Boston Lease”), which the Company entered into in September 2021. The Boston Lease includes a free rent period, an escalation clause for increased rent and a renewal provision allowing the Company to extend the Boston Lease for two additional five-year periods at the then market rental rate. The landlord provided the Company with a tenant improvement allowance of up to approximately $ 19.1 million for costs relating to the design, permitting and construction of improvements owned by the landlord. The Company incurred tenant improvement costs relating to the initial design and construction of the improvements before the commencement date which were accounted for as lease prepayments. The Company’s obligation to pay rent commenced in July 2023, subject to free rent periods of three and nine months with respect to certain premises. The Company was provided early access to the premises to install fixtures and equipment 60 days prior to the anticipated rent commencement date. The Boston Lease expires in 2033. Under the Boston Lease, the Company is obligated to pay to the landlord its proportionate share of certain basic operating costs, including taxes and operating expenses. As a security deposit under the Boston Lease, the Company provided the landlord an irrevocable letter of credit in the amount of approximately $ 4.6 million, which is collateralized by a restricted cash deposit of $ 4.7 million, and which may be reduced in the fifth and seventh years of the Boston Lease. As of September 30, 2023, no ne of the irrevocable letter of credit amount had been drawn. The Boston Lease commenced in April 2023, when the Company was provided early access to the premises and gained control over the use of the underlying assets. Upon commencement, the Company recognized an ROU Asset of $ 59.3 million and a lease liability of $ 50.9 million on the condensed consolidated balance sheet. Upon commencement, the ROU Asset includes $ 8.4 million of lease prepayments made before the commencement date, which are primarily related to the lessor owned tenant improvement cost. In September 2023, the Company amended the Boston Lease, whereby the lease term commenced on July 1, 2023 and expires on June 30, 2033 . The Company’s operating leases include various covenants, indemnities, defaults, termination rights, security deposits and other provisions customary for lease transactions of this nature. The components of lease costs, which were included in the Company's condensed consolidated statements of operations and comprehensive loss, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 3,370 $ 2,112 $ 9,970 $ 6,633 Short-term lease cost 12 — 12 — Total lease cost $ 3,382 $ 2,112 $ 9,982 $ 6,633 Supplemental information related to leases was as follows: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 14,867 $ 6,467 New right-of-use assets obtained in exchange for lease Right-of-use assets obtained from entering new leases $ 59,604 $ 553 Increase in right-of-use assets from lease modifications $ 706 $ 1,406 Weighted-average remaining lease term (years): Operating leases 8.5 5.0 Weighted-average discount rate: Operating leases 10.0 % 7.5 % As of September 30, 2023, minimum annual rental payments under the Company’s lease agreements are as follows (in thousands): Lease Financing Year ending December 31, 2023 (remaining three months) $ 2,369 2024 12,834 2025 10,749 2026 10,376 2027 10,466 Thereafter 52,348 Total minimum payments 99,142 Less: Amounts representing interest expense ( 33,709 ) Present value of future minimum lease payments 65,433 Less: Current portion of lease liability ( 6,003 ) Noncurrent portion of lease liability $ 59,430 Guarantees and Indemnifications The Company, as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, and pursuant to indemnification agreements with certain of its officers and directors, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, with respect to which the officer or director is or was serving in such capacity at the Company’s request. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 7. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2023 2022 Prepaid research and development-related expenses $ 4,370 $ 4,241 Collaboration receivable 47 135 Prepaid insurance 83 1,158 Interest and other receivables 290 529 Facilities-related deposits 16 384 Other 824 567 Total prepaid expenses and other current assets $ 5,630 $ 7,014 Deposits and Other Long-Term Assets Deposits and other long-term assets consist of the following (in thousands): September 30, December 31, 2023 2022 Lease security deposits $ 923 $ 934 Prepaid research and development-related expenses — 643 Prepaid rent 323 8,162 Total deposits and other long-term assets $ 1,246 $ 9,739 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt In July 2022, the Company entered into a loan and security agreement (as amended, the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and Silicon Valley Bank (“SVB”), which provides the Company a 60-month term loan facility for up to $ 80.0 million in borrowing capacity across five potential tranches. At the closing of the Loan Agreement, the Company drew $ 20.0 million from the first tranche and in March 2023, the Company drew an additional $ 10.0 million from the first tranche. The remaining tranches provide up to $ 50.0 million borrowing capacity and become available upon the Company meeting certain milestones set forth in the Loan Agreement. In the fourth quarter of 2022, one milestone had been achieved, which provides the Company the ability to draw up to $ 10.0 million through December 15, 2023. As of September 30, 2023, the additional $ 10.0 million remains available to be drawn by the Company. The term loan is secured by substantially all of the Company’s assets, other than intellectual property. There are no warrants associated with the Loan Agreement. Borrowings under the Loan Agreement bear interest (i) at an annual cash rate equal to the greater of (x) the lesser of (1) the prime rate (as customarily defined) and (2) 5.50 %, in either case, plus 3.15 %, and (y) 7.15 % and (ii) at an annual payment-in-kind rate which may equal 2.00 % . The Company is required to make monthly interest-only payments prior to the amortization date of January 1, 2025, subject to a potential six-month and one-year extension upon satisfaction of certain conditions. The interest-only payment date has been extended an additional six months based on the Company's achievement of one of the milestones as set forth in the Loan Agreement. In addition, the Company paid a $ 150,000 facility charge upon closing, and the Company must pay a facility charge equal to 0.50 % of the principal amount of any borrowings made pursuant to the amounts under the last four tranches. All unpaid principal and accrued and unpaid interest with respect to each term loan is due and payable in full on July 19, 2027. At the Company’s option, the Company may prepay all or any portion of the outstanding borrowings, plus accrued and unpaid interest thereon and fees and expenses, subject to a prepayment premium ranging from zero to 2.5 %, during the first three years after closing, depending on the year of such prepayment. Upon repayment of the term loan, the Company is required to make a final payment fee to the lenders equal to 5.75 % of the aggregate original principal amount of the loan. Debt issuance costs have been treated as debt discounts on the Company’s consolidated balance sheet and together with the final payment are being amortized to interest expense throughout the life of the term loan using the effective interest rate method. In March 2023, the Company entered into the First Amendment to Loan and Security Agreement, dated as of March 31, 2023, with SVB, Hercules, Hercules Capital Funding Trust 2002-1 (the “First Amendment” and the Loan Agreement as amended by the First Amendment, the “Amended Loan Agreement”), to amend the minimum liquidity requirements under the Loan Agreement, beginning on the earliest occurrence of certain milestones or April 1, 2024, and at all times thereafter, so long as the Company’s market capitalization is no greater than $ 400.0 million, the Company is subject to a minimum liquidity requirement equal to the then outstanding balance under the Amended Loan Agreement multiplied by 0.55 or 0.45, which multiplier depends on whether the Company achieves certain performance milestones . The Company’s obligations under the Amended Loan Agreement are subject to acceleration upon the occurrence of customary events of default, including payment default, insolvency and the occurrence of certain events having a material adverse effect on the Company, including (but not limited to) material adverse effects upon the business, operations, properties, assets or financial condition of the Company and its subsidiaries, taken as a whole. As of September 30, 2023, the Company is in compliance with all covenants in the Amended Loan Agreement, as amended. As of September 30, 2023, there were debt discounts, unamortized issuance costs and unaccreted value of the final fee of $ 1.9 million which were recorded as a direct deduction from the term loan on the condensed consolidated balance sheet. Interest expense related to the Amended Loan Agreement was $ 1.0 million and $ 2.8 million, respectively, for the three and nine months ended September 30, 2023. The effective interest rate on the term loan, including the amortization of the debt discount and issuance costs, and accretion of the final payment, was 13 %. The components of the long-term debt balance are as follows (in thousands): September 30, 2023 Principal loan balance $ 30,000 Final fee 1,725 Unamortized debt discount, issuance costs, and unaccreted value of final fee ( 1,857 ) Long term debt, net $ 29,868 As of September 30, 2023, the estimated future principal payments due (excluding the final payment fee) are as follows (in thousands): 2023 (remaining three months) $ — 2024 — 2025 6,616 2026 14,108 2027 9,276 Total principal payments $ 30,000 |
Collaboration and License Agree
Collaboration and License Agreements and Grant Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Collaborative And License Agreements [Abstract] | |
Collaboration and License Agreements | 9. Collaboration and License Agreements and Grant Revenue 2seventy bio, Inc. In August 2018, the Company entered into a Research Collaboration and License Agreement with bluebird bio, Inc. (“bluebird”). In November 2021, bluebird assigned the Research Collaboration and License Agreement (the “2seventy Agreement”) to its affiliate, 2seventy bio, Inc. (“2seventy”), in connection with bluebirds restructuring and subsequent spin-out of 2seventy. Under the terms of the 2seventy Agreement, the Company provides to 2seventy tumor-specific targets across several tumor types and, in certain cases, T cell receptors (TCR) directed to those targets. The Company received a non-refundable upfront payment of $ 20.0 million, and 2seventy also concurrently acquired 768,115 shares of the Company’s Series C convertible preferred stock for $ 10.0 million at $ 13.04 per share. Per the 2seventy Agreement, 2seventy was also provided an option to acquire shares of the Company’s common stock at the same price as all other investors in connection with the Company’s initial public offering (“IPO”). In October 2018, 2seventy purchased 666,667 shares of the Company’s common stock at the price to the public of $ 15.00 per share for a total of $ 10.0 million. Under the terms of the 2seventy Agreement, the Company is eligible to earn development, regulatory, and sales-based milestones in an amount of up to $ 1.2 billion, and single-digit royalties on sales of products that utilize the technology subject to the 2seventy Agreement. None of these events had occurred as of September 30, 2023, and no royalties were due from the sale of licensed products. In August 2019, the Company entered into a First Amendment to the 2seventy Agreement, which extended the timeline for the Company and 2seventy to execute a Patient Selection Services Agreement from within one year to within two years after the effective date of the 2seventy Agreement. In August 2020, the Company entered into a Second Amendment, which extended the timeline of the Patient Selection Services Agreement to within three years and also extended the Tissue Analysis Period from February 28, 2021 to June 30, 2021. In April 2021, the Company entered into a Third Amendment, which removed the Patient Selection Services Agreement in its entirety and extended the Tissue Analysis Period from June 30, 2021 to December 31, 2021. The amendments were entered into for administrative purposes, and the Company determined the amendments were not a modification of contract under the contract with customers guidance. 2seventy may terminate the 2seventy Agreement by giving a 120 -day prior written notice to the Company at any time after the effective date of the agreement. Unless terminated early, the agreement has a term that ends upon the last payment owed by the Company on a licensed product. The 2seventy Agreement may be terminated for cause by either party based on uncured material breach by the other party or bankruptcy of the other party. Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses will terminate. The licenses granted by the Company to 2seventy under the licensed intellectual property will remain in effect in accordance with their respective terms. Additionally, all of 2seventy’s payment obligations that have not yet accrued related to future milestone and royalty payments will be reduced by 50 % for the remainder of the agreement term. The Company concluded that 2seventy is a customer, and the contract is not subject to guidance on collaborative arrangements. This is because the Company granted to 2seventy a license to its intellectual property and provided research and development services, all of which are outputs of the Company’s ongoing activities, in exchange for consideration. The Company identified the following three material promises under the 2seventy Agreement: (i) transfer of a license to intellectual property and related technology know-how (“License and Know-How”); (ii) the obligation to perform target selection and TCR generation services (“Research and Development Services”); and (iii) participation on the Joint Steering Committee (the “JSC”). The Company provided to 2seventy standard indemnification and protection of licensed intellectual property, which is part of assurance that the license meets the contract’s specifications and is not an obligation to provide goods or services. The Company considered that the License and Know-How has standalone functionality, was considered to be functional intellectual property, and is capable of being distinct. However, the Company determined that the License and Know-How is not distinct from the Research and Development Services or participation on the JSC within the context of the 2seventy Agreement, because 2seventy is dependent on the Company to execute the Research and Development Services and participate on the JSC in order for 2seventy to benefit from the License and Know-How. As such, the License and Know-How is combined with the Research and Development Services and participation on the JSC into a single performance obligation, and the transaction price under this arrangement will be allocated to this single performance obligation. The Company has also determined that all other goods or services that are contingent upon 2seventy reaching various milestones are not considered performance obligations at the inception of the arrangement. The transaction price at the inception of the 2seventy Agreement consisted of the upfront payment of $ 20.0 million and the $ 10.0 million received from 2seventy for the purchase of the Company’s Series C convertible preferred stock. The sale of the Series C convertible preferred stock was not considered to be a performance obligation, as it was a separate financing component of the transaction. Accordingly, $ 10.0 million of the transaction price was allocated to the issuance of 768,115 shares of Series C convertible preferred stock at fair value of $ 13.04 per share and recorded in stockholders’ equity. The variable consideration related to the remaining development, regulatory, and sales-based milestones payments has not been included in the initial transaction price and continues to be fully constrained as of September 30, 2023. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon initiation of clinical trials for early-stage targets and 2seventy’s development efforts. Any variable consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur, as they were determined to relate predominantly to the License and Know-How granted to 2seventy. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For revenue recognition purposes, the Company determined that the duration of the 2seventy Agreement began on the effective date in August 2018 and ends upon completion of the Research and Development Services, which is also when participation on the JSC is no longer an obligation. The contract duration is defined as the period in which parties to the contract have present enforceable rights and obligations. The Company also analyzed the impact of 2seventy terminating the agreement prior to August 2023 and determined, considering both quantitative and qualitative factors, that there were substantive non-monetary penalties to 2seventy for doing so. Revenue is recognized when, or as, the Company satisfies its performance obligation by transferring the promised services to 2seventy. Revenue is being recognized over time using a cost-based input method, based on internal labor cost effort to perform the research services, since the internal labor cost incurred over time is thought to best reflect the transfer of services to 2seventy. In applying a cost-based input method of revenue recognition, we use actual costs incurred relative to budgeted costs to fulfill the combined performance obligation. A cost-based input method of revenue recognition requires us to make estimates of costs to complete the performance obligation. The cumulative effect of any revisions to estimated costs to complete the performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. During the three and nine months ended September 30, 2023, the Company recognized $ 0.3 million and $ 1.0 million, respectively, and during the three and nine months ended September 30, 2022, the Company recognized $ 0.2 million and $ 6.5 million, respectively, in collaboration revenue under the 2seventy Agreement. The amount of collaboration revenue recognized during the nine months ended September 30, 2022 included cumulative catch-up adjustments increasing contribution revenue by $ 5.5 million due to revisions to estimated costs to complete the remaining performance obligation. The adjustments resulted in a decrease in the Company's loss from operations of $ 5.5 million and a decrease in loss per share of $ 0.06 for the nine months ended September 30, 2022. There is no deferred revenue recorded on the condensed consolidated balance sheet as of September 30, 2023. Deferred revenue of $ 1.0 million was recorded on the condensed consolidated balance sheet in current liabilities as of December 31, 2022. Deferred revenue relates to the performance obligations identified under the 2seventy Agreement that was recognized over the period the performance obligations were satisfied. Changes in the deferred revenue balance during the nine months ended September 30, 2023 for the 2seventy Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2022 $ 1,047 Additions — Deductions ( 1,047 ) Balance at September 30, 2023 $ — There were no receivables or net contract assets recorded as of September 30, 2023 and December 31, 2022 associated with the 2seventy Agreement. Gilead Sciences, Inc. In January 2021, the Company entered into a Collaboration, Option and License Agreement (the “Gilead Collaboration Agreement”) with Gilead Sciences, Inc. (“Gilead”) to research and develop a vaccine-based immunotherapy as part of Gilead’s efforts to find a curative treatment for HIV infection. Under the terms of the Gilead Collaboration Agreement, the Company granted to Gilead an exclusive, worldwide license to develop and commercialize a HIV-specific therapeutic vaccine utilizing the Company’s technology. Gilead is responsible for conducting all development and commercialization activities beginning with a Phase 1 study, and the Company is responsible for contributing to preclinical research studies and participation in a joint steering committee (collectively, “research and development activities”). Concurrently with execution of the Gilead Collaboration Agreement, the Company and Gilead entered into a Supply Agreement (the “Gilead Supply Agreement”) under which the Company will supply research product and GMP product (“Product Supply”) that may be required under the Gilead Collaboration Agreement until Gilead completes its first GMP product batch, and the Company will participate in a joint manufacturing team (collectively, “product supply activities”). In addition, the Company also concurrently entered into a Stock Purchase Agreement (the “Gilead Stock Purchase Agreement”) under which Gilead acquired, in a private placement transaction, 1,169,591 shares of the Company’s common stock. The common shares were issued to Gilead with certain registration rights and certain standstill and market stand-off provisions. The Company determined that these concurrent contracts represent a combined arrangement (“the Gilead Arrangement”). Under the Gilead Collaboration Agreement, the Company received a non-refundable upfront payment of $ 30.0 million. Under the Gilead Collaboration Agreement and the Gilead Supply Agreement, the Company will receive additional reimbursement payments for expenses incurred in the research and development activities and product supply activities. Under the Gilead Stock Purchase Agreement, the common shares were sold at a price of $ 25.65 per share for a total of $ 30.0 million. The Company’s common stock at fair value on closing was $ 18.10 per share. If Gilead decides to move forward with development beyond the initial Phase 1 study (the “Option”), the Company will receive a $ 40.0 million non-refundable option fee and will be eligible to receive up to an aggregate of $ 685.0 million if certain clinical, regulatory and commercial milestones are achieved, as well as tiered royalties ranging from the mid-single digits to low double-digits on net sales of a therapeutic product utilizing its technology. None of these events had occurred as of September 30, 2023 and no royalties were due from the sale of licensed products. Gilead may terminate the Gilead Collaboration Agreement for convenience by giving a 90 -day prior written notice to the Company at any time after the effective date of the agreement. Unless terminated early, the agreement has a term that ends upon the expiration of the royalty term, or, if the Option is not exercised, by the end of the Option term. The Gilead Collaboration Agreement may be terminated for cause by either party based on uncured material breach by the other party, insolvency of the other party, or patent challenge. Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses will terminate. The licenses granted by the Company to Gilead under the licensed intellectual property will remain in effect in accordance with their respective terms. Additionally, if terminated early by Gilead for convenience or by the Company for material breach or insolvency, all of Gilead’s payment obligations for reimbursable costs or for future milestone and royalty payments remain. If terminated early by Gilead for material breach or insolvency, all of Gilead’s unaccrued payment obligations related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. Furthermore, Gilead may terminate the Gilead Supply Agreement without cause by giving six months prior written notice and any active orders with 60-day notice without terminating the agreement, and either party may terminate based on an uncured material breach, insolvency of the other party, or in the event that the Gilead Collaboration Agreement is terminated. Upon termination, the Company will deliver all supply products that have been produced and destroy, reimburse or deliver materials that Gilead has reimbursed, and Gilead must pay for any manufacturing costs that the Company has actually incurred or committed to pay, including any cancellation costs owed to subcontractors. The Company concluded that Gilead is a customer and therefore revenue recognition should be accounted for in accordance with ASC 606, because the Company granted to Gilead licenses to its intellectual property and will provide research and development services and Supply of Product, as defined below, all of which are outputs of the Company’s ongoing activities, in exchange for consideration. The Option, if exercised by Gilead, will be considered a modification that increases the scope of the arrangement beyond the Option Term. The Company identified the following performance obligations under the Gilead Collaboration Agreement: (i) licenses including an exclusive (in the HIV field), royalty-free, worldwide collaboration license and transfer of know-how and an exclusive (in the HIV field) worldwide, royalty-bearing development and commercial license subject to restrictions on its use during the Option Term and an exclusive option to release such restrictions; (ii) preclinical research and development activities, manufacturing-related activities, and participation on a Joint Steering Committee; and (iii) product supply, including research and GMP product, until Gilead completes its first GMP batch, and participation on a Joint Manufacturing Team. The Company considered that the licenses and know-how have standalone functionality, are considered to be functional intellectual property and are capable of being distinct. The Company also determined that the research and development activities and product supply by Gritstone could be provided by resources otherwise available to Gilead and thus are capable of being distinct. The Company has also determined that the pricing for optional goods and services and release of license restrictions upon exercise of the Option do not constitute material rights and are not a potential performance obligation. The Company evaluated whether there is an interdependence between the promises and determined that the licenses are a combined solution and the predominant performance obligation, while the other promises are separately identifiable in the context of the contract; however, the research and development activities are dependent on the research product supply, which is accounted for as a combined performance obligation. As a result, the Company identified three performance obligations in the Gilead Arrangement: (i) exclusive licenses and know-how, (ii) research and development activities and product supply, and (iii) GMP product supply. The transaction price at the inception of the Gilead Collaboration Agreement consisted of the upfront payment of $ 30.0 million and the $ 30.0 million received for the sale of the Company’s common stock. The sale of the common stock was not considered to be a performance obligation, as it was a separate financing component of the transaction. Accordingly, $ 21.2 million of the transaction price was allocated to the issuance of 1,169,591 shares of the Company’s common stock at fair value on closing of $ 18.10 per share and recorded in stockholders’ equity. The remaining $ 8.8 million of the common stock purchase price in excess of the fair value of the shares received is added to the transaction price for the Gilead Collaboration Agreement. In addition, the initial transaction price includes estimated variable consideration for budgeted reimbursement of research and development costs and product supply. The variable consideration related to reimbursable costs and product supply has been constrained as of September 30, 2023 based on the current research and development plan forecast. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that the variable consideration for the $ 40.0 million option exercise fee and for the development, regulatory, and sales-based milestones payments were probable of significant revenue reversal as their achievement was highly dependent on factors outside the Company’s control. As a result, these payments were fully constrained and were not included in the transaction price. Any variable consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur, as they were determined to relate predominantly to the exclusive licenses and know-how granted to Gilead. The transaction price is allocated to the performance obligation based upon relative standalone selling prices, which were determined for the exclusive licenses and know-how using an adjusted market approach and for the research and development activities and product supply using a cost plus reasonable margin approach. Variable consideration is allocated to the specific performance obligations to which it relates. For revenue recognition purposes, the Company determined that the duration of the contract began on the effective date in January 2021 and ends upon (i) the completion of the Option term, which is expected to end within four years after the effective date, if the Option is not exercised or (ii) the expiration of the royalty-term on a product-by-product and country-by-country basis. The Company also analyzed the impact of Gilead terminating the agreement prior to the end of the Option term and determined, considering both quantitative and qualitative factors, that there were substantive non-monetary penalties to Gilead for doing so. Revenue for the exclusive licenses and know-how was recognized on the effective date of the Gilead Collaboration Agreement at the point in time that the licenses are effective. The research and development activities and product combined performance obligation and the GMP product supply performance obligation are recognized over time when, or as, the Company transfers the promised goods and services to Gilead. Research and development service and product supply revenues will be recognized over time using a cost-based input method, based on internal and external labor cost effort to perform the services, costs to acquire research materials, and costs of product supply, since the costs incurred over time are thought to best reflect the transfer of goods and services to Gilead. In applying a cost-based input method of revenue recognition, we use actual costs incurred relative to estimated total costs to fulfill each performance obligation. A cost-based input method of revenue recognition requires us to make estimates of costs to complete the performance obligation. The cumulative effect of any revisions to estimated costs to complete the performance obligation and associated variable consideration will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. For the three and nine months ended September 30, 2023, the Company did not record any license revenue and recorded $ 0.1 million and $ 0.3 million, respectively, as collaboration revenue as a result of satisfying its performance obligations by transferring the promised goods and services for the Gilead Collaboration Agreement. For the three and nine months ended September 30, 2022, the Company did not record any license revenue and recorded $ 0.2 million and $ 1.5 million, respectively, as collaboration revenue as a result of satisfying its performance obligations by transferring the promised goods and services for the Gilead Collaboration Agreement. There was no contract asset recorded on the condensed consolidated balance sheets as of September 30, 2023 or December 31, 2022. There was $ 0.1 million recorded as deferred revenue as of September 30, 2023 and December 31, 2022 associated with the Gilead Collaboration Agreement. Changes in the deferred revenue balance during the nine months ended September 30, 2023 for the Gilead Collaboration Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2022 $ 107 Additions — Deductions ( 40 ) Balance at September 30, 2023 $ 67 There was $ 0.1 million of receivables recorded on the condensed consolidated balance sheets as a current asset in the prepaid expenses and other current assets balance as of September 30, 2023 and December 31, 2022, associated with the Gilead Collaboration Agreement. The Company deferred $ 0.1 million in incremental costs to acquire the Gilead Collaboration Agreement in the first quarter of 2021 allocated to performance obligations recognized over time, which will be recognized over time in each period proportionate to revenue recognition. There were no deferred contract acquisition costs amortized during the three and nine months ended September 30, 2023 as they were fully amortized during the year ended December 31, 2022. Deferred contract acquisition costs amortized during the three and nine months ended September 30, 2022 were negligible. Arbutus Biopharma Corporation In October 2017, the Company entered into an Exclusive License Agreement with Arbutus and its wholly-owned subsidiary, Protiva Biotherapeutics Inc. Certain terms of the agreement were modified by amendment in July 2018. Under the license agreement, the Company has an exclusive license to utilize certain Arbutus intellectual property, including patents and know-how relating to immunotherapy. During the three and nine months ended September 30, 2023 and 2022, the Company had no research and development expense under the agreement. The Company is obligated to pay Arbutus certain milestone payments up to $ 123.5 million on achievement of specified events, and royalties on sales of its licensed products. Following the acceptance of our investigational new drug application for GRANITE by the FDA, the Company made a $ 2.5 million development milestone payment to Arbutus in September 2018 that was recorded as research and development expense. In August 2019, a milestone was met following the initial patient treatment of SLATE in the Company’s GO-005 clinical trial. In 2019, the Company recorded $ 3.0 million as research and development expense in connection with the milestone. None of the other events had occurred as of September 30, 2023, and no royalties were due from the sale of licensed products. Non-Profit Hospital Cancer Center In January 2016, the Company entered into an Exclusive License Agreement with a non-profit hospital cancer center. Under the license agreement, the Company has an exclusive license to utilize certain patents and know-how relating to immunotherapy for an insignificant upfront payment, cash milestone payments on achievement of specified events, and low single digit royalties on sales of licensed products. The achievement of the milestones and payment of royalties is dependent upon obtaining regulatory approval. Upon achievement of a milestone related to the Company’s Phase 1 clinical trial for GRANITE, GO-004, in December 2018 the Company recorded an insignificant amount to research and development expense for amounts owed to the Hospital Cancer Center, which was paid to the hospital in February 2019. None of the other milestone events had occurred as of September 30, 2023 and no royalties were due from the sales of licensed products. Genevant Sciences GmbH In October 2020, the Company entered into an Option and License and Development Agreement (as amended, the “2020 Genevant License Agreement”) with Genevant Sciences GmbH (“Genevant”), pursuant to which Genevant granted the Company exclusive license rights under certain intellectual property related to Genevant’s LNP technology for a single therapeutic indication, and the Company agreed to pay Genevant an initial payment of $ 2.0 million, up to an aggregate of $ 71.0 million in specified development, regulatory, and commercial milestones, and low to mid-single digit royalties on net sales of licensed products. The upfront payment of $ 2.0 million was included in research and development expense for the year ended December 31, 2020. Genevant is a spin-off of Arbutus, and the 2020 Genevant License Agreement expands Gritstone’s intellectual property rights to such LNP technology originally obtained pursuant to the Company’s license agreement with Arbutus. Prior to the 2020 Genevant License Agreement, the Company licensed Arbutus’ LNP technology for indications in the oncology space. The remainder of Arbutus’ IP portfolio was transferred to Genevant in the spin-off. In March 2022, a milestone in the amount of $ 1.0 million was met, which was included in research and development expense for the year ended December 31, 2022. Pursuant to the 2020 Genevant License Agreement, Genevant also granted the Company certain options to license the LNP technology for additional indications of up to $ 1.5 million for each indication and $ 1.0 million to extend the option term. The 2020 Genevant License Agreement continues in effect until the last to expire royalty term or early termination. It is terminable by the Company for convenience with 90 days prior written notice or immediately if based on certain product safety or efficacy or regulatory criteria. Either party may terminate the agreement for material breach, subject to a cure period, and Genevant may terminate the agreement if the Company challenges a licensed patent. In January 2021, the Company entered into a Non-Exclusive License and Development Agreement (the “2021 Genevant License Agreement”) with Genevant. Pursuant to the 2021 Genevant License Agreement, the Company obtained a nonexclusive license to Genevant’s LNP technology to develop and commercialize self-amplifying RNA (“samRNA”) vaccines against SARS-CoV-2, the virus that causes COVID-19. Under the 2021 Genevant License Agreement, the Company made a $ 1.5 million upfront payment to Genevant, and Genevant is eligible to receive from the Company up to an aggregate of $ 191.0 million in contingent milestone payments per product, plus certain tiered royalties, upon achievement of development and commercial milestones. In certain scenarios, in lieu of milestones and royalties, Genevant will be entitled to a percentage of amounts that the Company receives from sublicenses under the 2021 Genevant License Agreement, subject to certain conditions. In March 2021, a milestone in the amount of $ 1.0 million was met following the initial patient treatment in the Phase 1 clinical trial conducted through the NIAID-supported Infectious Diseases Clinical Research Consortium (“IDCRC”). Both the $ 1.5 million upfront and $ 1.0 million milestone payments were recorded as research and development expense for the year ended December 31, 2021. None of the other milestone events had occurred as of September 30, 2023. In August 2023, the Company entered into an Option and Non-Exclusive License and Development Agreement (the “2023 Genevant License Agreement”) with Genevant. Pursuant to the 2023 Genevant License Agreement, the Company obtained a multi-year option for a non-exclusive license under Genevant’s LNP technology on a pathogen-by-pathogen basis to develop and commercialize samRNA vaccines against infectious disease. Under the 2023 Genevant License Agreement, (i) the Company made a $ 2.5 million upfront payment to Genevant, recorded as research and development expense for the three and nine months ended September 30, 2023, and (ii) Genevant is eligible to receive from the Company option maintenance and exercise fees in the single digit millions and up to an aggregate of $ 136.0 million in contingent milestone payments per product, subject to increase for multi-pathogen products and in other specified circumstances, and royalties ranging from the mid to high single digits on future product sales. If Gritstone outlicenses an applicable infectious disease program, in lieu of certain of these payments, Genevant may be entitled to a percentage of amounts that Gritstone receives from its sublicensee. None of the milestone events under the 2023 Genevant License Agreement had occurred as of September 30, 2023. In August 2023, the 2020 Genevant License Agreement was amended to terminate the options to license the LNP technology for additional indications. Coalition for Epidemic Preparedness Innovations On August 14, 2021, the Company entered into the CEPI Funding Agreement with CEPI, under which CEPI agreed to provide funding of up to $ 20.6 million to the Company to advance the Company’s program, which is developing a second-generation COVID-19 vaccine, with an initial clinical trial in South Africa. Under the terms of the agreement, CEPI will fund a multi-arm Phase 1 study evaluating the CORAL program’s samRNA vaccine in naïve, convalescent, and HIV+ patients. The study will evaluate three different samRNA vaccine constructs that each target both the spike protein and other SARS-CoV-2 targets and are designed to drive both robust B and T cell immune responses. The funding will also support pre-clinical studies, scale-up and formulation development to enable manufacturing of large quantities of stable vaccine product. Under the terms of the CEPI Funding Agreement, among other things, the Company and CEPI agreed on the importance of global equitable access to the vaccine produced pursuant to the CEPI Funding Agreement. The vaccine, if approved, is expected to be made available to the COVAX Facility for procurement and allocation. The COVAX Facility aims to deliver equitable access to COVID-19 v |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | . Stockholders’ Equity The Company’s amended and restated certificate of incorporation, as amended provides for 300,000,000 shares of common stock and 10,000,000 shares of preferred stock authorized for issuance, each with a par value of $ 0.0001 per share. As of September 30, 2023 and December 31, 2022, no shares of preferred stock were issued and outstanding. As of September 30, 2023 and December 31, 2022, there were 93,075,427 and 86,894,901 shares of common stock issued and outstanding, respectively. Holders of the Company’s common stock are entitled to one vote per share. Sale of Common Stock and Pre-Funded Warrants In December 2020, the Company entered into two private placement financing transactions (collectively, the “First PIPE Financing”), as follows: (i) to sell 5,543,351 shares of its common stock at a price of $ 3.34 per share and pre-funded warrants (the “Warrants”) to purchase 27,480,719 shares of common stock at a price of $ 3.34 per share (of which $ 3.33 per share was prepaid by each purchaser), and (ii) to sell an additional 4,043,127 shares of its common stock at a price per share of $ 3.71 . In connection with the First PIPE Financing, the Company received aggregate net proceeds of approximately $ 119.8 million. The Warrants are exercisable upon issuance at an exercise price of $ 0.01 per share. The outstanding Warrants generally may not be exercised if the holder’s aggregate beneficial ownership would be more than 9.99 % of the total issued and outstanding shares of the Company’s common stock following such exercise. The exercise price and number of shares of common stock issuable upon the exercise of the Warrants (the “Warrant Shares”) are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrant agreements. Under certain circumstances, the Warrants may be exercisable on a “cashless” basis. In connection with the issuance and sale of the common stock and Warrants, the Company granted the purchasers certain registration rights with respect to the Warrants and the Warrant Shares. The Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital and were recorded at the issuance date using a relative fair value allocation method. The Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, such Warrants do not provide any guarantee of value or return. The Company valued the Warrants at issuance, concluding their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and Warrants, of which $ 87.7 million, net of issuance costs, was allocated to the Warrants and recorded as a component of additional paid-in-capital. In September 2021, the Company completed a PIPE financing transaction, in which it sold 5,000,000 shares of its common stock at a price of $ 11.00 per share pursuant to a securities purchase agreement entered into on September 16, 2021 (the “Second PIPE Financing”). The Company received aggregate net proceeds of approximately $ 52.7 million after deducting placement agent commissions and offering expenses payable by the Company. In connection with the issuance and sale of the common stock, the Company agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the Second PIPE Financing. In March 2022, the Company filed a Registration Statement on Form S-3 with the SEC (the “2022 Shelf Registration Statement”), covering the offering of up to $ 250.0 million of common stock, preferred stock, debt securities, warrants and units. The 2022 Shelf Registration Statement included a prospectus supplement covering the issuance and sale of up to $ 100.0 million of the Company’s common stock, from time to time, through an “at-the-market” offering program (the “2022 ATM Offering Program”) under the Securities Act. The SEC declared the 2022 Shelf Registration Statement effective as of May 6, 2022. In connection with the 2022 ATM Offering Program, in March 2022, the Company also entered into a sales agreement (the “2022 Sales Agreement”) with Cowen, pursuant to which Cowen will act as the Company’s sales agent and, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $ 100.0 million. Cowen is entitled to compensation for its services equal to up to 3.0 % of the gross proceeds of any shares of common stock sold under the 2022 Sales Agreement. In addition, the Company agreed to reimburse a portion of Cowen’s expenses in connection with the 2022 ATM Offering Program up to $ 50,000 . As of December 31, 2022, the Company has received aggregate proceeds from its 2022 ATM Offering Program of $ 19.6 million, net of commissions and offering costs, pursuant to the issuance of 7,034,948 shares of its common stock. As of September 30, 2023, the Company has received aggregate proceeds from its 2022 ATM Offering Program of $ 22.1 million, net of commissions and offering costs, pursuant to the issuance of 7,889,000 shares of its common stock. In October 2022, the Company completed a PIPE financing transaction, in which it sold 6,637,165 shares of its common stock at a price of $ 2.26 per share pursuant to a securities purchase agreement entered into on October 24, 2022 and pre-funded warrants (the “Warrants”) to purchase 13,274,923 shares of common stock at a price of $ 2.26 per share (of which $ 2.2599 per share was prepaid by each purchaser) (the “Third PIPE Financing”). The Company received aggregate net proceeds of approximately $ 42.4 million after deducting placement agent commissions and offering expenses payable by the Company. In connection with the issuance and sale of the common stock, the Company agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the Third PIPE Financing. The Warrants are exercisable upon issuance at an exercise price of $ 0.0001 per share. The outstanding Warrants generally may not be exercised if the holder’s aggregate beneficial ownership would be more than 9.99 % of the total issued and outstanding shares of the Company’s common stock following such exercise. The exercise price and number of shares of common stock issuable upon the exercise of the Warrants (the “Warrant Shares”) are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrant agreements. Under certain circumstances, the Warrants may be exercisable on a “cashless” basis. In connection with the issuance and sale of the common stock and Warrants, the Company granted the purchasers certain registration rights with respect to the Warrants and the Warrant Shares. The Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital and were recorded at the issuance date using a relative fair value allocation method. The Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, such Warrants do not provide any guarantee of value or return. The Company valued the Warrants at issuance, concluding their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and Warrants, of which $ 28.2 million, net of issuance costs, was allocated to the Warrants and recorded as a component of additional paid-in-capital. Common Stock Warrants As of September 30, 2023, the following warrants to purchase shares of the Company’s common stock were issued and outstanding: Issue Date Expiration Date Exercise Price Number of Warrants Outstanding December 28, 2020 None $ 0.01 9,064,833 October 24, 2022 None $ 0.0001 13,274,923 22,339,756 There were 1,648,900 and 4,508,871 warrants exercised during the three and nine months ended September 30, 2023, respectively, resulting in the Company issuing 4,498,305 shares of common stock due to net exercise of some of the warrants. During the nine months ended September 30, 2022, 3,442,567 warrants were exercised resulting in the Company issuing 3,442,567 shares of common stock. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Award Incentive Plans In August 2015, the Company’s board of directors approved the 2015 Equity Incentive Plan (“2015 Plan”). In connection with the Company’s IPO and the effectiveness of the 2018 Award Incentive Plan (“2018 Plan”), discussed below, the 2015 Plan terminated. The 92,815 shares of common stock that were then unissued and available for future issuance under the 2015 Plan became available under the 2018 Plan. In September 2018, the Company’s board of directors approved the 2018 Plan. Under the 2018 Plan, a total of 2,690,000 shares of common stock were initially reserved for issuance under the 2018 Plan, plus the number of shares remaining available for future awards under the 2015 Plan, as of the effective date of the 2018 Plan. The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 4 % of the total number of shares of the Company’s outstanding stock on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors. The 2018 Plan provides, among others, for the grant of options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance bonus awards. The maximum number of shares that may be issued upon the exercise of stock options under the 2018 Plan is 45,000,000 . The Company’s board of directors has the authority to determine to whom options will be granted, the number of shares, the term, and the exercise price. If an individual owns stock representing 10 % or more of the outstanding shares, the price of each share shall be at least 110 % of the fair market value, as determined by the board of directors. Options granted have a term of up to 10 years and generally vest over a 4 -year period with a straight-line vesting. Material Features of the 2021 Employment Inducement Incentive Award Plan In April 2021, the Company’s board of directors adopted the 2021 Employment Inducement Incentive Award Plan (the “2021 Plan”), pursuant to Nasdaq Listing Rule 5635(c)(4). The principal purpose of the 2021 Plan is to enhance our ability to attract, retain and motivate employees who are expected to make important contributions to us by providing such individuals with equity ownership opportunities. Awards granted under the 2021 Plan are intended to constitute “employment inducement awards” under Nasdaq Listing Rule 5635(c)(4), and, as such, the 2021 Plan is intended to be exempt from the Nasdaq Listing Rules regarding shareholder approval of stock option and stock purchase plans. A total of 790,400 shares of our common stock ("Share Limit") were initially reserved for issuance under the 2021 Plan. The Share Limit may be increased by the Company's board of directors. The 2021 Plan provides for the grant of non-qualified stock options, restricted stock units, restricted stock awards, stock appreciation rights, and other stock-based and cash-based awards. The 2021 Plan does not provide for the grant of incentive stock options. Awards under the 2021 Plan may be granted to eligible employees who are either new employees or who are commencing employment with the Company or one of its subsidiaries following a bona fide period of non-employment with the Company, and for whom such awards are granted as a material inducement to commencing employment with the Company or one of its subsidiaries. Awards under the 2021 Plan may not be granted to the Company's consultants or non-employee directors. The 2021 Plan is administered by our board of directors and the Company's compensation committee, acting pursuant to the delegation by our board of directors. In the event of a change in control in which the Company's successor refuses to assume or substitute any outstanding award under the 2021 Plan, the vesting of such award will accelerate in full. The Company's board of directors may terminate, amend, or modify the 2021 Plan at any time, provided that no termination or amendment may materially impair any rights under any outstanding award under the 2021 Plan without the consent of the holder. On April 21, 2022, the Company’s board of directors increased the number of shares available under the 2021 Plan by 700,000 shares. On February 2, 2023, the Company’s board of directors increased the number of shares available under the 2021 Plan by 1,300,000 shares. Stock Option Activity A summary of the 2018 Plan and 2021 Plan activity is as follows: Options Outstanding Number of Number Weighted- Weighted- Aggregate Balance at December 31, 2022 4,814,394 6,951,620 $ 7.92 8.08 $ 1,089 Authorized 4,775,796 — $ — Granted ( 4,123,753 ) 608,966 $ 2.25 Exercised — ( 6,000 ) $ 0.76 Canceled 704,071 ( 289,043 ) $ 5.29 Balance at September 30, 2023 6,170,508 7,265,543 $ 7.55 7.49 $ 141 Vested and exercisable at 4,353,806 $ 8.58 6.85 $ 140 Vested and expected to vest at 6,934,041 $ 7.65 7.44 $ 141 For the nine months ended September 30, 2023 and 2022, the total intrinsic value of stock option awards exercised was less than $ 0.1 million and $ 0.4 million, respectively, determined at the date of option exercise, and the total cash received upon exercise of stock options was not significant for either period. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the common stock on the date of exercise. As of September 30, 2023, $ 10.0 million of total unrecognized compensation cost related to non-vested employee and consultant options is expected to be recognized over a weighted-average period of 1.83 years. The total fair value of shares vested during the nine months ended September 30, 2023 was $ 6.1 million. Stock-based compensation expense and awards granted to non-employees were $ 0.6 million and $ 0.5 million, respectively, for the nine months ended September 30, 2023 and 2022. Restricted Stock Units The Company has granted restricted stock unit awards under the 2018 Equity Plan. The restricted stock unit awards have a term of up to 10 years and generally vest over a 6 month, 1 or 2 -year period. The following table summarizes the Company's restricted stock unit activity during the nine months ended September 30, 2023: Number of Shares Weighted- Outstanding, unvested at December 31, 2022 561,526 $ 5.38 Issued 3,514,787 $ 3.29 Vested ( 871,385 ) $ 4.64 Canceled/Forfeited ( 91,623 ) $ 3.29 Outstanding, unvested at September 30, 2023 3,113,305 $ 3.29 Stock-Based Compensation Expense Total stock-based compensation for all awards granted to employees, consultants and the Company's 2018 Employee Stock Purchase Plan (“ESPP”), before taxes, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development expenses $ 1,565 $ 1,615 $ 4,809 $ 5,083 General and administrative expenses 1,399 1,449 3,986 4,466 Total $ 2,964 $ 3,064 $ 8,795 $ 9,549 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 12. Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 38,434 ) $ ( 29,966 ) $ ( 107,672 ) $ ( 88,397 ) Denominator: Weighted-average common shares outstanding, basic 115,342,613 86,597,405 114,898,379 86,441,212 Net loss per share, basic and diluted $ ( 0.33 ) $ ( 0.35 ) $ ( 0.94 ) $ ( 1.02 ) In December 2020, the Company issued and sold the 2020 Warrants to purchase 27,480,719 shares of common stock at a nominal exercise price of $ 0.01 per share and, in October 2022, the Company issued and sold the 2022 Warrants to purchase 13,274,923 shares of common stock at a nominal exercise price of $ 0.0001 per share (see Note 10). The shares of common stock into which the 2020 and 2022 Warrants may be exercised are considered outstanding for the purposes of computing earnings per share, because the shares may be issued for little or no consideration, they are fully vested and the Warrants are immediately exercisable upon their issuance date. During a period of net loss, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares 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: September 30, 2023 2022 Options issued and outstanding and ESPP shares issuable and outstanding 7,516,541 7,117,085 Restricted stock subject to future vesting 3,113,305 563,045 Total 10,629,846 7,680,130 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and are comprised of the consolidation of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. The interim condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation for interim reporting. The results of operations for any interim period are not necessarily indicative of results of operations for any future period. Certain information and footnote disclosures typically included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 9, 2023 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments U.S. GAAP establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is established as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, an established three-tier fair value hierarchy distinguishes between the following: • Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. The carrying amounts reflected on the condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued compensation and accrued liabilities approximate their fair values due to their short-term nature. |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt Discounts Debt issuance costs include legal fees, accounting fees and other direct costs incurred in connection with the execution of the Company’s debt financing. Debt discounts represent costs paid to the lenders. Debt issuance costs and debt discounts are deducted from the carrying amount of the debt liability and are amortized to interest expense over the term of the related debt using the effective interest method. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and marketable securities. Cash, cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. The Company maintains cash equivalents and marketable securities with various high-credit-quality and capitalized financial institutions. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities and issuers of marketable securities to the extent recorded on the condensed consolidated balance sheets. As of September 30, 2023, the Company has no off-balance sheet concentrations of credit risk. |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company is subject to a number of risks similar to those faced by other clinical-stage biotechnology companies, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party suppliers for key materials and services used in its research and development manufacturing process and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. Further, the Company is subject to broad market risks and uncertainties resulting from recent events, such as the lingering effects of the COVID-19 pandemic, the regional conflicts around the world, inflation, rising or sustained high interest rates and recession risks, market volatility, recent instability in the global financial markets and uncertainty as to the U.S. federal budget, as well as supply chain and labor shortages. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents, which consist primarily of highly liquid investments with original maturities of three (3) months or less when purchased, are stated at fair value. These assets include investments in money market funds that invest in U.S. Treasury obligations and certificates of deposit, which are stated at fair value. The Company has issued letters of credit under certain lease agreements that have been collateralized by cash deposits for an equal amount and are recorded within short-term restricted cash and deposits and other long-term assets on the condensed consolidated balance sheets based on the term of the underlying lease. Additionally, the Company’s restricted cash includes payments received under the Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement, dated as of August 14, 2021 (the “CEPI Funding Agreement”) and the Gates Foundation Grant Agreement (see Note 9). The Company will utilize the CEPI and Gates Foundation funds as it incurs expenses for services performed under the agreements. The following table provides a reconciliation of cash, cash equivalents and short-term and long-term restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, 2023 2022 Cash and cash equivalents $ 29,539 $ 55,498 Restricted cash 1,242 3,977 Long-term restricted cash 5,290 5,290 Total cash, cash equivalents and restricted cash $ 36,071 $ 64,765 |
Leases | Leases The Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. The majority of the Company’s leases are classified as operating leases. Leases with a term greater than one year are included in operating lease right-of-use assets ("ROU Assets"), lease liabilities, current portion, and lease liabilities, net of current portion in the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. The Company has elected not to recognize on the condensed consolidated balance sheets leases with terms of one year or less. Lease liabilities and their corresponding ROU Assets are recorded based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company estimates the appropriate incremental borrowing rate, which is the rate that would be incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU Assets may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the ROU Asset is impaired. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The Company recognizes lease expense on a straight-line basis over the expected lease term. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in an ROU Asset have been recorded on the condensed consolidated balance sheets and amortized as lease expense on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company performs research and development activities under collaboration, license, grant and clinical development agreements. The Company’s revenue primarily consists of revenue from collaboration and license agreements and grant agreements. At contract inception, the Company analyzes a revenue arrangement to determine the appropriate accounting under U.S. GAAP. Currently, the Company’s revenue arrangements represent customer contracts within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) or are subject to the contribution guidance in ASC Topic 958-605, Not-for-Profit Entities – Revenue Recognition (“ASC 958-605”), which applies to business entities that receive contributions within the scope of ASC 958-605. For collaboration and license agreements, the Company analyzes such arrangements to assess whether they involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are considered to be in the scope of the collaboration guidance and that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of the collaboration guidance and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of the revenue with contracts with customers guidance. Elements of collaboration arrangements that are reflective of a vendor-customer relationship are accounted for pursuant to the revenue from contracts with customers guidance. The terms of the licensing and collaboration agreements entered into typically include payment of one or more of the following: non-refundable, up-front fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of the accounting for revenue from contracts with customers guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve (12) months, this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s condensed consolidated balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve (12) months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations, based on the relative standalone selling prices. The relative selling price for each performance obligation is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the performance obligation. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation, using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes, such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, estimating the stand-alone selling prices of identified performance obligations (which may include forecasted revenue, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success) and estimating the progress towards satisfaction of performance obligations. For grant funding agreements, grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred. The Company concluded that payments received under its grant funding agreements represent nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not within the scope of ASC 606 as the organization providing the grant does not meet the definition of a customer. Grant revenue relates primarily to the CEPI Funding Agreement and the Gates Grant Agreement (see Note 9). |
Income Taxes | Income Taxes The Company did no t record income tax expense for the three and nine months ended September 30, 2023 and 2022, respectively, as the Company expected to be in a cumulative taxable loss position in 2023 and 2022, and the net deferred tax assets are fully offset by a valuation allowance as it is not more likely than not that the benefit will be realized. As of September 30, 2023, the Company remains in a cumulative book loss position and does not have sufficient positive evidence to realize its net deferred tax assets. As such, the Company continues to maintain a full valuation allowance against its net deferred tax assets. Effective January 1, 2022, a provision of the Tax Cuts and Jobs Act (TCJA) took effect creating a significant change to the treatment of research and experimental expenditures under Section 174 of the Internal Revenue Code (Sec. 174 expenses). Historically, businesses have had the option of deducting Sec. 174 expenses in the year incurred or capitalizing and amortizing the costs over five years. The new TCJA provision, however, eliminates this option and will require Sec. 174 expenses associated with research conducted in the United States to be capitalized and amortized over a five-year period. For expenses associated with research outside of the United States, Sec. 174 expenses will be capitalized and amortized over a 15-year period. This provision did not have a material impact to the Company's condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASU 2020-06”). The standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the standard modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for the Company as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and short-term and long-term restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, 2023 2022 Cash and cash equivalents $ 29,539 $ 55,498 Restricted cash 1,242 3,977 Long-term restricted cash 5,290 5,290 Total cash, cash equivalents and restricted cash $ 36,071 $ 64,765 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | The amortized costs, unrealized gains and losses and fair values of cash equivalents and marketable securities were as follows (in thousands): September 30, 2023 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 15,883 $ — $ — $ 15,883 Total cash equivalents 15,883 — — 15,883 Short-term marketable securities: Commercial paper 11,871 — ( 8 ) 11,863 Corporate debt securities 9,306 — ( 12 ) 9,294 U.S. government treasuries 13,885 — ( 12 ) 13,873 U.S. government debt securities 18,904 — ( 20 ) 18,884 Asset backed securities 495 — — 495 Total short-term marketable securities 54,461 — ( 52 ) 54,409 Total $ 70,344 $ — $ ( 52 ) $ 70,292 December 31, 2022 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 38,191 $ — $ — $ 38,191 Total cash equivalents 38,191 — — 38,191 Short-term marketable securities: Certificates of deposit 948 1 — 949 Commercial paper 33,318 23 ( 13 ) 33,328 Corporate debt securities 21,887 6 ( 40 ) 21,853 U.S. government treasuries 35,608 3 ( 71 ) 35,540 U.S. government debt securities 24,703 22 ( 6 ) 24,719 Total short-term marketable securities 116,464 55 ( 130 ) 116,389 Long-term marketable securities: Corporate debt securities 933 — ( 1 ) 932 U.S. government treasuries 3,103 — ( 4 ) 3,099 Total long-term marketable securities 4,036 — ( 5 ) 4,031 Total $ 158,691 $ 55 $ ( 135 ) $ 158,611 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value | The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): September 30, 2023 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 15,883 $ 15,883 $ — $ — Total cash equivalents 15,883 15,883 — — Short-term marketable securities: Commercial paper 11,863 — 11,863 — Corporate debt securities 9,294 — 9,294 — U.S. government treasuries 13,873 13,873 — — U.S. government debt securities 18,884 — 18,884 — Asset backed securities 495 — 495 — Total short-term marketable securities 54,409 13,873 40,536 — Total $ 70,292 $ 29,756 $ 40,536 $ — December 31, 2022 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 38,191 $ 38,191 $ — $ — Total cash equivalents 38,191 38,191 — — Short-term marketable securities: Certificates of deposit 949 — 949 — Commercial paper 33,328 — 33,328 — Corporate debt securities 21,853 — 21,853 — U.S. government treasuries 35,540 35,540 — — U.S. government debt securities 24,719 — 24,719 — Total short-term marketable securities 116,389 35,540 80,849 — Long-term marketable securities: Corporate debt securities 932 — 932 — U.S. government treasuries 3,099 3,099 — — Total long-term marketable securities 4,031 3,099 932 — Total $ 158,611 $ 76,830 $ 81,781 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): September 30, December 31, 2023 2022 Computer equipment and software $ 1,723 $ 1,155 Furniture and fixtures 3,064 2,285 Laboratory equipment 29,356 27,309 Leasehold improvements 18,600 18,024 52,743 48,773 Less accumulated depreciation and amortization ( 33,819 ) ( 28,782 ) Construction-in-progress 28 1,344 Total property and equipment, net $ 18,952 $ 21,335 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Costs | The components of lease costs, which were included in the Company's condensed consolidated statements of operations and comprehensive loss, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 3,370 $ 2,112 $ 9,970 $ 6,633 Short-term lease cost 12 — 12 — Total lease cost $ 3,382 $ 2,112 $ 9,982 $ 6,633 |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases was as follows: Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 14,867 $ 6,467 New right-of-use assets obtained in exchange for lease Right-of-use assets obtained from entering new leases $ 59,604 $ 553 Increase in right-of-use assets from lease modifications $ 706 $ 1,406 Weighted-average remaining lease term (years): Operating leases 8.5 5.0 Weighted-average discount rate: Operating leases 10.0 % 7.5 % |
Schedule of Minimum Annual Rental Payments Under Operating Lease Agreements | As of September 30, 2023, minimum annual rental payments under the Company’s lease agreements are as follows (in thousands): Lease Financing Year ending December 31, 2023 (remaining three months) $ 2,369 2024 12,834 2025 10,749 2026 10,376 2027 10,466 Thereafter 52,348 Total minimum payments 99,142 Less: Amounts representing interest expense ( 33,709 ) Present value of future minimum lease payments 65,433 Less: Current portion of lease liability ( 6,003 ) Noncurrent portion of lease liability $ 59,430 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2023 2022 Prepaid research and development-related expenses $ 4,370 $ 4,241 Collaboration receivable 47 135 Prepaid insurance 83 1,158 Interest and other receivables 290 529 Facilities-related deposits 16 384 Other 824 567 Total prepaid expenses and other current assets $ 5,630 $ 7,014 |
Schedule of Deposits and Other Long-Term Assets | Deposits and other long-term assets consist of the following (in thousands): September 30, December 31, 2023 2022 Lease security deposits $ 923 $ 934 Prepaid research and development-related expenses — 643 Prepaid rent 323 8,162 Total deposits and other long-term assets $ 1,246 $ 9,739 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The components of the long-term debt balance are as follows (in thousands): September 30, 2023 Principal loan balance $ 30,000 Final fee 1,725 Unamortized debt discount, issuance costs, and unaccreted value of final fee ( 1,857 ) Long term debt, net $ 29,868 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | As of September 30, 2023, the estimated future principal payments due (excluding the final payment fee) are as follows (in thousands): 2023 (remaining three months) $ — 2024 — 2025 6,616 2026 14,108 2027 9,276 Total principal payments $ 30,000 |
Collaboration and License Agr_2
Collaboration and License Agreements and Grant Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration Agreement [Member] | 2 Seventy [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the deferred revenue balance during the nine months ended September 30, 2023 for the 2seventy Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2022 $ 1,047 Additions — Deductions ( 1,047 ) Balance at September 30, 2023 $ — |
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the deferred revenue balance during the nine months ended September 30, 2023 for the Gilead Collaboration Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2022 $ 107 Additions — Deductions ( 40 ) Balance at September 30, 2023 $ 67 |
Grant Agreement [Member] | Gates Foundation [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the deferred revenue balance during the nine months ended September 30, 2023 for the Gates Grant Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2022 $ 1,025 Additions 700 Deductions ( 1,299 ) Balance at September 30, 2023 $ 426 |
Funding Agreement [Member] | CEPI [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the deferred revenue balance during the nine months ended September 30, 2023 for the CEPI Funding Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2022 $ 2,952 Additions 1,215 Deductions ( 3,359 ) Balance at September 30, 2023 $ 808 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Issued and Outstanding Warrants to Purchase Shares of the Company's Common Stock | As of September 30, 2023, the following warrants to purchase shares of the Company’s common stock were issued and outstanding: Issue Date Expiration Date Exercise Price Number of Warrants Outstanding December 28, 2020 None $ 0.01 9,064,833 October 24, 2022 None $ 0.0001 13,274,923 22,339,756 There were 1,648,900 and 4,508,871 warrants exercised during the three and nine months ended September 30, 2023, respectively, resulting in the Company issuing 4,498,305 shares of common stock due to net exercise of some of the warrants. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | A summary of the 2018 Plan and 2021 Plan activity is as follows: Options Outstanding Number of Number Weighted- Weighted- Aggregate Balance at December 31, 2022 4,814,394 6,951,620 $ 7.92 8.08 $ 1,089 Authorized 4,775,796 — $ — Granted ( 4,123,753 ) 608,966 $ 2.25 Exercised — ( 6,000 ) $ 0.76 Canceled 704,071 ( 289,043 ) $ 5.29 Balance at September 30, 2023 6,170,508 7,265,543 $ 7.55 7.49 $ 141 Vested and exercisable at 4,353,806 $ 8.58 6.85 $ 140 Vested and expected to vest at 6,934,041 $ 7.65 7.44 $ 141 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company's restricted stock unit activity during the nine months ended September 30, 2023: Number of Shares Weighted- Outstanding, unvested at December 31, 2022 561,526 $ 5.38 Issued 3,514,787 $ 3.29 Vested ( 871,385 ) $ 4.64 Canceled/Forfeited ( 91,623 ) $ 3.29 Outstanding, unvested at September 30, 2023 3,113,305 $ 3.29 |
Schedule of Stock Based Compensation Expense | Total stock-based compensation for all awards granted to employees, consultants and the Company's 2018 Employee Stock Purchase Plan (“ESPP”), before taxes, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development expenses $ 1,565 $ 1,615 $ 4,809 $ 5,083 General and administrative expenses 1,399 1,449 3,986 4,466 Total $ 2,964 $ 3,064 $ 8,795 $ 9,549 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 38,434 ) $ ( 29,966 ) $ ( 107,672 ) $ ( 88,397 ) Denominator: Weighted-average common shares outstanding, basic 115,342,613 86,597,405 114,898,379 86,441,212 Net loss per share, basic and diluted $ ( 0.33 ) $ ( 0.35 ) $ ( 0.94 ) $ ( 1.02 ) |
Computation of Potentially Anti-Dilutive Securities | During a period of net loss, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares 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: September 30, 2023 2022 Options issued and outstanding and ESPP shares issuable and outstanding 7,516,541 7,117,085 Restricted stock subject to future vesting 3,113,305 563,045 Total 10,629,846 7,680,130 |
Organization - Additional Infor
Organization - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of operating segments | Segment | 1 | ||||
Net losses | $ 38,434 | $ 29,966 | $ 107,672 | $ 88,397 | |
Net cash used in operating activities | (102,140) | $ (85,572) | |||
Accumulated deficit | (628,743) | $ (628,743) | $ (521,071) | ||
Company planned Operation | 12 months | ||||
Cash, cash equivalents and marketable securities | $ 83,900 | $ 83,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 29,539 | $ 55,498 | ||
Restricted cash | 1,242 | 3,977 | ||
Long-term restricted cash | 5,290 | 5,290 | ||
Total cash, cash equivalents and restricted cash | $ 36,071 | $ 64,765 | $ 76,926 | $ 110,577 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Amortized Cost, Unrealized Gains and Losses and Fair Value of Cash Equivalent and Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Cash equivalents and marketable securities [Line Items] | ||
Cash and cash equivalents | $ 29,539 | $ 55,498 |
Amortized Cost | 70,344 | 158,691 |
Unrealized Gains | 0 | 55 |
Unrealized Losses | (52) | (135) |
Fair Value | 70,292 | 158,611 |
Cash Equivalents [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Cash and cash equivalents | 15,883 | 38,191 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 15,883 | 38,191 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Cash and cash equivalents | 15,883 | 38,191 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 15,883 | 38,191 |
Short-Term Marketable Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 54,461 | 116,464 |
Unrealized Gains | 0 | 55 |
Unrealized Losses | (52) | (130) |
Fair Value | 54,409 | 116,389 |
Short-Term Marketable Securities [Member] | Corporate Debt Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 9,306 | 21,887 |
Unrealized Gains | 0 | 6 |
Unrealized Losses | (12) | (40) |
Fair Value | 9,294 | 21,853 |
Short-Term Marketable Securities [Member] | Certificates of Deposit [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 948 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 949 | |
Short-Term Marketable Securities [Member] | Commercial Paper [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 11,871 | 33,318 |
Unrealized Gains | 0 | 23 |
Unrealized Losses | (8) | (13) |
Fair Value | 11,863 | 33,328 |
Short-Term Marketable Securities [Member] | U.S. Government Treasuries [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 13,885 | 35,608 |
Unrealized Gains | 0 | 3 |
Unrealized Losses | (12) | (71) |
Fair Value | 13,873 | 35,540 |
Short-Term Marketable Securities [Member] | U.S. Government Debt Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 18,904 | 24,703 |
Unrealized Gains | 0 | 22 |
Unrealized Losses | (20) | (6) |
Fair Value | 18,884 | 24,719 |
Short-Term Marketable Securities [Member] | Asset Backed Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 495 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 495 | |
Long-term Marketable Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 4,036 | |
Unrealized Gains | 0 | |
Unrealized Losses | (5) | |
Fair Value | 4,031 | |
Long-term Marketable Securities [Member] | Corporate Debt Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 933 | |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Fair Value | 932 | |
Long-term Marketable Securities [Member] | U.S. Government Treasuries [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 3,103 | |
Unrealized Gains | 0 | |
Unrealized Losses | (4) | |
Fair Value | $ 3,099 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Detail) - Security | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash equivalents and marketable securities [Line Items] | ||
Realized gains or losses on marketable securities | no material realized gains or losses | no material realized gains or losses |
Number of individual securities in an unrealized loss position for 12 months or greater | 0 | |
Period of unrealized loss position | 12 months or greater | |
Maximum [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Marketable securities contractual maturities period | 1 year |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Subject To Fair Value Measurements on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | $ 70,292 | $ 158,611 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 29,756 | 76,830 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 40,536 | 81,781 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 15,883 | 38,191 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 15,883 | 38,191 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 15,883 | 38,191 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 15,883 | 38,191 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 54,409 | 116,389 |
Short-Term Marketable Securities [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 18,884 | 24,719 |
Short-Term Marketable Securities [Member] | Asset Backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 495 | |
Short-Term Marketable Securities [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 11,863 | 33,328 |
Short-Term Marketable Securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 9,294 | 21,853 |
Short-Term Marketable Securities [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 949 | |
Short-Term Marketable Securities [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 13,873 | 35,540 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 13,873 | 35,540 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Asset Backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 13,873 | 35,540 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 40,536 | 80,849 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 18,884 | 24,719 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Asset Backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 495 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 11,863 | 33,328 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 9,294 | 21,853 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 949 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | 0 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Asset Backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Long-term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 4,031 | |
Long-term Marketable Securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 932 | |
Long-term Marketable Securities [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 3,099 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 3,099 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 3,099 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 932 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 932 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 0 | |
Long-term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Government Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement Level 1 to Level 2 Transfers | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment and Related Accumulated Depreciation and Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 52,743 | $ 48,773 |
Less accumulated depreciation and amortization | (33,819) | (28,782) |
Total property and equipment, net | 18,952 | 21,335 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,723 | 1,155 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,064 | 2,285 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,356 | 27,309 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,600 | 18,024 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, net | $ 28 | $ 1,344 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 2,000 | $ 1,700 | $ 5,670 | $ 4,769 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Jun. 30, 2022 | Sep. 30, 2021 USD ($) RenewalTerm | Mar. 31, 2021 | Jan. 31, 2019 USD ($) RenewalTerm | Sep. 30, 2018 | Mar. 31, 2017 USD ($) ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Apr. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2019 | Feb. 28, 2016 USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating lease cash security deposit | $ 923 | $ 923 | $ 934 | |||||||||||
Lease right-of-use assets | 70,909 | 70,909 | 17,481 | |||||||||||
Lease liability | 65,433 | 65,433 | ||||||||||||
Letters of credit outstanding, amount | 600 | 600 | ||||||||||||
Research and Development Expense | 32,763 | $ 26,436 | 94,244 | $ 81,983 | ||||||||||
Emeryville lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing term | 120 months | |||||||||||||
Operating leases number of renewal terms | RenewalTerm | 2 | |||||||||||||
Operating leasing renewal option to extend lease | 5 years | |||||||||||||
Operating lease cash security deposit | 600 | 600 | ||||||||||||
Tenant improvement allowance | $ 4,000 | |||||||||||||
Lease right-of-use assets | 7,500 | 7,500 | 8,100 | |||||||||||
Lease liability | 11,900 | 11,900 | 12,800 | |||||||||||
Pleasanton Lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing renewal option to extend lease | 5 years | |||||||||||||
Tenant improvement allowance | $ 1,200 | |||||||||||||
Net rentable area | ft² | 42,620 | |||||||||||||
Lease expiration date | Nov. 30, 2024 | |||||||||||||
Letters of credit outstanding, amount | $ 1,000 | |||||||||||||
Withdrawal from irrevocable letters of credit | 0 | 0 | ||||||||||||
Pleasanton Lease [Member] | Additional Office Space [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing term | 64 months | |||||||||||||
Cambridge Lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating lease cash security deposit | 300 | 300 | 700 | |||||||||||
Cambridge Lease [Member] | Prepaid and other assets [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating lease cash security deposit | 100 | 100 | 400 | |||||||||||
Cambridge Lease [Member] | Deposits and other long term assets [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating lease cash security deposit | 300 | $ 300 | $ 300 | |||||||||||
Cambridge Lease [Member] | Fourty Erie Lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing term | 67 months | |||||||||||||
Tenant improvement allowance | $ 2,100 | |||||||||||||
Operating lease termination date | 2025-04 | |||||||||||||
Cambridge Lease [Member] | Twenty one Erie Lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing term | 24 months | |||||||||||||
Operating lease termination date | 2023-06 | |||||||||||||
Cambridge Lease [Member] | Cambridge Storage Lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing term | 17 months | |||||||||||||
Lease expiration date | Jun. 30, 2023 | |||||||||||||
Storage space commenced | Apr. 01, 2021 | |||||||||||||
Boston Lease [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Operating leasing term | 120 months | |||||||||||||
Operating leases number of renewal terms | RenewalTerm | 2 | |||||||||||||
Operating leasing renewal option to extend lease | 5 years | |||||||||||||
Lease right-of-use assets | $ 59,300 | |||||||||||||
Lease liability | 50,900 | |||||||||||||
Lease Prepayment | $ 8,400 | |||||||||||||
Lease operations commenced date | Jul. 01, 2023 | |||||||||||||
Lease expiration date | Jun. 30, 2033 | |||||||||||||
Letters of credit outstanding, amount | 4,600 | $ 4,600 | ||||||||||||
Withdrawal from irrevocable letters of credit | 0 | 0 | ||||||||||||
Restricted cash deposit used as collateral for letter of credit | $ 4,700 | $ 4,700 | ||||||||||||
Boston Lease [Member] | Maximum [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Tenant improvement allowance | $ 19,100 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Components of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease cost | ||||
Operating lease cost | $ 3,370 | $ 2,112 | $ 9,970 | $ 6,633 |
Short-term lease cost | 12 | 0 | 12 | 0 |
Total lease cost | $ 3,382 | $ 2,112 | $ 9,982 | $ 6,633 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Information Related to Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities (in thousands): | ||
Operating cash flows from operating leases | $ 14,867 | $ 6,467 |
New right-of-use assets obtained in exchange for lease obligations (in thousands): | ||
Right-of-use assets obtained from entering new leases | 59,604 | 553 |
Increase in right-of-use assets from lease modifications | $ 706 | $ 1,406 |
Weighted-average remaining lease term (years): | ||
Operating leases | 8 months 15 days | 5 months |
Weighted-average discount rate: | ||
Operating leases | 10% | 7.50% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Minimum Annual Rental Payments Under Operating Lease Agreements (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 (remaining three months) | $ 2,369 | |
2024 | 12,834 | |
2025 | 10,749 | |
2026 | 10,376 | |
2027 | 10,466 | |
Thereafter | 52,348 | |
Total minimum payments | 99,142 | |
Less: Amounts representing interest expense | (33,709) | |
Present value of future minimum lease payments | 65,433 | |
Less: Current portion of lease liability | (6,003) | $ (5,294) |
Noncurrent portion of lease liability | $ 59,430 | $ 15,673 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development-related expenses | $ 4,370 | $ 4,241 |
Collaboration receivable | 47 | 135 |
Prepaid insurance | 83 | 1,158 |
Interest and other receivables | 290 | 529 |
Facilities-related deposits | 16 | 384 |
Other | 824 | 567 |
Total prepaid expenses and other current assets | $ 5,630 | $ 7,014 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Deposits and Other Long-Term Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deposit Assets And Other Assets Noncurrent Disclosure [Abstract] | ||
Lease security deposits | $ 923 | $ 934 |
Prepaid research and development-related expenses | 0 | 643 |
Prepaid Rent | 323 | 8,162 |
Total deposits and other long-term assets | $ 1,246 | $ 9,739 |
Debt (Additional Information) (
Debt (Additional Information) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 01, 2024 | Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Unamortized debt discount and issuance costs | $ (1,857,000) | $ (1,857,000) | ||||
Loan Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 80,000,000 | |||||
Line of credit available for drawing | 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||
Debt Instrument, Description of Variable Rate Basis | Borrowings under the Loan Agreement bear interest (i) at an annual cash rate equal to the greater of (x) the lesser of (1) the prime rate (as customarily defined) and (2) 5.50%, in either case, plus 3.15%, and (y) 7.15% and (ii) at an annual payment-in-kind rate which may equal 2.00% | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||
Debt Instrument, Basis Spread on Variable Rate | 7.15% | |||||
Debt Instrument, Fee Amount | $ 150,000 | |||||
Facility Charge Percentage of Borrowing | 0.50% | |||||
Final Payment Fee Percentage | 5.75% | |||||
Unamortized debt discount and issuance costs | 1,900,000 | $ 1,900,000 | ||||
Interest Expense, Debt | $ 1,000,000 | $ 2,800,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 13% | 13% | ||||
Loan Agreement [Member] | Prime Rate Plus [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.15% | |||||
Loan Agreement [Member] | Payment-in-kind rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2% | |||||
Loan Agreement [Member] | Forecast [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Minimum Liquidity Requirement Capital Description | the Company is subject to a minimum liquidity requirement equal to the then outstanding balance under the Amended Loan Agreement multiplied by 0.55 or 0.45, which multiplier depends on whether the Company achieves certain performance milestones | |||||
Loan Agreement [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Prepayment Premium Rate | 0% | |||||
Loan Agreement [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Prepayment Premium Rate | 2.50% | |||||
Loan Agreement [Member] | Maximum [Member] | Forecast [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Capitalization, Long-Term Debt and Equity | $ 400,000,000 | |||||
Loan Agreement [Member] | Tranche One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Long-Term Line of Credit | $ 20,000,000 | |||||
Loan Agreement [Member] | Tranche One Additional [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Long-Term Line of Credit | $ 10,000,000 | |||||
Loan Agreement [Member] | Remaining Tranche [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Long-Term Line of Credit | $ 50,000,000 | $ 50,000,000 |
Debt - Schedule of Long term de
Debt - Schedule of Long term debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Principal loan balance | $ 30,000 |
Final Fee | 1,725 |
Unamortized debt discount and issuance costs | (1,857) |
Long-Term Debt, net | $ 29,868 |
Debt - Schedule of estimated fu
Debt - Schedule of estimated future principal payment (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remaining three months) | $ 0 |
2024 | 0 |
2025 | 6,616 |
2026 | 14,108 |
2027 | 9,276 |
Total principal payments | $ 30,000 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Aug. 14, 2021 USD ($) | Jun. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | Apr. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) | Oct. 31, 2018 USD ($) $ / shares shares | Sep. 30, 2018 USD ($) | Aug. 31, 2018 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) Participant shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Aug. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 31, 2017 USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Preferred stock shares issued | shares | 0 | 0 | 0 | ||||||||||||||||||||
Contract with Customer, Liability, Current | $ 1,301,000 | $ 1,301,000 | $ 5,131,000 | ||||||||||||||||||||
Increase in contribution revenue | (3,830,000) | $ (11,641,000) | |||||||||||||||||||||
Loss from operations | (38,604,000) | $ (29,877,000) | (109,150,000) | (88,509,000) | |||||||||||||||||||
Revenue | $ 1,565,000 | 3,021,000 | $ 5,961,000 | 15,683,000 | |||||||||||||||||||
Common stock, shares issued | shares | 93,075,427 | 93,075,427 | 86,894,901 | ||||||||||||||||||||
Research and development | $ 32,763,000 | 26,436,000 | $ 94,244,000 | 81,983,000 | |||||||||||||||||||
Research and Development Expense | 32,763,000 | 26,436,000 | 94,244,000 | 81,983,000 | |||||||||||||||||||
Restricted cash | 1,242,000 | 1,242,000 | $ 3,977,000 | ||||||||||||||||||||
Restricted Cash | 1,242,000 | 1,242,000 | 3,977,000 | ||||||||||||||||||||
License Revenue [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Revenue | 361,000 | 436,000 | 1,302,000 | 7,942,000 | |||||||||||||||||||
Grant Revenues [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Revenue | 1,204,000 | $ 2,585,000 | 4,659,000 | 7,741,000 | |||||||||||||||||||
Coalition for Epidemic Preparedness Innovations [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Restricted Cash Current | $ 800,000 | $ 800,000 | 3,000,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Number of common shares sold | shares | 95,000 | ||||||||||||||||||||||
Collaboration Agreement [Member] | 2 Seventy [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Proceeds from non refundable upfront payment | $ 20,000,000 | ||||||||||||||||||||||
Future Milestone And Royalty Payments, Reduction Percentage | 50% | 50% | |||||||||||||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 10,000,000 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | ||||||||||||||||||||||
Maximum development, regulatory, and commercial milestones | $ 1,200,000,000 | ||||||||||||||||||||||
Collaboration agreement early termination notice period | 120 days | ||||||||||||||||||||||
Early termination reduction of future milestone and royalty payments, description | Additionally, all of 2seventy’s payment obligations that have not yet accrued related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. | ||||||||||||||||||||||
Revenue recognition contract start month year | 2018-08 | ||||||||||||||||||||||
Revenue recognition contract end month year | 2023-08 | ||||||||||||||||||||||
Collaboration and license revenue | $ 300,000 | $ 200,000 | $ 1,000,000 | 6,500,000 | |||||||||||||||||||
Increase in contribution revenue | 5,500,000 | ||||||||||||||||||||||
Reduction in Operating Loss | $ 5,500,000 | ||||||||||||||||||||||
Deferred Revenue | 0 | 0 | 1,000,000 | ||||||||||||||||||||
Reduction in Operating Loss from Continuing Operations Per Share | $ / shares | $ 0.06 | ||||||||||||||||||||||
Contract assets | 0 | 0 | 0 | ||||||||||||||||||||
Receivables | 0 | 0 | 0 | ||||||||||||||||||||
Contract with Customer, Liability, Revenue Recognized | 300,000 | 200,000 | 1,000,000 | $ 6,500,000 | |||||||||||||||||||
Collaboration Agreement [Member] | 2 Seventy [Member] | Series C [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Preferred stock shares issued | shares | 768,115 | ||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 10,000,000 | ||||||||||||||||||||||
Offering price per share | $ / shares | $ 13.04 | ||||||||||||||||||||||
Collaboration Agreement [Member] | 2 Seventy [Member] | Common Stock [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Offering price per share | $ / shares | $ 15 | ||||||||||||||||||||||
Number of common shares sold | shares | 666,667 | ||||||||||||||||||||||
Collaboration Agreement [Member] | Arbutus Biopharma Corporation and Protiva Biotherapeutics Inc [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Maximum milestone consideration payable | $ 123,500,000 | ||||||||||||||||||||||
Milestone payment included in research and development expense | $ 2,500,000 | $ 3,000,000 | |||||||||||||||||||||
Research and development | 0 | 0 | 0 | 0 | |||||||||||||||||||
Research and Development Expense | 0 | 0 | $ 0 | 0 | |||||||||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Proceeds from non refundable upfront payment | $ 30,000,000 | ||||||||||||||||||||||
Offering price per share | $ / shares | $ 25.65 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 30,000,000 | ||||||||||||||||||||||
Collaboration agreement early termination notice period | 90 days | ||||||||||||||||||||||
Early termination reduction of future milestone and royalty payments, description | Additionally, if terminated early by Gilead for convenience or by the Company for material breach or insolvency, all of Gilead’s payment obligations for reimbursable costs or for future milestone and royalty payments remain. If terminated early by Gilead for material breach or insolvency, all of Gilead’s unaccrued payment obligations related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. | ||||||||||||||||||||||
Revenue recognition contract start month year | 2021-01 | ||||||||||||||||||||||
Deferred revenue | 67,000 | $ 67,000 | 107,000 | ||||||||||||||||||||
Maximum aggregate contingent milestone payment | $ 685,000,000 | ||||||||||||||||||||||
Proceeds from equity investment | $ 30,000,000 | ||||||||||||||||||||||
Common stock fair value closing price per share | $ / shares | $ 18.1 | ||||||||||||||||||||||
Non-refundable option fee | $ 40,000,000 | ||||||||||||||||||||||
Collaboration agreement termination term | Gilead may terminate the Gilead Supply Agreement without cause by giving six months prior written notice and any active orders with 60-day notice without terminating the agreement, and either party may terminate based on an uncured material breach, insolvency of the other party, or in the event that the Gilead Collaboration Agreement is terminated. Upon termination, the Company will deliver all supply products that have been produced and destroy, reimburse or deliver materials that Gilead has reimbursed, and Gilead must pay for any manufacturing costs that the Company has actually incurred or committed to pay, including any cancellation costs owed to subcontractors. | ||||||||||||||||||||||
Transaction price allocated to shares of common stock at fair value | $ 21,200,000 | ||||||||||||||||||||||
Common stock, shares issued | shares | 1,169,591 | ||||||||||||||||||||||
Common stock purchase price in excess of fair value | $ 8,800,000 | ||||||||||||||||||||||
Deferred incremental costs to acquire contract | 0 | $ 0 | $ 100,000 | ||||||||||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Receivables | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | Collaboration Revenue [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Collaboration and license revenue | 100,000 | 200,000 | 300,000 | 1,500,000 | |||||||||||||||||||
Contract with Customer, Liability, Revenue Recognized | 100,000 | 200,000 | $ 300,000 | 1,500,000 | |||||||||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | Maximum [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Revenue recognition contract end period | 4 years | ||||||||||||||||||||||
Collaboration, Option and License Agreement [Member] | Common Stock [Member] | Gilead Sciences Inc [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Number of common shares sold | shares | 1,169,591 | ||||||||||||||||||||||
Option and License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Upfront payment | $ 2,000,000 | ||||||||||||||||||||||
Amount to extend the option term | 1,000,000 | ||||||||||||||||||||||
Option and License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Upfront payment | $ 2,000,000 | ||||||||||||||||||||||
Milestone payments | $ 1,000,000 | ||||||||||||||||||||||
Option and License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | Maximum [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Aggregate payment in specified development regulatory and commercial milestone | 71,000,000 | ||||||||||||||||||||||
Payments for options to license for each indication | $ 1,500,000 | ||||||||||||||||||||||
Non-Exclusive License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Maximum aggregate contingent milestone payment | $ 191,000,000 | ||||||||||||||||||||||
Non-Exclusive License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Upfront payments | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||
Milestone payments | 1,000,000 | 0 | $ 0 | 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Non-Exclusive License and Development Agreement 2023 [Member] | Genevant Sciences GmbH [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Maximum aggregate contingent milestone payment | $ 136,000,000 | ||||||||||||||||||||||
Non-Exclusive License and Development Agreement 2023 [Member] | Genevant Sciences GmbH [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Upfront payment made | 2,500,000 | 2,500,000 | |||||||||||||||||||||
Funding Agreement [Member] | Coalition for Epidemic Preparedness Innovations [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Agreement Total Funding | 25,600,000 | ||||||||||||||||||||||
Deferred revenue | 808,000 | 808,000 | 2,952,000 | ||||||||||||||||||||
Additional Funding | 5,000,000 | $ 5,000,000 | |||||||||||||||||||||
Collaboration and license revenue | 900,000 | 2,300,000 | 3,400,000 | 6,900,000 | |||||||||||||||||||
Total Grant Amount | $ 20,600,000 | ||||||||||||||||||||||
First tranche of funding received | $ 11,300,000 | ||||||||||||||||||||||
Second Tranche Of Funding Received | $ 2,700,000 | ||||||||||||||||||||||
ThirdTrancheOfFundingReceived | $ 1,200,000 | ||||||||||||||||||||||
Grant Agreement [Member] | Gates Foundation [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Proceeds from non refundable upfront payment | $ 700,000 | $ 2,200,000 | |||||||||||||||||||||
Contract with Customer, Liability, Current | 400,000 | 400,000 | 1,000,000 | ||||||||||||||||||||
Deferred revenue | 426,000 | 426,000 | $ 1,025,000 | ||||||||||||||||||||
Revenue | 400,000 | $ 300,000 | $ 1,300,000 | $ 800,000 | |||||||||||||||||||
BARDA Contract [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Participant for Comparative Study | Participant | 10,000 | ||||||||||||||||||||||
Maximum estimated funding eligible to receive | $ 433,000,000 | ||||||||||||||||||||||
Potential maximum government funding for performance of certain milestones | 10,000,000 | ||||||||||||||||||||||
Additional Funding for Two Stages | 423,000,000 | ||||||||||||||||||||||
BARDA Contract [Member] | Grant Revenues [Member] | |||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||
Contract Amount Received | 0 | ||||||||||||||||||||||
Revenue | $ 0 | $ 0 |
Collaboration and License Agr_4
Collaboration and License Agreements - Schedule of Changes in Contract Asset and Deferred Revenue Balance (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Research Collaboration and License Agreement [Member] | 2 Seventy [Member] | |
Deferred Revenue | |
Balance at December 31, 2022 | $ 1,047 |
Additions | 0 |
Deductions | (1,047) |
Balance at March 31, 2023 | 0 |
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | |
Deferred Revenue | |
Balance at December 31, 2022 | 107 |
Additions | 0 |
Deductions | (40) |
Balance at March 31, 2023 | 67 |
C E P I Funding Agreement [Member] | Coalition for Epidemic Preparedness Innovations [Member] | |
Deferred Revenue | |
Balance at December 31, 2022 | 2,952 |
Additions | 1,215 |
Deductions | (3,359) |
Balance at March 31, 2023 | 808 |
Grant Agreement [Member] | Gates Foundation [Member] | |
Deferred Revenue | |
Balance at December 31, 2022 | 1,025 |
Additions | 700 |
Deductions | (1,299) |
Balance at March 31, 2023 | $ 426 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Common stock, shares issued | 93,075,427 | 93,075,427 | 86,894,901 | ||||||
Common stock, shares outstanding | 93,075,427 | 93,075,427 | 86,894,901 | ||||||
Common stock voting rights | Holders of the Company’s common stock are entitled to one vote per share. | ||||||||
Common stock, preferred stock, debt securities, warrants and units covered in Registration Statement | $ 250,000,000 | ||||||||
Warrants exercised | 1,648,900 | 4,508,871 | 3,442,567 | ||||||
Cowen [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Maximum offering expense agreed to be reimbursed | $ 50,000 | ||||||||
Common Stock and Warrants [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, shares issued | 4,498,305 | 3,442,567 | 4,498,305 | 3,442,567 | |||||
Common Stock [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 95,000 | ||||||||
Issuance of common stock for warrant exercises, Share | 1,648,900 | 4,498,305 | 3,442,567 | ||||||
Amended and Restated Certificate of Incorporation [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
ATM Equity Offering Program [Member] | Common Stock [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 854,052 | 95,000 | |||||||
2022 At The Market Equity Offering Program [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, shares issued | 7,889,000 | 7,889,000 | 7,034,948 | ||||||
Net proceeds from issuance of stock | $ 22,100,000 | $ 19,600,000 | |||||||
2022 At The Market Equity Offering Program [Member] | Cowen [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Percentage of gross proceeds as underwriter compensation | 3% | ||||||||
2022 At The Market Equity Offering Program [Member] | Maximum [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Net proceeds from issuance of stock | $ 100,000,000 | ||||||||
2022 At The Market Equity Offering Program [Member] | Maximum [Member] | Cowen [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Net proceeds from issuance of stock | $ 100,000,000 | ||||||||
Private Investment In Public Equity [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, shares issued | 6,637,165 | ||||||||
Net proceeds from issuance of stock | $ 42,400,000 | ||||||||
Shares issued price per share | $ 2.26 | ||||||||
Issuance of pre-funded warrants, net of issuance costs | $ 28,200,000 | $ 87,700,000 | |||||||
Private Investment In Public Equity [Member] | Common Stock and Warrants [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Shares issued price per share | $ 3.34 | ||||||||
Proceed from issuance of stock and pre-funded warrants | $ 119,800,000 | ||||||||
Sale Of Stock, Price Per Share Prepaid By Purchaser | $ 2.2599 | $ 3.33 | |||||||
Warrant exercise price | 0.0001 | $ 0.01 | |||||||
Offering price per share | $ 2.26 | ||||||||
Pre-funded warrants to purchase shares of common stock | 13,274,923 | 27,480,719 | |||||||
Maximum percentage of common stock ownership to exercise warrant | 9.99% | 9.99% | |||||||
Private Investment In Public Equity [Member] | Common Stock and Warrants [Member] | Additional Shares [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 4,043,127 | ||||||||
Shares issued price per share | $ 3.71 | ||||||||
Private Investment In Public Equity [Member] | Common Stock [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Net proceeds from issuance of stock | $ 52,700,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | ||||||||
Sale of common stock | 5,543,351 | ||||||||
Shares issued price per share | $ 11 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Issued and Outstanding Warrants to Purchase Shares of the Company's Common Stock (Detail) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of warrants outstanding | 22,339,756 |
Common Stock Warrants One [Member] | |
Number of warrants outstanding | 9,064,833 |
Warrant exercise price | $ / shares | $ 0.01 |
Expiration Date | None |
Issue Date | Dec. 28, 2020 |
Common Stock Warrants Two [Member] | |
Number of warrants outstanding | 13,274,923 |
Warrant exercise price | $ / shares | $ 0.0001 |
Expiration Date | None |
Issue Date | Oct. 24, 2022 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |||||||
Feb. 02, 2023 | Apr. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 30, 2021 | Sep. 30, 2018 | Aug. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares available for future issuance | 6,170,508 | 4,814,394 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Total | 1,300,000 | 700,000 | ||||||
Stock options exercised | $ 0.1 | $ 0.4 | ||||||
Unrecognized compensation cost related to non-vested employee and consultant options | $ 10 | |||||||
Recognition period of unrecognized compensation cost related to non-vested employee and consultant | 1 year 9 months 29 days | |||||||
Fair value of shares vested | $ 6.1 | |||||||
Awards granted to non-employees | $ 0.6 | $ 0.5 | ||||||
Restricted Stock Unit Awards under 2018 Equity Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Option vesting period | 1 year | |||||||
Share based compensation by shared based payment award, description | granted restricted stock unit awards under the 2018 Equity Plan. The restricted stock unit awards have a term of up to 10 years and generally vest over a 6 month, 1 or 2-year period. | |||||||
Restricted Stock Unit Awards under 2018 Equity Plan | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Option vesting period | 2 years | |||||||
Option granted expiration period | 10 years | |||||||
Restricted Stock Unit Awards under 2018 Equity Plan | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Option vesting period | 6 months | |||||||
2018 Award Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares available for issuance | 2,690,000 | |||||||
Increase in shares available for issuance | 4% | |||||||
Maximum number of shares authorized | 45,000,000 | |||||||
Minimum percentage of outstanding shares held by individual | 10% | |||||||
Minimum percentage fair market value of share price | 110% | |||||||
Option vesting period | 4 years | |||||||
Share based compensation by shared based payment award, description | If an individual owns stock representing 10% or more of the outstanding shares, the price of each share shall be at least 110% of the fair market value, as determined by the board of directors. Options granted have a term of up to 10 years and generally vest over a 4-year period with a straight-line vesting. | |||||||
2018 Award Incentive Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Option granted expiration period | 10 years | |||||||
2015 Stock Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares available for future issuance | 92,815 | |||||||
2021 Employment Inducement Incentive Award Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares available for future issuance | 790,400 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Shares Available for Issuance | ||
Number of options beginning balance | 4,814,394 | |
Authorized | 4,775,796 | |
Granted | (4,123,753) | |
Canceled | 704,071 | |
Number of options ending balance | 6,170,508 | 4,814,394 |
Number of Shares | ||
Outstanding at beginning of period | 6,951,620 | |
Granted | 608,966 | |
Exercised | (6,000) | |
Cancelled | (289,043) | |
Outstanding at end of period | 7,265,543 | 6,951,620 |
Options Outstanding, Number of Shares, Vested and exercisable | 4,353,806 | |
Options Outstanding, Number of Shares, Vested and expected to vest | 6,934,041 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ 7.92 | |
Granted | 2.25 | |
Exercised | 0.76 | |
Cancelled | 5.29 | |
Ending Balance | 7.55 | $ 7.92 |
Weighted-Average Exercise Price, Vested and exercisable | 8.58 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 7.65 | |
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 7 years 5 months 26 days | 8 years 29 days |
Options Outstanding, Weighted-Average Remaining Contractual Term, Vested and exercisable (in years) | 6 years 10 months 6 days | |
Options Outstanding, Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 7 years 5 months 8 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 141 | $ 1,089 |
Options Outstanding, Aggregate Intrinsic Value, Vested and exercisable | 140 | |
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest | $ 141 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Outstanding, unvested beginning balance | shares | 561,526 |
Issued | shares | 3,514,787 |
Vested | shares | (871,385) |
Canceled/Forfeited | shares | (91,623) |
Outstanding, unvested ending balance | shares | 3,113,305 |
Weighted Average Grant Date Fair Value | |
Outstanding, unvested beginning balance | $ / shares | $ 5.38 |
Issued | $ / shares | 3.29 |
Vested | $ / shares | 4.64 |
Canceled/Forfeited | $ / shares | 3.29 |
Outstanding, unvested ending balance | $ / shares | $ 3.29 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock Based Compensation Expense | $ 2,964 | $ 3,064 | $ 8,795 | $ 9,549 |
Research and Development Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock Based Compensation Expense | 1,565 | 1,615 | 4,809 | 5,083 |
General and Administrative Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock Based Compensation Expense | $ 1,399 | $ 1,449 | $ 3,986 | $ 4,466 |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss | $ (38,434) | $ (29,966) | $ (107,672) | $ (88,397) |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 115,342,613 | 86,597,405 | 114,898,379 | 86,441,212 |
Weighted-average common shares outstanding, diluted | 115,342,613 | 86,597,405 | 114,898,379 | 86,441,212 |
Net loss per share, basic | $ (0.33) | $ (0.35) | $ (0.94) | $ (1.02) |
Net loss per share, diluted | $ (0.33) | $ (0.35) | $ (0.94) | $ (1.02) |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Detail) - Private Investment In Public Equity [Member] - Warrant [Member] - $ / shares | Oct. 31, 2022 | Dec. 31, 2020 |
Earnings Per Share Basic [Line Items] | ||
Outstanding warrants to purchase common stock | 13,274,923 | 27,480,719 |
Class of warrant nominal exercise price | $ 0.0001 | $ 0.01 |
Net Loss Per Common Share - C_2
Net Loss Per Common Share - Computation of Potentially Anti-dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were not included in the diluted per share calculations | 10,629,846 | 7,680,130 |
Options Issued and Outstanding and ESPP Shares Issuable and Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were not included in the diluted per share calculations | 7,516,541 | 7,117,085 |
Restricted Stock Subject to Future Vesting [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were not included in the diluted per share calculations | 3,113,305 | 563,045 |