Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 08, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ONCORUS, INC. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001671818 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-39575 | ||
Entity Address, Address Line One | 50 Hampshire Street | ||
Entity Address, Address Line Two | Suite 401 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Tax Identification Number | 47-3779757 | ||
Entity Address, Postal Zip Code | 02139 | ||
Entity Incorporation, State or Country Code | DE | ||
City Area Code | 857 | ||
Local Phone Number | 320-6400 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 25,884,023 | ||
Entity Public Float | $ 243.1 | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | ONCR | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2022 Annual Meeting of Stockholders within 120 days of the end of the Registrant’s fiscal year ended December 31, 2021. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 100,752 | $ 130,305 |
Investments | 23,173 | 0 |
Prepaid expenses and other current assets | 5,185 | 3,086 |
Total current assets | 129,110 | 133,391 |
Property and equipment, net | 23,233 | 4,173 |
Right-of-use asset | 45,218 | 41,372 |
Restricted cash | 3,437 | 2,877 |
Other assets | 589 | 450 |
Total assets | 201,587 | 182,263 |
Current liabilities: | ||
Accounts payable | 13,009 | 1,245 |
Accrued expenses | 6,281 | 3,738 |
Lease liability - current portion | 1,684 | 993 |
Other current liabilities | 0 | 8 |
Total current liabilities | 20,974 | 5,984 |
Lease liability - Long term portion | 50,388 | 41,615 |
Other long term liabilities | 203 | 0 |
Total liabilities | 71,565 | 47,599 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; authorized — 10,000 shares and no shares at December 31, 2020 and 2019, respectively; issued and outstanding — no shares at December 31, 2020 and 2019 | 0 | 0 |
Common stock, $0.0001 par value; authorized — 100,000 shares and 227,000 shares at December 31, 2020 and 2019, respectively; issued and outstanding — 22,599 and 989 shares at December 31, 2020 and 2019, respectively | 3 | 2 |
Additional paid-in capital | 324,620 | |
Accumulated other comprehensive income (loss) | (14) | 0 |
Accumulated deficit | (194,587) | (129,825) |
Total stockholders’ equity (deficit) | 130,022 | 134,664 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 201,587 | $ 182,263 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 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 or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 25,848,000 | 22,599,000 |
Common Stock, Shares Outstanding | 25,848,000 | 22,599,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 44,682 | $ 27,153 |
General and administrative | 20,136 | 10,000 |
Total operating expenses | 64,818 | 37,153 |
Loss from operations | (64,818) | (37,153) |
Other income (expense): | ||
Change in fair value of Series B tranche rights | 0 | (11,256) |
Other expense | (9) | (33) |
Interest income | 65 | 143 |
Total other income (expense), net | 56 | (11,146) |
Net loss | (64,762) | (48,299) |
Accretion of discount and dividends on redeemable convertible preferred stock | 0 | (8,527) |
Net loss attributable to common stockholders | (64,762) | (56,826) |
Comprehensive income (loss): | ||
Net unrealized gain (loss) on investments | (14) | |
Comprehensive loss | $ (64,776) | $ (48,299) |
Net loss per share attributable to common stockholders—basic and diluted | $ (2.56) | $ (9.35) |
Weighted-average number of common shares outstanding—basic and diluted | 25,320 | 6,080 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | ACCUMULATED OTHER COMPRENSIVE LOSS | Accumulated Deficit [Member] | Series A-1 redeemable convertible preferred stock [Member] | Series B redeemable convertible preferred stock [Member] |
Beginning Balance at Dec. 31, 2019 | $ 63,494 | $ 53,138 | |||||
Balance (in shares) at Dec. 31, 2019 | 76,499,992,000 | 62,535,183,000 | |||||
Balance (in shares) at Dec. 31, 2019 | 988,700,000 | ||||||
Balance at Dec. 31, 2019 | $ (74,297) | $ (74,297) | |||||
Issuance of Series B preferred stock | $ 35,824 | ||||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | ||||||
Series A-1 and Series B preferred stock dividends and accretion | (8,527) | $ (1,298) | (7,229) | ||||
Series A-1 and Series B preferred stock dividends and accretion | $ 4,830 | $ 3,696 | |||||
Settlement of Series B tranche rights | 13,132 | ||||||
Conversion of redeemable convertible preferred stock into common stock | 174,114 | $ 1 | 174,113 | $ (68,324) | $ (105,790) | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 14,951,554,000 | (76,499,992) | (104,225,300) | ||||
Issuance of common stock in initial public offering, net of $8,569 in offering costs | 89,801 | $ 1 | 89,800 | ||||
Issuance of common stock in initial public offering, net of $4,017 in offering costs (in shares) | 6,557,991,000 | ||||||
Issuance of common stock in follow-on public offering, net of $4,017 in offering costs | 89,801 | $ 1 | 89,800 | ||||
Stock Issued During Period Shares New Issues | 6,557,991,000 | ||||||
Stock-based compensation expense | 1,738 | 1,738 | |||||
Vesting of restricted common stock | 24,368,000 | ||||||
Exercise of options to purchase common stock | 134 | 134 | |||||
Exercise of options to purchase common stock (Shares) | 76,435,000 | ||||||
Net loss | (48,299) | (48,299) | |||||
Balance (in shares) at Dec. 31, 2020 | 22,599,048,000 | ||||||
Balance at Dec. 31, 2020 | 134,664 | $ 2 | 264,487 | (129,825) | |||
Series A-1 and Series B preferred stock dividends and accretion | 0 | ||||||
Issuance of common stock in initial public offering, net of $8,569 in offering costs | 52,983 | $ 1 | 52,982 | ||||
Issuance of common stock in initial public offering, net of $4,017 in offering costs (in shares) | 3,000,000,000 | ||||||
Issuance of common stock in follow-on public offering, net of $4,017 in offering costs | 52,983 | $ 1 | 52,982 | ||||
Stock Issued During Period Shares New Issues | 3,000,000,000 | ||||||
Stock-based compensation expense | 6,573 | 6,573 | |||||
Vesting of restricted common stock | 17,236,000 | ||||||
Exercise of options to purchase common stock | $ 578 | 578 | |||||
Exercise of options to purchase common stock (Shares) | 231,222,000 | 231,945,000 | |||||
Other Comprehensive Income (Loss), Net of Tax | $ (14) | $ (14) | |||||
Net loss | (64,762) | 64,762 | |||||
Balance (in shares) at Dec. 31, 2021 | 25,848,229,000 | ||||||
Balance at Dec. 31, 2021 | $ 130,022 | $ 3 | $ 324,620 | $ (14) | $ (194,587) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | ||
Offering costs related to IPO | $ 4,017 | $ 8,569 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (64,762) | $ (48,299) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,948 | 1,373 |
Stock-based compensation | 6,573 | 1,738 |
Loss on disposal of fixed assets | 0 | 4 |
Change in fair value of Series B tranche rights | 0 | 11,256 |
Amortization of premium/discount on investments | 24 | 0 |
Non-cash interest income | (30) | 0 |
Changes in: | ||
Prepaid expenses and other current assets | (2,252) | (2,471) |
Operating lease right-of-use asset | 2,718 | 487 |
Tenant improvement allowance reimbursements | 1,737 | 0 |
Accounts payable | 1,529 | 284 |
Accrued expenses and other current liabilities | 1,526 | 217 |
Operating lease liability | 1,165 | (1,396) |
Net cash used in operating activities | (49,824) | (36,807) |
Investing activities | ||
Purchase of property and equipment | (9,549) | (1,056) |
Purchase of investments | (23,181) | 0 |
Net cash used in investing activities | (32,730) | (1,056) |
Financing activities | ||
Proceeds from exercise of options to purchase common stock | 578 | 134 |
Proceeds from issuance of Series B preferred stock and tranche liability | 0 | 35,824 |
Proceeds from issuance of common stock, net of issuance costs | 52,983 | 89,801 |
Net cash provided by financing activities | 53,561 | 125,759 |
Increase in cash and cash equivalents | (28,993) | 87,896 |
Cash, cash equivalents, and restricted cash at beginning of period | 133,182 | 45,286 |
Cash, cash equivalents, and restricted cash at end of period | 104,189 | 133,182 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 11,447 | 19 |
Assets acquired under operating leases | 8,301 | 39,052 |
Accretion of discount and dividends on preferred stock | 0 | 8,527 |
Settlement of Series B tranche rights | $ 0 | $ 13,132 |
Nature of the Business and Liqu
Nature of the Business and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of the Business and Liquidity | 1. Nature of the Business and Liquidity Oncorus, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on developing next-generation viral immunotherapies to transform outcomes for cancer patients. Using its two platforms, the Company is developing a pipeline of intratumorally and intravenously administered product candidates designed to selectively attack and kill tumor cells. The Company’s operations to date have focused on organization and staffing, business planning, raising capital, acquiring and developing the Company’s technology, establishing the Company’s intellectual property portfolio, identifying potential product candidates and undertaking preclinical studies, commencing a clinical trial and manufacturing scale-up activities. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company’s product candidates are subject to long development cycles and the Company may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. On September 25, 2020, the Company effected a 1-for-12.0874 reverse stock split of its issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for the outstanding shares of Series A-1 redeemable convertible preferred stock (“Series A-1”), and the Series B redeemable convertible preferred stock (“Series B”). Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split, including reclassification of par, additional paid-in capital and accumulated deficit amounts as a result of the split adjustment. On October 6, 2020, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 5,800,000 shares of its common stock at a public offering price of $ 15.00 per share. On October 14, 2020, the Company sold an additional 757,991 shares of common stock at a public offering price of $ 15.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds from the IPO were $ 98.4 million and the Company raised approximately $ 88.3 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the initial closing of the IPO, all of the then outstanding shares of redeemable convertible preferred stock automatically converted into 14,951,554 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the initial closing of the IPO, there were no shares of preferred stock outstanding. In February 2021, the Company completed a follow-on offering public offering of its common stock in which it sold 3,000,000 shares at an offering price of $ 19.00 per share, resulting in net proceeds of $ 53.0 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. In November 2021, the Company entered into an open market sale agreement pursuant to which the Company may issue and sell shares of its common stock from time to time for aggregate gross proceeds of up to $50 million. There were no sales related to this agreement in 2021. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of the Company’s products that are approved and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company evaluated its future cash needs and believes that with its current cash and cash equivalents and investments on hand at December 31, 2021, it has sufficient cash and cash equivalents and investments to sustain operations for at least the next twelve months following the filing of this Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB. COVID-19 Pandemic With the ongoing COVID-19 global pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business, including its preclinical studies, its ongoing clinical trial, and its regulatory filings. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risks of COVID-19 transmission. Given the global impact and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic and evolve its business continuity plans, clinical development plans and response strategy to mitigate any potential impact. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Oncorus Securities Corporation. All intercompany transactions have been eliminated in consolidation. The Company has one operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, the estimated fair value of the Company’s common stock prior to its IPO and share-based awards utilized for stock-based compensation purposes, the Company’s Series B tranche rights (see Note 7), accrued expenses and amounts of expenses during the reported period, and determination of an incremental borrowing rate for any identified leases for which an implicit discount rate is not easily determinable. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has all of its cash at one financial institution that management believes to be of high credit quality, in amounts that exceed federally insured limits. The Company invests its excess cash, in line with its investment policy, primarily in money market funds and high credit quality debt instruments . The Company is dependent upon a third-party contract manufacturer and third-party contract research organizations for the performance of portions of its testing for pre-clinical and clinical studies. The Company believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense for the period in which they are incurred. General and Administrative Expenses General and administrative expenses consist primarily of compensation-related expenses, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, consulting, accounting and audit services as well as insurance, outside service providers, direct and allocated facility- and office-related costs, and depreciation and amortization. Interest Income on Investments Interest income is separately presented on the consolidated statements of operations and comprehensive loss and consists of interest on cash and cash equivalents and investments. Cash and Cash Equivalents The primary objectives for the Company’s investment portfolio are the preservation of capital and maintenance of liquidity. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are stated at cost, which is substantially equivalent to fair value. Restricted cash The Company maintains a balance in a segregated bank account in connection with a letter of credit for the benefit of the landlord in connection with an operating lease. As of December 31, 2021, restricted cash consisted of $ 3.4 million held for the benefit of the landlord. This amount has been classified as part of non-current assets on the Company's consolidated balance sheets. The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: DECEMBER 31, 2021 2020 (in thousands) Cash and cash equivalents $ 100,752 $ 130,305 Restricted cash 3,437 2,877 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 104,189 $ 133,182 Investments Short-term investments consist of commercial paper, corporate bonds, asset-backed securities, and U.S. Treasury securities with original maturities greater than three months. The Company may sell investments at any time for use in current operations even if the investments have not yet reached maturity. As a result, the Company classifies its investments, including securities with maturities beyond twelve months, as current assets. As of December 31, 2021, all investments are classified as available-for-sale securities, which are recorded at fair value . Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive income or loss in stockholders’ equity until realized. Purchase premiums and discounts are amortized to interest income over the terms of the related securities. Realized gains and losses and declines in fair value that are deemed to be other than temporary are reflected in the statements of operations and comprehensive loss using the specific-identification method. The Company periodically reviews all available-for-sale securities for other than temporary declines in fair value below the cost basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company also evaluates whether it has plans or is required to sell short-term investments before recovery of their amortized cost bases. For the year ended December 31, 2021, the Company has not identified any other than temporary declines in fair value of its short-term investments. Property and Equipment, Net Property and equipment are recorded at cost. Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized; expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense is recognized on a straight-line basis over the estimated useful lives of the related assets. Property and equipment are depreciated as follows: ASSET TYPE ESTIMATED USEFUL LIFE Computer equipment and software 3 - 5 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the Company's consolidated statements of operations as a component of other income (expense) . Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the long-lived assets. If an impairment review were to be performed to evaluate a long-lived asset for recoverability, the Company would compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized if estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. For the years ended December 31, 2021 and 2020, the Company has not recorded any impairment losses on long-lived assets. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly, such as quoted market prices, interest rates, and yield curves. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as 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 measurement. The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of those instruments. Research Contract Costs and Accruals The Company has entered into various research service arrangements under which vendors perform various services. The Company records accrued expenses for estimated costs incurred under the arrangements. When evaluating the adequacy of the accrued expenses, the Company analyzes the progress of the studies, trials or other services performed, including invoices received and contracted costs. Judgments and estimates are made in determining the accrued expense balances at the end of each reporting period . Operating Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the lease commencement date. Future lease payments may include payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts typically do not have variable payments based on index or rate. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are non-lease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and its associated non-lease components as a single lease component for its real estate leases, including the office, lab, and its manufacturing space. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are no economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company recognizes a corresponding lease right of use (“ROU”) asset, initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives. In some instances, as construction related to leasehold improvements is performed over the life of the lease, the right-of-use asset and lease liability will be adjusted on a prospective basis to reflect any payments relating to the lease incentives. The Company’s leases consist of only operating leases. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while certain variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected lease term on a straight-line basis. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations and comprehensive loss. Patent Costs The Company expenses patent costs as incurred and records such costs within general and administrative expenses. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. Classification and Measurement of Series A-1 and Series B Redeemable Convertible Preferred Stock Prior to the IPO, the Company classified its Series A-1 and Series B outside of permanent equity because the shares of Series A-1 and Series B contained certain redemption features that resulted in the Series A-1 and Series B being redeemable (i) at the option of the holder or (ii) upon the occurrence of events that were not solely within the control of the Company. As a result of these redemption provisions, the Series A-1 and Series B were recorded outside of permanent equity and were subject to subsequent measurement under the guidance provided under ASC 480-10-S99. While the Series A-1 and Series B were not currently redeemable, the Series A-1 and Series B were probable of becoming redeemable, and the Company elected to recognize changes in the redemption amount over the period from the date of issuance to the earliest possible redemption date. Changes in the redemption amount were recognized as a deemed dividend and presented as a reduction to income attributable to common stockholders. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s income tax returns. Deferred taxes are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes in the Company's consolidated statements of operations and comprehensive loss. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes stock-based compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. For performance-based awards that are awarded, the Company applies the graded-vesting method to the awards once achievement of the performance conditions is considered probable. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock, expected stock price volatility, the expected term of the stock option, the risk-free interest rate for a period that approximates the expected term of the stock option, and the Company’s expected dividend yield. The closing sale price per share of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant is used to determine the fair value, which is then used to establish the exercise price per share of share-based awards to purchase common stock. As there was no public market for its common stock prior to October 2, 2020, which was the first day of trading upon completion of its IPO, the Company estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain vanilla” stock options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Net Loss Per Share Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Prior to the IPO, the Company’s Series A-1 and Series B contained participating rights in any dividend paid by the Company and were therefore participating securities. Net loss attributable to common stockholders and participating securities is allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. However, the participating securities did not include a contractual obligation to share in the losses of the Company and were not included in the calculation of net loss per share in the periods that had a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per share. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the years presented herein because common stock equivalent shares from the Series A-1, Series B, restricted stock, stock option awards and outstanding warrants to purchase common stock (see Notes 9 and 14) were anti-dilutive. Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. Recently Issued Accounting Pronouncements In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance, which seeks to increase transparency on governmental assistance in entities' financial reporting. This guidance is effective for all business entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company does not believe that the adoption of this standard will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 , in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief , in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on the consolidated financial statements. O ther pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. |
Cash Equivalents and Investment
Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Investments | 3. Cash Equivalents and Investments The following tables summarize the amortized cost and fair value of our cash equivalents and investments (in thousands): DECEMBER 31, 2021 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 98,900 $ — $ — $ 98,900 Total Cash Equivalents $ 98,900 $ — $ — $ 98,900 Investments Commercial paper $ 11,084 $ — $ — $ 11,084 Asset-backed securities 2,020 — ( 2 ) 2,018 U.S. treasury securities 4,812 — ( 8 ) 4,804 Corporate bonds 5,271 — ( 4 ) 5,267 Total Investments $ 23,187 $ — $ ( 14 ) $ 23,173 DECEMBER 31, 2020 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 126,056 $ — $ — $ 126,056 Total Cash Equivalents $ 126,056 $ — $ — $ 126,056 The Company had no Investments as of December 31, 2020. As of December 31, 2021, the Company held four investments with unrealized losses. All investments in an unrealized loss position were in this position for less than 12 months. The Company evaluated its securities for potential other-than-temporary impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect it will be required to sell the securities before recovery of the unamortized cost basis. Given the Company's intent and ability to hold such securities until recovery, and the lack of a significant change in credit risk for these investments, the Company does not consider these investments to be impaired as of December 31, 2021. There were no realized gains or losses recognized on investments for the year ended December 31, 2021. Interest on investments is recognized as interest income in the consolidated statements of operations and comprehensive loss. All investments held as of December 31, 2021, were classified as available-for-sale securities and had contractual maturities of less than two years. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following table presents information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 98,900 $ — $ — $ 98,900 U.S. treasury securities 4,804 — — 4,804 Commercial paper — 11,084 — 11,084 Asset-backed securities — 2,018 — 2,018 Corporate bonds — 5,267 — 5,267 Total Assets $ 103,704 $ 18,369 $ — $ 122,073 FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 126,056 $ — $ — $ 126,056 Total Assets $ 126,056 $ — $ — $ 126,056 The Company classifies its money market funds and U.S. treasury securities as Level 1 assets since it measures fair value using quoted prices in active markets for identical assets. The Level 2 assets include commercial paper, asset-backed securities, and corporate bonds and are valued based on quoted prices for similar assets in active markets and inputs other than quoted prices that are derived from observable market data. The Company did not hold any Level 3 assets during the periods presented. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Level 1 and Level 2 assets during the periods presented. |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment, net Property and equipment, net as of December 31, 2021 and 2020 consisted of the following (in thousands): DECEMBER 31, 2021 2020 Laboratory equipment $ 6,084 $ 3,767 Computer equipment and software 478 221 Furniture and fixtures 769 306 Leasehold improvements 9,266 4,098 Fixed assets not yet placed in service 12,790 — Total property and equipment, gross 29,387 8,392 Less accumulated depreciation ( 6,154 ) ( 4,219 ) Total property and equipment, net $ 23,233 $ 4,173 Depreciation expense was $ 1.9 million and $ 1.4 million for the years ended December 31, 2021 and 2020, respectively, which is included within operating expenses in the consolidated statement of operations and comprehensive loss. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | 6. Accrued Expenses and Other Long-Term Liabilities At December 31, 2021 and 2020, accrued expenses and other long-term liabilities consisted of the following (in thousands): AS OF DECEMBER 31, 2021 2020 Accrued research and development costs $ 1,474 $ 1,369 Accrued leasehold improvement costs 999 — Accrued compensation 2,697 1,661 Accrued professional fees 846 568 Other accrued expenses 468 140 Total accrued expenses and other long-term liabilities $ 6,484 $ 3,738 As of December 31, 2021, other long-term liabilities of $ 0.2 million represents the value of unmet conditions associated with a governmental grant received in 2021. The Company anticipates meeting these conditions between 2024 and 2026 and, upon satisfaction, will reduce these liabilities with a corresponding reduction to research and development expenses. |
Series B Tranche Rights
Series B Tranche Rights | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Series B Tranche Rights | 7. Series B Tranche Rights Included in the terms of the purchase agreement for the Series B (“Series B Purchase Agreement”) were Series B Tranche Rights granted to the purchasers of the Series B. The Series B Tranche Rights provided the holders with the right to purchase additional shares of Series B, in a second tranche, upon either the achievement by the Company of certain clinical development milestones for the Company’s primary clinical candidate, as set forth in the Series B Purchase Agreement, or upon the election of certain holders of the Series B prior to August 5, 2021. In the second tranche, the Company had the ability to sell up to 41,690,117 shares of Series B at $ 0.8597 per share. The Company reached the clinical development milestones set forth in the Series B Purchase Agreement in September 2020 and the Company sold 41,690,117 shares of Series B at $ 0.8597 per share, resulting in total gross proceeds to the Company of $ 35.8 million. At the time of issuance, the Series B Tranche Rights met the definition of a freestanding financial instrument, as the Series B Tranche Rights were both legally detachable and separately exercisable from the Series B. In addition, the Company determined at the time of issuance that the Series B Tranche Rights met the definition of a liability because the Series B Tranche Rights (i) embodied an obligation to repurchase the Company’s equity shares and (ii) may have required the Company to settle the obligation by transferring assets. As a result, upon issuance, the respective Series B Tranche Rights were initially recorded at fair value and were subsequently re-measured at the end of each reporting period until settlement. Changes in the fair value were recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. At the end of each reporting period prior to settlement in September 2020, the estimated fair value of the Series B Tranche Rights was determined using a probability weighted present value model that considered the probability of triggering the Series B Tranche Rights through achievement of the clinical development milestones specified in the Series B Purchase Agreement. The Company converted the future values to their present values using a discount rate it considered to be appropriate for probability adjusted cash flows. The estimates were based, in part, on subjective assumptions. The Company remeasured the fair value of the tranche rights for a final time at the date of settlement on September 17, 2020. As the clinical development milestones triggering the tranche closing were achieved, the fair value of the tranche rights at settlement was derived based on the implied intrinsic value of the Series B on the day of the second tranche closing event. The fair value of the Series B at settlement was $ 1.18 per share and was based on the probability of the conversion of the Series B upon an IPO and the expected value of the shares, on a converted basis, in an IPO. The increase in the probability of the achievement of the milestone, as well as the increase in the fair value of the Series B, resulted in an increase of $ 11.3 million in the fair value of the Series B Tranche Rights during the year ended December 31, 2020 which was recognized as a loss in the consolidated statement of operations and comprehensive loss. The balance of the Series B Tranche Rights of $ 13.1 million was reclassified at settlement to increase the Series B carrying value on the consolidated balance sheet. A rollforward of the Series B Tranche Rights liability for the year ended December 31, 2020 is as follows (in thousands): SERIES B Balance at December 31, 2019 $ 1,876 Change in fair value 11,256 Settlement of Series B tranche rights liability ( 13,132 ) Balance at December 31, 2020 $ — |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 8. Redeemable Convertible Preferred Stock Upon the closing of the IPO on October 6, 2020, all of the outstanding shares of Series A-1 and Series B automatically converted into an aggregate of 14,951,554 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO and as of December 31, 2021, there were no shares of preferred stock outstanding. In connection with the closing of the IPO, the Company amended and restated its certificate of incorporation to provide for 10,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 per share as part of its authorized capital. Issuance of Series B Redeemable Convertible Preferred Stock In September 2020, the Company achieved the second tranche milestones which related to the clinical development of its lead product candidate, ONCR-177. Upon achievement of the milestones, the Series B investors became obligated to purchase additional shares of Series B in a second tranche closing and the Company issued an aggregate of 41,690,117 shares of Series B at $ 0.8597 per share, for gross proceeds to the Company of $ 35.8 million. Upon closing of the second tranche, the Company considered whether there was any potential beneficial conversion feature, concluding that there was not, as the effective conversion price of the Series B was in excess of the fair value of the Company’s common stock. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Statement Of Stockholders Equity [Abstract] | |
Common Stock | 9. Common Stock Each share of common stock is entitled to one vote. The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board of Directors. Prior to the IPO, the voting, dividend, and liquidation rights of the holders of common stock were subject to, and qualified by, the rights, powers, and preferences of the holders of Series B and Series A-1. Upon the closing of the IPO, the Company changed its authorized capital stock to include 100,000,000 shares designated as common stock with a par value of $ 0.0001 per share. Restricted Stock The Company issued restricted stock to its founders and certain officers of the Company. In general, the shares of restricted stock vest over a four-year period, with 25 % of the shares vesting after one year, followed by monthly vesting over the remaining three years. A summary of non-vested restricted stock during the year ended December 31, 2021 is as follows: AMOUNT WEIGHTED- Balance at December 31, 2020 17,234 $ 1.57 Repurchases — — Issuances — — Vested ( 17,234 ) 1.57 Balance at December 31, 2021 — Common Stock Warrants The Company has issued common stock warrants that allow for the holders to purchase an aggregate of 71,544 shares of common stock at $ 1.21 per share. As of December 31, 2021, all of the common stock warrants were fully exercisable. The common stock warrants expire in 2031. Reserved Shares The Company has reserved shares of common stock for the conversion or exercise of the following securities: DECEMBER 31, DECEMBER 31, Exercise of common stock warrants 71,544 71,544 Exercise of options to purchase common stock 3,681,793 2,790,746 Vesting of restricted stock — 17,234 Shares available for issuance under equity incentive plans 2,132,067 2,123,440 Total 5,885,404 5,002,964 |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plan | 10. Equity Incentive Plans The Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) on March 31, 2016. The Plan, as amended, provided for the granting of stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock awards to employees, directors and non-employees. All option awards were granted with an exercise price equal to or greater than the market price of the Company's stock at the date of grant. Option awards generally vest over three to four years. Certain option awards provide for accelerated vesting if there is a change in control as defined in the 2016 Plan. The provisions of the 2016 Plan allow for early exercises for options that have not yet vested. Early exercises have historically been for a de minimis number of shares. On September 23, 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which became effective upon the execution of the underwriting agreement related to the IPO and serves as the successor to the 2016 Plan. The 2020 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units, cash awards, performance awards, and stock bonus awards. The number of shares reserved for issuance under the 2020 Plan will increase automatically on January 1 of each fiscal year, starting on January 1, 2021 and ending on and including January 1, 2030, by the number of shares equal to 5 % of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a lesser number of shares as may be determined by the board of directors (or an authorized committee thereof). O n January 1, 2021, the number of shares reserved for issuance under the 2020 Plan automatically increased by 1,130,896 shares of common stock. At December 31, 2021, there were 2,132,067 shares of common stock available for issuance under the 2020 Plan. On January 1, 2022, the plan automatically increased by 1,292,458 shares of common stock. On September 23, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the execution of the underwriting agreement related to the IPO. The Company has initially reserved 280,000 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1 of each fiscal year starting on January 1, 2021 and ending on and including January 1, 2030, by the number of shares equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on the last day of the fiscal year prior to the date of such automatic increase and (b) 560,000 shares, provided that prior to the date of any such increase, the board of directors may determine a less number of shares for such increase. There was no automatic increase in the number of shares of common stock reserved for sale under the ESPP in 2021. In December 2021, the board of directors determined that there would be no automatic increase in the number of shares of common stock reserved for sale under the ESPP on January 1, 2022. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions for the years ended December 31, 2021 and 2020 as noted in the following table: YEARS ENDED DECEMBER 31, 2021 2020 Expected volatility 81.4 %- 88.3 % 78.7 %- 86.3 % Expected dividends 0.0 % 0.0 % Expected term (in years) 5.3 - 10 6.1 - 10 Risk-free rate 0.5 %- 1.6 % 0.4 %- 1.2 % Total stock-based compensation expense (including both stock option awards and restricted stock) was as follows: YEARS ENDED DECEMBER 31, 2021 2020 (in thousands) General and administrative $ 4,240 $ 964 Research and development 2,333 774 Total stock-based compensation $ 6,573 $ 1,738 Total stock-based compensation expense by award type was as follows: YEARS ENDED DECEMBER 31, 2021 2020 (in thousands) Restricted stock $ 25 $ 33 Stock options 6,548 1,705 Total stock-based compensation $ 6,573 $ 1,738 In December 2020, the Company granted an employee an option to purchase 113,000 shares of the Company’s common stock with an exercise price per share equal to the fair value of the Company’s common stock on the date of grant. This grant is included in the outstanding options in the summary table below. The option grant includes three separate tranches (each tranche representing one-third of the total grant) that will each ves t four years fro m the date of grant. This option grant and its tranches are subject to accelerated vesting in the event that the Company achieves certain defined milestones related to the Company’s manufacturing efforts. As of December 31, 2021, the Company determined that the requisite service period of this award is four years and recognized $ 0.6 million of stock-based compensation expense for the year ended December 31, 2021. Accelerated vesting was not considered to be probable for any tranche of this award at December 31, 2021. A summary of stock option activity for the year ended December 31, 2021 is presented below: SHARES WEIGHTED- WEIGHTED- AGGREGATE Outstanding at December 31, 2020 2,790,746 $ 8.13 Granted 1,258,759 $ 15.41 Exercised ( 231,222 ) $ 2.47 Canceled, expired, or forfeited ( 136,490 ) $ 11.72 Outstanding at December 31, 2021 3,681,793 $ 10.84 8.11 $ 2,875 Vested and expected to vest at December 31, 2021 3,681,793 $ 10.84 8.11 $ 2,875 Exercisable at December 31, 2021 1,407,937 $ 5.71 7.06 $ 2,377 The weighted average grant date fair value of options granted to employees, directors and non-employee consultants during the years ended December 31, 2021 and 2020 was $ 11.05 and $ 12.88 , respectively. The total intrinsic value of stock options exercised was $ 2.4 million and $ 0.9 million for the years ended December 31, 2021 and 2020, respectively. Total unrecognized stock-based compensation expense related to stock options amounted to $ 19.8 million at December 31, 2021 and is expected to be recognized over a weighted-average period of 2.62 years. The total fair value of restricted shares vested during each of the years ended December 31, 2021 and 2020 was less than $ 0.1 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Total (benefit from) provision for income taxes for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): DECEMBER 31, 2021 2020 Current income tax expense $ — $ — Deferred income tax benefit 19,943 10,994 Valuation allowance for deferred tax assets ( 19,943 ) ( 10,994 ) Deferred income tax expense, net — — Total (benefit from) provision for income taxes $ — $ — A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: DECEMBER 31, 2021 2020 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.1 4.6 Permanent differences ( 0.4 ) ( 5.6 ) Research and development credit benefit 3.8 2.8 Change in valuation allowance ( 30.5 ) ( 22.8 ) Effective income tax rate — % — % The Company had a net loss for 2021 and 2020 and no income tax benefit has been recorded due to the full valuation allowance for deferred tax assets. The components of the Company’s deferred taxes at December 31, 2021 and 2020 are as follows (in thousands): DECEMBER 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards (federal and state) $ 41,610 $ 27,761 Tax credits (federal and state) 6,967 4,507 Accrued expenses and other liabilities 316 — Capitalized research and development expenditures 835 835 Intangible assets 322 — Stock based compensation 1,499 133 Lease liabilities 14,226 11,640 Total deferred tax assets 65,775 44,876 Valuation allowance ( 53,139 ) ( 33,194 ) Net deferred income tax assets 12,636 11,682 Deferred tax liabilities: Fixed assets ( 283 ) ( 379 ) Right-of-use assets ( 12,353 ) ( 11,303 ) Net deferred tax liabilities ( 12,636 ) ( 11,682 ) Net deferred income taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred income tax assets. Accordingly, a full valuation allowance has been established against the net deferred income tax assets for each period presented. Management evaluates the positive and negative evidence at each reporting period. The valuation allowance was $ 53.1 million as of December 31, 2021 and $ 33.2 million as of December 31, 2020. The increase in the valuation allowance of approximately $ 19.9 million in 2021 was primarily a result of net losses generated with no corresponding financial statement benefit. As of December 31, 2021, the Company had net operating loss carryforwards (“NOLs”) for federal income tax purposes of $ 153.0 million, of which $ 18.1 million will begin to expire in 2035, and approximately $ 134.9 million can be carried forward indefinitely. The Company also has $ 150.1 million of state net operating losses which expire at various dates through 2041. As of December 31, 2021, the Company also had available research and development tax credit carryforwards for federal and state income tax purposes of $ 5.1 million and $2.4 million, respectively, which begin to expire in 2035 and 2030 , respectively. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 % over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOLs or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or research and development tax credit carryforwards before utilization. Further, until a study is completed, and any limitation is known, no adjustments have been reflected in the deferred income tax asset for NOL carryforwards or credits. For the year ended December 31, 2021, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts have been recognized as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred income tax asset established for the research and development credit carryforwards and the valuation allowance. The Company had no unrecognized tax benefits or related interest and penalties for the years ended December 31, 2021 and 2020. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open under statute from the year of formation to the present. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company established a Massachusetts securities corporation in 2019. The securities corporation is taxed on its investment income at the rate of 1.32 %. The income tax associated with investment income from the securities corporation was not material to the 2021 income tax provision. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 12. Leases The Company has an operating lease in Cambridge, Massachusetts for its corporate headquarters. The lease will expire in January 2024 and includes an optional extension for an additional three-year period. The Company also has an operating lease for approximately 33,518 square feet (the “Pod 4 Portion”), and approximately 54,666 square feet (the “Pod 5 Portion”), of a manufacturing facility located in Andover, Massachusetts that expires in December 2036. The Company has two options to extend the term of the lease for a period of ten years each. As of December 31, 2021, the Company had not exercised its options to extend the lease term for either lease and it does not deem it reasonably certain that these options will be exercised. The Company agreed to provide the landlord with a $ 2.9 million letter of credit as support for its obligations under the Andover facility lease. The lease provides a lease incentive in the form of reimbursable leasehold improvements of approximately $ 13.2 million. Due to the unpredictability of the payout of leasehold improvement reimbursements, the right-of-use asset will be adjusted on a prospective basis to reflect any payments relating to the lease incentive as construction related to these improvements is performed over the life of the lease. For the year ended December 31, 2021, the Company capitalized $17.0 million of leasehold improvement costs, of which $ 1.7 million was reimbursed through the lease incentive. The lease payments include fixed base rent payments and variable rents for certain shared facility operating and other costs. In November 2021, the Company entered into an amendment to its existing lease agreement for manufacturing and office space in Andover, Massachusetts. The amendment increased the existing footprint of the facility by approximately 17,150 square feet ("Pod 3 Portion"). The term of the overall lease remained unchanged and rent payments for the Pod 3 Portion are expected to commence on July 1, 2022. The Company evaluated this amendment and determined that it is a lease modification that resulted in a separate contract that is to be treated as a separate lease from the Pod 4 and Pod 5 Portions. In connection with this amendment, the Company agreed to provide the landlord an increase of $ 0.5 million to the letter of credit as support for its obligations under the lease, bringing the total amount of the letter of credit to $ 3.4 million. The letter of credit is recorded as a non-current asset on the consolidated balance sheet as of December 31, 2021. The amendment further provides a lease incentive in the form of reimbursable leasehold improvements specific to the Pod 3 Portion of approximately $ 1.7 million. The leased premises for the Pod 3 Portion were available as of December 1, 2021, and the Company recognized a right-of-use asset and lease liability of $ 8.3 million on that date. Similar to the Pod 4 and Pod 5 Portions, due to the unpredictability of the payout of leasehold improvement reimbursements, the right-of-use asset will be adjusted on a prospective basis to reflect any payments related to the lease incentive as construction related to the leasehold improvements is performed. During the years ended December 31, 2021 and 2020, the Company recognized total rent expense of $ 5.7 million and $ 1.0 million, respectively, related to office and lab space under the leases. The amo unt of variable rent expense and rent for short-term leases for these periods was $ 2.2 million and $ 0.6 million, respectively. Other supplemental information related to leases was as follows as of December 31, 2021: (in thousands) 2021 2020 Weighted average remaining lease term 13.8 years 14.5 years Weighted average discount rate 8.1 % 8.5 % Cash paid for amounts included in the measurement of lease liabilities $ 1,777 $ 1,924 Maturities of operating lease liabilities were as follows as of December 31, 2021 (in thousands): Year Amount 2022 $ 5,704 2023 6,380 2024 4,995 2025 5,145 2026 5,299 Thereafter 62,572 Total lease payments 90,095 Less imputed interest ( 38,023 ) Total lease liabilities $ 52,072 Current portion $ 1,684 Long-term portion $ 50,388 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies License and Royalty Agreements The Company has entered into license and royalty agreements for intellectual property with certain parties. Such arrangements require ongoing payments, including payments upon the achievement of certain development, regulatory and commercial milestones, receipt of sublicense income, as well as royalties on commercial sales. Payments under these arrangements are expensed as incurred. The Company’s material license and collaboration agreements are summarized below. Ospedale San Raffaele S.r.l. and Fondazione Telethon In December 2015, the Company entered into a license agreement with Ospedale San Raffaele S.r.l. and Fondazione Telethon, as amended, for the use of certain patents and technology. The Company made an initial payment of $ 0.1 million, which amount was recorded as research and development expense. Under the terms of the license, the Company is required to pay an annual maintenance fee, up to $ 3.9 million in milestone payments for the first indication, up to $ 5.7 million in milestone payments for each subsequent indication, and a low single digit tiered royalty on net sales of any covered products. The agreement terminates upon the expiration of the last remaining royalty obligation for a licensed product. University of Pittsburgh In March 2016, the Company entered into a license agreement, as amended, with University of Pittsburgh for the use of certain patents and technology. The Company made an initial payment of $ 0.1 million, which amount was recorded as research and development expense. Under the terms of the license, the Company is required to pay an annual maintenance fee and up to $ 2.6 million in milestone payments through first commercial product sale and a low single digit royalty on net product revenue, subject to annual minimum amounts, through the expiration of the patent claims. Northwestern University In December 2018, the Company entered into a license agreement with Northwestern University for the use of certain patents and technology. The Company made an initial payment of $ 0.1 million, which amount was recorded as research and development expense. Under the terms of the license, the Company is required to pay an annual maintenance fee and up to $ 4.1 million in milestone payments through the first commercial product sale and an annual low single digit royalty on net sales, subject to annual minimum amounts, through the later of ten years from the first commercial sale or the expiration of the patent claims. WuXi Biologics Ireland Limited In July 2019, the Company entered into a license agreement with Wuxi Biologics Ireland Limited for the use of certain patents and technology. Under the terms of the license, the Company agreed to an initial license payment of $ 0.3 million and is required to pay milestone payments for the first product developed, as well as additional products, in addition to royalties on net product revenue. For the first product developed, the Company is required to pay up to $ 8.0 million in certain clinical milestone payments. For the first three products developed, the Company is also required to pay up to $ 27.0 million in commercial milestone payments for each product that achieves specified net sales levels along with product approvals in several countries. The Company also agreed to pay tiered royalties on net sales of licensed products ranging in the low-single digits. The obligation to pay royalties under the license agreement expires on a licensed product-by-licensed product and country-by-country basis upon expiry of the last valid claim of the licensed patents that cover such licensed product in such country. In June 2021, the Company satisfied a $ 0.5 million milestone event related the development of its first product and paid Wuxi Biologics Ireland Limited, which was recorded to research and development expense. Gaeta Therapeutics Ltd. In November 2021, the Company entered into a license agreement with Gaeta Therapeutics Ltd. for the use of certain patent rights in connection with usage of a certain transgene, IL-12, with a systemic checkpoint inhibitor and with respect to the development of products that would otherwise infringe on such rights. The Company made an initial payment of $ 0.2 million, which was recorded as research and development expense in the year ended December 31, 2021. Under the terms of the license, t he Company is obligated to make certain milestone payments including a low six-figure payment related to the achievement of a certain patent milestone in the United States, certain clinical and regulatory milestone payments which amount to $ 7.5 million in the aggregate for a given developed product or indication, and additional annual payments of low single digit millions following regulatory approval of each product. The Company is also obligated to pay tiered royalties on cumulative net sales of all developed products up to $ 2.5 million in the aggregate for cumulative net sales in excess of certain thresholds of net sales reached, with additional payments in the mid single-digit millions thereafter upon the achievement of additional net sales milestones. The Company achieved the first clinical milestone in December 2021 and paid Gaeta Therapeutics Ltd. $ 0.5 million, which was recorded to research and development expense. Related Party License and Royalty Agreements Certain investors are entitled to receive, in the aggregate, a royalty from the Company equal to 1 % of net sales of Company products discovered or developed prior to an IPO by the Company. The royalty obligation expires upon the later of twelve years from the first commercial sale or the expiration of the patent. The Company entered into a patent assignment agreement with an investor under which that investor would receive $ 1.0 million upon regulatory approval of a product in the United States and an annual low single-digit royalty on net product revenue. The Company is not currently developing any product candidates using the patent that was assigned to the Company. In September 2016, the Company entered into a sublicense agreement with an entity affiliated with a stockholder of the Company for the use of certain patents and technology. Under the terms of the license, the Company is required to pay up to $ 7.6 million in milestone payments through first commercial product sale and an annual mid-single digit royalty on net sales through the expiration of the patent claims. This agreement was terminated in May 2020. Litigation The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The following securities that could potentially dilute basic net loss per share in the future were not included in the computation of diluted net loss per share for the periods presented, because to do so would have been antidilutive: YEARS ENDED DECEMBER 31, 2021 2020 Outstanding stock options 3,681,793 2,790,746 Restricted stock — 17,234 Common stock warrants 71,544 71,544 Total 3,753,337 2,879,524 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 15. Retirement Plan The Company has a tax-qualified employee savings and retirement plan under Section 401(k) of the Code, covering all qualified employees. Participants may elect a salary deferral up to the statutorily prescribed annual limit for tax-deferred contributions. The Company paid matching contributions of $ 0.4 million in 2021 and did no t make any matching contributions in 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date on which these financial statements were issued. Subsequent to the issuance of the financial statements, there were no events that occurred that required disclosure, or revision to, the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB. |
COVID-19 Pandemic | COVID-19 Pandemic With the ongoing COVID-19 global pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and its business, including its preclinical studies, its ongoing clinical trial, and its regulatory filings. The Company has taken measures to secure its research and development activities, while work in its laboratories and facilities has been re-organized to reduce risks of COVID-19 transmission. Given the global impact and the other risks and uncertainties associated with the pandemic, the Company’s business, financial condition and results of operations could be materially adversely affected. The Company continues to closely monitor the COVID-19 pandemic and evolve its business continuity plans, clinical development plans and response strategy to mitigate any potential impact. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Oncorus Securities Corporation. All intercompany transactions have been eliminated in consolidation. The Company has one operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, the estimated fair value of the Company’s common stock prior to its IPO and share-based awards utilized for stock-based compensation purposes, the Company’s Series B tranche rights (see Note 7), accrued expenses and amounts of expenses during the reported period, and determination of an incremental borrowing rate for any identified leases for which an implicit discount rate is not easily determinable. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company has all of its cash at one financial institution that management believes to be of high credit quality, in amounts that exceed federally insured limits. The Company invests its excess cash, in line with its investment policy, primarily in money market funds and high credit quality debt instruments . The Company is dependent upon a third-party contract manufacturer and third-party contract research organizations for the performance of portions of its testing for pre-clinical and clinical studies. The Company believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. |
Research and Development Expense | Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense for the period in which they are incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of compensation-related expenses, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, consulting, accounting and audit services as well as insurance, outside service providers, direct and allocated facility- and office-related costs, and depreciation and amortization. |
Interest Income on Investments | Interest Income on Investments Interest income is separately presented on the consolidated statements of operations and comprehensive loss and consists of interest on cash and cash equivalents and investments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The primary objectives for the Company’s investment portfolio are the preservation of capital and maintenance of liquidity. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are stated at cost, which is substantially equivalent to fair value. |
Restricted Cash | Restricted cash The Company maintains a balance in a segregated bank account in connection with a letter of credit for the benefit of the landlord in connection with an operating lease. As of December 31, 2021, restricted cash consisted of $ 3.4 million held for the benefit of the landlord. This amount has been classified as part of non-current assets on the Company's consolidated balance sheets. The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: DECEMBER 31, 2021 2020 (in thousands) Cash and cash equivalents $ 100,752 $ 130,305 Restricted cash 3,437 2,877 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 104,189 $ 133,182 |
Investments | Investments Short-term investments consist of commercial paper, corporate bonds, asset-backed securities, and U.S. Treasury securities with original maturities greater than three months. The Company may sell investments at any time for use in current operations even if the investments have not yet reached maturity. As a result, the Company classifies its investments, including securities with maturities beyond twelve months, as current assets. As of December 31, 2021, all investments are classified as available-for-sale securities, which are recorded at fair value . Unrealized holding gains and losses on available-for-sale securities are reported as a net amount in accumulated other comprehensive income or loss in stockholders’ equity until realized. Purchase premiums and discounts are amortized to interest income over the terms of the related securities. Realized gains and losses and declines in fair value that are deemed to be other than temporary are reflected in the statements of operations and comprehensive loss using the specific-identification method. The Company periodically reviews all available-for-sale securities for other than temporary declines in fair value below the cost basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company also evaluates whether it has plans or is required to sell short-term investments before recovery of their amortized cost bases. For the year ended December 31, 2021, the Company has not identified any other than temporary declines in fair value of its short-term investments. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost. Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized; expenditures for maintenance and repairs are charged to expense as incurred. Depreciation expense is recognized on a straight-line basis over the estimated useful lives of the related assets. Property and equipment are depreciated as follows: ASSET TYPE ESTIMATED USEFUL LIFE Computer equipment and software 3 - 5 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts, and any resulting gain or loss is included in the Company's consolidated statements of operations as a component of other income (expense) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the long-lived assets. If an impairment review were to be performed to evaluate a long-lived asset for recoverability, the Company would compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized if estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. For the years ended December 31, 2021 and 2020, the Company has not recorded any impairment losses on long-lived assets. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly, such as quoted market prices, interest rates, and yield curves. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as 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 measurement. The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of those instruments. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research service arrangements under which vendors perform various services. The Company records accrued expenses for estimated costs incurred under the arrangements. When evaluating the adequacy of the accrued expenses, the Company analyzes the progress of the studies, trials or other services performed, including invoices received and contracted costs. Judgments and estimates are made in determining the accrued expense balances at the end of each reporting period |
Operating Leases | Operating Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the lease commencement date. Future lease payments may include payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts typically do not have variable payments based on index or rate. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are non-lease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and its associated non-lease components as a single lease component for its real estate leases, including the office, lab, and its manufacturing space. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are no economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company recognizes a corresponding lease right of use (“ROU”) asset, initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives. In some instances, as construction related to leasehold improvements is performed over the life of the lease, the right-of-use asset and lease liability will be adjusted on a prospective basis to reflect any payments relating to the lease incentives. The Company’s leases consist of only operating leases. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while certain variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected lease term on a straight-line basis. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations and comprehensive loss. |
Patent Costs | Patent Costs The Company expenses patent costs as incurred and records such costs within general and administrative expenses. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. |
Classification and Measurement of Series A-1 and Series B Redeemable Convertible Preferred Stock | Classification and Measurement of Series A-1 and Series B Redeemable Convertible Preferred Stock Prior to the IPO, the Company classified its Series A-1 and Series B outside of permanent equity because the shares of Series A-1 and Series B contained certain redemption features that resulted in the Series A-1 and Series B being redeemable (i) at the option of the holder or (ii) upon the occurrence of events that were not solely within the control of the Company. As a result of these redemption provisions, the Series A-1 and Series B were recorded outside of permanent equity and were subject to subsequent measurement under the guidance provided under ASC 480-10-S99. While the Series A-1 and Series B were not currently redeemable, the Series A-1 and Series B were probable of becoming redeemable, and the Company elected to recognize changes in the redemption amount over the period from the date of issuance to the earliest possible redemption date. Changes in the redemption amount were recognized as a deemed dividend and presented as a reduction to income attributable to common stockholders. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s income tax returns. Deferred taxes are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes in the Company's consolidated statements of operations and comprehensive loss. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes stock-based compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. For performance-based awards that are awarded, the Company applies the graded-vesting method to the awards once achievement of the performance conditions is considered probable. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock, expected stock price volatility, the expected term of the stock option, the risk-free interest rate for a period that approximates the expected term of the stock option, and the Company’s expected dividend yield. The closing sale price per share of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant is used to determine the fair value, which is then used to establish the exercise price per share of share-based awards to purchase common stock. As there was no public market for its common stock prior to October 2, 2020, which was the first day of trading upon completion of its IPO, the Company estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain vanilla” stock options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. |
Net Loss Per Share | Net Loss Per Share Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Prior to the IPO, the Company’s Series A-1 and Series B contained participating rights in any dividend paid by the Company and were therefore participating securities. Net loss attributable to common stockholders and participating securities is allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. However, the participating securities did not include a contractual obligation to share in the losses of the Company and were not included in the calculation of net loss per share in the periods that had a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per share. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the years presented herein because common stock equivalent shares from the Series A-1, Series B, restricted stock, stock option awards and outstanding warrants to purchase common stock (see Notes 9 and 14) were anti-dilutive. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance, which seeks to increase transparency on governmental assistance in entities' financial reporting. This guidance is effective for all business entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company does not believe that the adoption of this standard will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 , in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief , in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on the consolidated financial statements. O ther pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property, Plant and Equipment | Property and equipment are depreciated as follows: ASSET TYPE ESTIMATED USEFUL LIFE Computer equipment and software 3 - 5 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life |
Summary of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: DECEMBER 31, 2021 2020 (in thousands) Cash and cash equivalents $ 100,752 $ 130,305 Restricted cash 3,437 2,877 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 104,189 $ 133,182 |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Summary of amortized cost and fair value of our cash equivalents and investments | The following tables summarize the amortized cost and fair value of our cash equivalents and investments (in thousands): DECEMBER 31, 2021 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 98,900 $ — $ — $ 98,900 Total Cash Equivalents $ 98,900 $ — $ — $ 98,900 Investments Commercial paper $ 11,084 $ — $ — $ 11,084 Asset-backed securities 2,020 — ( 2 ) 2,018 U.S. treasury securities 4,812 — ( 8 ) 4,804 Corporate bonds 5,271 — ( 4 ) 5,267 Total Investments $ 23,187 $ — $ ( 14 ) $ 23,173 DECEMBER 31, 2020 AMORTIZED COST BASIS GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE Cash Equivalents Money market funds $ 126,056 $ — $ — $ 126,056 Total Cash Equivalents $ 126,056 $ — $ — $ 126,056 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 98,900 $ — $ — $ 98,900 U.S. treasury securities 4,804 — — 4,804 Commercial paper — 11,084 — 11,084 Asset-backed securities — 2,018 — 2,018 Corporate bonds — 5,267 — 5,267 Total Assets $ 103,704 $ 18,369 $ — $ 122,073 FAIR VALUE MEASUREMENTS LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 126,056 $ — $ — $ 126,056 Total Assets $ 126,056 $ — $ — $ 126,056 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Propertyplantandequipmentabstract [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net as of December 31, 2021 and 2020 consisted of the following (in thousands): DECEMBER 31, 2021 2020 Laboratory equipment $ 6,084 $ 3,767 Computer equipment and software 478 221 Furniture and fixtures 769 306 Leasehold improvements 9,266 4,098 Fixed assets not yet placed in service 12,790 — Total property and equipment, gross 29,387 8,392 Less accumulated depreciation ( 6,154 ) ( 4,219 ) Total property and equipment, net $ 23,233 $ 4,173 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At December 31, 2021 and 2020, accrued expenses and other long-term liabilities consisted of the following (in thousands): AS OF DECEMBER 31, 2021 2020 Accrued research and development costs $ 1,474 $ 1,369 Accrued leasehold improvement costs 999 — Accrued compensation 2,697 1,661 Accrued professional fees 846 568 Other accrued expenses 468 140 Total accrued expenses and other long-term liabilities $ 6,484 $ 3,738 |
Series B Tranche Rights (Tables
Series B Tranche Rights (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Series B Tranche Rights liability | A rollforward of the Series B Tranche Rights liability for the year ended December 31, 2020 is as follows (in thousands): SERIES B Balance at December 31, 2019 $ 1,876 Change in fair value 11,256 Settlement of Series B tranche rights liability ( 13,132 ) Balance at December 31, 2020 $ — |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Non-vested Restricted Stock Activity | A summary of non-vested restricted stock during the year ended December 31, 2021 is as follows: AMOUNT WEIGHTED- Balance at December 31, 2020 17,234 $ 1.57 Repurchases — — Issuances — — Vested ( 17,234 ) 1.57 Balance at December 31, 2021 — |
Summary of Reserved Shares of Common Stock | The Company has reserved shares of common stock for the conversion or exercise of the following securities: DECEMBER 31, DECEMBER 31, Exercise of common stock warrants 71,544 71,544 Exercise of options to purchase common stock 3,681,793 2,790,746 Vesting of restricted stock — 17,234 Shares available for issuance under equity incentive plans 2,132,067 2,123,440 Total 5,885,404 5,002,964 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of fair valuation assumptions of option awards | The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions for the years ended December 31, 2021 and 2020 as noted in the following table: YEARS ENDED DECEMBER 31, 2021 2020 Expected volatility 81.4 %- 88.3 % 78.7 %- 86.3 % Expected dividends 0.0 % 0.0 % Expected term (in years) 5.3 - 10 6.1 - 10 Risk-free rate 0.5 %- 1.6 % 0.4 %- 1.2 % |
Summary of Total Stock-based Compensation Including Both Stock Option Awards And Restricted Stock | Total stock-based compensation expense (including both stock option awards and restricted stock) was as follows: YEARS ENDED DECEMBER 31, 2021 2020 (in thousands) General and administrative $ 4,240 $ 964 Research and development 2,333 774 Total stock-based compensation $ 6,573 $ 1,738 YEARS ENDED DECEMBER 31, 2021 2020 (in thousands) Restricted stock $ 25 $ 33 Stock options 6,548 1,705 Total stock-based compensation $ 6,573 $ 1,738 |
Summary of Option Activity | A summary of stock option activity for the year ended December 31, 2021 is presented below: SHARES WEIGHTED- WEIGHTED- AGGREGATE Outstanding at December 31, 2020 2,790,746 $ 8.13 Granted 1,258,759 $ 15.41 Exercised ( 231,222 ) $ 2.47 Canceled, expired, or forfeited ( 136,490 ) $ 11.72 Outstanding at December 31, 2021 3,681,793 $ 10.84 8.11 $ 2,875 Vested and expected to vest at December 31, 2021 3,681,793 $ 10.84 8.11 $ 2,875 Exercisable at December 31, 2021 1,407,937 $ 5.71 7.06 $ 2,377 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Total (Benefit From) Provision for Income Taxes | Total (benefit from) provision for income taxes for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): DECEMBER 31, 2021 2020 Current income tax expense $ — $ — Deferred income tax benefit 19,943 10,994 Valuation allowance for deferred tax assets ( 19,943 ) ( 10,994 ) Deferred income tax expense, net — — Total (benefit from) provision for income taxes $ — $ — |
Summary of Reconciliation of Income Tax Expense (Benefit) at the Statutory Federal Income Tax Rate | A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: DECEMBER 31, 2021 2020 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.1 4.6 Permanent differences ( 0.4 ) ( 5.6 ) Research and development credit benefit 3.8 2.8 Change in valuation allowance ( 30.5 ) ( 22.8 ) Effective income tax rate — % — % |
Summary of Deferred Tax Assets and Liabilities | The Company had a net loss for 2021 and 2020 and no income tax benefit has been recorded due to the full valuation allowance for deferred tax assets. The components of the Company’s deferred taxes at December 31, 2021 and 2020 are as follows (in thousands): DECEMBER 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards (federal and state) $ 41,610 $ 27,761 Tax credits (federal and state) 6,967 4,507 Accrued expenses and other liabilities 316 — Capitalized research and development expenditures 835 835 Intangible assets 322 — Stock based compensation 1,499 133 Lease liabilities 14,226 11,640 Total deferred tax assets 65,775 44,876 Valuation allowance ( 53,139 ) ( 33,194 ) Net deferred income tax assets 12,636 11,682 Deferred tax liabilities: Fixed assets ( 283 ) ( 379 ) Right-of-use assets ( 12,353 ) ( 11,303 ) Net deferred tax liabilities ( 12,636 ) ( 11,682 ) Net deferred income taxes $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Other Supplemental Information Related to Leases | Other supplemental information related to leases was as follows as of December 31, 2021: (in thousands) 2021 2020 Weighted average remaining lease term 13.8 years 14.5 years Weighted average discount rate 8.1 % 8.5 % Cash paid for amounts included in the measurement of lease liabilities $ 1,777 $ 1,924 |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows as of December 31, 2021 (in thousands): Year Amount 2022 $ 5,704 2023 6,380 2024 4,995 2025 5,145 2026 5,299 Thereafter 62,572 Total lease payments 90,095 Less imputed interest ( 38,023 ) Total lease liabilities $ 52,072 Current portion $ 1,684 Long-term portion $ 50,388 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following securities that could potentially dilute basic net loss per share in the future were not included in the computation of diluted net loss per share for the periods presented, because to do so would have been antidilutive: YEARS ENDED DECEMBER 31, 2021 2020 Outstanding stock options 3,681,793 2,790,746 Restricted stock — 17,234 Common stock warrants 71,544 71,544 Total 3,753,337 2,879,524 |
Nature of the Business and Li_2
Nature of the Business and Liquidity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Feb. 17, 2021USD ($)$ / sharesshares | Oct. 14, 2020USD ($)$ / sharesshares | Oct. 06, 2020$ / sharesshares | Sep. 25, 2020 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Accounting Policies [Line Items] | ||||||
Reverse stock split description | 1-for-12.0874 | |||||
Stockholders' equity note, stock split, conversion ratio | 0.08273078 | |||||
Stock Issued During Period Shares New Issues | 3,000,000 | |||||
Share issue price | $ / shares | $ 19 | |||||
Gross proceeds from issuance initial public offering | $ | $ 98,400 | |||||
Proceeds from issuance of initial public offer | $ | $ 88,300 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 53,000 | $ 52,983 | $ 89,801 | |||
Common Stock [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock Issued During Period Shares New Issues | 3,000,000,000 | 6,557,991,000 | ||||
Convertible preferred stock, shares | 14,951,554 | |||||
IPO [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock Issued During Period Shares New Issues | 757,991 | 5,800,000 | ||||
Share issue price | $ / shares | $ 15 | $ 15 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Sep. 25, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)Segment |
Accounting Policies [Line Items] | |||
Reverse stock split description | 1-for-12.0874 | ||
Stockholders' equity note, stock split, conversion ratio | 0.08273078 | ||
Number of operating segments | Segment | 1 | ||
Restricted cash | $ 3,437 | $ 2,877 | |
Income tax examination, likelihood of unfavorable settlement | greater than 50 | ||
Share based compensation expenses | 6,573 | $ 1,738 | |
Operating lease liabilities | 52,072 | ||
Short-term lease liabilities | 1,684 | 993 | |
Long-term lease liabilities | 50,388 | 41,615 | |
Right-of-use asset | $ 45,218 | $ 41,372 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 100,752 | $ 130,305 | |
Restricted cash | 3,437 | 2,877 | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 104,189 | $ 133,182 | $ 45,286 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Laboratory Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Leaseholds and Leasehold Improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives, term | Shorter of lease term or estimated useful life |
Cash Equivalents and Investme_3
Cash Equivalents and Investments - Summary of amortized cost and fair value of our cash equivalents and investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 23,187 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 14 | |
Estimated Fair Value | 23,173 | |
Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 98,900 | $ 126,056 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 98,900 | 126,056 |
Commercial Paper [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 11,084 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 11,084 | |
Asset-backed Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 2,020 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 2 | |
Estimated Fair Value | 2,018 | |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 4,812 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 8 | |
Estimated Fair Value | 4,804 | |
Corporate bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 5,271 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 4 | |
Estimated Fair Value | 5,267 | |
Cash and Cash Equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 98,900 | 126,056 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 98,900 | $ 126,056 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Realized gains or losses recognized | $ 0 | |
Investments | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | $ 122,073 | $ 126,056 | |
Series B tranche rights [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities | $ 1,876 | ||
Money market funds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 98,900 | 126,056 | |
US Treasury Securities [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 4,804 | ||
Commercial Paper [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 11,084 | ||
Asset-backed Securities [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,018 | ||
Corporate bonds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 5,267 | ||
Level 1 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 103,704 | 126,056 | |
Level 1 [Member] | Money market funds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 98,900 | $ 126,056 | |
Level 1 [Member] | US Treasury Securities [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 4,804 | ||
Level 1 [Member] | Commercial Paper [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 1 [Member] | Asset-backed Securities [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 1 [Member] | Corporate bonds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 2 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 18,369 | ||
Level 2 [Member] | Commercial Paper [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 11,084 | ||
Level 2 [Member] | Asset-backed Securities [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,018 | ||
Level 2 [Member] | Corporate bonds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | $ 5,267 |
Property Plant And Equipment -
Property Plant And Equipment - Property and equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 29,387 | $ 8,392 |
Less accumulated depreciation | (6,154) | (4,219) |
Total property and equipment, net | 23,233 | 4,173 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,084 | 3,767 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 478 | 221 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 769 | 306 |
Leaseholds and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9,266 | 4,098 |
Fixed assets not yet placed in service [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,790 | $ 0 |
Property Plant And Equipment _2
Property Plant And Equipment - Additional Details (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment Additional Details [Abstract] | ||
Depreciation and amortization | $ 1,948 | $ 1,373 |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued research and development costs | $ 1,474 | $ 1,369 |
Accrued leasehold improvement costs | 999 | |
Accrued compensation | 2,697 | 1,661 |
Accrued professional fees | 846 | 568 |
Other accrued expenses | 468 | 140 |
Total accrued expenses and other long-term liabilities | $ 6,484 | $ 3,738 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Other long term liabilities | $ 203 | $ 0 |
Series B Tranche Rights - Addit
Series B Tranche Rights - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 23, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 0 | $ 35,824 | ||
Fair value adjustments of rights liability | $ 0 | $ 11,256 | ||
Series B Tranche Rights [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrant liability fair value per share | $ 1.18 | |||
Fair value adjustments of rights liability | $ 11,300 | |||
Settlement of Series B tranche rights liability | $ 13,100 | |||
Series B redeemable convertible preferred stock [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Temporary Equity, Shares Authorized | 41,690,117 | |||
Issuance of Series B preferred stock (Shares) | 41,690,117 | |||
Share price | $ 0.8597 | |||
Settlement of Series B tranche rights liability | $ 13,132 | |||
Series B redeemable convertible preferred stock [Member] | Tranche Two [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | 41,690,117 | ||
Share price | $ 0.8597 | $ 0.8597 | ||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 35,800 | $ 35,800 |
Series B Tranche Rights - Summa
Series B Tranche Rights - Summary of Series B Tranche Rights Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Issuance of Series B tranche rights liability | $ 0 | $ 35,824 |
Series B Tranche Rights [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning Balance | 1,876 | |
Change in fair value | 11,256 | |
Settlement of Series B tranche rights liability | $ (13,132) |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 14, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 06, 2020 | Sep. 23, 2020 | Dec. 31, 2019 |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 0 | $ 35,824 | |||||
Gross proceeds from issuance initial public offering | $ 98,400 | ||||||
Common Stock [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Convertible preferred stock, shares | 14,951,554 | ||||||
Series B redeemable convertible preferred stock [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Temporary Equity, Shares Authorized | 41,690,117 | ||||||
Temporary Equity, Shares Outstanding | 62,535,183,000 | ||||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | ||||||
Share price | $ 0.8597 | ||||||
Series B redeemable convertible preferred stock [Member] | Tranche Two [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | 41,690,117 | |||||
Share price | $ 0.8597 | $ 0.8597 | |||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 35,800 | $ 35,800 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, voting rights | Each share of common stock is entitled to one vote. | |
Common Stock Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Warrants or rights, number of shares called | 71,544 | 71,544 |
Common Stock Warrants [Member] | ||
Warrants or rights, number of shares called | 71,544 | |
Warrants or rights, exercise price | $ 1.21 | |
Restricted Stock [Member] | Founders [Member] | ||
Share-based payment award, award vesting percentage | 25.00% | |
Share based payment award, award vesting period | 4 years |
Common Stock - Summary of Non-V
Common Stock - Summary of Non-Vested Restricted Stock Activity (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested | (100,000) |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Balance at December 31, 2019 | 17,234 |
Vested | (17,234) |
Balance at December 31, 2020 | 0 |
Balance at December 31, 2019 | $ / shares | $ 1.57 |
Vested | $ / shares | $ 1.57 |
Common Stock - Summary of Reser
Common Stock - Summary of Reserved Shares of Common Stock (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Exercise of common stock warrants | 71,544 | 71,544 |
Exercise of options to purchase common stock | 3,681,793,000 | 2,790,746,000 |
Shares available for issuance under equity incentive plans | 2,132,067 | 2,123,440 |
Total | 5,885,404 | 5,002,964 |
Exercise of options to purchase common stock [Member] | ||
Exercise of options to purchase common stock | 3,681,793 | 2,790,746 |
Restricted Stock [Member] | ||
Vesting of restricted stock | 0 | 17,234 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total | 5,002,964 | 5,885,404 | 5,002,964 | |||
Shares available for issuance under the 2016 and 2020 Plans | 2,123,440 | 2,132,067 | 2,123,440 | |||
Share based payment awards options granted | 1,258,759,000 | |||||
Share-based payment arrangement, expense | $ 6,573 | $ 1,738 | ||||
Unrecognized compensation expense related to stock options weighted average period | 2 years 7 months 13 days | |||||
Fair value of restricted shares vested | 100,000 | |||||
Restricted Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment arrangement, expense | $ 25 | $ 33 | ||||
Fair value of restricted shares vested | 17,234 | |||||
2020 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for issuance under the 2016 and 2020 Plans | 2,132,067,000 | |||||
Share based payments shares increase decrease | 1,130,896,000 | |||||
2020 Plan [Member] | Subsequent Event [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
share based compensation arrangement based pay increase/decrease | 1,292,458,000 | |||||
2020 Plan [Member] | Restricted Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based payment award description | The number of shares reserved for issuance under the 2020 Plan will increase automatically on January 1 of each fiscal year, starting on January 1, 2021 and ending on and including January 1, 2030, by the number of shares equal to 5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a lesser number of shares as may be determined by the board of directors (or an authorized committee thereof). | |||||
Share based payments shares percent increase decrease | 5.00% | |||||
Employee stock purchase plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total | 280,000 | |||||
Share based payment award description | The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1 of each fiscal year starting on January 1, 2021 and ending on and including January 1, 2030, by the number of shares equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on the last day of the fiscal year prior to the date of such automatic increase and (b) 560,000 shares, provided that prior to the date of any such increase, the board of directors may determine a less number of shares for such increase. There was no automatic increase in the number of shares of common stock reserved for sale under the ESPP in 2021. | |||||
Share based payments shares increase decrease | 0 | 560,000 | ||||
2016 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Grant date fair value of stock options granted | $ 11.05 | $ 12.88 | ||||
Intrinsic value of options exercised | $ 2,400 | $ 900 | ||||
Unrecognized compensation expense related to stock options | $ 19,800 | |||||
2016 Plan [Member] | Performance Shares [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Share based payment awards options granted | 113,000,000 | |||||
Share based payment award, requisite service period | 4 years | |||||
Share-based payment arrangement, expense | $ 600 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Fair Valuation Assumptions of Option Awards (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 81.40% | 78.70% |
Expected term (in years) | 5 years 3 months 18 days | |
Risk-free rate | 0.50% | 0.40% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 88.30% | 86.30% |
Expected term (in years) | 10 years | |
Risk-free rate | 1.60% | 1.20% |
Option Pricing Model [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Option Pricing Model [Member] | Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | |
Option Pricing Model [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 10 years |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Total Stock-based Compensation Including Both Stock Option Awards And Restricted Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | $ 6,573 | $ 1,738 |
Restricted Stock [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | 25 | 33 |
Exercise of options to purchase common stock [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | 6,548 | 1,705 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | 4,240 | 964 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | $ 2,333 | $ 774 |
Equity Incentive Plan - Summa_3
Equity Incentive Plan - Summary of Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares, Outstanding | shares | 2,790,746 |
Shares, Granted | shares | 1,258,759 |
Shares, Exercised | shares | (231,222) |
Shares, Canceled, expired or forfeited | shares | (136,490) |
Shares, Outstanding | shares | 3,681,793 |
Shares, Vested and expected to vest | shares | 3,681,793 |
Shares, Exercisable | shares | 1,407,937 |
Weighted average exercise price, Outstanding | $ / shares | $ 8.13 |
Weighted average exercise price, Granted | $ / shares | 15.41 |
Weighted average exercise price, Exercised | $ / shares | 2.47 |
Weighted average exercise price, Canceled, expired or forfeited | $ / shares | 11.72 |
Weighted average exercise price, Outstanding | $ / shares | 10.84 |
Weighted average exercise price, Vested and expected to vest | $ / shares | 10.84 |
Weighted average exercise price, Exercisable | $ / shares | $ 5.71 |
Weighted- Average remaining contractual term (years), Outstanding | 8 years 1 month 9 days |
Weighted- Average remaining contractual term (years), Vested and expected to vest | 8 years 1 month 9 days |
Weighted- Average remaining contractual term (years), Exercisable | 7 years 21 days |
Aggregate intrinsic value, Outstanding | $ | $ 2,875 |
Aggregate intrinsic value, Vested and expected to vest | $ | 2,875 |
Aggregate intrinsic value, Exercisable | $ | $ 2,377 |
Income Taxes - Summary of Total
Income Taxes - Summary of Total (Benefit From) Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense | $ 0 | $ 0 |
Deferred income tax benefit | 19,943,000 | 10,994,000 |
Valuation allowance for deferred tax assets | (19,943,000) | (10,994,000) |
Deferred income tax expense, net | 0 | 0 |
Total (benefit from) provision for income taxes | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Income Tax Expense (Benefit) at Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Federal income tax benefit at statutory rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 6.10% | 4.60% |
Permanent differences | (0.40%) | (5.60%) |
Research and development credit benefit | 3.80% | 2.80% |
Change in valuation allowance | (30.50%) | (22.80%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | |||
Income tax benefit | $ 0 | $ 0 | |
Valuation allowance | 53,139,000 | 33,194,000 | |
Increase in valuation allowance | 19,943,000 | 10,994,000 | |
Net operating loss carry forward for federal income tax purpose | 153,000,000 | ||
Net opertaing loss carryforward for state income tax purpose | 150,100,000 | ||
Capitalized research and development expenditures | $ 835,000 | 835,000 | |
Minimum percentage of increase in ownership of stockholders for ownership change | 50.00% | ||
Period over which a minimum 50 percent of increase in ownership is required for ownership change | 3 years | ||
Unrecognized tax benefits, interest and penalties | $ 0 | $ 0 | |
Tax credit, investment, percent | 1.32% | ||
Net operating loss carryback period, CARES Act | 5 years | ||
Alternative minimum tax credit relaxation of adjusted taxable income percentage | 30.00% | ||
Alternative minimum tax credit relaxation of adjusted taxable income percentage, CARES Act | 50.00% | ||
Qualified bonus improvement property tax useful life, CARES Act | 15 years | ||
Qualified bonus improvement property bonus depreciation eligibility, CARES Act | 100.00% | ||
Income tax expense (benefit), CARES Act | $ 0 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forward subject to expiration | $ 18,100,000 | ||
Operating loss carry forwards expiration year | 2035 | ||
Net opertaing loss carry forward not subject to expiration | $ 134,900,000 | ||
Domestic Tax Authority [Member] | 2035 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Capitalized research and development expenditures | $ 5,100,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry forwards expiration year | 2030 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards (federal and state) | $ 41,610 | $ 27,761 |
Tax credits (federal and state) | 6,967 | 4,507 |
Accrued expenses and other liabilities | 316 | |
Capitalized research and development expenditures | 835 | 835 |
Intangible assets | 322 | |
Stock based compensation | 1,499 | 133 |
Lease liabilities | 14,226 | 11,640 |
Total deferred tax assets | 65,775 | 44,876 |
Valuation allowance | (53,139) | (33,194) |
Net deferred income tax assets | 12,636 | 11,682 |
Deferred tax liabilities: | ||
Fixed assets | (283) | (379) |
Right-of-use assets | 12,353 | (11,303) |
Net deferred tax liabilities | (12,636) | (11,682) |
Net deferred income taxes | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2021USD ($)ft² | |
Lessee Lease Description [Line Items] | ||||
Leasehold Improvement Costs reimbursed | $ 1,700,000 | |||
Letter of Credit | 3,400,000 | |||
Operating lease liabilities | 52,072,000 | |||
Pledged letter of credit | 2,900,000 | |||
Lease incentive related to leasehold improvements | 13,200,000 | |||
Letter of Credit [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Pledged letter of credit | $ 500,000 | |||
Office Space [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Rent expense | 5,700 | |||
Lab Space [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Rent expense | $ 1,000,000 | |||
Short Term Lease Expense [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Rent expense | $ 2,200 | $ 600,000 | ||
PO3 [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease space | ft² | 17,150 | |||
POD 4 [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease space | ft² | 33,518 | |||
POD 5 [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease space | ft² | 54,666 | |||
CambridgeMassachusetts [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating lease, option to extend | The lease will expire in January 2024 and includes an optional extension for an additional three-year period. | |||
Andover, Massachusetts [Member | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating lease, option to extend | The Company has two options to extend the term of the lease for a period of ten years each. | |||
Andover, Massachusetts [Member | PO3 [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease liabilities | $ 8,300,000 | |||
Lease incentive related to leasehold improvements | $ 1,700,000 |
Leases - Summary of Other Suppl
Leases - Summary of Other Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Weighted average remaining lease term | 13 years 9 months 18 days | 14 years 6 months |
Weighted average discount rate | 8.10% | 8.50% |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,777 | $ 1,924 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2022 | $ 5,704 | |
2023 | 6,380 | |
2024 | 4,995 | |
2025 | 5,145 | |
2026 | 5,299 | |
Thereafter | 62,572 | |
Total lease payments | 90,095 | |
Less imputed interest | (38,023) | |
Total lease liabilities | 52,072 | |
Lease liability - current portion | 1,684 | $ 993 |
Lease liability - Long term portion | $ 50,388 | $ 41,615 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Nov. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 |
Research and development | $ 44,682,000 | $ 27,153,000 | |||||||
Conversion of Series A-1 [Member] | |||||||||
Percentage of net sales of company products discovered or developed prior to an IPO | 1.00% | ||||||||
Approval Of Product [Member] | Conversion of Series A-1 [Member] | |||||||||
Potential future milestone payments | $ 1,000,000 | ||||||||
Ospedale San Raffaele Srl and Fondazione Telethon [Member] | |||||||||
Potential future milestone payments | $ 5,700,000 | ||||||||
Ospedale San Raffaele Srl and Fondazione Telethon [Member] | Annual Membership Fees [Member] | |||||||||
Potential future milestone payments | 3,900,000 | ||||||||
University of Pittsburgh [Member] | |||||||||
Potential future milestone payments | $ 2,600,000 | ||||||||
Northwestern University [Member] | |||||||||
Potential future milestone payments | $ 4,100,000 | ||||||||
WuXi Biologics Ireland Limited [Member] | |||||||||
Initial payment made | $ 300,000 | ||||||||
WuXi Biologics Ireland Limited [Member] | Clinical milestone payments [Member] | |||||||||
Potential future milestone payments | 8,000,000 | ||||||||
WuXi Biologics Ireland Limited [Member] | Commercial milestone payments [Member] | |||||||||
Potential future milestone payments | $ 27,000,000 | ||||||||
Gaeta Therapeutics Ltd [Member] | |||||||||
payment for future royalties | $ 2,500,000 | ||||||||
Gaeta Therapeutics Ltd [Member] | Clinical milestone payments [Member] | |||||||||
Milestone Payments | $ 7,500 | ||||||||
Affiliated Entity [Member] | |||||||||
Potential future milestone payments | $ 7,600,000 | ||||||||
Research and Development Expense [Member] | Ospedale San Raffaele Srl and Fondazione Telethon [Member] | |||||||||
Initial payment made | $ 100,000 | ||||||||
Research and Development Expense [Member] | University of Pittsburgh [Member] | |||||||||
Initial payment made | $ 100,000 | ||||||||
Research and Development Expense [Member] | Northwestern University [Member] | |||||||||
Initial payment made | $ 100,000 | ||||||||
Research and Development Expense [Member] | WuXi Biologics Ireland Limited [Member] | |||||||||
Milestone Payments | $ 500,000 | ||||||||
Research and Development Expense [Member] | Gaeta Therapeutics Ltd [Member] | |||||||||
Initial payment made | 200,000 | ||||||||
Research and Development Expense [Member] | Gaeta Therapeutics Ltd [Member] | Clinical milestone payments [Member] | |||||||||
Milestone Payments | $ 500,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 3,753,337 | 2,879,524 |
Outstanding Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 3,681,793 | 2,790,746 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 17,234 | |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 71,544 | 71,544 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Company's matching contributions | $ 400 | $ 0 |