Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-40646 | |
Entity Registrant Name | ABSCI CORP | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 85-3383487 | |
Entity Address, Street | 18105 SE Mill Plain Blvd | |
Entity Address, City | Vancouver | |
Entity Address, State | WA | |
Entity Address, Postal Zip Code | 98683 | |
City Area Code | 360 | |
Local Phone Number | 949-1041 | |
Title of each class | Common Stock. $0.0001 par value | |
Trading Symbol(s) | ABSI | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 113,083,669 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001672688 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 58,831 | $ 72,362 |
Restricted cash | 16,350 | 16,193 |
Short-term investments | 102,712 | 25,297 |
Receivables under development arrangements, net | 42 | 2,189 |
Prepaid expenses and other current assets | 3,863 | 4,537 |
Total current assets | 181,798 | 120,578 |
Operating lease right-of-use assets | 4,275 | 4,490 |
Property and equipment, net | 38,755 | 41,328 |
Intangibles, net | 47,411 | 48,253 |
Restricted cash, long-term | 1,126 | 1,112 |
Other long-term assets | 1,533 | 1,537 |
TOTAL ASSETS | 274,898 | 217,298 |
Current liabilities: | ||
Accounts payable | 1,653 | 1,503 |
Accrued expenses | 15,398 | 19,303 |
Long-term debt | 3,301 | 3,258 |
Operating lease obligations | 1,586 | 1,679 |
Financing lease obligations | 287 | 641 |
Deferred revenue | 3,063 | 3,174 |
Total current liabilities | 25,288 | 29,558 |
Long-term debt, net of current portion | 3,745 | 4,660 |
Operating lease obligations, net of current portion | 5,296 | 5,643 |
Finance lease obligations, net of current portion | 29 | 76 |
Deferred tax liability, net | 175 | 186 |
Deferred revenue, long-term | 180 | 966 |
Other long-term liabilities | 78 | 33 |
TOTAL LIABILITIES | 34,791 | 41,122 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 112,998,922 and 93,087,675 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 11 | 9 |
Additional paid-in capital | 668,698 | 582,699 |
Accumulated deficit | (428,470) | (406,495) |
Accumulated other comprehensive loss | (132) | (37) |
TOTAL STOCKHOLDERS' EQUITY | 240,107 | 176,176 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 274,898 | $ 217,298 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (in shares) | 112,998,922 | 93,087,675 |
Common stock, shares, outstanding (in shares) | 112,998,922 | 93,087,675 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | ||
Technology development revenue | $ 898 | $ 1,269 |
Total revenues | 898 | 1,269 |
Operating expenses | ||
Research and development | 12,236 | 12,657 |
Selling, general and administrative | 8,744 | 9,593 |
Depreciation and amortization | 3,416 | 3,504 |
Total operating expenses | 24,396 | 25,754 |
Operating loss | (23,498) | (24,485) |
Other income (expense) | ||
Interest expense | (176) | (321) |
Other income, net | 1,711 | 1,458 |
Total other income, net | 1,535 | 1,137 |
Loss before income taxes | (21,963) | (23,348) |
Income tax expense | (12) | (7) |
Net loss | $ (21,975) | $ (23,355) |
Net loss per share: basic (in usd per share) | $ (0.22) | $ (0.26) |
Net loss per share: diluted (in usd per share) | $ (0.22) | $ (0.26) |
Weighted-average common shares outstanding: basic (in shares) | 99,393,333 | 91,479,452 |
Weighted-average common shares outstanding: diluted (in shares) | 99,393,333 | 91,479,452 |
Comprehensive loss: | ||
Net loss | $ (21,975) | $ (23,355) |
Foreign currency translation adjustments | (47) | (14) |
Unrealized (loss) gain on investments | (48) | 39 |
Comprehensive loss | $ (22,070) | $ (23,330) |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | License and Service [Member] | License and Service [Member] |
UNAUDITED STATEMENTS OF CHANGES
UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2022 | $ 274,414 | $ 9 | $ 570,454 | $ (295,929) | $ (120) |
Beginning balance (in shares) at Dec. 31, 2022 | 92,411,103 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 229 | 229 | |||
Issuance of shares under stock plans, net of shares withheld for tax payments (in shares) | 171,899 | ||||
Stock-based compensation | 2,652 | 2,652 | |||
Forfeiture of common stock (in shares) | (101,030) | ||||
Foreign currency translation adjustments | (14) | (14) | |||
Unrealized gain on investments | 39 | 39 | |||
Net loss | (23,355) | (23,355) | |||
Ending balance at Mar. 31, 2023 | 253,965 | $ 9 | 573,335 | (319,284) | (95) |
Ending balance (in shares) at Mar. 31, 2023 | 92,481,972 | ||||
Beginning balance at Dec. 31, 2023 | $ 176,176 | $ 9 | 582,699 | (406,495) | (37) |
Beginning balance (in shares) at Dec. 31, 2023 | 93,087,675 | 93,087,675 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common shares, net of issuance costs of $411 | $ 80,827 | $ 2 | 80,825 | ||
Issuance of common shares, net of issuance costs (in shares) | 19,205,000 | ||||
Issuance of shares under stock plans, net of shares withheld for tax payments | 1,630 | 1,630 | |||
Issuance of shares under stock plans, net of shares withheld for tax payments (in shares) | 706,247 | ||||
Stock-based compensation | 3,544 | 3,544 | |||
Foreign currency translation adjustments | (47) | (47) | |||
Unrealized gain on investments | (48) | (48) | |||
Net loss | (21,975) | (21,975) | |||
Ending balance at Mar. 31, 2024 | $ 240,107 | $ 11 | $ 668,698 | $ (428,470) | $ (132) |
Ending balance (in shares) at Mar. 31, 2024 | 112,998,922 | 112,998,922 |
UNAUDITED STATEMENTS OF CHANG_2
UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance cost | $ 411 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (21,975) | $ (23,355) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,416 | 3,504 |
Deferred income taxes | (11) | (14) |
Stock-based compensation | 3,590 | 2,652 |
Accretion of discount on short-term investments | (631) | (832) |
Other | (45) | (338) |
Changes in operating assets and liabilities: | ||
Receivables under development arrangements | 2,147 | 247 |
Prepaid expenses and other current assets | 520 | 1,153 |
Operating lease right-of-use assets and liabilities | (225) | (201) |
Other long-term assets | 4 | 60 |
Accounts payable | 150 | (482) |
Accrued expenses and other liabilities | (3,905) | (2,427) |
Deferred revenue | (898) | (86) |
Net cash used in operating activities | (17,863) | (20,119) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | 0 | (280) |
Investment in short-term investments | (97,330) | (69,073) |
Proceeds from maturities of short-term investments | 20,500 | 42,000 |
Proceeds from sales of property and equipment | 149 | 52 |
Net cash used in investing activities | (76,681) | (27,301) |
Cash Flows From Financing Activities | ||
Principal payments on long-term debt | (872) | (662) |
Principal payments on finance lease obligations | (401) | (671) |
Proceeds from issuance of common stock, net of issuance costs | 82,457 | 229 |
Net cash provided by (used in) financing activities | 81,184 | (1,104) |
Net decrease in cash, cash equivalents, and restricted cash | (13,360) | (48,524) |
Cash, cash equivalents and restricted cash - Beginning of year | 89,667 | 76,842 |
Cash, cash equivalents, and restricted cash - End of period | 76,307 | 28,318 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Property and equipment purchases included in accounts payable | $ 0 | $ 126 |
Organization and nature of oper
Organization and nature of operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and nature of operations | Organization and nature of operations Absci Corporation (the “Company”) is a data-first generative AI drug creation company that combines AI with scalable wet lab technologies to create better biologics for patients, faster. Absci leverages its integrated drug creation platform (the “Integrated Drug Creation Platform”) to improve upon traditional biologic drug discovery by using AI to simultaneously optimize multiple drug characteristics important to development and therapeutic benefit. The Company was organized in the State of Oregon in August 2011 as a limited liability company and converted to a limited liability company (“LLC”) in Delaware in April 2016. In October 2020, the Company converted from a Delaware LLC to a Delaware corporation. The Company’s headquarters are located in Vancouver, Washington. Unaudited interim financial information The Company prepared its interim condensed consolidated financial statements that accompany these notes in conformity with accounting principles generally accepted in the United States (US GAAP), consistent in all material respects with those applied in its Annual Report on Form 10-K for the year ended December 31, 2023. The Company has made estimates and judgments affecting the amounts reported in its condensed consolidated financial statements and the accompanying notes. The actual results that the Company experiences may differ materially from its estimates. The interim financial information is unaudited and reflects all normal adjustments that are, in the Company’s opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 where the Company includes additional information about its critical accounting estimates. |
Revenue recognition
Revenue recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition Contract balances Contract liabilities are recorded in deferred revenue when cash payments are received or due in advance of the satisfaction of performance obligations. As of March 31, 2024 and December 31, 2023, contract liabilities were $3.2 million and $4.1 million, respectively. During the three months ended March 31, 2024 and 2023 , the Company recognized $0.9 million and $0.1 million, respectively, as revenue that had been included in deferred revenue at the beginning of the period. Concentration Risk During the three months ended March 31, 2024, two partners represented approximately 99% of total revenue under technology development arrangements. During the three months ended March 31, 2023, one partner represented approximately 93% of total revenue under technology development arrangements. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Investments | Investments Cash equivalents, marketable securities and deposits are classified as available-for-sale and are, therefore, recorded at fair value on the condensed consolidated balance sheets, with any unrealized gains and losses reported in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets, until realized. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The amortized cost and fair value of investments are as follows (in thousands): March 31, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Fair market value Assets Money market funds $ 1,513 $ — $ — $ 1,513 U.S. treasuries 114,679 — (46) 114,633 Total $ 116,192 $ — $ (46) $ 116,146 Classified as: Cash equivalents $ 13,434 Short-term investments 102,712 Total $ 116,146 December 31, 2023 Amortized cost Gross unrealized gains Gross unrealized losses Fair market value Assets Money market funds $ 1,158 $ — $ — $ 1,158 U.S. treasuries 39,332 2 — 39,334 Total $ 40,490 $ 2 $ — $ 40,492 Classified as: Cash equivalents $ 15,195 Short-term investments 25,297 Total $ 40,492 Investments held as of March 31, 2024 have a remaining maturity of less than one year. Proceeds from maturities of available for sale securities were $34.6 million and $42.0 million for the three months ended March 31, 2024 and 2023 , respectively. Unrealized gains and losses on securities were primarily due to changes in interest rates. The Company holds a non-marketable equity investment with a carrying value of $1.2 million which is classified as other long-term assets on the condensed consolidated balance sheets. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation The Company grants stock options, restricted stock units, and stock appreciation rights (“SARs”) under the 2021 Stock Option and Incentive Plan (“2021 Plan”) and the 2023 Inducement Plan (the “2023 Inducement Plan”). On January 1, 2024, the number of shares of common stock reserved for future issuance under the 2021 Plan was increased by 4,654,384 shares pursuant to an automatic annual increase. As of March 31, 2024, 3,667,088 shares were available for future grant under the 2021 Plan. As of March 31, 2024, 2,500,000 shares were available for future grant under the 2023 Inducement Plan. Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): For the Three Months Ended March 31, 2024 2023 Research and development $ 1,654 $ 1,193 Selling, general and administrative 1,943 1,473 Total stock-based compensation expense $ 3,597 $ 2,666 Stock options Stock options generally vest either 25% after one year from the date of the grant with the remainder vesting monthly over the following three-year period or ratably over three years in three equal installments. The Company recognizes forfeitures as they occur and uses the straight-line expense recognition method. Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands $) Outstanding at December 31, 2023 17,104,505 $ 3.03 8.3 $ 30,661 Granted 3,970,309 4.38 Exercised (542,741) 2.68 1,233 Canceled/Forfeited (225,111) 2.59 Expired (40,087) 5.11 Outstanding at March 31, 2024 20,266,875 3.31 8.5 $ 55,369 Exercisable at March 31, 2024 5,926,599 $ 3.66 7.1 $ 16,497 The aggregate intrinsic value of outstanding stock options as of March 31, 2024 was calculated based on the Company’s closing stock price of $5.68 per share as reported on the Nasdaq Global Select Market on such date. The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was $3.15 and $1.46, respectively, per share. As of March 31, 2024, total unrecognized stock-based compensation related to stock options was $29.6 million, which the Company expects to recognize over a remaining weighted average period of 2.6 years. Determination of fair value The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Three Months Ended March 31, 2024 2023 Expected term (in years) 5.5-6.1 5.3-6.1 Volatility 81%-82% 79%-80% Risk-free interest rate 3.8%-4.1% 3.4%-4.2% Dividend Yield —% —% Restricted stock In connection with certain business combinations and as compensation for other service relationships, the Company has issued shares of restricted stock that vest over time subject to continued service by the stockholder. Shares of restricted stock that have not yet vested are subject to the Company’s right of repurchase or forfeiture by the stockholder. Activity for restricted shares is shown below: Number of shares Unvested as of December 31, 2023 374,208 Vested (105,336) Unvested as of March 31, 2024 268,872 As of March 31, 2024, there was $0.6 million of unrecognized compensation expense related to the outstanding shares of restricted stock expected to be recognized over a remaining weighted-average period of 0.9 years. Restricted stock units subject to time-based vesting generally vest ratably over a term of 1-4 years. The Company recognizes forfeitures as they occur and uses the straight-line expense recognition method. Activity for restricted stock units is shown below: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2023 2,198,334 $ 1.42 Granted 2,426,855 3.62 Vested (14,326) 2.21 Forfeitures (61,908) 1.56 Unvested as of March 31, 2024 4,548,955 $ 2.59 The weighted-average grant date fair value of restricted stock units granted during the three months ended March 31, 2024 was $3.62. The aggregate grant date fair value of restricted stock units vested during the three months ended March 31, 2024 and 2023 was $0.0 million. As of March 31, 2024, there was $11.7 million of unrecognized compensation expense related to the outstanding restricted stock units expected to be recognized over a remaining weighted-average period of 2.0 years. Fair value of restricted stock units subject to time-based vesting is calculated based on the Company’s closing stock price per share as reported on the Nasdaq Global Select Market on the date of grant. Restricted Stock Unit Award with Market Conditions In March 2024, the Company granted 1,500,000 performance restricted stock units to its Founder and Chief Executive Officer that contained market conditions (the “2024 Market Award”). Subject to the holder’s continued service, the 2024 Market Award provided for vesting in tranches once the Company’s closing stock price meets or exceeds certain thresholds established by the Company’s Compensation Committee of the Board of Directors. The original grant-date fair value of the 2024 Market Award of $5.5 million was determined using a Monte Carlo simulation model using an expected volatility of 97% and risk-free rate of 4.5%. The stock based compensation expense will be recognized over the derived service period for each tranche over periods up to 1.3 years. As of March 31, 2024, none of the stock price thresholds for the 2024 Market Award had been met resulting in no shares vesting. Any unvested tranches of the 2024 Market Award will expire in March 2027 if the vesting conditions are not met. Stock appreciation rights In January 2021, the Company issued SARs that are contingent upon a qualifying liquidity event that continues to not be probable of occurrence; accordingly, no compensation expense has been recognized for these awards. The aggregate intrinsic value of the 394,736 SARs outstanding as of March 31, 2024 is $2.2 million based on the Company’s closing stock price of $5.68 per share as reported on the Nasdaq Global Select Market on such date. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The Financial Accounting Standards Board (“FASB”) has defined fair value to establish a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Debt Securities: Money market funds $ 1,513 $ — $ — $ 1,513 U.S. treasuries 7,715 106,918 — 114,633 Total assets $ 9,228 $ 106,918 $ — $ 116,146 Liabilities: Contingent consideration $ — $ — $ 12,750 $ 12,750 Total liabilities $ — $ — $ 12,750 $ 12,750 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Debt Securities: Money market funds $ 1,158 $ — $ — $ 1,158 U.S. treasuries 15,929 23,405 — 39,334 Total assets $ 17,087 $ 23,405 $ — $ 40,492 Liabilities: Contingent consideration $ — $ — $ 12,750 $ 12,750 Total liabilities $ — $ — $ 12,750 $ 12,750 The Company reviews trading activity and pricing for its available-for-sale securities as of the measurement date. There was no change to the value of liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended March 31, 2024. The contingent consideration liability is related to the acquisition of Totient, Inc. and is included in accrued expenses on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The fair value estimate is based on a probability-weighted approach. The contingent consideration of $15.0 million held in escrow shall be paid upon the achievement of the milestone of either entering into agreements meeting certain financial criteria with third parties using, or relating to, Totient technology or the first commercial sale of a Totient product. The contingent consideration held in escrow is included in restricted cash on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The carrying amount of long-term debt approximates fair value. There are significant judgments, assumptions and estimates inherent in the determination of the fair value of each of the instruments described above. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on the Company’s estimates of fair value. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): For the Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (21,975) $ (23,355) Denominator: Weighted-average common shares outstanding 99,393,333 91,479,452 Net loss per share, basic and diluted $ (0.22) $ (0.26) The common stock issuable upon the conversion or exercise of the following dilutive securities has been excluded from the diluted net loss per share calculation because their effect would have been anti-dilutive. Diluted net loss per share, therefore, does not differ from basic net loss per share for the periods presented. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares calculated on a weighted-average basis for the period outstanding): For the Three Months Ended March 31, 2024 2023 Stock options 19,326,573 13,770,552 Restricted stock units 2,975,663 34,546 Unvested restricted stock 311,133 876,859 Employee stock purchase plan 102,381 104,576 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (21,975) | $ (23,355) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Amortized and Fair Value of our Investments | The amortized cost and fair value of investments are as follows (in thousands): March 31, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Fair market value Assets Money market funds $ 1,513 $ — $ — $ 1,513 U.S. treasuries 114,679 — (46) 114,633 Total $ 116,192 $ — $ (46) $ 116,146 Classified as: Cash equivalents $ 13,434 Short-term investments 102,712 Total $ 116,146 December 31, 2023 Amortized cost Gross unrealized gains Gross unrealized losses Fair market value Assets Money market funds $ 1,158 $ — $ — $ 1,158 U.S. treasuries 39,332 2 — 39,334 Total $ 40,490 $ 2 $ — $ 40,492 Classified as: Cash equivalents $ 15,195 Short-term investments 25,297 Total $ 40,492 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Allocation of Share-based Compensation | Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): For the Three Months Ended March 31, 2024 2023 Research and development $ 1,654 $ 1,193 Selling, general and administrative 1,943 1,473 Total stock-based compensation expense $ 3,597 $ 2,666 |
Schedule of Stock Option Activity | Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands $) Outstanding at December 31, 2023 17,104,505 $ 3.03 8.3 $ 30,661 Granted 3,970,309 4.38 Exercised (542,741) 2.68 1,233 Canceled/Forfeited (225,111) 2.59 Expired (40,087) 5.11 Outstanding at March 31, 2024 20,266,875 3.31 8.5 $ 55,369 Exercisable at March 31, 2024 5,926,599 $ 3.66 7.1 $ 16,497 |
Schedule of Determination of Fair Value | The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Three Months Ended March 31, 2024 2023 Expected term (in years) 5.5-6.1 5.3-6.1 Volatility 81%-82% 79%-80% Risk-free interest rate 3.8%-4.1% 3.4%-4.2% Dividend Yield —% —% |
Schedule of Non-vested Share Activity | Activity for restricted shares is shown below: Number of shares Unvested as of December 31, 2023 374,208 Vested (105,336) Unvested as of March 31, 2024 268,872 Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2023 2,198,334 $ 1.42 Granted 2,426,855 3.62 Vested (14,326) 2.21 Forfeitures (61,908) 1.56 Unvested as of March 31, 2024 4,548,955 $ 2.59 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Debt Securities: Money market funds $ 1,513 $ — $ — $ 1,513 U.S. treasuries 7,715 106,918 — 114,633 Total assets $ 9,228 $ 106,918 $ — $ 116,146 Liabilities: Contingent consideration $ — $ — $ 12,750 $ 12,750 Total liabilities $ — $ — $ 12,750 $ 12,750 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Debt Securities: Money market funds $ 1,158 $ — $ — $ 1,158 U.S. treasuries 15,929 23,405 — 39,334 Total assets $ 17,087 $ 23,405 $ — $ 40,492 Liabilities: Contingent consideration $ — $ — $ 12,750 $ 12,750 Total liabilities $ — $ — $ 12,750 $ 12,750 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Company’s Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): For the Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (21,975) $ (23,355) Denominator: Weighted-average common shares outstanding 99,393,333 91,479,452 Net loss per share, basic and diluted $ (0.22) $ (0.26) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares calculated on a weighted-average basis for the period outstanding): For the Three Months Ended March 31, 2024 2023 Stock options 19,326,573 13,770,552 Restricted stock units 2,975,663 34,546 Unvested restricted stock 311,133 876,859 Employee stock purchase plan 102,381 104,576 |
Revenue recognition (Details)
Revenue recognition (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) partner | Mar. 31, 2023 USD ($) partner | Dec. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative | |||
Contract liabilities | $ 3.2 | $ 4.1 | |
Revenue recognized from customer contract liability | $ 0.9 | $ 0.1 | |
Technology development revenue | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Collaborative Arrangement and Arrangement Other than Collaborative | |||
Number of partners (partner) | partner | 2 | 1 | |
Concentration risk (as a percent) | 99% | 93% |
Investments - Amortized and Fai
Investments - Amortized and Fair Value of our Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Amortized cost | $ 116,192 | $ 40,490 |
Gross unrealized gains | 0 | 2 |
Gross unrealized losses | (46) | 0 |
Fair market value | 116,146 | 40,492 |
Cash equivalents | ||
Assets | ||
Fair market value | 13,434 | 15,195 |
Short-term investments | ||
Assets | ||
Fair market value | 102,712 | 25,297 |
Money market funds | ||
Assets | ||
Amortized cost | 1,513 | 1,158 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
Fair market value | 1,513 | 1,158 |
U.S. treasuries | ||
Assets | ||
Amortized cost | 114,679 | 39,332 |
Gross unrealized gains | 0 | 2 |
Gross unrealized losses | (46) | 0 |
Fair market value | $ 114,633 | $ 39,334 |
Investments - Narratives (Detai
Investments - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | ||
Proceeds from maturities of debt securities | $ 34.6 | $ 42 |
Non-marketable equity investment | $ 1.2 |
Stock-based compensation - Narr
Stock-based compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Jan. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Issuance price (in usd per share) | $ 5.68 | $ 5.68 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 20,266,875 | 20,266,875 | 17,104,505 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price (in usd per share) | $ 3.31 | $ 3.31 | $ 3.03 | ||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Additional shares authorized for issuance (in shares) | 4,654,384 | ||||
Shares available for grant (in shares) | 3,667,088 | 3,667,088 | |||
2023 Inducement Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Shares available for employee (in shares) | 2,500,000 | 2,500,000 | |||
Stock options | 2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted average grant date fair value of shares granted (in usd per share) | $ 3.15 | $ 1.46 | |||
Share based compensation expense not yet recognized, options | $ 29.6 | $ 29.6 | |||
Share based compensation expense not yet recognized, recognition period (in years) | 2 years 7 months 6 days | ||||
Stock options | 2020 Plan | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting percentage (as a percent) | 25% | ||||
Stock options | 2020 Plan | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting percentage (as a percent) | 25% | ||||
Stock options | 2020 Plan | Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting percentage (as a percent) | 25% | ||||
Stock options | 2020 Plan | Tranche Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting percentage (as a percent) | 25% | ||||
Unvested restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Shares outstanding (in shares) | 268,872 | 268,872 | 374,208 | ||
Unvested restricted stock | 2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Share based compensation expense not yet recognized, recognition period (in years) | 10 months 24 days | ||||
Share based compensation expense not yet recognized other than options | $ 0.6 | $ 0.6 | |||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted average grant date fair value of shares granted (in usd per share) | $ 3.62 | ||||
Share based compensation expense not yet recognized, recognition period (in years) | 2 years | ||||
Share based compensation expense not yet recognized other than options | $ 11.7 | $ 11.7 | |||
Fair value of vested options | $ 0 | ||||
Granted (in shares) | 2,426,855 | ||||
Shares outstanding (in shares) | 4,548,955 | 4,548,955 | 2,198,334 | ||
Restricted stock units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period (in years) | 1 year | ||||
Restricted stock units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period (in years) | 4 years | ||||
Restricted Stock Award with Market Conditions | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Share based compensation expense not yet recognized, recognition period (in years) | 1 year 3 months 18 days | ||||
Granted (in shares) | 1,500,000 | ||||
Grant-date fair value | $ 5.5 | ||||
Volatility rate | 97% | ||||
Risk-free interest rate | 4.50% | ||||
SARs | 2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Shares outstanding (in shares) | 394,736 | 394,736 | |||
Intrinsic value, shares outstanding | $ 2.2 | $ 2.2 | |||
SARs | 2020 And 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 197,150 | 197,150 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price (in usd per share) | $ 4.65 | $ 4.65 | |||
Deferred compensation expense | $ 0.1 | $ 0.1 |
Stock-based compensation - Allo
Stock-based compensation - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed | ||
Total stock-based compensation expense | $ 3,597 | $ 2,666 |
Research and development | ||
Share-based Payment Arrangement, Expensed | ||
Total stock-based compensation expense | 1,654 | 1,193 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed | ||
Total stock-based compensation expense | $ 1,943 | $ 1,473 |
Stock-based compensation - Stoc
Stock-based compensation - Stock Option Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Beginning balance (in shares) | 17,104,505 | |
Granted (in shares) | 3,970,309 | |
Exercised (in shares) | (542,741) | |
Canceled/Forfeited (in shares) | (225,111) | |
Expired (in shares) | (40,087) | |
Ending balance (in shares) | 20,266,875 | 17,104,505 |
Exercisable (in shares) | 5,926,599 | |
Weighted Average Exercise Price per Share | ||
Beginning balance (in usd per share) | $ 3.03 | |
Granted (in usd per share) | 4.38 | |
Exercised (in usd per share) | 2.68 | |
Canceled/Forfeited (in usd per share) | 2.59 | |
Expired (in usd per share) | 5.11 | |
Ending balance (in usd per share) | 3.31 | $ 3.03 |
Exercisable, weighted average price (in usd per share) | $ 3.66 | |
Weighted Average Remaining Contractual Term (in years) | 8 years 6 months | 8 years 3 months 18 days |
Exercisable, weighted average remaining contractual term (in years) | 7 years 1 month 6 days | |
Intrinsic value, shares outstanding | $ 55,369 | $ 30,661 |
Intrinsic value, exercised | 1,233 | |
Exercisable, aggregate intrinsic value | $ 16,497 |
Stock-based compensation - Dete
Stock-based compensation - Determination of Fair Value (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Assumptions and Methodology | ||
Risk-free interest rate, minimum (as a percent) | 3.80% | 3.40% |
Risk-free interest rate, maximum (as a percent) | 4.10% | 4.20% |
Dividend Yield (as a percent) | 0% | 0% |
Minimum | ||
Fair Value Assumptions and Methodology | ||
Expected term (in years) | 5 years 6 months | 5 years 3 months 18 days |
Volatility (as a percent) | 81% | 79% |
Maximum | ||
Fair Value Assumptions and Methodology | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility (as a percent) | 82% | 80% |
Stock-based compensation - Unve
Stock-based compensation - Unvested Rollforward (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted Stock | |
Nonvested, Number of Shares | |
Beginning balance, unvested (in shares) | 374,208 |
Vested (in shares) | (105,336) |
Ending balance, unvested (in shares) | 268,872 |
Restricted stock units | |
Nonvested, Number of Shares | |
Beginning balance, unvested (in shares) | 2,198,334 |
Granted (in shares) | 2,426,855 |
Vested (in shares) | (14,326) |
Forfeitures (in shares) | (61,908) |
Ending balance, unvested (in shares) | 4,548,955 |
Weighted Average Grant Date Fair Value | |
Beginning balance unvested (in usd per share) | $ / shares | $ 1.42 |
Granted (in usd per share) | $ / shares | 3.62 |
Vested (in usd per share) | $ / shares | 2.21 |
Forfeitures (in usd per share) | $ / shares | 1.56 |
Ending balance unvested (in usd per share) | $ / shares | $ 2.59 |
Fair value measurements - Asset
Fair value measurements - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Debt Securities: | $ 116,146 | $ 40,492 |
Money market funds | ||
Assets: | ||
Debt Securities: | 1,513 | 1,158 |
U.S. treasuries | ||
Assets: | ||
Debt Securities: | 114,633 | 39,334 |
Fair Value, Recurring | ||
Assets: | ||
Total assets | 116,146 | 40,492 |
Liabilities: | ||
Contingent consideration | 12,750 | 12,750 |
Total liabilities | 12,750 | 12,750 |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Debt Securities: | 1,513 | 1,158 |
Fair Value, Recurring | U.S. treasuries | ||
Assets: | ||
Debt Securities: | 114,633 | 39,334 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 9,228 | 17,087 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Debt Securities: | 1,513 | 1,158 |
Level 1 | Fair Value, Recurring | U.S. treasuries | ||
Assets: | ||
Debt Securities: | 7,715 | 15,929 |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 106,918 | 23,405 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Debt Securities: | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. treasuries | ||
Assets: | ||
Debt Securities: | 106,918 | 23,405 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 12,750 | 12,750 |
Total liabilities | 12,750 | 12,750 |
Level 3 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Debt Securities: | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. treasuries | ||
Assets: | ||
Debt Securities: | $ 0 | $ 0 |
Fair value measurements - Narra
Fair value measurements - Narratives (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Fair Value Disclosures [Abstract] | |
Escrow deposit | $ 15 |
Net loss per share - Company_s
Net loss per share - Company’s Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss, basic | $ (21,975) | $ (23,355) |
Net loss, diluted | $ (21,975) | $ (23,355) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 99,393,333 | 91,479,452 |
Weighted-average common shares outstanding, diluted (in shares) | 99,393,333 | 91,479,452 |
Net loss per share, basic (in usd per share) | $ (0.22) | $ (0.26) |
Net loss per share, diluted (in usd per share) | $ (0.22) | $ (0.26) |
Net loss per share - Anti-dilut
Net loss per share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 19,326,573 | 13,770,552 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,975,663 | 34,546 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 311,133 | 876,859 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 102,381 | 104,576 |