Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | FULC | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | FULCRUM THERAPEUTICS, INC. | |
Entity Central Index Key | 0001680581 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 40,848,212 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38978 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4839948 | |
Entity Address, Address Line One | 26 Landsdowne Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 651-8851 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 33,313 | $ 35,412 |
Marketable securities | 161,799 | 182,750 |
Accounts receivable | 0 | 2,500 |
Unbilled accounts receivable | 802 | 1,137 |
Prepaid expenses and other current assets | 4,150 | 4,199 |
Total current assets | 200,064 | 225,998 |
Property and equipment, net | 7,888 | 7,368 |
Operating lease right-of-use assets | 10,388 | 0 |
Restricted cash | 1,092 | 1,092 |
Other assets | 816 | 542 |
Total assets | 220,248 | 235,000 |
Current liabilities: | ||
Accounts payable | 6,003 | 4,788 |
Accrued expenses and other current liabilities | 6,939 | 9,231 |
Deferred revenue, current portion | 2,920 | 4,711 |
Operating Lease Liability, current | 2,426 | 0 |
Deferred lease incentive, current portion | 0 | 469 |
Total current liabilities | 18,288 | 19,199 |
Operating lease liability, excluding current portion | 12,800 | 0 |
Deferred lease incentive, excluding current portion | 0 | 2,582 |
Deferred revenue, excluding current portion | 0 | 1,680 |
Total liabilities | 31,088 | 23,461 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 40,684,025 and 40,636,398 shares issued as of March 31, 2022 and December 31, 2021, respectively; 40,683,605 and 40,626,224 shares outstanding as of March 31, 2022 and December 31, 2021, respectively | 41 | 41 |
Treasury stock, at cost; no shares as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 518,604 | 514,362 |
Accumulated other comprehensive loss | (1,090) | (397) |
Accumulated deficit | (328,395) | (302,467) |
Total stockholders’ equity | 189,160 | 211,539 |
Total liabilities and stockholders’ equity | $ 220,248 | $ 235,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 40,684,025 | 40,636,398 |
Common stock, shares outstanding | 40,683,605 | 40,626,224 |
Treasury stock, shares | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 2,592 | $ 4,789 |
Operating expenses: | ||
Research and development | 17,831 | 16,334 |
General and administrative | 10,759 | 5,498 |
Total operating expenses | 28,590 | 21,832 |
Loss from operations | (25,998) | (17,043) |
Other income, net | 70 | 44 |
Net loss | $ (25,928) | $ (16,999) |
Net loss per share, basic and diluted | $ (0.64) | $ (0.54) |
Weighted-average common shares outstanding, basic and diluted | 40,644 | 31,510 |
Comprehensive loss: | ||
Net loss | $ (25,928) | $ (16,999) |
Other comprehensive (loss) gain: | ||
Unrealized (loss) gain on marketable securities | (693) | (2) |
Total other comprehensive loss | (693) | (2) |
Comprehensive loss | $ (26,621) | $ (17,001) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Private Placement | Common Stock | Common StockPrivate Placement | Treasury Stock | Additional Paid-In Capital | Additional Paid-In CapitalPrivate Placement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 95,181 | $ 28 | $ 316,775 | $ (2) | $ (221,620) | ||||
Beginning balance, Shares at Dec. 31, 2020 | 27,941,566 | ||||||||
Issuance of common stock in connection with public offering, net of issuance costs | $ 47,407 | $ 5 | $ 47,402 | ||||||
Issuance of common stock in connection with public offering, net of issuance costs, Shares | 4,600,000 | ||||||||
Issuance of common stock under employee benefit plans | 93 | 93 | |||||||
Issuance of common stock under employee benefit plans, Shares | 11,888 | ||||||||
Vesting of restricted stock awards | 1 | 1 | |||||||
Vesting of restricted stock awards, Shares | 40,982 | ||||||||
Repurchase of unvested restricted stock awards | 1,836 | ||||||||
Retirement of treasury shares | (1,836) | ||||||||
Stock-based compensation expense | 2,073 | 2,073 | |||||||
Unrealized loss on marketable securities | (2) | (2) | |||||||
Net loss | (16,999) | (16,999) | |||||||
Ending balance at Mar. 31, 2021 | 127,754 | $ 33 | 366,344 | (4) | (238,619) | ||||
Ending balance, Shares at Mar. 31, 2021 | 32,594,436 | ||||||||
Beginning balance at Dec. 31, 2020 | 95,181 | $ 28 | 316,775 | (2) | (221,620) | ||||
Beginning balance, Shares at Dec. 31, 2020 | 27,941,566 | ||||||||
Ending balance at Dec. 31, 2021 | 211,539 | $ 41 | 514,362 | (397) | (302,467) | ||||
Ending balance, Shares at Dec. 31, 2021 | 40,626,224 | ||||||||
Issuance of common stock under employee benefit plans | 395 | 395 | |||||||
Issuance of common stock under employee benefit plans, Shares | 47,627 | ||||||||
Vesting of restricted stock awards, Shares | 9,754 | ||||||||
Stock-based compensation expense | 3,847 | 3,847 | |||||||
Unrealized loss on marketable securities | (693) | (693) | |||||||
Net loss | (25,928) | (25,928) | |||||||
Ending balance at Mar. 31, 2022 | $ 189,160 | $ 41 | $ 518,604 | $ (1,090) | $ (328,395) | ||||
Ending balance, Shares at Mar. 31, 2022 | 40,683,605 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (25,928) | $ (16,999) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 536 | 603 |
Stock-based compensation expense | 3,847 | 2,073 |
Net amortization of premiums and discounts on marketable securities | 353 | 74 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,500 | 2,000 |
Unbilled accounts receivable | 335 | (1) |
Prepaid expenses and other current assets | 96 | 1,466 |
Operating lease assets and liabilities | 107 | (103) |
Other assets | (274) | 15 |
Accounts payable | 509 | 920 |
Accrued expenses and other liabilities | (2,397) | (2,016) |
Deferred revenue | (1,790) | (4,258) |
Net cash used in operating activities | (22,106) | (16,226) |
Investing activities | ||
Purchases of marketable securities | (4,990) | (2,997) |
Maturities of marketable securities | 24,895 | 15,674 |
Purchases of property and equipment | (246) | (262) |
Net cash used in investing activities | 19,659 | 12,415 |
Financing activities | ||
Proceeds from issuance of common stock in connection with follow-on offering, net of issuance costs | 0 | 47,424 |
Principal payments on capital lease obligations | 0 | (13) |
Proceeds from issuance of common stock under benefit plans, net | 348 | 93 |
Net cash provided by financing activities | 348 | 47,504 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (2,099) | 43,693 |
Cash, cash equivalents, and restricted cash, beginning of period | 36,504 | 58,144 |
Cash, cash equivalents, and restricted cash, end of period | 34,405 | 101,837 |
Supplemental cash flow information | ||
Cash paid for operating lease liabilities | 597 | 0 |
Non-cash investing and financing activities: | ||
Property and equipment purchases unpaid at end of period | 847 | 40 |
Issuance of common stock receivable | 47 | 0 |
Offering costs unpaid at end of period | 0 | 18 |
Cash and cash equivalents | 33,313 | 100,745 |
Restricted cash | $ 1,092 | $ 1,092 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Fulcrum Therapeutics, Inc. (the “Company” or “Fulcrum”) was incorporated in Delaware on August 18, 2015. The Company is focused on improving the lives of patients with genetically-defined rare diseases in areas of high unmet medical need. The Company is subject to a number of risks similar to other companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, risks of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, and the need to obtain additional financing. 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 infrastructure and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements and footnotes to the financial statements have been prepared on the same basis as the most recently audited annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2021 (the “Annual Report on Form 10-K”). Sales of Common Stock On January 22, 2021, the Company completed a public offering of its common stock and issued and sold 4,600,000 shares of common stock at a public offering price of $ 11.00 per share, resulting in net proceeds of $ 47.4 million after deducting underwriting discounts and commissions and offering expenses. On August 16, 2021, the Company completed a public offering of its common stock and issued and sold 7,590,000 shares of common stock at a public offering price of $ 19.00 per share, resulting in net proceeds of $ 135.5 million after deducting underwriting discounts and commissions and offering expenses. Liquidity The Company has incurred recurring losses and negative cash flows from operations since inception and has primarily funded its operations with proceeds from the sale of shares of common stock in public offerings, a private placement, and an "at-the-market" offering program, through issuances of convertible preferred stock, and from upfront payments received from the collaboration and license agreements with Acceleron Pharma Inc. (“Acceleron”), a wholly-owned subsidiary of Merck & Co., Inc. , and MyoKardia, Inc. (“MyoKardia”), a wholly owned subsidiary of Bristol Myers Squibb Company. As of March 31, 2022, the Company had an accumulated deficit of $ 328.4 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future as it continues to expand its research and development efforts. The Company expects to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company expects that its cash, cash equivalents, and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date of issuance of these financial statements. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. As a result, the Company could deplete its capital resources sooner than it currently expects. If the Company is unable to raise additional funds through equity or debt financings when needed, it may be required to delay, limit, reduce or terminate development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Fulcrum Therapeutics Securities Corp., which is a Massachusetts subsidiary created to buy, sell, and hold securities. All intercompany transactions and balances have been eliminated. Summary of Significant Accounting Policies The significant accounting policies and estimates used in the preparation of the accompanying consolidated financial statements are described in the Company’s audited consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2022, except as noted below with respect to the Company’s accounting policies related to leases . Leases Effective January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). For contracts entered into on or after the effective date, at the inception of a contract, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than twelve months are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. The Company does not recognize leases with terms of twelve months or less on the balance sheet. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew the lease. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset or (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any of these criteria. For all operating leases, a lease liability and corresponding right-of-use asset are recognized. The lease liability represents the present value of the lease payments over the expected remaining lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. To estimate the Company’s incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating and yield curve analysis, since the Company does not have a rating agency-based credit rating. The right-of-use asset represents the right to use the leased asset for the lease term. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred if any, less any lease incentives received. Lease payments included in the measurement of the lease liability comprise (i) the fixed noncancelable lease payments, (ii) payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and (iii) payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease expense for operating leases consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that are not included in the initial lease liability and lease payments incurred in the period for any leases with an initial term of 12 months or less. The Company accounts for lease and non-lease components together as a single lease component. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of expenses during the reported periods. Estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock-based compensation expense, and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ from those estimates or assumptions. Off-Balance Sheet Risk and Concentrations of Credit Risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and restricted cash. The Company’s cash, cash equivalents, and restricted cash are deposited in accounts at large financial institutions. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, cash equivalents and restricted cash are held. The Company maintains its cash equivalents in U.S. Treasury securities and money market funds that invest in U.S. Treasury securities. The Company’s marketable securities primarily consist of U.S. Treasury securities, corporate bonds, and commercial paper, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy that limits the amounts the Company may invest in any one type of investment. The Company has not experienced any credit losses and does not believe it is exposed to any significant credit risk on these funds. Recent Accounting Pronouncements—To Be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard requires allowances to be recorded instead of reducing the amortized cost of the investment. The new standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes . The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The new standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial position and results of operations. Recent Accounting Pronouncements—Adopted In February 2016, the FASB ASU 2016-02, as amended by various subsequently issued ASUs. The standard requires lessees to recognize an operating lease with a term greater than one year on their balance sheets as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. Lessees are required to classify leases as either finance or operating leases. If the lease is effectively a financed-purchase by the lessee, it is classified as a financing lease, otherwise it is classified as an operating lease. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which permits entities to continue applying legacy guidance in ASC 840, Leases , including its disclosure requirements, in the comparative periods presented in the year that the entity adopts the new leasing standard. Under this transition method, the cumulative effect of initially applying ASU 2016-02, as amended, is recognized as an adjustment to the opening balance of retained earnings or accumulated deficit at the beginning of the annual reporting period that includes the date of initial application. Accordingly, the Company adopted the new standard effective January 1, 2022 using the transition method permitted by ASU 2016-02, as amended. In adopting the new standard, the Company elected to utilize certain available expedients by electing the transition package of practical expedients permitted within ASU 2016-02, which allow the Company to not reassess previous accounting conclusions around whether arrangements are, or contain, leases, the classification of existing or expired leases, and the treatment of previous initial direct costs that would qualify for capitalization under the new standard. The Company elected to apply the practical expedient to not separate lease and non-lease components for new and modified leases. The Company also made an accounting policy election to exclude leases with an initial term of twelve months or less from the balance sheet. Upon the adoption of ASU 2016-02, as amended, the Company removed its legacy deferred rent balances that were previously recorded under ASC 840 and established an operating lease right-of-use asset of $ 10.8 million, an operating lease liability, current of $ 2.2 million and an operating lease liability, net of current portion of $ 13.4 million, all relating to the Company’s existing operating leases for office and laboratory space. The following table presents a summary of the amount by which each financial statement line item was affected by the adoption of ASU 2016-02, as amended (in thousands): January 1, 2022 Prior to the Adoption of ASU 2016, as Amended Effect of Adoption Subsequent to the Adoption of ASU 2016-20, as Amended (in thousands, except per share data) Operating lease right of use asset $ — $ 10,815 10,815 Operating lease liability, current — 2,173 2,173 Accrued expenses and other current liabilities 9,231 ( 50 ) 9,181 Deferred lease incentive, current portion 469 ( 469 ) — Operating lease liability, net of current portion — 13,423 13,423 Deferred rent, excluding current portion 1,680 ( 1,680 ) — Deferred lease incentive, excluding current portion 2,582 ( 2,582 ) — Th e adoption of ASU 2016-02, as amended, did not have a material impact on the consolidated statements of operations and comprehensive loss or the consolidated statement of cash flows for the three months ended March 31, 2022 . See Note 12, “Commitments and Contingencies”, for further information on the application of ASU 2016-02, as amended, to the Company’s operating lease for its existing operating leases for office and laboratory space. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the fair value hierarchy classification of such fair values as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 21,815 $ 21,815 $ — $ — U.S. Treasury securities 11,498 11,498 Marketable securities: U.S. Treasury securities 4,990 — 4,990 Corporate bonds 91,558 — 91,558 — Commercial paper 65,251 — 65,251 — Total $ 195,112 $ 33,313 $ 161,799 $ — Fair Value Measurements at Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 35,412 $ 35,412 $ — $ — Marketable securities: Corporate bonds 101,368 — 101,368 — Commercial paper 81,382 — 81,382 — Total $ 218,162 $ 35,412 $ 182,750 $ — There were no transfers between fair value levels during the three months ended March 31, 2022 . |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 3 Months Ended |
Mar. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Cash Equivalents And Marketable Securities | 4. Cash Equivalents and Marketable Securities Cash equivalents and marketable securities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at Amortized Gross Gross Fair Value Cash equivalents: Money market funds $ 21,815 $ — $ — $ 21,815 U.S. Treasury securities 11,498 — — 11,498 Total cash equivalents 33,313 — — 33,313 Marketable securities: Corporate bonds 92,425 — ( 867 ) 91,558 Commercial paper 65,471 — ( 220 ) 65,251 U.S. Treasury securities 4,993 — ( 3 ) 4,990 Total marketable securities 162,889 - ( 1,090 ) 161,799 Total cash equivalents and marketable securities $ 196,202 $ — $ ( 1,090 ) $ 195,112 Fair Value Measurements at Amortized Gross Gross Fair Value Cash equivalents: Money market funds $ 35,412 $ — $ — $ 35,412 Total cash equivalents 35,412 — — 35,412 Marketable securities: Corporate bonds 101,697 — ( 329 ) 101,368 Commercial paper 81,450 — ( 68 ) 81,382 Total marketable securities 183,147 - ( 397 ) 182,750 Total cash equivalents and marketable securities $ 218,559 $ — $ ( 397 ) $ 218,162 There were no sales of marketable securities during the three months ended March 31, 2022. As of March 31, 2022 , the aggregate fair value of securities that were in an unrealized loss position for less than twelve months was $ 160.3 million. As of March 31, 2022, no securities were in an unrealized loss position for greater than twelve months. The Company determined that it did no t hold any securities with any other-than-temporary impairment as of March 31, 2022. As of March 31, 2022 , the aggregate fair value of securities with a remaining contractual maturity of greater than one year was $ 16.9 million. As of March 31, 2022 , the Company did not intend to sell, and would not be more likely than not be required to sell, the securities in an unrealized loss position before recovery of their amortized cost bases. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, Lab equipment $ 8,469 $ 8,182 Furniture and fixtures 594 594 Computer equipment 373 373 Software 199 199 Leasehold improvements 6,282 6,289 Construction in process 762 — Total property and equipment 16,679 15,637 Less: accumulated depreciation ( 8,791 ) ( 8,269 ) Property and equipment, net $ 7,888 $ 7,368 Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 0.5 million and $ 0.6 million, respectively. |
Additional Balance Sheet Detail
Additional Balance Sheet Detail | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Detail | 6. Additional Balance Sheet Detail Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid expenses $ 3,292 $ 3,400 Prepaid sign-on bonuses subject to vesting provisions 405 326 Interest income receivable 406 473 Other 47 — Total prepaid expenses and other current assets $ 4,150 $ 4,199 Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, External research and development $ 3,795 $ 3,171 Payroll and benefits 2,000 4,990 Professional services 1,010 996 Other 134 74 Total accrued expenses and other current liabilities $ 6,939 $ 9,231 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | 7. Preferred Stock As of March 31, 2022 and December 31, 2021 , 5,000,000 shares of undesignated preferred stock were authorized. No shares of preferred stock were issued or outstanding as of March 31, 2022 and December 31, 2021. No dividends have been declared since inception. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock As of March 31, 2022 and December 31, 2021 , 200,000,000 shares of common stock, $ 0.001 par value per share, were authorized. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders . Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors, subject to the preferential dividend rights of any preferred stock then outstanding. No dividends have been declared or paid by the Company since its inception. As of March 31, 2022 and December 31, 2021, the Company has reserved for future issuance the following number of shares of common stock: March 31, December 31, Shares reserved for exercises of outstanding stock options 6,526,973 5,188,354 Shares reserved for vesting of restricted stock units 44,427 — Shares reserved for future issuance under the 2019 Stock Incentive Plan 953,886 286,324 Shares reserved for future issuance under the 2019 Employee Stock Purchase Plan 1,113,021 706,658 Shares reserved for future issuance under the 2022 Inducement Stock Incentive Plan 1,718,480 — 10,356,787 6,181,336 |
Stock-based Compensation Expens
Stock-based Compensation Expense | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Expense | 9. Stock-based Compensation Expense 2016 Stock Incentive Plan In July 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”), which provided for the grant of restricted stock awards, restricted stock units, incentive stock options, non-statutory stock options, and other stock-based awards to the Company’s eligible employees, officers, directors, consultants, and advisors. As of the effective date of the 2019 Stock Incentive Plan (the “2019 Plan”), and as of March 31, 2022 , no shares remained available for future issuance under the 2016 Plan. Any options or other awards outstanding under the 2016 Plan remain outstanding and effective. 2019 Stock Incentive Plan On July 2, 2019, the Company’s stockholders approved the 2019 Plan, which became effective on July 17, 2019. The 2019 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards to the Company’s officers, employees, directors, consultants and advisors. The number of shares initially reserved for issuance under the 2019 Plan was 2,017,142 shares, plus the shares of common stock remaining available for issuance under the 2016 Plan as of July 17, 2019. The number of shares reserved was annually increased on January 1, 2020 and will be increased each January 1 thereafter through January 1, 2029 by the least of (i) 2,000,000 shares, (ii) 4 % of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2022, the number of shares reserved for issuance under the 2019 Plan was increased by 1,625,455 shares. As of March 31, 2022, there were 953,886 shares available for future issuance under the 2019 Plan. The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2016 Plan or the 2019 Plan will be added back to the shares of common stock available for issuance under the 2019 Plan. As of July 17, 2019, no further awards will be made under the 2016 Plan. 2022 Inducement Stock Incentive Plan In February 2022, the Company's board of directors adopted the 2022 Inducement Stock Incentive Plan (the "Inducement Plan"), pursuant to which the Company may grant , subject to the terms of the Inducement Plan and Nasdaq rules, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The Company initially reserved a total of 1,750,000 shares of common stock for the issuance of awards under the Inducement Plan. The number of shares reserved and available for issuance under the Inducement Plan can be increased at any time with the approval of the Company’s board of directors. The Inducement Plan permits the board of directors, a delegated committee of the board of directors, or a delegated officer of the Company to grant the stock-based awards available under the Inducement Plan to attract key employees for the growth of the Company. As of March 31, 2022 , there were 1,718,480 shares available for future grant under the Inducement Plan. Restricted Stock Awards The Company may repurchase unvested restricted stock awards at the original purchase price if employees or non-employees are terminated or cease their employment or service relationship with the Company. Shares of common stock repurchased from employees and non-employees are shares held in the Company’s treasury (“Treasury Shares”). The board of directors may, at its discretion, authorize that the Treasury Shares be returned to the pool of authorized but unissued common stock. The shares of common stock underlying restricted stock awards typically vest over a four-year period. The shares of common stock are recorded in stockholders’ equity as they vest. The following table summarizes the Company’s restricted stock award activity during the three months ended March 31, 2022: Number of Weighted Unvested at December 31, 2021 10,174 $ 3.35 Granted — — Vested ( 9,754 ) 3.29 Repurchased — — Unvested at March 31, 2022 420 $ 4.76 Stock Options Stock options granted by the Company typically vest over a four-year period and have a ten year contractual term. Shares issued upon the exercise of stock options are issued from the Company’s pool of authorized but unissued common stock. In addition to stock options granted under the 2019 Plan and 2016 Plan, the Company has granted stock options as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4), which were granted outside of the 2019 Plan and 2016 Plan. The following table summarizes the Company’s stock option activity during the three months ended March 31, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 5,188,354 $ 13.91 8.57 $ 27,082,052 Granted 1,607,401 13.33 Exercised ( 47,627 ) 8.29 Cancelled ( 221,155 ) 12.60 Outstanding at March 31, 2022 6,526,973 $ 13.85 8.11 $ 67,305,741 Exercisable at March 31, 2022 1,668,499 $ 11.66 6.52 $ 20,009,494 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock as of the balance sheet date for those options that had exercise prices lower than the fair value of the Company’s common stock. The weighted average grant date fair value of stock options granted in the three months ended March 31, 2022 and 2021 was $ 9.83 per share and $ 8.85 per share, respectively. The total intrinsic value of stock options exercised during the three months ended March 31, 2022 and 2021 was $ 0.4 million and $ 0.1 million, respectively. The fair value of stock options granted during the three months ended March 31, 2022 and 2021 has been calculated on the date of grant using the following weighted average assumptions: Three Months Three Months Risk-free interest rate 1.7 % 0.7 % Expected dividend yield 0.0 % 0.0 % Expected term (years) 6.0 6.0 Expected stock price volatility 88.6 % 85.6 % Restricted Stock Units The Company has also granted restricted stock units. The shares of common stock underlying restricted stock units typically vest over a four-year period. The shares of common stock are recorded in stockholders’ equity as they vest. The following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2022: Number of Weighted Unvested at December 31, 2021 — $ — Granted 48,421 12.46 Vested — — Cancelled ( 3,994 ) 12.46 Unvested at March 31, 2022 44,427 $ 12.46 The aggregate intrinsic value of all restricted stock units and restricted stock awards that vested during the three months ended March 31, 2022 and 2021 was $ 0.1 million and $ 0.5 million, respectively. Stock-based Compensation Expense The total compensation cost recognized in the statements of operations and comprehensive loss associated with all stock-based compensation awards granted by the Company is as follows (in thousands): Three Months Ended 2022 2021 General and administrative $ 2,465 $ 1,284 Research and development 1,382 789 Total stock-based compensation expense $ 3,847 $ 2,073 As of March 31, 2022 , the Company had an aggregate of $ 44.9 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.99 years. 2019 Employee Stock Purchase Plan On July 2, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 17, 2019. A total of 252,142 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of common stock reserved under the ESPP was annually increased on January 1, 2020, and will be increased on each January 1 thereafter through January 1, 2029, by the least of (i) 428,571 shares of common stock, (ii) 1 % of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2022, the number of shares reserved for issuance under the 2019 ESPP was increased by 406,363 shares. As of March 31, 2022 , there were 1,113,021 shares available for future issuance under the ESPP. |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 10. Collaboration and License Agreements Acceleron Collaboration Agreement On December 20, 2019, the Company entered into the Acceleron Collaboration Agreement to identify biological targets to modulate specific pathways associated with a targeted indication within the pulmonary disease space (the “Indication”). Under the terms of the Acceleron Collaboration Agreement, the Company granted Acceleron an exclusive worldwide license under certain intellectual property rights to make, have made, use, sell, have sold, import, export, distribute and have distributed, market, have marketed, promote, have promoted, or otherwise exploit molecules and products directed against or expressing certain biological targets identified by the Company for the treatment, prophylaxis, or diagnosis of the Indication. Pursuant to a mutually agreed research plan, the Company will perform assay screening and related research activities to identify and validate potential biological targets for further research, in order to support the development, manufacture and commercialization of product candidates by Acceleron. Upon completion of the research activities, the Company will deliver a data package to Acceleron with respect to the biological targets identified by the Company in the conduct of the research activities for the treatment, prophylaxis, or diagnosis of the Indication. As provided for under the exclusive worldwide license that was conveyed at the inception of the arrangement, Acceleron has the right to designate a specified number of the biological targets identified by the Company for Acceleron’s research, development, manufacture and commercialization of products or molecules directed to such targets for the treatment, prophylaxis, or diagnosis of the Indication (the “Targets”). If Acceleron does not designate any Targets during the designated period, then the Acceleron Collaboration Agreement will automatically terminate. If Acceleron designates one or more Targets, then Acceleron will be obligated to use commercially reasonable efforts to seek regulatory approval for one product directed to a Target in certain specified countries. Upon receipt of regulatory approval for any product directed to a Target, Acceleron must use commercially reasonable efforts to commercialize such product in certain specified countries. Acceleron may also request that the Company perform medicinal chemistry services related to the generation and optimization of molecules directed against or expressing biological targets for the treatment, prophylaxis, or diagnosis of the Indication beyond the scope of the research plan. If the Company agrees to provide such medicinal chemistry services, the Company and Acceleron will negotiate to determine the scope, timeline and budget for such medicinal chemistry services. The Company received a non-refundable upfront payment of $ 10.0 million in December 2019 upon the execution of the Acceleron Collaboration Agreement. The Company is entitled to research milestone payments of up to $ 18.5 million in the aggregate upon achievement of specified research milestones, development milestone payments of up to $ 202.5 million in the aggregate upon achievement of specified clinical and regulatory milestones, and sales milestones payments of up to $ 217.5 million in the aggregate upon the achievement of certain aggregate annual worldwide net sales milestones for certain products directed to a Target that have achieved such milestones. To date, the Company has achieved $ 2.0 million of specified research milestones. In addition, the Company is entitled to tiered royalties ranging from a mid single-digit percentage to a low double-digit percentage on Acceleron’s annual worldwide net sales of products directed to any Target, subject to reduction in specified circumstances. The Company is also entitled to receive reimbursement from Acceleron for research costs incurred under the research plan, including internal and external costs. The Acceleron Collaboration Agreement continues on a country-by-country and Target-by-Target basis until the last to expire royalty term for a product directed to such Target, at which time the Acceleron Collaboration Agreement expires with respect to such Target in such country. Either party has the right to terminate the Acceleron Collaboration Agreement if the other party has materially breached in the performance of its obligations under the contract and such breach has not been cured within the applicable cure period. Acceleron also has the right to terminate the Acceleron Collaboration Agreement for convenience in its entirety or on a Target-by-Target and, if the Company performs medicinal chemistry services, on a molecule-by-molecule basis with respect to any molecule directed against a Target. While the Company is performing the research activities pursuant to the research plan and for a specified period thereafter, the Company may not research, develop, manufacture, commercialize, use, or otherwise exploit any compound or product for the treatment, prophylaxis, or diagnosis of the Indication other than for Acceleron. While the Company is performing the research activities pursuant to the research plan and for a specified period thereafter, other than for Acceleron, the Company may not research, develop, manufacture, commercialize, use, or otherwise exploit any compound or product for the treatment, prophylaxis, or diagnosis of the Indication that is directed against certain specified biological targets identified by the Company in the performance of the research activities. Accounting Analysis Identification of the Contract The Company assessed the Acceleron Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC 606. Identification of the Promises and Performance Obligations The Company determined that the Acceleron Collaboration Agreement contains the following promises: (i) an exclusive worldwide license under certain intellectual property rights, including rights to a specified number of biological targets identified by the Company for the treatment, prophylaxis, or diagnosis of a targeted indication within the pulmonary disease space that was conveyed at the inception of the arrangement (the “License”), (ii) research services to identify and validate potential biological targets (the “Research Services”), and (iii) participation in the joint steering committee (the “JSC”). The Company assessed the above promises and concluded that the License is not capable of being distinct from the Research Services given that the License has limited value without the performance of the Research Services and the Research Services can only be performed by the Company due to their specialized nature. Therefore, the Company has concluded that the License and the Research Services represent a single combined performance obligation. The Company also assessed the participation on the JSC and concluded that the promise is quantitatively and qualitatively immaterial in the context of the Acceleron Collaboration Agreement. Accordingly, the Company has disregarded its participation on the JSC as a performance obligation. The potential medicinal chemistry services were not identified as a promised good or service because the Company is under no obligation to provide those services. Determination of the Transaction Price The Company received a non-refundable upfront payment of $ 10.0 million upon the execution of the Acceleron Collaboration Agreement, which the Company included in the transaction price. In December 2020, the Company achieved $ 2.0 million of specified research milestones associated with the Acceleron Collaboration Agreement, which the Company has included in the transaction price. Based on the continued uncertainty associated with the achievement of any of the remaining research and development milestone payments that the Company is eligible to receive, the Company has constrained the variable consideration associated with those remaining milestone payments and excluded them from the transaction price. As part of its evaluation of constraining the remaining research and development milestones, the Company considered numerous factors, including the fact that the achievement of the research and development milestones are contingent upon the results of the underlying research and development activities and are thus outside of the control of the Company. The Company also included in the transaction price the expected amount of costs to be reimbursed for the Research Services. The Company reassesses the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjusts its estimate of the transaction price. There was no change in the amount of variable consideration constrained during the three months ended March 31, 2022. Any consideration related to sales milestone payments (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Acceleron and therefore are recognized at the later of when the related sales occur or the performance obligation is satisfied. Allocation of the Transaction Price to Performance Obligations As noted above, the Company has identified a single performance obligation associated with the Acceleron Collaboration Agreement. Therefore, the Company will allocate the entire amount of the transaction price to the identified single performance obligation. Recognition of Revenue The Company recognizes revenue related to the Acceleron Collaboration Agreement over time as the Research Services are rendered. The Company has concluded that an input method is a representative depiction of the transfer of services under the Acceleron Collaboration Agreement. The method of measuring progress towards the delivery of the services incorporates actual cumulative internal and external costs incurred relative to total internal and external costs expected to be incurred to satisfy the performance obligation. The period over which total costs are estimated reflects the Company’s estimate of the period over which it will perform the Research Services. Changes in estimates of total internal and external costs expected to be incurred are recognized in the period of change as a cumulative catch-up adjustment. During the three months ended March 31, 2022 , the Company recognized $ 0.9 million of collaboration revenue associated with the Acceleron Collaboration Agreement, which includes $ 0.5 million of revenue recognized that was included in deferred revenue as of December 31, 2021. During the three months ended March 31, 2021 , the Company recognized $ 2.6 million of collaboration revenue under the Acceleron Collaboration Agreement, which includes $ 2.1 million of revenue recognized that was included in deferred revenue as of December 31, 2020 . As of March 31, 2022 and December 31, 2021 , the Company recorded deferred revenue of $ 0.1 million and $ 0.6 million, respectively, associated with the Acceleron Collaboration Agreement, which is classified as either current or net of current portion in the accompanying consolidated balance sheets based on the period over which the revenue is expected to be recognized. The aggregate deferred revenue balance represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 , the Company had received $ 4.6 million of cost reimbursement payments under the Acceleron Collaboration Agreement and $ 2.0 million associated with the achievement of specified research milestones. As of December 31, 2021 , the Company had received $ 3.9 million of cost reimbursement payment under the Acceleron Collaboration Agreement and $ 2.0 million associated with the achievement of specified research milestones. As of March 31, 2022 , the Company recorded unbilled accounts receivable of $ 0.4 million related to reimbursable research and development costs under the Acceleron Collaboration Agreement for activities performed during the three months ended March 31, 2022. As of December 31, 2021 , the Company recorded unbilled accounts receivable of $ 0.7 million related to reimbursable research and development costs under the Acceleron Collaboration Agreement for activities performed during the three months ended December 31, 2021. As of March 31, 2022 and December 31, 2021 , the Company recorded no accounts receivable under the Acceleron Collaboration Agreement. MyoKardia Collaboration Agreement On July 20, 2020, the Company entered into the MyoKardia Collaboration Agreement, pursuant to which the Company granted to MyoKardia an exclusive worldwide license under certain intellectual property rights to research, develop, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, have imported, export, have exported, distribute, have distributed, market, have marketed, promote, have promoted, or otherwise exploit products directed against certain biological targets identified by the Company that are capable of modulating up to a certain number of genes of interest with relevance to certain genetically defined cardiomyopathies. Pursuant to a mutually agreed research plan, the Company will perform assay screening and related research activities to identify and validate up to a specified number of potential cardiomyopathy gene targets (“Identified Targets”) for further research, development, manufacture and commercialization by MyoKardia. The Company and MyoKardia will work together to determine how best to advance at each stage of the research activities under the research plan and to identify which of the Identified Targets, if any, meet the criteria set forth in the research plan (the “Cardiomyopathy Target Candidates”). Upon completion of the research plan, the parties will work together to prepare a final data package and MyoKardia may designate certain Cardiomyopathy Target Candidates for MyoKardia’s further exploitation under the MyoKardia Collaboration Agreement (the “Cardiomyopathy Targets”). If MyoKardia does not designate any Cardiomyopathy Targets during the designated period, then the MyoKardia Collaboration Agreement will automatically terminate. If MyoKardia designates one or more Cardiomyopathy Targets, then MyoKardia will be obligated to use commercially reasonable efforts to seek regulatory approval for and to commercialize one product directed against an Identified Target in certain specified countries. During the period in which the Company is performing the research activities pursuant to the research plan (the “Research Term”) and for a specified period beyond the Research Term if MyoKardia designates a Cardiomyopathy Target, the Company may only use the data generated from such research activities for MyoKardia in accordance with the MyoKardia Collaboration Agreement. During the Research Term and for a specified period thereafter, the Company may not research, develop, manufacture, commercialize, use, or otherwise exploit any compound or product (a) that is a Compound or Product under the MyoKardia Collaboration Agreement that is directed against the Cardiomyopathy Target Candidates for the treatment, prophylaxis, or diagnosis of any indication or (b) for the treatment of any genetically defined cardiomyopathies shown to be related to certain specified genes of interest that are modulated by the Cardiomyopathy Targets. Under the MyoKardia Collaboration Agreement, MyoKardia made a $ 10.0 million upfront payment and a $ 2.5 million payment as prepaid research funding to the Company in July 2020. MyoKardia will also reimburse the Company for the costs of the research activities not covered by the prepaid research funding, up to a maximum amount of total research funding (including the prepaid research funding). Upon the achievement of specified preclinical, development and sales milestones, the Company will be entitled to preclinical milestone payments, development milestone payments and sales milestone payments of up to $ 298.5 million in the aggregate per target for certain Identified Targets, and of up to $ 150.0 million in the aggregate per target for certain other Identified Targets. To date, the Company has achieved a $ 2.5 million specified preclinical milestone. MyoKardia will also pay the Company tiered royalties ranging from a mid single-digit percentage to a low double-digit percentage based on MyoKardia’s, and any of its affiliates’ and sublicensees’, annual worldwide net sales of products under the MyoKardia Collaboration Agreement directed against any Identified Target. The royalties are payable on a product-by-product basis during a specified royalty term, and may be reduced in specified circumstances. The MyoKardia Collaboration Agreement continues on a country-by-country and product-by-product basis until the last to expire royalty term for a product, at which time the MyoKardia Collaboration Agreement expires with respect to such product in such country. Either party has the right to terminate the MyoKardia Collaboration Agreement if the other party has materially breached in the performance of its obligations under the MyoKardia Collaboration Agreement and such breach has not been cured within the applicable cure period. MyoKardia also has the right to terminate the MyoKardia Collaboration Agreement for convenience in its entirety or on a target-by-target, product-by-product or molecule-by-molecule basis. Accounting Analysis Identification of the Contract The Company assessed the MyoKardia Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC 606. Identification of the Promises and Performance Obligations The Company determined that the MyoKardia Collaboration Agreement contains the following promises: (i) an exclusive worldwide license under certain intellectual property rights, including rights to a specified number of potential cardiomyopathy gene targets identified by the Company for further research, development, manufacture and commercialization for the treatment, prophylaxis, or diagnosis of certain genetically defined cardiomyopathies that was conveyed at the inception of the arrangement (the “MyoKardia License”), (ii) research services to identify and validate potential biological targets (the “MyoKardia Research Services”), and (iii) participation in the joint steering committee (the “MyoKardia JSC”). The Company assessed the above promises and concluded that the MyoKardia License is not capable of being distinct from the MyoKardia Research Services given that the MyoKardia License has limited value without the performance of the MyoKardia Research Services and the MyoKardia Research Services can only be performed by the Company due to their specialized nature. Therefore, the Company has concluded that the MyoKardia License and the MyoKardia Research Services represent a single combined performance obligation. The Company also assessed the participation on the MyoKardia JSC and concluded that the promise is quantitatively and qualitatively immaterial in the context of the MyoKardia Collaboration Agreement. Accordingly, the Company has disregarded its participation on the MyoKardia JSC as a performance obligation. Determination of the Transaction Price The Company received a non-refundable upfront payment of $ 10.0 million, which the Company included in the transaction price. In December 2021, the Company achieved a $ 2.5 million specified preclinical milestone associated with the MyoKardia Collaboration Agreement, which was previously constrained due to the significant uncertainty regarding whether such preclinical milestone would be achieved. The Company included this amount in the transaction price as of December 31, 2021. Based on the continued uncertainty associated with the achievement of any of the remaining preclinical and development milestone payments that the Company is eligible to receive, the Company has constrained the variable consideration associated with those milestone payments and excluded them from the transaction price. As part of its evaluation of constraining the preclinical and development milestones, the Company considered numerous factors, including the fact that the achievement of the preclinical and development milestones are contingent upon the results of the underlying preclinical and development activities and are thus outside of the control of the Company. The Company also included in the transaction price the expected amount of costs to be reimbursed for the MyoKardia Research Services, which includes the $ 2.5 million prepaid research funding payment that the Company received in the third quarter of 2020. The Company reassesses the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjusts its estimate of the transaction price. There was no change in the amount of variable consideration constrained during the three months ended March 31, 2022. Any consideration related to sales milestone payments (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to MyoKardia and therefore are recognized at the later of when the related sales occur or the performance obligation is satisfied. Allocation of the Transaction Price to Performance Obligations As noted above, the Company has identified a single performance obligation associated with the MyoKardia Collaboration Agreement. Therefore, the Company will allocate the entire amount of the transaction price to the identified single performance obligation. Recognition of Revenue The Company recognizes revenue related to the MyoKardia Collaboration Agreement over time as the MyoKardia Research Services are rendered. The Company has concluded that an input method is a representative depiction of the transfer of services under the MyoKardia Collaboration Agreement. The method of measuring progress towards the delivery of the services incorporates actual cumulative internal and external costs incurred relative to total internal and external costs expected to be incurred to satisfy the performance obligation. The period over which total costs are estimated reflects the Company’s estimate of the period over which it will perform the MyoKardia Research Services. Changes in estimates of total internal and external costs expected to be incurred are recognized in the period of change as a cumulative catch-up adjustment. During the three months ended March 31, 2022 , the Company recognized $ 1.7 million of collaboration revenue associated with the MyoKardia Collaboration Agreement, which includes $ 1.3 million of revenue recognized that was included in deferred revenue as of December 31, 2021. During the three months ended March 31, 2021 , the Company recognized $ 2.2 million of collaboration revenue associated with the MyoKardia Collaboration Agreement , all of which was included in deferred revenue as of December 31, 2020. As of March 31, 2022 and December 31, 2021 , the Company recorded deferred revenue of $ 2.8 million and $ 4.1 million, respectively, associated with the MyoKardia Collaboration Agreement, which is classified as either current or net of current portion in the accompanying consolidated balance sheets based on the period over which the revenue is expected to be recognized. The aggregate deferred revenue balance represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of March 31, 2022. As of March 31, 2022 , the Company had received $ 3.7 million of cost reimbursement payments under the MyoKardia Collaboration Agreement and $ 2.5 million associated with the achievement of a preclinical milestone. As of December 31, 2021, the Company had received $ 3.2 million of cost reimbursement payments under the MyoKardia Collaboration Agreement and no milestone or royalty payments. As of March 31, 2022 , the Company recorded unbilled accounts receivable of $ 0.4 million related to reimbursable research and development costs under the MyoKardia Collaboration Agreement for activities performed during the three months ended March 31, 2022. As of December 31, 2021 , the Company recorded unbilled accounts receivable of $ 0.5 million related to reimbursable research and development costs under the MyoKardia Collaboration Agreement for activities performed during the three months ended December 31, 2021. As of March 31, 2022 , the Company recorded no accounts receivable under the MyoKardia Collaboration Agreement. As of December 31, 2021, the Company recorded accounts receivable of $ 2.5 million under the MyoKardia Collaboration Agreement associated with the achievement of a preclinical milestone in December 2021. |
Right of Reference and License
Right of Reference and License Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Right of Reference and License Agreement | 11. Right of Reference and License Agreement In February 2019, the Company entered into the right of reference and license agreement, as amended (the “GSK Agreement”), with subsidiaries of GlaxoSmithKline plc (collectively referred to as “GSK”), pursuant to which the Company has been granted an exclusive worldwide license to develop and commercialize losmapimod. Under the GSK Agreement, the Company also acquired reference rights to relevant regulatory and manufacturing documents and GSK’s existing supply of losmapimod drug substance and product. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions. The Company is obligated to use commercially reasonable efforts to develop and commercialize losmapimod at its sole cost. The Company is also responsible for costs related to the filing and maintenance of the licensed patent rights. Under the GSK Agreement, the Company issued 12,500,000 shares of Series B Preferred Stock to GSK. In addition, the Company may owe GSK up to $ 37.5 million in certain specified clinical and regulatory milestones, including $ 2.5 million previously achieved and paid during 2019, and up to $ 60.0 million in certain specified sales milestones. The Company has agreed to pay tiered royalties on annual net sales of losmapimod that range from mid single-digit percentages to a low double-digit, but less than teens, percentage. The royalties are payable on a product-by-product and country-by-country basis, and may be reduced in specified circumstances. The GSK Agreement may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the GSK Agreement will continue in effect until the expiration of the Company’s royalty obligations, which expire on a country-by-country basis on the later of (i) ten years after the first commercial sale in the country or (ii) approval of a generic version of losmapimod by the applicable regulatory agency. The Company will recognize clinical and regulatory milestone payments when the underlying contingency is resolved and the consideration is paid or becomes payable. The milestone payments will be capitalized or expensed depending on the nature of the associated asset as of the date of recognition. The Company will record sales milestone payments and royalties as additional expense of the related product sales in the period in which the corresponding sales occur. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases, Operating Leases | 12. Leases Operating Leases 26 Landsdowne Street In November 2017, the Company entered into a lease agreement for its current corporate headquarters comprising approximately 28,731 square feet of office and laboratory space at 26 Landsdowne Street in Cambridge, Massachusetts, commencing December 2017. The Company began to occupy and use the leased space for its intended purpose in June 2018. The lease ends on June 30, 2028 . The Company has the option to extend the term of the lease for an additional five-year period, at the market rate, by giving the landlord written notice of its election to exercise the extension at least nine months prior to the original expiration of the lease term. The lease has a total commitment of $ 25.1 million over the ten year term, and includes escalating rent payments. The lease provides the Company with an allowance for normal leasehold improvements of $ 5.0 million. The lease agreement requires the Company to either pay a security deposit or maintain a letter of credit of $ 1.1 million. The Company maintains a letter of credit for this lease and has recorded the cash held to secure the letter of credit as restricted cash on the consolidated balance sheet as of March 31, 2022 and December 31, 2021. Accounting Under ASU 2016-02, as Amended As a result of the adoption of ASU 2016-02, as amended, on January 1, 2022, the Company recorded a right-of-use asset and a corresponding lease liability associated with the 26 Landsdowne Street lease on the consolidated balance sheet as of March 31, 2022. As there is no rate implicit in the 26 Landsdowne Street lease, the Company estimated its incremental borrowing rate based upon a synthetic credit rating and yield curve analysis. Based upon this analysis, the Company calculated a discount rate of 6.1 % for the lease. As of March 31, 2022, the remaining lease term was 6.3 years. Pursuant to ASU 2016-02, as amended, operating lease expense and variable lease expense associated with this lease for the three months ended March 31, 2022 was approximately $ 0.5 million, and $ 0.3 million, respectively. The future minimum lease payments associated with the 26 Landsdowne Street lease as of March 31, 2022, are as follows (in thousands): 2022 (1) $ 1,828 2023 2,497 2024 2,572 2025 2,649 2026 2,729 Thereafter 4,237 Total minimum lease payments 16,512 Less: imputed interest 2,874 Total lease liability $ 13,638 1. Amounts are for the nine months ending December 31, 2022. Accounting Under ASC 840 Prior to the adoption of ASU 2016-02, as amended, and pursuant to the legacy guidance within ASC 840, the Company recorded rent expense on a straight-line basis through the end of the lease term and also recorded deferred rent on the consolidated balance sheets. The Company recorded the leasehold improvement incentives as a deferred lease incentive on the consolidated balance sheets and amortized the deferred lease incentive through a reduction of rent expense ratably over the lease term. Pursuant to ASC 840, re nt expense associated with this lease for the three months ended March 31, 2021 was approximately $ 0.5 million. Under ASC 840, minimum rental commitments under non-cancelable leases for each of the next five years and total thereafter as of December 31, 2021, were as follows (in thousands): 2022 $ 2,424 2023 2,497 2024 2,572 2025 2,649 2026 2,729 Thereafter 4,237 Total minimum lease payments 17,108 125 Sidney Street In November 2021, the Company entered into a lease agreement comprising approximately 12,196 square feet of office space at 125 Sidney Street in Cambridge, Massachusetts, commencing November 2021. The Company began recognizing rent expense associated with this lease during November 2021. The lease ends on March 31, 2024. The Company has the option to extend the term of the lease for two successive one-year periods, at the market rate, by giving the landlord written notice of its election to exercise the extension at least nine months prior to the original expiration of the lease term. The lease has a total commitment of $ 1.7 million over the initial term, and includes escalating rent payments. Accounting Under ASU 2016-02, as Amended As a result of the adoption of ASU 2016-02, as amended, on January 1, 2022, the Company recorded a right-of-use asset and a corresponding lease liability associated with the 125 Sidney Street lease on the consolidated balance sheet as of March 31, 2022. As there is no rate implicit in the 125 Sidney Street lease, the Company estimated its incremental borrowing rate based upon a synthetic credit rating and yield curve analysis. Based upon this analysis, the Company calculated a discount rate of 4.2 % for the lease. As of March 31, 2022, the remaining lease term was 2.0 years. Pursuant to ASU 2016-02, as amended, operating lease expense associated with this lease for the three months ended March 31, 2022 was approximately $ 0.2 million. No variable lease expense was recorded associated with this lease for the three months ended March 31, 2022. The future minimum lease payments associated with this lease as of March 31, 2022, are as follows (in thousands): 2022 (1) $ 613 2023 836 2024 210 Total minimum lease payments 1,659 Less: imputed interest 71 Total lease liability $ 1,588 1. Amounts are for the nine months ending December 31, 2022. Accounting Under ASC 840 Prior to the adoption of ASU 2016-02, as amended, and pursuant to the legacy guidance within ASC 840, the Company recorded rent expense on a straight-line basis through the end of the lease term and also recorded deferred rent on the consolidated balance sheets. No rent expense was recorded during the three months ended March 31, 2021 as the Company had not yet entered into the lease agreement. Under ASC 840, minimum rental commitments under non-cancelable leases for each of the next five years and total thereafter as of December 31, 2021, were as follows (in thousands): 2022 $ 613 2023 836 2024 210 Total minimum lease payments $ 1,659 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Other Agreements The Company has agreements with third parties in the normal course of business under which it can license certain developed technologies. If the Company exercises its rights to license the technologies, it may be subject to additional fees and milestone payments. As of March 31, 2022, the Company has not exercised its rights to license such technologies. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters arising out of the relationship between such parties and the Company. In addition, the Company has entered into indemnification agreements with members of its board of directors and senior management that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and it has no t accrued any liabilities related to such obligations as of March 31, 2022 or December 31, 2021. Legal Proceedings The Company is not currently a 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 the costs related to its legal proceedings as they are incurred. No such costs have been incurred during the three months ended March 31, 2022 and 2021 . |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 14. Defined Contribution Plan The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “ 401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants the option to elect to defer a portion of their annual compensation on a pretax basis. As currently established, the Company is not required to make contributions to the 401(k) Plan. T he Company made $ 0.2 million in contributions to the 401(k) Plan for the three months ended March 31, 2022 . No contributions were made to the 401(k) Plan for the three months ended March 31, 2021 . |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 15. Net Loss per Share The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended 2022 2021 Outstanding stock options 6,526,973 4,206,984 Unvested restricted stock units 44,427 — Unvested restricted stock awards 420 83,018 Total 6,571,820 4,290,002 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Fulcrum Therapeutics Securities Corp., which is a Massachusetts subsidiary created to buy, sell, and hold securities. All intercompany transactions and balances have been eliminated. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The significant accounting policies and estimates used in the preparation of the accompanying consolidated financial statements are described in the Company’s audited consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2022, except as noted below with respect to the Company’s accounting policies related to leases . |
Leases | Leases Effective January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). For contracts entered into on or after the effective date, at the inception of a contract, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than twelve months are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. The Company does not recognize leases with terms of twelve months or less on the balance sheet. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew the lease. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset or (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any of these criteria. For all operating leases, a lease liability and corresponding right-of-use asset are recognized. The lease liability represents the present value of the lease payments over the expected remaining lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. To estimate the Company’s incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating and yield curve analysis, since the Company does not have a rating agency-based credit rating. The right-of-use asset represents the right to use the leased asset for the lease term. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred if any, less any lease incentives received. Lease payments included in the measurement of the lease liability comprise (i) the fixed noncancelable lease payments, (ii) payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and (iii) payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease expense for operating leases consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that are not included in the initial lease liability and lease payments incurred in the period for any leases with an initial term of 12 months or less. The Company accounts for lease and non-lease components together as a single lease component. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of expenses during the reported periods. Estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock-based compensation expense, and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ from those estimates or assumptions. |
Off-Balance Sheet Risk and Concentrations of Credit Risk | Off-Balance Sheet Risk and Concentrations of Credit Risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and restricted cash. The Company’s cash, cash equivalents, and restricted cash are deposited in accounts at large financial institutions. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, cash equivalents and restricted cash are held. The Company maintains its cash equivalents in U.S. Treasury securities and money market funds that invest in U.S. Treasury securities. The Company’s marketable securities primarily consist of U.S. Treasury securities, corporate bonds, and commercial paper, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy that limits the amounts the Company may invest in any one type of investment. The Company has not experienced any credit losses and does not believe it is exposed to any significant credit risk on these funds. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements—To Be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard requires allowances to be recorded instead of reducing the amortized cost of the investment. The new standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes . The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The new standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial position and results of operations. Recent Accounting Pronouncements—Adopted In February 2016, the FASB ASU 2016-02, as amended by various subsequently issued ASUs. The standard requires lessees to recognize an operating lease with a term greater than one year on their balance sheets as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. Lessees are required to classify leases as either finance or operating leases. If the lease is effectively a financed-purchase by the lessee, it is classified as a financing lease, otherwise it is classified as an operating lease. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which permits entities to continue applying legacy guidance in ASC 840, Leases , including its disclosure requirements, in the comparative periods presented in the year that the entity adopts the new leasing standard. Under this transition method, the cumulative effect of initially applying ASU 2016-02, as amended, is recognized as an adjustment to the opening balance of retained earnings or accumulated deficit at the beginning of the annual reporting period that includes the date of initial application. Accordingly, the Company adopted the new standard effective January 1, 2022 using the transition method permitted by ASU 2016-02, as amended. In adopting the new standard, the Company elected to utilize certain available expedients by electing the transition package of practical expedients permitted within ASU 2016-02, which allow the Company to not reassess previous accounting conclusions around whether arrangements are, or contain, leases, the classification of existing or expired leases, and the treatment of previous initial direct costs that would qualify for capitalization under the new standard. The Company elected to apply the practical expedient to not separate lease and non-lease components for new and modified leases. The Company also made an accounting policy election to exclude leases with an initial term of twelve months or less from the balance sheet. Upon the adoption of ASU 2016-02, as amended, the Company removed its legacy deferred rent balances that were previously recorded under ASC 840 and established an operating lease right-of-use asset of $ 10.8 million, an operating lease liability, current of $ 2.2 million and an operating lease liability, net of current portion of $ 13.4 million, all relating to the Company’s existing operating leases for office and laboratory space. The following table presents a summary of the amount by which each financial statement line item was affected by the adoption of ASU 2016-02, as amended (in thousands): January 1, 2022 Prior to the Adoption of ASU 2016, as Amended Effect of Adoption Subsequent to the Adoption of ASU 2016-20, as Amended (in thousands, except per share data) Operating lease right of use asset $ — $ 10,815 10,815 Operating lease liability, current — 2,173 2,173 Accrued expenses and other current liabilities 9,231 ( 50 ) 9,181 Deferred lease incentive, current portion 469 ( 469 ) — Operating lease liability, net of current portion — 13,423 13,423 Deferred rent, excluding current portion 1,680 ( 1,680 ) — Deferred lease incentive, excluding current portion 2,582 ( 2,582 ) — Th e adoption of ASU 2016-02, as amended, did not have a material impact on the consolidated statements of operations and comprehensive loss or the consolidated statement of cash flows for the three months ended March 31, 2022 . See Note 12, “Commitments and Contingencies”, for further information on the application of ASU 2016-02, as amended, to the Company’s operating lease for its existing operating leases for office and laboratory space. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Financial Statement Line Item Affected by the Adoption of ASU 2016-02, as Amended | The following table presents a summary of the amount by which each financial statement line item was affected by the adoption of ASU 2016-02, as amended (in thousands): January 1, 2022 Prior to the Adoption of ASU 2016, as Amended Effect of Adoption Subsequent to the Adoption of ASU 2016-20, as Amended (in thousands, except per share data) Operating lease right of use asset $ — $ 10,815 10,815 Operating lease liability, current — 2,173 2,173 Accrued expenses and other current liabilities 9,231 ( 50 ) 9,181 Deferred lease incentive, current portion 469 ( 469 ) — Operating lease liability, net of current portion — 13,423 13,423 Deferred rent, excluding current portion 1,680 ( 1,680 ) — Deferred lease incentive, excluding current portion 2,582 ( 2,582 ) — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis and Level of Fair Value Hierarchy Classification | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the fair value hierarchy classification of such fair values as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 21,815 $ 21,815 $ — $ — U.S. Treasury securities 11,498 11,498 Marketable securities: U.S. Treasury securities 4,990 — 4,990 Corporate bonds 91,558 — 91,558 — Commercial paper 65,251 — 65,251 — Total $ 195,112 $ 33,313 $ 161,799 $ — Fair Value Measurements at Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 35,412 $ 35,412 $ — $ — Marketable securities: Corporate bonds 101,368 — 101,368 — Commercial paper 81,382 — 81,382 — Total $ 218,162 $ 35,412 $ 182,750 $ — |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Marketable Securities | Cash equivalents and marketable securities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at Amortized Gross Gross Fair Value Cash equivalents: Money market funds $ 21,815 $ — $ — $ 21,815 U.S. Treasury securities 11,498 — — 11,498 Total cash equivalents 33,313 — — 33,313 Marketable securities: Corporate bonds 92,425 — ( 867 ) 91,558 Commercial paper 65,471 — ( 220 ) 65,251 U.S. Treasury securities 4,993 — ( 3 ) 4,990 Total marketable securities 162,889 - ( 1,090 ) 161,799 Total cash equivalents and marketable securities $ 196,202 $ — $ ( 1,090 ) $ 195,112 Fair Value Measurements at Amortized Gross Gross Fair Value Cash equivalents: Money market funds $ 35,412 $ — $ — $ 35,412 Total cash equivalents 35,412 — — 35,412 Marketable securities: Corporate bonds 101,697 — ( 329 ) 101,368 Commercial paper 81,450 — ( 68 ) 81,382 Total marketable securities 183,147 - ( 397 ) 182,750 Total cash equivalents and marketable securities $ 218,559 $ — $ ( 397 ) $ 218,162 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, Lab equipment $ 8,469 $ 8,182 Furniture and fixtures 594 594 Computer equipment 373 373 Software 199 199 Leasehold improvements 6,282 6,289 Construction in process 762 — Total property and equipment 16,679 15,637 Less: accumulated depreciation ( 8,791 ) ( 8,269 ) Property and equipment, net $ 7,888 $ 7,368 |
Additional Balance Sheet Deta_2
Additional Balance Sheet Detail (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Prepaid expenses $ 3,292 $ 3,400 Prepaid sign-on bonuses subject to vesting provisions 405 326 Interest income receivable 406 473 Other 47 — Total prepaid expenses and other current assets $ 4,150 $ 4,199 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, External research and development $ 3,795 $ 3,171 Payroll and benefits 2,000 4,990 Professional services 1,010 996 Other 134 74 Total accrued expenses and other current liabilities $ 6,939 $ 9,231 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Potential Conversion of Preferred Stock and Future Issuance of Common Stock | As of March 31, 2022 and December 31, 2021, the Company has reserved for future issuance the following number of shares of common stock: March 31, December 31, Shares reserved for exercises of outstanding stock options 6,526,973 5,188,354 Shares reserved for vesting of restricted stock units 44,427 — Shares reserved for future issuance under the 2019 Stock Incentive Plan 953,886 286,324 Shares reserved for future issuance under the 2019 Employee Stock Purchase Plan 1,113,021 706,658 Shares reserved for future issuance under the 2022 Inducement Stock Incentive Plan 1,718,480 — 10,356,787 6,181,336 |
Stock-based Compensation Expe_2
Stock-based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Stock Option Activity | Shares issued upon the exercise of stock options are issued from the Company’s pool of authorized but unissued common stock. In addition to stock options granted under the 2019 Plan and 2016 Plan, the Company has granted stock options as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4), which were granted outside of the 2019 Plan and 2016 Plan. The following table summarizes the Company’s stock option activity during the three months ended March 31, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 5,188,354 $ 13.91 8.57 $ 27,082,052 Granted 1,607,401 13.33 Exercised ( 47,627 ) 8.29 Cancelled ( 221,155 ) 12.60 Outstanding at March 31, 2022 6,526,973 $ 13.85 8.11 $ 67,305,741 Exercisable at March 31, 2022 1,668,499 $ 11.66 6.52 $ 20,009,494 |
Weighted Average Assumptions Used to Calculate Fair Value of Stock Option | The fair value of stock options granted during the three months ended March 31, 2022 and 2021 has been calculated on the date of grant using the following weighted average assumptions: Three Months Three Months Risk-free interest rate 1.7 % 0.7 % Expected dividend yield 0.0 % 0.0 % Expected term (years) 6.0 6.0 Expected stock price volatility 88.6 % 85.6 % |
Summary of Stock-Based Compensation Expense Recognized | The total compensation cost recognized in the statements of operations and comprehensive loss associated with all stock-based compensation awards granted by the Company is as follows (in thousands): Three Months Ended 2022 2021 General and administrative $ 2,465 $ 1,284 Research and development 1,382 789 Total stock-based compensation expense $ 3,847 $ 2,073 |
2019 Plan and 2016 Plan | |
Summary of Restricted Stock Activity | The following table summarizes the Company’s restricted stock award activity during the three months ended March 31, 2022: Number of Weighted Unvested at December 31, 2021 10,174 $ 3.35 Granted — — Vested ( 9,754 ) 3.29 Repurchased — — Unvested at March 31, 2022 420 $ 4.76 |
Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan | |
Summary of Restricted Stock Activity | The Company has also granted restricted stock units. The shares of common stock underlying restricted stock units typically vest over a four-year period. The shares of common stock are recorded in stockholders’ equity as they vest. The following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2022: Number of Weighted Unvested at December 31, 2021 — $ — Granted 48,421 12.46 Vested — — Cancelled ( 3,994 ) 12.46 Unvested at March 31, 2022 44,427 $ 12.46 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
26 Landsdowne Street | |
Related Party Transaction [Line Items] | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments associated with the 26 Landsdowne Street lease as of March 31, 2022, are as follows (in thousands): 2022 (1) $ 1,828 2023 2,497 2024 2,572 2025 2,649 2026 2,729 Thereafter 4,237 Total minimum lease payments 16,512 Less: imputed interest 2,874 Total lease liability $ 13,638 |
Schedule of minimum rental commitments | Pursuant to ASC 840, re nt expense associated with this lease for the three months ended March 31, 2021 was approximately $ 0.5 million. Under ASC 840, minimum rental commitments under non-cancelable leases for each of the next five years and total thereafter as of December 31, 2021, were as follows (in thousands): 2022 $ 2,424 2023 2,497 2024 2,572 2025 2,649 2026 2,729 Thereafter 4,237 Total minimum lease payments 17,108 |
125 Sidney Street | |
Related Party Transaction [Line Items] | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments associated with this lease as of March 31, 2022, are as follows (in thousands): 2022 (1) $ 613 2023 836 2024 210 Total minimum lease payments 1,659 Less: imputed interest 71 Total lease liability $ 1,588 |
Schedule of minimum rental commitments | Under ASC 840, minimum rental commitments under non-cancelable leases for each of the next five years and total thereafter as of December 31, 2021, were as follows (in thousands): 2022 $ 613 2023 836 2024 210 Total minimum lease payments $ 1,659 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders | The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended 2022 2021 Outstanding stock options 6,526,973 4,206,984 Unvested restricted stock units 44,427 — Unvested restricted stock awards 420 83,018 Total 6,571,820 4,290,002 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 16, 2021 | Jan. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Nature Of Business And Basis Of Presentation [Line Items] | |||||
Issuance of common stock in connection with public offering, net of issuance costs, Shares | 7,590,000 | 4,600,000 | |||
Share price | $ 19 | $ 11 | |||
Proceeds from issuance of common stock under benefit plans, net | $ 348 | $ 93 | |||
Net proceeds of common stock | $ 135,500 | $ 47,400 | |||
Accumulated deficit | $ 328,395 | $ 302,467 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating Lease, Right-of-Use Asset | $ 10,388 | $ 0 |
Operating Lease Liability, current | 2,426 | 0 |
Operating Lease, Liability, Noncurrent | 12,800 | $ 0 |
ASU 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating Lease, Right-of-Use Asset | 10,800 | |
Operating Lease Liability, current | 2,200 | |
Operating Lease, Liability, Noncurrent | $ 13,400 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Financial Statement Line Item Affected by the Adoption of ASU 2016-02, as Amended (Details) - USD ($) | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 10,388,000 | $ 0 | |
Operating Lease Liability, current | 2,426,000 | 0 | |
Accrued expenses and other current liabilities | 6,939,000 | 9,231,000 | |
Deferred lease incentive, current portion | 0 | 469,000 | |
Operating lease liability, net of current portion | 12,800,000 | 0 | |
Deferred lease incentive, excluding current portion | $ 0 | $ 2,582,000 | |
Prior to the Adoption of ASU 2016, as Amended [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 0 | ||
Operating Lease Liability, current | 0 | ||
Accrued expenses and other current liabilities | 9,231 | ||
Deferred lease incentive, current portion | 469 | ||
Operating lease liability, net of current portion | 0 | ||
Deferred rent, excluding current portion | 1,680 | ||
Deferred lease incentive, excluding current portion | 2,582 | ||
Effect of Adoption [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 10,815 | ||
Operating Lease Liability, current | 2,173 | ||
Accrued expenses and other current liabilities | (50) | ||
Deferred lease incentive, current portion | (469) | ||
Operating lease liability, net of current portion | 13,423 | ||
Deferred rent, excluding current portion | (1,680) | ||
Deferred lease incentive, excluding current portion | (2,582) | ||
Subsequent to the Adoption of ASU 2016-20, as Amended [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 10,815 | ||
Operating Lease Liability, current | 2,173 | ||
Accrued expenses and other current liabilities | 9,181 | ||
Deferred lease incentive, current portion | 0 | ||
Operating lease liability, net of current portion | 13,423 | ||
Deferred rent, excluding current portion | 0 | ||
Deferred lease incentive, excluding current portion | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis and Level of Fair Value Hierarchy Utilized (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 33,313,000 | $ 35,412,000 |
Marketable securities | 161,799,000 | 182,750,000 |
Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 195,112,000 | 218,162,000 |
Recurring | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 21,815,000 | 35,412,000 |
Recurring | U.S. Treasury securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 11,498,000 | |
Marketable securities | 4,990,000 | |
Recurring | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 91,558 | 101,368,000 |
Recurring | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 65,251,000 | 81,382,000 |
Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 33,313,000 | 35,412,000 |
Recurring | Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 21,815,000 | 35,412,000 |
Recurring | Level 1 | U.S. Treasury securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 11,498,000 | |
Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 161,799,000 | 182,750,000 |
Recurring | Level 2 | U.S. Treasury securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,990,000 | |
Recurring | Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 91,558 | 101,368,000 |
Recurring | Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 65,251,000 | $ 81,382,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2022USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value transfers between level | $ 0 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | $ 33,313 | $ 35,412 |
Cash equivalents, Fair Value | 33,313 | 35,412 |
Marketable securities, Amortized Cost | 162,889 | 183,147 |
Marketable securities, Gross Unrealized Losses | (1,090) | (397) |
Marketable securities, Fair Value | 161,799 | 182,750 |
Cash Equivalents And Marketable Securities Amortized Cost Basis | 196,202 | 218,559 |
Cash Equivalents And Marketable Securities Accumulated Gross Unrealized Loss Before Tax | (1,090) | 397 |
Cash Equivalents And Marketable Securities Fair Value Disclosure | 195,112 | 218,162 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | 21,815 | 35,412 |
Cash equivalents, Fair Value | 21,815 | 35,412 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 81,450 | |
Marketable securities, Gross Unrealized Losses | (220) | (68) |
Marketable securities, Fair Value | 65,251 | 81,382 |
Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | 11,498 | |
Cash equivalents, Fair Value | 11,498 | |
Marketable securities, Amortized Cost | 92,425 | 101,697 |
Marketable securities, Gross Unrealized Losses | (867) | (329) |
Marketable securities, Fair Value | 91,558 | $ 101,368 |
Corporate Bonds | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 65,471 | |
U.S. Treasury securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities, Amortized Cost | 4,993 | |
Marketable securities, Gross Unrealized Losses | (3) | |
Marketable securities, Fair Value | $ 4,990 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Investments Debt And Equity Securities [Abstract] | |
Sale of marketable securities | $ 0 |
Aggregate fair value of securities, unrealized loss position for less than 12 months | 160,300 |
Securities with other-than-temporary impairment | 0 |
Aggregate fair value of securities, Remaining contractual maturity of greater than one year | $ 16,900 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 16,679 | $ 15,637 |
Less: accumulated depreciation | (8,791) | (8,269) |
Property and equipment, net | 7,888 | 7,368 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 8,469 | 8,182 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 594 | 594 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 373 | 373 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 199 | 199 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 6,282 | 6,289 |
Construction in Process | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 762 | $ 0 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 536 | $ 603 |
Additional Balance Sheet Deta_3
Additional Balance Sheet Detail - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 3,292 | $ 3,400 |
Prepaid sign-on bonuses subject to vesting provisions | 405 | 326 |
Interest income receivable | 406 | 473 |
Other | 47 | 0 |
Total prepaid expenses and other current assets | $ 4,150 | $ 4,199 |
Additional Balance Sheet Deta_4
Additional Balance Sheet Detail - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
External research and development | $ 3,795 | $ 3,171 |
Payroll and benefits | 2,000 | 4,990 |
Professional services | 1,010 | 996 |
Other | 134 | 74 |
Total accrued expenses and other current liabilities | $ 6,939 | $ 9,231 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity, dividends declared | $ 0 | |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity, dividends declared | $ 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 79 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Mar. 31, 2022USD ($)Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Equity [Abstract] | |||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock voting rights | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders | ||
Number of common stock voting rights | Vote | 1 | 1 | |
Dividends declared or paid | $ | $ 0 |
Common Stock - Schedule of Pote
Common Stock - Schedule of Potential Conversion of Preferred Stock and Future Issuance of Common Stock (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 10,356,787 | 6,181,336 |
Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 6,526,973 | 5,188,354 |
Restricted stock Units | ||
Class Of Stock [Line Items] | ||
Shares reserved for vesting of restricted stock units | 44,427 | |
2019 Stock Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 953,886 | 286,324 |
2019 Stock Incentive Plan | Restricted stock Units | ||
Class Of Stock [Line Items] | ||
Shares reserved for vesting of restricted stock units | 0 | |
2019 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 1,113,021 | 706,658 |
2022 Stock Inducement Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 1,718,480 | 0 |
Stock-based Compensation Expe_3
Stock-based Compensation Expense - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2022 | Jul. 02, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2022 | Dec. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 10,356,787 | 6,181,336 | ||||
Unrecognized stock-based compensation expense | $ 44.9 | |||||
Unrecognized stock-based compensation expense, weighted average period expect to recognized | 2 years 11 months 26 days | |||||
2019 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 252,142 | 1,113,021 | ||||
Increase in number of shares reserved for issuance (shares) | 406,363 | 428,571 | ||||
Increase in number of shares reserved for issuance, percent of common stock outstanding | 1.00% | |||||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 6,526,973 | 5,188,354 | ||||
2016 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 0 | |||||
2019 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 2,017,142 | 953,886 | ||||
Increase in number of shares reserved for issuance (shares) | 1,625,455 | 2,000,000 | ||||
Increase in number of shares reserved for issuance, percent of common stock outstanding | 4.00% | |||||
Weighted average grant date fair value | $ 9.83 | $ 8.85 | ||||
Total intrinsic value of stock options exercised | $ 0.4 | $ 0.1 | ||||
2019 Stock Incentive Plan | Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Contractual term | 10 years | |||||
2019 Stock Incentive Plan | Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of restricted stock awards vested | $ 0.1 | $ 0.5 | ||||
2022 Inducement Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 1,718,480 | 1,750,000 |
Stock-based Compensation Expe_4
Stock-based Compensation Expense - Summary of Restricted Stock Activity under 2019 Plan and 2016 Plan (Details) - 2019 Plan and 2016 Plan - Restricted Stock Awards | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning balance | shares | 10,174 |
Number of Shares, Granted | shares | 0 |
Number of Shares, Vested | shares | (9,754) |
Number of Shares, Repurchased | shares | 0 |
Number of Shares, Unvested, Ending balance | shares | 420 |
Weighted Average Grant Date Fair Value, Unvested, Beginning balance | $ / shares | $ 3.35 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.29 |
Weighted Average Grant Date Fair Value, Repurchased | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Unvested, Ending balance | $ / shares | $ 4.76 |
Stock-based Compensation Expe_5
Stock-based Compensation Expense - Summary of Stock Option Activity (Details) - 2019 Plan and 2016 Plan - Stock Option - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 5,188,354 | |
Number of Shares, Granted | 1,607,401 | |
Number of Shares, Exercised | (47,627) | |
Number of Shares, Cancelled | (221,155) | |
Number of Shares, Outstanding, Ending balance | 6,526,973 | 5,188,354 |
Number of Shares, Exercisable | 1,668,499 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 13.91 | |
Weighted Average Exercise Price, Granted | 13.33 | |
Weighted Average Exercise Price, Exercised | 8.29 | |
Weighted Average Exercise Price, Cancelled | 12.60 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 13.85 | $ 13.91 |
Weighted Average Exercise Price, Exercisable | $ 11.66 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 8 years 1 month 9 days | 8 years 6 months 25 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 6 years 6 months 7 days | |
Aggregate Intrinsic Value, Outstanding | $ 67,305,741 | $ 27,082,052 |
Aggregate Intrinsic Value, Exercisable | $ 20,009,494 |
Stock-based Compensation Expe_6
Stock-based Compensation Expense - Summary of Weighted Average Assumptions Used to Calculate Fair Value of Stock Option (Details) - 2019 Plan and 2016 Plan | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.70% | 0.70% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years | 6 years |
Expected stock price volatility | 88.60% | 85.60% |
Stock-based Compensation Expe_7
Stock-based Compensation Expense - Summary of Restricted Stock Activity outside of 2019 and 2016 Plan (Details) - Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan - Restricted stock Units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning balance | shares | 0 |
Number of Shares, Granted | shares | 48,421 |
Number of Shares, Vested | shares | 0 |
Number of Shares, Cancelled | shares | (3,994) |
Number of Shares, Unvested, Ending balance | shares | 44,427 |
Weighted Average Grant Date Fair Value, Unvested, Beginning balance | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 12.46 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 12.46 |
Weighted Average Grant Date Fair Value, Unvested, Ending balance | $ / shares | $ 12.46 |
Stock-based Compensation Expe_8
Stock-based Compensation Expense - Summary of Stock-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,847 | $ 2,073 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,465 | 1,284 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,382 | $ 789 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 | |
Acceleron Collaboration Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Non refundable upfront payment received | $ 10,000,000 | $ 10,000,000 | ||||
Range of tiered royalties on net sales | mid single-digit percentage to a low double-digit percentage | |||||
Change in variable consideration constrained | $ 0 | |||||
Revenues | 900,000 | $ 2,600,000 | ||||
Deferred Revenue | $ 500,000 | $ 2,100,000 | ||||
Accounts Receivable, Related Parties | 0 | 0 | ||||
Deferred revenue current and non-current | 100,000 | 600,000 | ||||
Reimbursement Payment Received | 4,600,000 | 3,900,000 | ||||
Unbilled accounts receivable related to reimbursable research and development cost | 400,000 | 700,000 | ||||
Acceleron Collaboration Agreement | Research Milestones | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Non refundable upfront payment received | $ 2,000,000 | |||||
Aggregate amount receivable on achievement of milestone | 2,000,000 | |||||
Amount received on achievement of milestone | 2,000,000 | 2,000,000 | ||||
Acceleron Collaboration Agreement | Research Milestones | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Aggregate amount receivable on achievement of milestone | 18,500,000 | |||||
Acceleron Collaboration Agreement | Clinical and Regulatory Milestones | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Aggregate amount receivable on achievement of milestone | 202,500,000 | |||||
Acceleron Collaboration Agreement | Worldwide Net Sales Milestones | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Aggregate amount receivable on achievement of milestone | 217,500,000 | |||||
MyoKardia Collaboration and License Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Non refundable upfront payment received | 10,000,000 | |||||
Revenues | 1,700,000 | $ 2,200,000 | ||||
Deferred Revenue | 1,300,000 | |||||
Accounts Receivable, Related Parties | 0 | 2,500,000 | ||||
Deferred revenue current and non-current | 2,800,000 | 4,100,000 | ||||
Reimbursement Payment Received | 3,700,000 | 3,200,000 | ||||
Unbilled accounts receivable related to reimbursable research and development cost | 400,000 | 500,000 | ||||
Upfront payment | $ 10,000,000 | |||||
Payment for prepaid research funding | 2,500,000 | 2,500,000 | ||||
Prepaid research funding payment received | 2,500,000 | |||||
MyoKardia Collaboration and License Agreement | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Milestone payment for certain identified targets | 298,500,000 | |||||
Milestone payment for certain other identified targets | $ 150,000,000 | |||||
MyoKardia Collaboration and License Agreement | Clinical and Regulatory Milestones | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Aggregate amount receivable on achievement of milestone | $ 2,500,000 | $ 2,500,000 |
Right of Reference and Licens_2
Right of Reference and License Agreement - Additional Information (Details) - GSK Agreement $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |
Specified clinical and regulatory milestones phase two clinical trial | $ 2.5 |
Maximum | |
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |
Specified clinical and regulatory milestones | 37.5 |
Specified sales milestone | $ 60 |
Series B Convertible Preferred Stock | |
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | |
Shares issued for asset acquisition | shares | 12,500,000 |
Leases - Schedule of Future min
Leases - Schedule of Future minimum lease payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
ASC 840 [Member] | |||
Related Party Transaction [Line Items] | |||
Total minimum lease payments | $ 1,659 | ||
26 Landsdowne Street | Accounting Standards Update 2016-02 [Member] | |||
Related Party Transaction [Line Items] | |||
2022 | [1] | $ 1,828 | |
2023 | 2,497 | ||
2024 | 2,572 | ||
2025 | 2,649 | ||
2026 | 2,729 | ||
Thereafter | 4,237 | ||
Total minimum lease payments | 16,512 | ||
Less: imputed interest | 2,874 | ||
Operating Lease, Liability | 13,638 | ||
26 Landsdowne Street | ASC 840 [Member] | |||
Related Party Transaction [Line Items] | |||
Total minimum lease payments | $ 17,108 | ||
125 Sidney Street | Accounting Standards Update 2016-02 [Member] | |||
Related Party Transaction [Line Items] | |||
2022 | 613 | ||
2023 | 836 | ||
2024 | 210 | ||
Total minimum lease payments | 1,659 | ||
Less: imputed interest | 71 | ||
Operating Lease, Liability | $ 1,588 | ||
[1] | Amounts are for the nine months ending December 31, 2022. |
Leases - Schedule of Minimum re
Leases - Schedule of Minimum rental commitments under non-cancelable leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ASC 840 [Member] | ||
Related Party Transaction [Line Items] | ||
2022 | $ 613 | |
2023 | 836 | |
2024 | 210 | |
Total minimum lease payments | 1,659 | |
26 Landsdowne Street | Accounting Standards Update 2016-02 [Member] | ||
Related Party Transaction [Line Items] | ||
Total minimum lease payments | $ 16,512 | |
26 Landsdowne Street | ASC 840 [Member] | ||
Related Party Transaction [Line Items] | ||
2022 | 2,424 | |
2023 | 2,497 | |
2024 | 2,572 | |
2025 | 2,649 | |
2026 | 2,729 | |
Thereafter | 4,237 | |
Total minimum lease payments | $ 17,108 | |
125 Sidney Street | Accounting Standards Update 2016-02 [Member] | ||
Related Party Transaction [Line Items] | ||
Total minimum lease payments | $ 1,659 |
Leases (Additional Information)
Leases (Additional Information) (Details) $ in Thousands | Nov. 30, 2017USD ($)SquareFeet | Nov. 30, 2021USD ($)SquareFeet | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||||
Rent expense | $ 0 | ||||
26 Landsdowne Street | |||||
Related Party Transaction [Line Items] | |||||
Office and laboratory space | SquareFeet | 28,731 | ||||
Extended lease term | 5 years | ||||
Lease term | 10 years | ||||
Total lease commitment | $ 25,100 | ||||
Leasehold improvements | 5,000 | ||||
Security deposit and letter of credit amount | $ 1,100 | ||||
Discount rate | 6.10% | ||||
Remaining lease term | 6 years 3 months 18 days | ||||
Operating Lease, Expense | $ 500 | $ 500 | |||
Variable lease expense | 300 | ||||
125 Sidney Street | |||||
Related Party Transaction [Line Items] | |||||
Office and laboratory space | SquareFeet | 12,196 | ||||
Total lease commitment | $ 1,700 | ||||
Discount rate | 4.20% | ||||
Remaining lease term | 2 years | ||||
Operating Lease, Expense | 200 | ||||
Variable lease expense | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||||
Rent expense | $ 0 | |||
ASC 840 [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Total commitment | $ 1,659,000 | |||
Indemnification Agreement | ||||
Commitments And Contingencies [Line Items] | ||||
Accrued liabilities for indemnification agreements | $ 0 | $ 0 | ||
Legal Proceedings | ||||
Commitments And Contingencies [Line Items] | ||||
Expenses incurred for legal proceedings | $ 0 | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plan name | 401(k) | |
Contributions to the 401(k) Plan | $ 200,000 | $ 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 6,571,820 | 4,290,002 |
Outstanding Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 6,526,973 | 4,206,984 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 44,427 | 0 |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 420 | 83,018 |