Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 06, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40969 | ||
Entity Registrant Name | ENTRADA THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-3983399 | ||
Entity Address, Address Line One | One Design Center Place | ||
Entity Address, Address Line Two | Suite 17-500 | ||
Entity Address, State or Province | MA | ||
Entity Address, City or Town | Boston | ||
Entity Address, Postal Zip Code | 02210 | ||
City Area Code | 857 | ||
Local Phone Number | 520-9158 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | TRDA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 431.2 | ||
Entity Common Stock, Shares Outstanding | 33,601,103 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001689375 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Boston, Massachusetts |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 67,602 | $ 45,157 |
Marketable securities | 284,367 | 143,555 |
Collaboration receivable | 5,878 | 0 |
Prepaid expenses and other current assets | 11,924 | 21,163 |
Total current assets | 369,771 | 209,875 |
Property and equipment, net | 11,191 | 7,681 |
Restricted cash | 3,950 | 3,950 |
Right-of-use assets, operating leases | 81,490 | 25,340 |
Other non-current assets | 2,790 | 5,210 |
Total assets | 469,192 | 252,056 |
Current liabilities: | ||
Accounts payable | 3,277 | 5,990 |
Accrued expenses and other current liabilities | 11,325 | 7,576 |
Income taxes payable | 4,024 | 0 |
Operating lease obligations, current portion | 7,909 | 8,406 |
Deferred revenue, current portion | 132,261 | 0 |
Total current liabilities | 158,796 | 21,972 |
Operating lease obligations, net of current portion | 60,321 | 17,530 |
Deferred revenue, net of current portion | 7,715 | 0 |
Total liabilities | 226,832 | 39,502 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, par value $0.0001; 150,000,000 shares authorized; 33,461,771 shares issued and 33,437,296 shares outstanding as of December 31, 2023 and 31,448,508 shares issued and 31,394,767 shares outstanding as of December 31, 2022 | 3 | 3 |
Additional paid‑in capital | 437,132 | 402,893 |
Accumulated other comprehensive income (loss) | 195 | (2,057) |
Accumulated deficit | (194,970) | (188,285) |
Total stockholders’ equity | 242,360 | 212,554 |
Total liabilities and stockholders’ equity | $ 469,192 | $ 252,056 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares, issued (in shares) | 33,461,771 | 31,448,508 |
Common stock, shares, outstanding (in shares) | 33,437,296 | 31,394,767 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 129,013 | |
Operating expenses: | ||
Research and development | 99,884 | $ 66,609 |
General and administrative | 32,291 | 30,639 |
Total operating expenses | 132,175 | 97,248 |
Loss from operations | (3,162) | (97,248) |
Other income: | ||
Interest and other income | 15,218 | 2,632 |
Total other income | 15,218 | 2,632 |
Income (loss) before income taxes | 12,056 | (94,616) |
Income tax | (18,741) | 0 |
Net loss | $ (6,685) | $ (94,616) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.20) | $ (3.02) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.20) | $ (3.02) |
Weighted-average common shares outstanding, basic (in shares) | 33,050,319 | 31,293,312 |
Weighted-average common shares outstanding, diluted (in shares) | 33,050,319 | 31,293,312 |
Other comprehensive loss: | ||
Unrealized income (loss) on marketable securities, net of tax of $0 | $ 2,252 | $ (2,057) |
Total other comprehensive income (loss) | 2,252 | (2,057) |
Total comprehensive loss | $ (4,433) | $ (96,673) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Unrealized loss on marketable securities, tax | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid‑in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 31,224,336 | ||||
Beginning balance at Dec. 31, 2021 | $ 298,718 | $ 3 | $ 392,384 | $ 0 | $ (93,669) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 84,526 | ||||
Issuance of common stock upon exercise of stock options | $ 195 | 195 | |||
Vesting of early exercised options (in shares) | 53,741 | 58,015 | |||
Vesting of early exercised options | $ 135 | 135 | |||
Purchase of common stock under the employee stock purchase plan (in shares) | 27,890 | ||||
Purchase of common stock under the employee stock purchase plan | 284 | 284 | |||
Stock‑based compensation | 9,895 | 9,895 | |||
Other comprehensive income (loss) | (2,057) | (2,057) | |||
Net loss | $ (94,616) | (94,616) | |||
Ending balance (in shares) at Dec. 31, 2022 | 31,394,767 | 31,394,767 | |||
Ending balance at Dec. 31, 2022 | $ 212,554 | $ 3 | 402,893 | (2,057) | (188,285) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 214,078 | 214,078 | |||
Issuance of common stock upon exercise of stock options | $ 1,187 | 1,187 | |||
Issuance of common stock in connection with the Vertex Agreement (in shares) | 1,618,613 | ||||
Issuance of common stock in connection with the Vertex Agreement | $ 19,407 | 19,407 | |||
Vesting of early exercised options (in shares) | 14,745 | 33,416 | |||
Vesting of early exercised options | $ 91 | 91 | |||
Vesting of restricted stock units (in shares) | 138,361 | ||||
Purchase of common stock under the employee stock purchase plan (in shares) | 38,061 | ||||
Purchase of common stock under the employee stock purchase plan | 443 | 443 | |||
Stock‑based compensation | 13,111 | 13,111 | |||
Other comprehensive income (loss) | 2,252 | 2,252 | |||
Net loss | $ (6,685) | (6,685) | |||
Ending balance (in shares) at Dec. 31, 2023 | 33,437,296 | 33,437,296 | |||
Ending balance at Dec. 31, 2023 | $ 242,360 | $ 3 | $ 437,132 | $ 195 | $ (194,970) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (6,685) | $ (94,616) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,841 | 1,895 |
Stock‑based compensation expense | 13,111 | 9,895 |
Net amortization of premium (accretion of discount) on marketable securities | (5,779) | 151 |
Changes in operating assets and liabilities: | ||
Collaboration receivable | (5,878) | 0 |
Prepaid expenses and other current assets | 8,622 | (14,022) |
Right-of-use assets, operating leases | 11,989 | 7,651 |
Other non-current assets | (11,563) | (4,338) |
Accounts payable | (2,805) | 5,287 |
Accrued expenses and other current liabilities | 3,812 | 1,762 |
Income taxes payable | 4,024 | 0 |
Deferred revenue | 139,976 | 0 |
Operating lease liabilities | (11,862) | (7,451) |
Net cash provided by (used in) operating activities | 139,803 | (93,786) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,614) | (2,887) |
Purchases of marketable securities | (407,207) | (221,977) |
Maturities of marketable securities | 274,426 | 76,214 |
Net cash used in investing activities | (138,395) | (148,650) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock in connection with the Vertex Agreement | 19,407 | 0 |
Proceeds from exercise of stock options | 1,187 | 195 |
Proceeds from issuance of common stock under the employee stock purchase plan | 443 | 284 |
Net cash provided by financing activities | 21,037 | 479 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 22,445 | (241,957) |
Cash, cash equivalents and restricted cash at beginning of year | 49,107 | 291,064 |
Cash, cash equivalents and restricted cash at end of year | 71,552 | 49,107 |
Supplemental cash flow disclosures: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 208 | 88 |
Right-of-use assets obtained in exchange for operating lease liabilities | 77,584 | 0 |
Right-of-use assets surrendered as part of lease modification | 9,445 | 0 |
Recognition of right-of-use assets upon adoption of ASC 842 | 0 | 32,991 |
Transfer of deposits for equipment from operating to investing cash flows | 617 | 495 |
Vesting of options early exercised subject to repurchase | 91 | 135 |
Cash paid for income taxes | $ 14,717 | $ 0 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business Organization Entrada Therapeutics, Inc. (Entrada or the Company) is a clinical-stage biopharmaceutical company aiming to transform the lives of patients by e stablishing a new class of medicines which engage intracellular targets that have long been considered inaccessible . The Company’s Endosomal Escape Vehicle (EEV™)-therapeutics are designed to enable the efficient delivery of a wide range of therapeutics into a variety of organs and tissues, resulting in an improved therapeutic index. The Company was incorporated in Delaware on September 22, 2016 and its principal offices are located in Boston, Massachusetts. Liquidity and Capital Resources Since its inception, the Company has devoted substantially all of its resources to its research and development efforts relating to its proprietary, highly versatile and modular EEV platform (EEV Platform), advancing development of its portfolio of programs and general and administrative support for these operations, including raising capital. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of therapeutic candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Therapeutic 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 will require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. In accordance with Accounting Standards Codification (ASC) 205-40, Going Concern , the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company has incurred significant net losses since its inception, including net losses of $6.7 million and $94.6 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had an accumulated deficit of $195.0 million . To date, the Company has funded its operations primarily through the sale of equity securities and collaboration payments. Other than the recognition of revenue related to the collaboration payments received during the year ended December 31, 2023, the Company expects to continue to generate operating losses and negative operating cash flows for the foreseeable future. The Company expects that its cash, cash equivalents, and marketable securities of $352.0 million as of December 31, 2023 will be sufficient to fund its operations and capital expenditure requirements for at least the next twelve months from the date of issuance of these consolidated financial statements. The Company will need additional financing to support its continuing operations and pursue its business strategy and may pursue additional cash resources through a combination of equity offerings, debt financings, collaborations, strategic alliances, licensing, or other arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed or on favorable terms or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements reflect the operations of the Company and 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 ASC and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrual and prepayment of research and development expenses, the valuation of stock-based compensation and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that 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. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Segment Information The Company manages its operations as a single segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and making operating decisions. Revenue Recognition To date, all revenue has been generated from the Company's Strategic Collaboration and License Agreement with Vertex, which closed in February 2023 and was amended in October 2023 (Vertex Agreement), and falls within the scope of ASC Topic 606, "Revenue from Contracts with Customers" (ASC 606), under which the Company licensed rights to VX-670 and performs research and development services. The terms of this arrangement includes a non-refundable upfront payment, reimbursement for research and development costs; development, regulatory, and commercial milestone payments; and royalties on net sales of licensed products. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. For contracts within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered separate performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such promised goods or services are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. For contracts within the scope of ASC 606 that contain elements within the scope of a different ASC Topic, the Company excludes the fair value such elements from the transaction price. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment as a change in estimate. If an arrangement includes development or regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price in the period in which the Company deems the milestone to be probable. Milestone payments that are not within the Company’s control or a customer's control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is allocated to the identified performance obligations in proportion to their standalone selling prices (SSP) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations may require significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. Up-front and milestone payments are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as a collaboration receivable when the Company's right to consideration is unconditional. To date, the Company has not recorded any credit losses on its collaboration receivables. The Company then recognizes the revenue allocated to each performance when (or as) each performance obligation is satisfied, either at a point in time or over time. Any over time recognition is based on the use of an output or input method. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and marketable securities. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. The Company’s marketable securities primarily consist of corporate bonds and U.S. government agency securities and treasuries, and potentially subject the Company to concentrations of credit risk. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign-hedging arrangements. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents. At December 31, 2023 and 2022 cash and cash equivalents include standard checking accounts and money market account funds that invest primarily in U.S. government-backed securities and treasuries. As of December 31, 2023 and 2022, restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facilities located at One Design Center Place, Boston, Massachusetts. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows (in thousands): December 31, December 31, Cash and cash equivalents $ 67,602 $ 45,157 Restricted cash 3,950 3,950 Total cash, cash equivalents and restricted cash $ 71,552 $ 49,107 Marketable Securities Investments in marketable securities are classified as available-for-sale. Available-for-sale securities are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale securities are reported as a separate component of stockholders’ equity. Premiums or discounts from par value are amortized or accreted to investment income and/or expense over the life of the underlying investment. All of the Company’s marketable securities are available to the Company for use in current operations. As a result, the Company classified all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date. Realized gains and losses are determined using the specific identification method and are included in interest and other income in our consolidated statement of operations. The Company assesses impairment for its marketable securities under the available-for-sale debt security impairment model in ASC 326 as of each reporting date. Based on the model, we determine if a portion of any decline in fair value below carrying value is the result of a credit loss. The Company records credit losses in the consolidated statements of operations and comprehensive loss as credit loss expense within interest and other income, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale debt securities. Accrued interest receivable related to the Company's available-for-sale debt securities is presented within prepaid expenses and other current assets on the Company's consolidated balance sheets. The Company has elected the practical expedient available to exclude accrued interest receivable from both the fair value and the amortized cost basis of available-for-sale debt securities for the purposes of identifying and measuring any impairment. The Company writes off accrued interest receivable once it has determined that the asset is not realizable. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not written off any accrued interest receivables associated with its marketable securities. Fair Value Measurements ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available under the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2023 and 2022. The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term nature. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other income (expense), net. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are expensed in operations as incurred. Leases At the inception of a lease arrangement, the Company determines whether the arrangement is or contains a lease based on the u nique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, 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 its incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. Prospectively, the Company adjusts the right-of-use assets for straight-line rent expense or any incentives received and remeasures the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Lease expense for lease payments is recognized on a straight-line basis over the assigned lease term. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. Changes to the terms and conditions of a lease that result in a change in the scope of or the consideration for the lease result in a lease modification. A lease modification that grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use is treated as a separate contract. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. For any lease modifications that aren't accounted for as separate contracts, the Company remeasures its right-of-use assets and lease liabilities as of the modification date. The Company assesses its right-of-use assets for impairment in a manner consistent with its assessment for long-lived assets held and used in operations. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2023 and 2022. Deferred Offering Costs The Company capitalizes incremental legal, professional accounting and other third-party fees that are incurred in the course of preparing for a financing as other non-current assets until the offering is consummated. At the time of the completion of the offering, the costs are reclassified as a reduction of the proceeds of the financing as part of additional paid-in-capital. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. Contingencies The Company records liabilities for legal and other contingencies when information available to the Company indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Legal costs in connection with legal and other contingencies are expensed as costs are incurred. No liabilities for legal and other contingencies were accrued as of December 31, 2023 and 2022. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations (CROs), business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers 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. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Research and Development Expenses Research and development costs are charged to expense as incurred. Research and development costs consist of direct and allocated costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, third-party license fees related to technology with no alternative future use, laboratory supplies, depreciation, manufacturing expenses, preclinical expenses, clinical expenses, consulting and other contracted services. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development related contracts with third parties. These agreements are cancellable with prior written notice, and related fees are recorded as research and development expenses as incurred. Payments for these agreements are based on the terms of the individual contracts, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying consolidated balance sheets as prepaid and other assets or accrued liabilities. When evaluating the adequacy of the accrued liabilities and prepaid expenses, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued and prepaid balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation The Company’s stock-based compensation program allows for grants of stock options and restricted stock units. Grants are awarded to employees and non-employees, including the Company’s board of directors. The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC 718). ASC 718 requires all stock-based payments to employees, non-employees and directors, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. The Company estimates the fair value of options granted using the Black-Scholes option-pricing model (Black-Scholes) for stock option grants to both employees and non-employees. The fair value of the Company’s common stock is used to determine the fair value of restricted stock units. The Company’s stock-based compensation awards are subject to service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. The Company determines the expected volatility using the historical volatility of a peer group of comparable publicly traded companies with comparable characteristics and with historical share price information that approximates the expected term of the stock-based awards. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees and non-employees whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur. Prior to the Company’s IPO, there was no public market for its common stock, and consequently, the estimated fair value of its common stock was determined by the board of directors as of the date of each option grant, with input from management, considering third-party valuations of its common stock as well as its board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (Practice Aid). The Practice Aid identifies various available methods for allocating the enterprise value across classes of series of capital stock in determining the fair value of the Company’s common stock at each valuation date. Subsequent to the Company’s IPO, the fair value of the common stock underlying the stock-based awards is the closing price of the Company’s common stock on the date of grant. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. Net Loss per Share The Company follows the two-class method when computing net loss per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. Given that the Company recorded a net loss for each of the periods presented, there is no difference between basic and diluted net loss per share since |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The following is a summary of the Company's marketable securities at December 31, 2023 and December 31, 2022 (in thousands). As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities and treasuries $ 235,500 $ 127 $ (41) $ 235,586 Corporate debt securities 25,466 — (29) 25,437 Total securities with a maturity of one year or less $ 260,966 $ 127 $ (70) $ 261,023 U.S. government agency securities and treasuries 15,537 45 — 15,582 Corporate debt securities 7,669 93 — 7,762 Total securities with a maturity of greater than one year $ 23,206 $ 138 $ — $ 23,344 Total available-for-sale securities $ 284,172 $ 265 $ (70) $ 284,367 As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities and treasuries $ 100,555 $ — $ (1,159) $ 99,396 Corporate debt securities 41,615 — (774) 40,841 Total securities with a maturity of one year or less $ 142,170 $ — $ (1,933) $ 140,237 U.S. government agency securities and treasuries — — — — Corporate debt securities 3,442 — (124) 3,318 Total securities with a maturity of greater than one year $ 3,442 $ — $ (124) $ 3,318 Total available-for-sale securities $ 145,612 $ — $ (2,057) $ 143,555 As of December 31, 2023, the Company had 20 marketable securities with a total fair market value of $101.7 million in an unrealized loss position. As of December 31, 2022, the Company had 32 marketable securities with a total fair market value of $143.6 million in an unrealized loss position. The Company believes that any unrealized losses associated with the decline in value of its securities are temporary and primarily related to the change in market interest rates since purchase. The Company believes that it is more likely than not that it will be able to hold its debt securities to maturity and that there was no material change in the credit risk of the above instruments since January 1, 2023. Therefore, the Company anticipates a full recovery of the amortized cost basis of its debt securities at maturity and no allowance for credit losses was recognized. As of December 31, 2023 and December 31, 2022, $1.7 million and $0.6 million , respectively, of accrued interest receivable was included in prepaid expenses and other current assets |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands): Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 67,102 $ — $ — $ 67,102 Marketable securities: U.S. government agency securities and treasuries — 251,168 — 251,168 Corporate debt securities — 33,199 — 33,199 Total $ 67,102 $ 284,367 $ — $ 351,469 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 44,907 $ — $ — $ 44,907 Marketable securities: U.S. government agency securities and treasuries $ — $ 99,396 $ — $ 99,396 Corporate debt securities — 44,159 — 44,159 Total $ 44,907 $ 143,555 $ — $ 188,462 (1) The cash equivalent amounts above do not include $0.5 million and $0.3 million of cash related to checking accounts included in cash and cash equivalents as of December 31, 2023 and December 31, 2022. These amounts are excluded as no valuation is needed for cash in checking accounts. Money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following at December 31 (in thousands): 2023 2022 Laboratory equipment $ 12,596 $ 8,335 Furniture and fixtures 2,228 161 Computer equipment 431 43 Leasehold improvements 1,859 1,859 Construction in progress — 584 Total property and equipment 17,114 10,982 Less: accumulated depreciation (5,923) (3,301) Property and equipment, net $ 11,191 $ 7,681 Depreciation expense for the years ended December 31, 2023 and 2022 was $2.8 million and $1.9 million , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands): 2023 2022 Employee compensation and benefits $ 6,660 $ 5,063 External research and development expenses 2,894 1,157 General and administrative professional service expenses 767 925 Other 1,004 431 Total accrued expenses and other current liabilities $ 11,325 $ 7,576 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Preferred Stock | Common Stock and Preferred Stock Common Stock As of both December 31, 2023 and December 31, 2022, the Company’s certificate of incorporation, as amended and restated effective upon the completion of the IPO, authorized the Company to issue 150,000,000 shares of common stock, par value $0.0001 per share. The holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of common stock do not have any cumulative voting rights. Holders of common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. In February 2023, in connection with the closing of the Vertex Agreement, the Company and Vertex also closed their Stock Purchase Agreement for the sale and issuance of 1,618,613 shares of Entrada's common stock (the “Shares”) to Vertex for an aggregate purchase price of approximately $26.3 million or $16.26 per share. See Note 12, Collaboration and License Agreements, for further discussion of the Company's accounting for the shares sold in connection with the closing of the Vertex Agreement. In September 2023, the Company entered into a sales agreement (the Sales Agreement) with Cowen and Company, LLC, acting as the Company's agent and/or principal (the Sales Agent), with respect to an "at the market offering" program under which the Company may, from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $150.0 million through the Sales Agent. During the year ended December 31, 2023, there have been no sales of common stock pursuant to the Sales Agreement. Shares Reserved for Future Issuance under Equity Compensation Plans The Company has reserved the following shares of common stock for future issuance under equity compensation plans at December 31: 2023 2022 Exercise of outstanding stock options 5,414,360 5,028,850 Vesting of outstanding restricted stock 1,268,461 463,964 Future awards under the 2021 Stock Option and Incentive Plan 1,697,832 1,976,758 Future awards under the 2021 Employee Stock Purchase Plan 839,539 563,115 Total shares of authorized common stock reserved for future issuance 9,220,192 8,032,687 Preferred Stock As of both December 31, 2023 and December 31, 2022 , the Company was authorized to issue 10,000,000 shares of undesignated preferred stock, $0.0001 par value, in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. As of both December 31, 2023 and December 31, 2022, there were no shares of undesignated preferred stock issued or outstanding. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock-Based Compensation 2021 Plan In September 2021 the Company’s board of directors adopted, and in October 2021 the Company’s stockholders approved, the 2021 Plan, which became effective as of the date immediately prior to the date of the effectiveness of the registration statement for the IPO. The 2021 Plan allows the board of directors to grant incentive stock options or non-qualified stock options, restricted stock, restricted stock units and other equity awards to the Company’s officers, employees, directors and other key persons. In addition, the 2021 Plan includes a provision that allows for an automatic annual increase of 4% in the number of shares of common stock available for issuance under the 2021 Plan. Upon the adoption of the 2021 Plan, the Company ceased granting awards under the 2016 Plan. The total number of shares of common stock authorized for issuance under the 2021 Plan as of December 31, 2023 was 6,336,068 shares and was 5,262,917 shares as of December 31, 2022. As of December 31, 2023, the Company had issued stock options and restricted stock units (RSUs) under the 2021 Plan. Both stock options and RSUs issued are comprised of service-based awards granted to employees. Vesting of stock options is subject to the recipient’s continued employment or service. Stock options and RSUs typically vest over a four-year period. 2016 Plan Prior to the adoption of the 2021 Plan, the 2016 Plan provided for the Company to grant incentive stock options or non-qualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2016 Plan was administered by the board of directors of the Company or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. The 2016 Plan allows for early exercise of all stock option grants if authorized by the board of directors at the time of grant. The shares of common stock issued from the early exercise of stock options are restricted and continue to vest over the original service based vesting condition of the original stock option award. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The 2016 Plan will continue to govern the outstanding equity awards granted thereunder. The total number of shares of common stock authorized for issuance under the 2016 Plan as of December 31, 2023 and 2022 was 2,044,585 shares and 2,206,655 shares, respectively. As of both dates, all shares of common stock authorized for issuance under the 2016 Plan relate to outstanding stock options. 2021 Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted, and in October 2021 the Company’s stockholders approved, the ESPP, which became effective as of the date immediately prior to the date of the effectiveness of the registration statement for the IPO. The ESPP is administered by the person or persons appointed by the Company’s board of directors for such purpose. The ESPP initially provided participating employees with the opportunity to purchase up to an aggregate of 278,762 shares of common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) 1% of the outstanding number of shares of our common stock of the immediately preceding December 31, (ii) 557,524 shares or (iii) such number of shares as determined by the ESPP administrator. The total number of shares of common stock authorized for issuance under the 2021 ESPP as of December 31, 2023 and 2022 was 839,539 shares and 563,115 shares, respectively. Compensation expense for discounted purchases under the 2021 ESPP is measured using the Black-Scholes model to compute the fair value of the lookback provision plus the purchase discount and is recognized as compensation expense over the course of the offering period. Stock-Based Compensation The Company recognized stock-based compensation expense in the consolidated statements of operations and comprehensive loss, by award type, as follows (in thousands): Year ended December 31, 2023 2022 Stock Options $ 9,887 $ 8,648 Restricted Stock Units 3,015 1,106 ESPP 209 141 Total $ 13,111 $ 9,895 Stock-based compensation expense recorded as research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss is as follows (in thousands): Year ended December 31, 2023 2022 Research and development expenses $ 6,169 $ 4,166 General and administrative expenses 6,942 5,729 Total $ 13,111 $ 9,895 Stock Option Valuation The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted for the years then ended: December 31, 2023 December 31, 2022 Risk‑free interest rate 4.09% 2.20% Expected volatility 72% 71% Expected dividend yield — — Expected term (in years) 6.01 6.04 Early Exercise of Unvested Stock Options Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding shares until those shares vest according to their respective vesting schedules. Cash received from employee exercises of unvested options is included in current liabilities on the balance sheet. Amounts recorded are reclassified to common stock and additional paid-in capital as the shares vest. Vesting can occur in the year of exercise and thereafter. There were 14,745 and 53,741 unvested shares related to early exercises of stock options as of December 31, 2023 and December 31, 2022, respectively. In the years ended December 31, 2023 and 2022, the liability associated with the unvested early exercise of stock options was $0.1 million and $0.2 million, respectively. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2022: Number of Shares Weighted‑Average Exercise Price Weighted‑Average Remaining Contractual Term Aggregate Intrinsic Value (2) (in years) (in thousands) Outstanding as of December 31, 2022 5,028,850 $ 10.95 Granted 799,144 13.85 Exercised (214,078) 5.54 Forfeited (199,556) 15.63 Outstanding as of December 31, 2023 5,414,360 $ 11.42 7.78 $ 25,569 Exercisable as of December 31, 2023 (1) 3,297,593 $ 9.49 7.26 $ 21,529 (1) This represents the number of vested and unvested options exercisable as of December 31, 2023. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing price of the Company's common stock at December 31, 2023 for the options that were in the money as of December 31, 2023. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $2.1 million and $1.0 million, while the company received $1.2 million and $0.2 million in proceeds for the exercise of these options, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $9.23 per share and $7.51 per share, respectively. As of December 31, 2023, there was $20.7 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.2 years. Restricted Stock Units During the year ended December 31, 2023, RSUs were granted to employees with vesting conditions based on continued service over time. Accordingly, stock-based compensation expense for such awards is recognized using a straight-line attribution model over the vesting term of each RSU. The fair value of each RSU is based on the closing price of the Company's common stock on the date of grant. For the majority of RSUs, the restricted stock vests over a four-year period, with 25% of the shares vesting on each anniversary of the grant date. A summary of restricted stock activity during the year ended December 31, 2023 is as follows : Shares Weighted‑ Unvested as of December 31, 2022 463,964 $ 12.26 Issued 990,167 14.29 Vested (138,361) 12.30 Forfeited (47,309) 12.51 Unvested as of December 31, 2023 1,268,461 $ 13.83 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded $12.1 million of pre-tax book income for the year ended December 31, 2023. The Company recorded a pre-tax book loss for the year ended December 31, 2022. The Company has no foreign operations. The components of the income tax expense for the years ended December 31, 2023 and 2022 (in thousands) were: Year Ended December 31, 2023 2022 Current: Federal $ 14,962 $ — State 3,779 — Foreign — — Total current tax provision 18,741 — Deferred: Federal — — State — — Foreign — — Total deferred tax provision — — Total income tax provision $ 18,741 $ — A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0% 21.0% State income taxes, net of federal benefit 5.1 5.5 Federal and state research and development tax credits -50.3 5.0 Non-deductible stock compensation and non-taxable items 11.3 (1.4) Change in deferred tax asset valuation allowance 170.3 (30.1) Change in state tax rates (1.9) — Effective income tax rate 155.5% —% Net deferred tax assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 3,617 $ 32,148 Research and development tax credit carryforwards 2,706 7,679 Intangible assets 2,326 1,142 Capitalized research and development expenses 32,803 15,747 Deferred revenue 36,726 — Lease liability 22,581 7,031 Stock compensation 1,709 1,109 Other — 34 Total deferred tax assets 102,468 64,890 Deferred tax liabilities: Property and equipment (2,044) (298) Right-of-use asset (22,237) (6,869) Prepaid expenses (281) (304) Total deferred tax liabilities (24,562) (7,471) Valuation allowance (77,906) (57,419) Net deferred tax assets $ — $ — The Company recorded income tax expense of $18.7 million for the year ended December 31, 2023. The income tax expense recorded was driven largely by the current tax liability associated with the tax recognition of the Vertex Agreement payments received during 2023. A significant portion of the taxable income related to the collaboration payment is offset by current year expenses and prior year accumulated losses. As of December 31, 2023, the Company had federal net operating loss carryforwards of $14.6 million, which may be available to offset future taxable income. None of our federal net operating loss carryforwards will expire, but all are limited in their usage to an annual deduction equal to 80% of annual taxable income. In addition, as of December 31, 2023, the Company had state net operating loss carryforwards of $8.7 million, which may be available to offset future taxable income and expire at various dates beginning in 2036. As of December 31, 2023, the Company also had federal and state research and development tax credit carryforwards of $2.1 million and $0.8 million, respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2039 and 2035, respectively. Utilization of the NOLs and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382, as well as similar state provisions. These ownership changes may limit the amount of NOLs and research and development tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. If a change in control as defined by Section 382 has occurred at any time since the Company’s formation, utilization of its NOLs or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could then be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or research and development tax carryforwards before their utilization. The Company has determined that ownership changes have occurred in the past and that certain NOLs and research and development tax credit carryforwards will be subject to limitation. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets, which consist primarily of net operating loss carryforwards and research and development tax credit carryforwards, capitalized research and development expenses and deferred revenue. Management has considered the Company’s history of cumulative net losses incurred since inception, estimated future taxable income, and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of federal and state net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2023 and 2022. The Company reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased by $20.5 million and $28.5 million for the years ended December 31, 2023 and 2022, respectively. The Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations. As of December 31, 2023 and 2022, the Company had not recorded any reserves for uncertain tax positions or related interest and penalties. In 2017, the Tax Cuts and Jobs Act of 2017 (2017 Tax Act) was signed into law. Among other provisions, the 2017 Tax Act requires taxpayers to capitalize and amortize research and experimental (R&E) expenditures under Section 174 for tax years beginning after December 31, 2021. As such, the rule noted became effective for the Company during the year ended December 31, 2022 and resulted in the capitalization of certain R&E costs within its tax provision. The Company will amortize such costs for tax purposes over 5 years if the R&E was performed in the United States and over 15 years if the R&E was performed outside the United States. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. Due to net operating losses incurred, the Company’s tax returns from inception to date are subject to examination by the taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In 2018, the Company entered into a definitive license agreement with Ohio State Innovation Foundation (OSIF), an affiliate of The Ohio State University, (OSIF License Agreement) in which OSIF granted the Company an exclusive worldwide, sublicensable license to certain intellectual property under certain patent rights to research, develop, and otherwise commercialize a product generated from the licensed intellectual property. The Company is obligated to make milestone payments of up to $2.6 million upon the occurrence of specified research, development, and commercial activities for each of the first three license products related to the above technology. In addition, OSIF will receive tiered royalty payments on the applicable licensed program and platform products at a percentage ranging in single-digit royalties of net sales subject to reductions and offsets in certain circumstances, as well as a fee on sublicensed consideration of up to 15% of non-royalty sublicensing consideration. Concurrently with the Company entering into and later amending the Vertex Agreement, the Company entered into a sublicense agreement with Vertex, which was amended in October 2023 (Sublicense Agreement). Pursuant to the Sublicense Agreement, the Company granted to Vertex an exclusive sublicense under certain intellectual property licensed to the Company under the OSIF License Agreement. The material terms of the Sublicense Agreement mirror those of the Vertex Agreement, and the payments described in connection with the Vertex Agreement in Note 12, Collaboration and License Agreements , are in consideration for the rights granted under both the Vertex Agreement and Sublicense Agreement. In November 2023, the Company paid approximately $0.1 million for a milestone fee under the OSIF License Agreement. The triggering of all other milestone fees was not considered probable as of December 31, 2023. In April 2023, the Company paid OSIF a sublicense fee of $2.8 million related to the upfront payment received from Vertex in February of 2023. In January 2024, the Company paid OSIF a sublicense fee of $0.2 million related to the Vertex milestone achieved in October of 2023. This amount was accrued for as of December 31, 2023. If the Company receives any additional sublicensing consideration, it will owe additional fees to OSIF pursuant to the terms of the OSIF License Agreement. All costs associated with milestone and sublicense fees are recorded as research and development expenses. For the years ended December 31, 2023 and 2022, the Company reimbursed OSIF for patent costs of $0.1 million and $0.2 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company’s operating lease activity is comprised of non-cancelable facility leases for office and laboratory space in Boston, Massachusetts. IDB Lease On March 16, 2022, the Company and IDB 17-19 Drydock Limited Partnership, as landlord (Landlord), entered into a lease agreement (IDB Lease) with respect to approximately 81,229 square feet of office and laboratory space (Premises) in Boston, Massachusetts. The initial fixed rental rate is $0.5 million per month, which is for a 12 month period during which the base rent is payable for 65,000 square feet, and will increase 3% per annum thereafter for the entire 81,229 square feet leased. The accounting commencement date occurred in April 2023 when both the Landlord's build-out and the tenant improvements were substantially completed. On the accounting commencement date, the Company recorded an operating lease right-of-use (ROU) asset of $77.6 million and a total lease liability of $63.6 million. The IDB Lease has a term of approximately 10 years, unless earlier terminated in accordance with the terms of the IDB Lease. The Company has (i) the option to extend the IDB Lease for an additional period of five (5) years, and (ii) a right of first offer on adjacent space to the Premises, subject to the terms and conditions of the IDB Lease. As these options are not reasonably certain of occurring, they have not been included in the initial calculation of the Company's ROU asset upon lease commencement. Under the terms of the IDB Lease, the Landlord provided an allowance of $19.5 million toward the cost of completing tenant improvements for the Premises. In addition, the Landlord provided an additional contribution of $1.6 million toward the cost of tenant improvements to the Premises, which amount shall be repaid by the Company over the term of the IDB Lease. Such repayments are included in the maturity of the lease liability table below. As of December 31, 2023, the Company had received the full tenant improvement allowance from the Landlord. The Company concluded that the improvements resulting from both the Landlord's build-out and the tenant improvements are the Landlord's assets for accounting purposes. Accordingly, the $13.9 million of costs incurred by the Company related to the tenant improvements in excess of the Landlord's allowance were reclassified from other non-current assets to right-of-use assets upon commencement of the IDB lease and will be recognized as rent expense over the remaining lease term. In connection with the execution of the IDB Lease, the Company executed a cash-collateralized letter of credit, which may be reduced in the future subject to reduction requirements specified in the IDB Lease therein. The $4.0 million of cash collateralizing the letter of credit is classified as restricted cash on the Company's consolidated balance sheets. 6 Tide Street Lease The Company entered into an operating lease for office and laboratory space at 6 Tide Street in Boston, Massachusetts in February 2020, and entered into subsequent amendments through 2021 to lease additional space (6 Tide Street Lease). Such amendments run co-terminus with the original lease. During 2023, the Company entered into amendments to the 6 Tide Street lease pursuant to which the Company surrendered portions of the leased space in exchange for being relieved of its obligation to make lease payments. Upon the lease modification, the Company reassessed its incremental borrowing rate and remeasured the lease liability and right-of-use asset. Subsequent to the amendment, the Company continues to classify the 6 Tide Street Lease as an operating lease. As of December 31, 2023, the Company had a total of 23,189 square feet licensed at this facility. The term for the remaining leased space will end on November 30, 2025. The fixed rental payment will be approximately $0.5 million per month for the remainder of the lease term. The Company has the option to extend the remaining leased space for a period of 3 years, or terminate such remaining space leased without penalty provided sufficient notice is given. At the adoption of ASC 842, the Company concluded that it is not reasonably certain that it will exercise its option to terminate the lease early or exercise its option to extend the leased space. As of December 31, 2023, the Company's security deposit for the 6 Tide Street Lease was $0.7 million, of which, $0.3 million is recorded as a component of other current assets as it is expected to be received with one year of the balance sheet date. The remaining $0.4 million is recorded as a component of other non-current assets. Summary of all lease costs recognized under ASC 842 The components of all operating lease cost were as follows (in thousands): Year ended December 31, 2023 Operating lease cost $ 16,395 Variable lease cost — Total lease cost $ 16,395 Supplemental information related to all operating leases was as follows: Other information Year ended December 31, 2023 Operating cash flows used for operating leases (in thousands) $ 16,268 Weighted average remaining lease term 8.2 years Weighted average discount rate 8.13% Future payments due under all operating leases as of December 31, 2023 were as follows (in thousands): Maturity of lease liabilities Amount 2024 13,084 2025 13,161 2026 8,826 2027 9,083 2028 9,349 Thereafter 41,091 Total lease payments $ 94,594 Less: imputed interest (26,364) Present value of operating lease liabilities $ 68,230 IDB Sublease In December 2022, the Company entered into a sublease agreement to sublease a portion of the office and laboratory space leased under the IDB Lease to a third-party (subtenant). The sublease term is 3 years and the subtenant has an option to extend the lease term for 6 months. The initial fixed rental rate is $0.2 million per month, and will increase 3% per annum thereafter. The sublessee is obligated to pay its ratable portion of operating expenses during the sublease term. The Company received a letter of credit of $0.5 million in place of a security deposit. As of December 31, 2023, no amounts have been drawn on the letter of credit. The sublease accounting commencement date occurred in April 2023. During the year ended December 31, 2023, the Company recognized $1.5 million of sublease income. Such amount is recorded as a reduction to rent expense. |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Collaboration and License Agreements | Collaboration and License Agreements Vertex Agreement - Overview The Company and Vertex closed the Vertex Agreement in February 2023, as amended in October 2023, pursuant to which the Company granted Vertex an exclusive worldwide license to research, develop, manufacture and commercialize VX-670, as well as any additional EEV-based therapeutic candidates that may be identified by the Company for the potential treatment of myotonic dystrophy type 1 (DM1) in the course of the parties’ global research collaboration. In October 2023, the Company and Vertex amended the Strategic Collaboration and License Agreement to clarify a milestone and related payment terms. The Vertex Agreement provides for a four-year global research collaboration under which Entrada will continue to perform preclinical development of the Company's partnered candidate VX-670 pursuant to the mutually agreed-upon research plan (Research Plan). The Research Plan is overseen by a Joint Research Committee (JRC) as detailed in the Vertex Agreement. Pursuant to the terms of the Vertex Agreement, the JRC may amend the Research Plan to include additional DM1-related research activities with a goal of identifying other EEV-based therapeutic product candidates for the potential treatment of DM1. Vertex is obligated to reimburse the Company’s research expenses incurred in performing activities under the Research Plan. Pursuant to the Vertex Agreement, the Company received an upfront payment of $223.7 million, and Vertex made an equity investment of $26.3 million by purchasing 1,618,613 shares of the Company's common stock, pursuant to a separate but simultaneously executed stock purchase agreement. Under the terms of the Vertex Agreement, the Company is eligible to receive up to $485.0 million upon the achievement of certain research, development, regulatory and commercial milestones. The Company will also receive tiered royalties, from the mid to high single digits based on potential future net sales of licensed products as set forth in the Vertex Agreement. In October 2023, the Company achieved a milestone pursuant to the Vertex Agreement related to preclinical IND-enabling GLP toxicology studies of VX-670 that triggered a $17.5 million milestone payment, which the Company received in November 2023. The term of the Vertex Agreement will expire in its entirety upon expiration of the royalty term as set forth in the Vertex Agreement. Vertex may terminate the Vertex Agreement for convenience by providing adequate written notice to the Company. The Company may terminate the Vertex Agreement under certain specified circumstances, including in the event Vertex or any of its affiliates or sublicensees challenges directly or indirectly in a legal or administrative proceeding the patentability, enforceability, or validity of any licensed patent as set forth in the Vertex Agreement. Either party may terminate the Vertex Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. Neither party may assign the agreement without the prior written consent of the other party, except that a party may assign its rights and obligations to an affiliate or third party that acquires all or substantially all of the business or assets to which the Vertex Agreement relates and agrees in writing to be bound by the terms of the Vertex Agreement. Vertex Agreement - Accounting Analysis The Company determined that the Vertex Agreement should be accounted for in accordance with ASC 606 as Vertex was deemed to be a customer. The Company assessed the promised goods and services under the Vertex Agreement in accordance with ASC 606. At inception, the Vertex Agreement included one performance obligation which was the combination of the exclusive license and the performance of the research activities for VX-670 (Performance Obligation One). The Company concluded that the license is not distinct from the research and development services for VX-670 during the research collaboration as Vertex cannot fully exploit the value of the license without receipt of such services. The Company also determined, at inception, that Vertex's ability to engage Entrada to perform work on additional EEV-based therapeutic candidates for the potential treatment of DM1 through the JRC represented customer options. The Company concluded that these customer options do not represent a material right as these services will be reimbursed by Vertex at a price that represents standalone selling price for such services. In the second quarter of 2023, pursuant to the terms of the agreement, Vertex amended the Research Plan (The Amended Research Plan) to engage Entrada to perform work on additional EEV-based therapeutic candidates for the potential treatment of DM1 (Performance Obligation Two). Such work is treated as a separate contract for accounting purposes and represents a separate performance obligation as the activities are distinct from the combined license and research activities for VX-670. Determination of Transaction Price At the commencement of the arrangement, the Vertex Agreement had a fixed transaction price of $232.0 million, primarily consisting of the $223.7 million upfront fee plus a premium of $6.9 million related to the 1,618,613 shares sold to Vertex under the Stock Purchase Agreement when measured at fair value on the date of issuance. The shares issued to Vertex pursuant to the Stock Purchase Agreement were unregistered and therefore considered restricted securities at the time of issuance. As a result, the fair value of the shares issued to Vertex of $19.4 million was calculated using the closing price of the Company's unrestricted common shares on February 8, 2023, adjusted to reflect a discount for lack of marketability (DLOM) due to the shares issued being unregistered and therefore subject to related sale restrictions. The Company is also entitled to reimbursement of costs incurred in connection with the delivery of services performed for VX-670 and for additional EEV-based therapeutic candidates under the Amended Research Plan. The Company utilized the most likely amount approach to estimate the expected cost reimbursement. The Company concluded that these amounts do not require a constraint and are included in the transaction price at inception. The Company considers this estimate at each reporting date and updates the estimate based on information available. In October 2023, the Company achieved a milestone related to preclinical IND-enabling GLP toxicology studies of VX-670, which triggered a $17.5 million payment that was received in November 2023. Upon the achievement of the milestone, the Company recorded a $7.8 million cumulative catch-up entry to collaboration revenue. No additional milestones were deemed probable of being achieved as of December 31, 2023 and, therefore, all remaining milestone payments were fully constrained and excluded from the transaction price as of December 31, 2023 . The Company re-evaluates the probability of achievement of development milestones and any related constraint at each period end, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue in the period of adjustment. Allocation and Recognition As of December 31, 2023, the transaction price for the combination of the exclusive license and the performance of the research activities for VX-670 consists of (i) the upfront payment, (ii) the milestone achieved in October 2023 and (iii) reimbursement of costs incurred in connection with the delivery of services under the Amended Research Plan associated with VX-670. The transaction price for the work on additional EEV-based therapeutic candidates consists of the reimbursement of costs incurred in connection with the delivery of services under the Amended Research Plan associated with such work. The Company recognizes revenue associated with both performance obligations as the related research and development services are provided using an input method, according to the costs incurred as related to the respective research services and the costs expected to be incurred in the future to satisfy the performance obligations in accordance with the Amended Research Plan. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligations. The estimated costs associated with the remaining effort required to complete the performance obligations in accordance with the research plans may change, which may materially impact revenue recognition. The Company regularly evaluates and, when necessary, updates the costs associated with the remaining effort pursuant to the performance obligations under the Vertex Agreement and records any necessary adjustment to revenue for the change in estimate. The amounts received that have not yet been recognized as revenue are deferred on the Company’s consolidated balance sheet and will be recognized over the remaining research and development period until the performance obligation is satisfied. The performance obligations have not been fully satisfied as of December 31, 2023 . The following table summarizes the revenue recognized in connection with the Company's performance under the Vertex Agreement during the year ended December 31, 2023 . Year ended December 31, 2023 2022 Collaboration services revenue $ 17,508 $ — Recognition of upfront and milestone payments 111,505 — Total $ 129,013 $ — The aggregate amount of the transaction price allocated to the Company’s unsatisfied performance obligations and recorded in deferred revenue at December 31, 2023 is $139.0 million. The Company will recognize the deferred revenue related to the research and development services based on a cost input method, over the remaining term of the research plan. The costs incurred to perform the research activities pursuant to the Vertex Agreement are recorded in research and development expenses. Pierrepont Agreement In July 2023, the Company and Pierrepont Therapeutics, Inc. (Pierrepont) entered into a license agreement (the Pierrepont Agreement) to advance the development of ENTR-501, the Company’s intracellular thymidine phosphorylase enzyme replacement therapy in development for the treatment of mitochondrial neurogastrointestinal encephalomyopathy (MNGIE). The Company recognized no revenue related to this agreement for the year ended December 31, 2023 as the underlying performance obligations had not been delivered as of December 31, 2023 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has a defined-contribution plan under Section 401(k) of the Code (401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. In 2022, the Company began making matching contributions to the Plan. The Company's contributions were $0.9 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (6,685) $ (94,616) Denominator: Weighted‑average common shares outstanding, basic and diluted 33,050,319 31,293,312 Net loss per share attributable to common stockholders, basic and diluted $ (0.20) $ (3.02) Common Stock Equivalents The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2023 2022 Unvested restricted common stock 1,268,461 463,964 Unvested shares from early exercises 14,745 53,741 Stock options to purchase common stock 5,414,360 5,028,850 6,697,566 5,546,555 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For the year ended December 31, 2023, subsequent events were evaluated through the date on which these consolidated financial statements were issued to determine if such events should be reflected in these consolidated financial statements |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (6,685) | $ (94,616) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | From time to time, our officers (as defined in Rule 16a–1(f)) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended December 31, 2023, our officers and directors took the following actions with respect to 10b5-1 trading arrangements: Trading Arrangement Action Date Type of Trading Arrangement Nature of Trading Arrangement Total Shares to be Sold Expiration Date Natarajan Sethuraman (Chief Scientific Officer) Adopt 12/14/2023 Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) Sale of the Company's common stock pursuant to the terms of the plan 33,856 (1) 4/13/2025 (1) Subject to increase based on any shares not sold under a previous 10b5-1 plan which will expire in April of 2024. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Natarajan Sethuraman [Member] | ||
Trading Arrangements, by Individual | ||
Name | Natarajan Sethuraman | |
Title | Chief Scientific Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 12/14/2023 | |
Arrangement Duration | 486 days | |
Aggregate Available | 33,856 | 33,856 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements reflect the operations of the Company and 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 ASC and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrual and prepayment of research and development expenses, the valuation of stock-based compensation and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that 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. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Segment Information | Segment Information The Company manages its operations as a single segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and making operating decisions. |
Revenue Recognition | Revenue Recognition To date, all revenue has been generated from the Company's Strategic Collaboration and License Agreement with Vertex, which closed in February 2023 and was amended in October 2023 (Vertex Agreement), and falls within the scope of ASC Topic 606, "Revenue from Contracts with Customers" (ASC 606), under which the Company licensed rights to VX-670 and performs research and development services. The terms of this arrangement includes a non-refundable upfront payment, reimbursement for research and development costs; development, regulatory, and commercial milestone payments; and royalties on net sales of licensed products. |
Revenue Recognition | Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. For contracts within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered separate performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying license relative to the option exercise price, including assumptions about technical feasibility and the probability of developing a candidate that would be subject to the option rights. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such promised goods or services are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. For contracts within the scope of ASC 606 that contain elements within the scope of a different ASC Topic, the Company excludes the fair value such elements from the transaction price. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment as a change in estimate. If an arrangement includes development or regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price in the period in which the Company deems the milestone to be probable. Milestone payments that are not within the Company’s control or a customer's control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is allocated to the identified performance obligations in proportion to their standalone selling prices (SSP) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations may require significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. Up-front and milestone payments are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as a collaboration receivable when the Company's right to consideration is unconditional. To date, the Company has not recorded any credit losses on its collaboration receivables. The Company then recognizes the revenue allocated to each performance when (or as) each performance obligation is satisfied, either at a point in time or over time. Any over time recognition is based on the use of an output or input method. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and marketable securities. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. The Company’s marketable securities primarily consist of corporate bonds and U.S. government agency securities and treasuries, and potentially subject the Company to concentrations of credit risk. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents. At December 31, 2023 and 2022 cash and cash equivalents include standard checking accounts and money market account funds that invest primarily in U.S. government-backed securities and treasuries. As of December 31, 2023 and 2022, restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facilities located at One Design Center Place, Boston, Massachusetts. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows (in thousands): December 31, December 31, Cash and cash equivalents $ 67,602 $ 45,157 Restricted cash 3,950 3,950 Total cash, cash equivalents and restricted cash $ 71,552 $ 49,107 |
Marketable Securities | Marketable Securities Investments in marketable securities are classified as available-for-sale. Available-for-sale securities are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale securities are reported as a separate component of stockholders’ equity. Premiums or discounts from par value are amortized or accreted to investment income and/or expense over the life of the underlying investment. All of the Company’s marketable securities are available to the Company for use in current operations. As a result, the Company classified all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date. Realized gains and losses are determined using the specific identification method and are included in interest and other income in our consolidated statement of operations. The Company assesses impairment for its marketable securities under the available-for-sale debt security impairment model in ASC 326 as of each reporting date. Based on the model, we determine if a portion of any decline in fair value below carrying value is the result of a credit loss. The Company records credit losses in the consolidated statements of operations and comprehensive loss as credit loss expense within interest and other income, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale debt securities. Accrued interest receivable related to the Company's available-for-sale debt securities is presented within prepaid expenses and other current assets on the Company's consolidated balance sheets. The Company has elected the practical expedient available to exclude accrued interest receivable from both the fair value and the amortized cost basis of available-for-sale debt securities for the purposes of identifying and measuring any impairment. The Company writes off accrued interest receivable once it has determined that the asset is not realizable. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not written off any accrued interest receivables associated with its marketable securities. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available under the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2023 and 2022. The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term nature. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other income (expense), net. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are expensed in operations as incurred. |
Leases | Leases At the inception of a lease arrangement, the Company determines whether the arrangement is or contains a lease based on the u nique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, 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 its incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. Prospectively, the Company adjusts the right-of-use assets for straight-line rent expense or any incentives received and remeasures the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Lease expense for lease payments is recognized on a straight-line basis over the assigned lease term. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. Changes to the terms and conditions of a lease that result in a change in the scope of or the consideration for the lease result in a lease modification. A lease modification that grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use is treated as a separate contract. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. For any lease modifications that aren't accounted for as separate contracts, the Company remeasures its right-of-use assets and lease liabilities as of the modification date. The Company assesses its right-of-use assets for impairment in a manner consistent with its assessment for long-lived assets held and used in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes incremental legal, professional accounting and other third-party fees that are incurred in the course of preparing for a financing as other non-current assets until the offering is consummated. At the time of the completion of the offering, the costs are reclassified as a reduction of the proceeds of the financing as part of additional paid-in-capital. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. |
Contingencies | Contingencies |
Indemnification Agreements | Indemnification Agreements |
Research and Development Expenses | Research and Development Expenses Research and development costs are charged to expense as incurred. Research and development costs consist of direct and allocated costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, third-party license fees related to technology with no alternative future use, laboratory supplies, depreciation, manufacturing expenses, preclinical expenses, clinical expenses, consulting and other contracted services. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development related contracts with third parties. These agreements are cancellable with prior written notice, and related fees are recorded as research and development expenses as incurred. Payments for these agreements are based on the terms of the individual contracts, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying consolidated balance sheets as prepaid and other assets or accrued liabilities. When evaluating the adequacy of the accrued liabilities and prepaid expenses, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued and prepaid balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation program allows for grants of stock options and restricted stock units. Grants are awarded to employees and non-employees, including the Company’s board of directors. The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC 718). ASC 718 requires all stock-based payments to employees, non-employees and directors, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. The Company estimates the fair value of options granted using the Black-Scholes option-pricing model (Black-Scholes) for stock option grants to both employees and non-employees. The fair value of the Company’s common stock is used to determine the fair value of restricted stock units. The Company’s stock-based compensation awards are subject to service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. The Company determines the expected volatility using the historical volatility of a peer group of comparable publicly traded companies with comparable characteristics and with historical share price information that approximates the expected term of the stock-based awards. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees and non-employees whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur. Prior to the Company’s IPO, there was no public market for its common stock, and consequently, the estimated fair value of its common stock was determined by the board of directors as of the date of each option grant, with input from management, considering third-party valuations of its common stock as well as its board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (Practice Aid). The Practice Aid identifies various available methods for allocating the enterprise value across classes of series of capital stock in determining the fair value of the Company’s common stock at each valuation date. Subsequent to the Company’s IPO, the fair value of the common stock underlying the stock-based awards is the closing price of the Company’s common stock on the date of grant. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. |
Net Loss per Share | Net Loss per Share The Company follows the two-class method when computing net loss per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. Given that the Company recorded a net loss for each of the periods presented, there is no difference between basic and diluted net loss per share since the effect of common stock equivalents would be antidilutive and are, therefore, excluded from the diluted net loss per share calculation. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss and other comprehensive loss. For both the year ended December 31, 2023 and the year ended December 31, 2022, comprehensive loss consists of net loss and changes in unrealized gains and losses on marketable securities. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Effective January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) . This ASU requires that credit losses for financial instruments measured at amortized cost be reported using an expected losses model rather than the incurred losses model that was previously 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 for any credit losses instead of reducing the amortized cost of the investment. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. This guidance did not have an impact on the Company's consolidated financial statements. ASU No. 2022-03, Fair Value Measurement (Topic 820) Effective January 1, 2023, the Company adopted ASU No. 2022-03 , Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies that a contractual restriction on the sale of an investment in an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring its fair value. For additional information regarding the impact of the adoption of this ASU on our consolidated financial statements, refer to Note 12, Collaboration and License Agreements . Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to provide enhancements to annual income tax disclosures. In particular, the standard will require more detailed information in the income tax rate reconciliation, as well as the disclosure of income taxes paid disaggregated by jurisdiction, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact of the standard on the presentation of its consolidated financial statements and footnotes. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Restrictions on Cash and Cash Equivalents | A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows (in thousands): December 31, December 31, Cash and cash equivalents $ 67,602 $ 45,157 Restricted cash 3,950 3,950 Total cash, cash equivalents and restricted cash $ 71,552 $ 49,107 |
Schedule of Cash and Cash Equivalents | A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows (in thousands): December 31, December 31, Cash and cash equivalents $ 67,602 $ 45,157 Restricted cash 3,950 3,950 Total cash, cash equivalents and restricted cash $ 71,552 $ 49,107 |
Schedule of Estimated Useful Life | Depreciation expense is recognized using the straight line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities, Available-for-sale | The following is a summary of the Company's marketable securities at December 31, 2023 and December 31, 2022 (in thousands). As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities and treasuries $ 235,500 $ 127 $ (41) $ 235,586 Corporate debt securities 25,466 — (29) 25,437 Total securities with a maturity of one year or less $ 260,966 $ 127 $ (70) $ 261,023 U.S. government agency securities and treasuries 15,537 45 — 15,582 Corporate debt securities 7,669 93 — 7,762 Total securities with a maturity of greater than one year $ 23,206 $ 138 $ — $ 23,344 Total available-for-sale securities $ 284,172 $ 265 $ (70) $ 284,367 As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities and treasuries $ 100,555 $ — $ (1,159) $ 99,396 Corporate debt securities 41,615 — (774) 40,841 Total securities with a maturity of one year or less $ 142,170 $ — $ (1,933) $ 140,237 U.S. government agency securities and treasuries — — — — Corporate debt securities 3,442 — (124) 3,318 Total securities with a maturity of greater than one year $ 3,442 $ — $ (124) $ 3,318 Total available-for-sale securities $ 145,612 $ — $ (2,057) $ 143,555 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands): Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 67,102 $ — $ — $ 67,102 Marketable securities: U.S. government agency securities and treasuries — 251,168 — 251,168 Corporate debt securities — 33,199 — 33,199 Total $ 67,102 $ 284,367 $ — $ 351,469 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 44,907 $ — $ — $ 44,907 Marketable securities: U.S. government agency securities and treasuries $ — $ 99,396 $ — $ 99,396 Corporate debt securities — 44,159 — 44,159 Total $ 44,907 $ 143,555 $ — $ 188,462 (1) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following at December 31 (in thousands): 2023 2022 Laboratory equipment $ 12,596 $ 8,335 Furniture and fixtures 2,228 161 Computer equipment 431 43 Leasehold improvements 1,859 1,859 Construction in progress — 584 Total property and equipment 17,114 10,982 Less: accumulated depreciation (5,923) (3,301) Property and equipment, net $ 11,191 $ 7,681 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31 (in thousands): 2023 2022 Employee compensation and benefits $ 6,660 $ 5,063 External research and development expenses 2,894 1,157 General and administrative professional service expenses 767 925 Other 1,004 431 Total accrued expenses and other current liabilities $ 11,325 $ 7,576 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Shares Reserved for Future Issuance under equity compensation plans | The Company has reserved the following shares of common stock for future issuance under equity compensation plans at December 31: 2023 2022 Exercise of outstanding stock options 5,414,360 5,028,850 Vesting of outstanding restricted stock 1,268,461 463,964 Future awards under the 2021 Stock Option and Incentive Plan 1,697,832 1,976,758 Future awards under the 2021 Employee Stock Purchase Plan 839,539 563,115 Total shares of authorized common stock reserved for future issuance 9,220,192 8,032,687 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recognized stock-based compensation expense in the consolidated statements of operations and comprehensive loss, by award type, as follows (in thousands): Year ended December 31, 2023 2022 Stock Options $ 9,887 $ 8,648 Restricted Stock Units 3,015 1,106 ESPP 209 141 Total $ 13,111 $ 9,895 Stock-based compensation expense recorded as research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss is as follows (in thousands): Year ended December 31, 2023 2022 Research and development expenses $ 6,169 $ 4,166 General and administrative expenses 6,942 5,729 Total $ 13,111 $ 9,895 |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted for the years then ended: December 31, 2023 December 31, 2022 Risk‑free interest rate 4.09% 2.20% Expected volatility 72% 71% Expected dividend yield — — Expected term (in years) 6.01 6.04 |
Schedule of the Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2022: Number of Shares Weighted‑Average Exercise Price Weighted‑Average Remaining Contractual Term Aggregate Intrinsic Value (2) (in years) (in thousands) Outstanding as of December 31, 2022 5,028,850 $ 10.95 Granted 799,144 13.85 Exercised (214,078) 5.54 Forfeited (199,556) 15.63 Outstanding as of December 31, 2023 5,414,360 $ 11.42 7.78 $ 25,569 Exercisable as of December 31, 2023 (1) 3,297,593 $ 9.49 7.26 $ 21,529 (1) This represents the number of vested and unvested options exercisable as of December 31, 2023. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing price of the Company's common stock at December 31, 2023 for the options that were in the money as of December 31, 2023. |
Schedule of Unvested Restricted Stock | A summary of restricted stock activity during the year ended December 31, 2023 is as follows : Shares Weighted‑ Unvested as of December 31, 2022 463,964 $ 12.26 Issued 990,167 14.29 Vested (138,361) 12.30 Forfeited (47,309) 12.51 Unvested as of December 31, 2023 1,268,461 $ 13.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | The components of the income tax expense for the years ended December 31, 2023 and 2022 (in thousands) were: Year Ended December 31, 2023 2022 Current: Federal $ 14,962 $ — State 3,779 — Foreign — — Total current tax provision 18,741 — Deferred: Federal — — State — — Foreign — — Total deferred tax provision — — Total income tax provision $ 18,741 $ — |
Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0% 21.0% State income taxes, net of federal benefit 5.1 5.5 Federal and state research and development tax credits -50.3 5.0 Non-deductible stock compensation and non-taxable items 11.3 (1.4) Change in deferred tax asset valuation allowance 170.3 (30.1) Change in state tax rates (1.9) — Effective income tax rate 155.5% —% |
Schedule of Net Deferred Tax Assets | Net deferred tax assets as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 3,617 $ 32,148 Research and development tax credit carryforwards 2,706 7,679 Intangible assets 2,326 1,142 Capitalized research and development expenses 32,803 15,747 Deferred revenue 36,726 — Lease liability 22,581 7,031 Stock compensation 1,709 1,109 Other — 34 Total deferred tax assets 102,468 64,890 Deferred tax liabilities: Property and equipment (2,044) (298) Right-of-use asset (22,237) (6,869) Prepaid expenses (281) (304) Total deferred tax liabilities (24,562) (7,471) Valuation allowance (77,906) (57,419) Net deferred tax assets $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of all operating lease cost were as follows (in thousands): Year ended December 31, 2023 Operating lease cost $ 16,395 Variable lease cost — Total lease cost $ 16,395 Supplemental information related to all operating leases was as follows: Other information Year ended December 31, 2023 Operating cash flows used for operating leases (in thousands) $ 16,268 Weighted average remaining lease term 8.2 years Weighted average discount rate 8.13% |
Schedule of Maturity of Lease Liability | Future payments due under all operating leases as of December 31, 2023 were as follows (in thousands): Maturity of lease liabilities Amount 2024 13,084 2025 13,161 2026 8,826 2027 9,083 2028 9,349 Thereafter 41,091 Total lease payments $ 94,594 Less: imputed interest (26,364) Present value of operating lease liabilities $ 68,230 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes the revenue recognized in connection with the Company's performance under the Vertex Agreement during the year ended December 31, 2023 . Year ended December 31, 2023 2022 Collaboration services revenue $ 17,508 $ — Recognition of upfront and milestone payments 111,505 — Total $ 129,013 $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (6,685) $ (94,616) Denominator: Weighted‑average common shares outstanding, basic and diluted 33,050,319 31,293,312 Net loss per share attributable to common stockholders, basic and diluted $ (0.20) $ (3.02) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2023 2022 Unvested restricted common stock 1,268,461 463,964 Unvested shares from early exercises 14,745 53,741 Stock options to purchase common stock 5,414,360 5,028,850 6,697,566 5,546,555 |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 6,685 | $ 94,616 |
Accumulated deficit | (194,970) | $ (188,285) |
Cash and cash equivalents | $ 352,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of segments | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 67,602 | $ 45,157 | |
Restricted cash | 3,950 | 3,950 | |
Total cash, cash equivalents and restricted cash | $ 71,552 | $ 49,107 | $ 291,064 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Impairment losses | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Contingencies (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accrued liabilities for legal and other contingencies | $ 0 | $ 0 |
Marketable Securities - Amortiz
Marketable Securities - Amortized Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Total available-for-sale securities | $ 284,172 | $ 145,612 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 265 | 0 |
Unrealized Losses | (70) | (2,057) |
Fair Value | ||
Marketable securities | 284,367 | 143,555 |
One Year or Less | ||
Amortized Cost | ||
Total securities with a maturity of one year or less | 260,966 | 142,170 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 127 | 0 |
Unrealized Losses | (70) | (1,933) |
Fair Value | ||
Total securities with a maturity of one year or less | 261,023 | 140,237 |
One to Two Years | ||
Amortized Cost | ||
Total securities with a maturity of greater than one year | 23,206 | 3,442 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 138 | 0 |
Unrealized Losses | 0 | (124) |
Fair Value | ||
Total securities with a maturity of greater than one year | 23,344 | 3,318 |
U.S. government agency securities and treasuries | One Year or Less | ||
Amortized Cost | ||
Total securities with a maturity of one year or less | 235,500 | 100,555 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 127 | 0 |
Unrealized Losses | (41) | (1,159) |
Fair Value | ||
Total securities with a maturity of one year or less | 235,586 | 99,396 |
U.S. government agency securities and treasuries | One to Two Years | ||
Amortized Cost | ||
Total securities with a maturity of greater than one year | 15,537 | 0 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 45 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | ||
Total securities with a maturity of greater than one year | 15,582 | 0 |
Corporate debt securities | One Year or Less | ||
Amortized Cost | ||
Total securities with a maturity of one year or less | 25,466 | 41,615 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 0 | 0 |
Unrealized Losses | (29) | (774) |
Fair Value | ||
Total securities with a maturity of one year or less | 25,437 | 40,841 |
Corporate debt securities | One to Two Years | ||
Amortized Cost | ||
Total securities with a maturity of greater than one year | 7,669 | 3,442 |
Unrealized Gains (Losses) | ||
Unrealized Gains | 93 | 0 |
Unrealized Losses | 0 | (124) |
Fair Value | ||
Total securities with a maturity of greater than one year | $ 7,762 | $ 3,318 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | Dec. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) security |
Investments, Debt and Equity Securities [Abstract] | ||
Number of securities | security | 20 | 32 |
Market value of marketable securities | $ 101,700,000 | $ 143,600,000 |
Allowance for credit loss | 0 | |
Interest receivable | $ 1,700,000 | $ 600,000 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Marketable securities: | $ 284,367 | $ 143,555 |
Cash | 500 | 300 |
Fair Value, Recurring | ||
Assets: | ||
Total | 351,469 | 188,462 |
Fair Value, Recurring | U.S. government agency securities and treasuries | ||
Assets: | ||
Marketable securities: | 251,168 | 99,396 |
Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 33,199 | 44,159 |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Cash equivalents | 67,102 | 44,907 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Total | 67,102 | 44,907 |
Fair Value, Recurring | Level 1 | U.S. government agency securities and treasuries | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 1 | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents | 67,102 | 44,907 |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Total | 284,367 | 143,555 |
Fair Value, Recurring | Level 2 | U.S. government agency securities and treasuries | ||
Assets: | ||
Marketable securities: | 251,168 | 99,396 |
Fair Value, Recurring | Level 2 | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 33,199 | 44,159 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. government agency securities and treasuries | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate debt securities | ||
Assets: | ||
Marketable securities: | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,114 | $ 10,982 |
Less: accumulated depreciation | (5,923) | (3,301) |
Property and equipment, net | 11,191 | 7,681 |
Depreciation expense | 2,841 | 1,895 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,596 | 8,335 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,228 | 161 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 431 | 43 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,859 | 1,859 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 0 | $ 584 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Employee compensation and benefits | $ 6,660 | $ 5,063 |
External research and development expenses | 2,894 | 1,157 |
General and administrative professional service expenses | 767 | 925 |
Other | 1,004 | 431 |
Total accrued expenses and other current liabilities | $ 11,325 | $ 7,576 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Dec. 31, 2023 vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock | ||||
Common stock, shares, authorized (in shares) | 150,000,000 | 150,000,000 | ||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes | vote | 1 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares issued (in shares) | 0 | 0 | ||
Preferred stock shares outstanding (in shares) | 0 | 0 | ||
Vertex Agreement | ||||
Class of Stock | ||||
Number of shares purchases in equity investment (in shares) | 1,618,613 | |||
Net proceeds from issuance of common stock | $ | $ 26.3 | |||
Offering price per share (in dollars per share) | $ / shares | $ 16.26 | |||
Sales Agreement | ||||
Class of Stock | ||||
Number of shares purchases in equity investment (in shares) | 0 | |||
Sales Agreement | Maximum | ||||
Class of Stock | ||||
Net proceeds from issuance of common stock | $ | $ 150 |
Common Stock and Preferred St_4
Common Stock and Preferred Stock - Schedule of Shares Reserved for Future Issuance under Equity Compensation Plans (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock | ||
Total shares of authorized common stock reserved for future issuance (in shares) | 9,220,192 | 8,032,687 |
2021 Plan [Member] | ||
Class of Stock | ||
Total shares of authorized common stock reserved for future issuance (in shares) | 1,697,832 | 1,976,758 |
Employee Stock Option | ||
Class of Stock | ||
Total shares of authorized common stock reserved for future issuance (in shares) | 5,414,360 | 5,028,850 |
Restricted Stock | ||
Class of Stock | ||
Total shares of authorized common stock reserved for future issuance (in shares) | 1,268,461 | 463,964 |
Employee Stock | ||
Class of Stock | ||
Total shares of authorized common stock reserved for future issuance (in shares) | 839,539 | 563,115 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based compensation | |||
Vesting of early exercised options (in shares) | 14,745 | 53,741 | |
Unvested early exercises of stock options | $ 100 | $ 200 | |
Proceeds from exercise of stock options | $ 443 | $ 284 | |
Restricted stock units, vested (in shares) | 138,361 | ||
ESPP | |||
Stock-based compensation | |||
Stock authorized for issuance (in shares) | 839,539 | 563,115 | |
Stock Options | |||
Stock-based compensation | |||
Aggregate intrinsic value of stock options exercised | $ 2,100 | $ 1,000 | |
Proceeds from exercise of stock options | $ 1,200 | $ 200 | |
Weighted-average grant-date fair value of stock options granted (in dollars per share) | $ 9.23 | $ 7.51 | |
Unrecognized compensation cost | $ 20,700 | ||
Unrecognized compensation cost, weighted-average period for recognition | 2 years 2 months 12 days | ||
Outstanding restricted stock | |||
Stock-based compensation | |||
Vesting period | 4 years | ||
Unrecognized compensation cost | $ 15,100 | ||
Unrecognized compensation cost, weighted-average period for recognition | 3 years 2 months 1 day | ||
Outstanding restricted stock | Tranche One | |||
Stock-based compensation | |||
Vesting percentage | 25% | ||
Outstanding restricted stock | Tranche Two | |||
Stock-based compensation | |||
Vesting percentage | 25% | ||
Outstanding restricted stock | Tranche Three | |||
Stock-based compensation | |||
Vesting percentage | 25% | ||
Outstanding restricted stock | Tranche Four | |||
Stock-based compensation | |||
Vesting percentage | 25% | ||
2021 Plan | |||
Stock-based compensation | |||
Shares annual increase as percentage | 4% | ||
Stock authorized for issuance (in shares) | 6,336,068 | 5,262,917 | |
2016 Stock Plan | |||
Stock-based compensation | |||
Stock authorized for issuance (in shares) | 2,044,585 | 2,206,655 | |
2021 Employee Stock Purchase Plan | ESPP | |||
Stock-based compensation | |||
Shares annual increase as percentage | 1% | ||
Stock authorized for issuance (in shares) | 278,762 | ||
Shares remaining available for future issuance (in shares) | 557,524 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based compensation | ||
Share-based compensation expense | $ 13,111 | $ 9,895 |
Research and development expenses | ||
Stock-based compensation | ||
Share-based compensation expense | 6,169 | 4,166 |
General and administrative expenses | ||
Stock-based compensation | ||
Share-based compensation expense | 6,942 | 5,729 |
Stock Options | ||
Stock-based compensation | ||
Share-based compensation expense | 9,887 | 8,648 |
Restricted Stock Units | ||
Stock-based compensation | ||
Share-based compensation expense | 3,015 | 1,106 |
ESPP | ||
Stock-based compensation | ||
Share-based compensation expense | $ 209 | $ 141 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Option Valuation (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assumptions used to determine the fair value of stock options granted | ||
Risk-free interest rate (as percentage) | 4.09% | 2.20% |
Expected volatility (as percentage) | 72% | 71% |
Expected dividend yield (as percentage) | 0% | 0% |
Expected term (in years) | 6 years 3 days | 6 years 14 days |
Stock Based Compensation - St_3
Stock Based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 5,028,850 |
Granted (in shares) | shares | 799,144 |
Exercised (in shares) | shares | (214,078) |
Forfeited (in shares) | shares | (199,556) |
Outstanding at end period (in shares) | shares | 5,414,360 |
Exercisable (in shares) | shares | 3,297,593 |
Weighted‑Average Exercise Price | |
Outstanding at beginning period (in dollars per share) | $ / shares | $ 10.95 |
Granted (in dollars per share) | $ / shares | 13.85 |
Exercised (in dollars per share) | $ / shares | 5.54 |
Forfeited (in dollars per share) | $ / shares | 15.63 |
Outstanding at end period (in dollars per share) | $ / shares | 11.42 |
Exercisable (in dollars per share) | $ / shares | $ 9.49 |
Weighted‑Average Remaining Contractual Term | |
Outstanding (in years) | 7 years 9 months 10 days |
Exercisable (in years) | 7 years 3 months 3 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 25,569 |
Exercisable | $ | $ 21,529 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Unvested balance, at beginning of period (in shares) | shares | 463,964 |
Issued (in shares) | shares | 990,167 |
Vested (in shares) | shares | (138,361) |
Forfeited (in shares) | shares | (47,309) |
Unvested balance, at end of period (in shares) | shares | 1,268,461 |
Weighted‑ Average Grant‑Date Fair Value | |
Unvested balance at beginning of period (in dollars per share) | $ / shares | $ 12.26 |
Issued (in dollars per share) | $ / shares | 14.29 |
Vested (in dollars per share) | $ / shares | 12.30 |
Forfeited (in dollars per share) | $ / shares | 12.51 |
Unvested balance at end of period (in dollars per share) | $ / shares | $ 13.83 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income (loss) before income taxes | $ 12,056 | $ (94,616) |
Total income tax provision | 18,741 | 0 |
Net operating loss carryforwards subject to expiration | $ 0 | |
Annual deduction in relation to taxable income (as percent) | 80% | |
Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 20,500 | $ 28,500 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 14,600 | |
Tax credit carryforwards | 2,100 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 8,700 | |
Tax credit carryforwards | $ 800 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 14,962 | $ 0 |
State | 3,779 | 0 |
Foreign | 0 | 0 |
Total current tax provision | 18,741 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred tax provision | 0 | 0 |
Total income tax provision | $ 18,741 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State income taxes, net of federal benefit | 5.10% | 5.50% |
Federal and state research and development tax credits | (50.30%) | 5% |
Non-deductible stock compensation and non-taxable items | 11.30% | (1.40%) |
Change in deferred tax asset valuation allowance | 170.30% | (30.10%) |
Change in state tax rates | (1.90%) | 0% |
Effective income tax rate | 155.50% | 0% |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,617 | $ 32,148 |
Research and development tax credit carryforwards | 2,706 | 7,679 |
Intangible assets | 2,326 | 1,142 |
Capitalized research and development expenses | 32,803 | 15,747 |
Deferred revenue | 36,726 | 0 |
Lease liability | 22,581 | 7,031 |
Stock compensation | 1,709 | 1,109 |
Other | 0 | 34 |
Total deferred tax assets | 102,468 | 64,890 |
Deferred tax liabilities: | ||
Property and equipment | (2,044) | (298) |
Right-of-use asset | (22,237) | (6,869) |
Prepaid expenses | (281) | (304) |
Total deferred tax liabilities | (24,562) | (7,471) |
Valuation allowance | (77,906) | (57,419) |
Net deferred tax assets | $ 0 | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - License agreement with a third-party $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) product | Dec. 31, 2022 USD ($) | Jan. 31, 2024 USD ($) | Nov. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | |
Other Commitments [Line Items] | |||||
Potential milestone payment obligation | $ 2.6 | $ 0.1 | $ 2.8 | ||
Number of licensed products | product | 3 | ||||
Patent costs | $ 0.1 | $ 0.2 | |||
Subsequent Event | |||||
Other Commitments [Line Items] | |||||
Potential milestone payment obligation | $ 0.2 | ||||
Maximum | |||||
Other Commitments [Line Items] | |||||
Non-royalty sublicensed consideration (as percent) | 15% |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 16, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) sqft | Apr. 30, 2023 USD ($) | Mar. 16, 2022 USD ($) | Mar. 16, 2022 sqft | Mar. 16, 2022 vote | |
Commitments and Contingencies | |||||||
Number of square feet | sqft | 23,189 | 65,000 | |||||
Fixed monthly rental payments | $ 500 | ||||||
Rental expenses annual increase | 3% | ||||||
Right-of-use assets, operating leases | $ 25,340 | $ 81,490 | |||||
Present value of operating lease liabilities | 68,230 | ||||||
Term of contract | 10 years | ||||||
Lease term | 5 years | ||||||
Tenant improvements allowance | $ 19,500 | ||||||
Operating leases additional allowance | $ 1,600 | ||||||
Restricted cash | $ 3,950 | 3,950 | |||||
Fixed rental payments | $ 500 | ||||||
Remaining lease period | 3 years | ||||||
Security deposit | $ 700 | ||||||
Sublease term | 3 years | ||||||
Lease term extension | 6 months | ||||||
Sublease income | $ 200 | ||||||
Sublease fixed rental rate, percentage increase per annum | 3% | ||||||
Letter of credit received in place of a security deposit | $ 500 | ||||||
Sublease income | 1,500 | ||||||
Other Current Assets | |||||||
Commitments and Contingencies | |||||||
Security deposit | 300 | ||||||
Other Noncurrent Assets | |||||||
Commitments and Contingencies | |||||||
Security deposit | 400 | ||||||
IDB | |||||||
Commitments and Contingencies | |||||||
Right-of-use assets, operating leases | $ 13,900 | $ 77,600 | |||||
Present value of operating lease liabilities | $ 63,600 | ||||||
Massachusetts | IDB | |||||||
Commitments and Contingencies | |||||||
Number of square feet | 81,229 | 81,229 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 16,395 |
Variable lease cost | 0 |
Total lease cost | $ 16,395 |
Leases - Cash flow information
Leases - Cash flow information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Operating cash flows used for operating leases | $ 16,268 |
Weighted average remaining lease term | 8 years 2 months 12 days |
Weighted average discount rate | 8.13% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Maturity of Lease Liability | |
2024 | $ 13,084 |
2025 | 13,161 |
2026 | 8,826 |
2027 | 9,083 |
2028 | 9,349 |
Lessee, Operating Lease, Liability, to be Paid, After Year Four | 41,091 |
Total lease payments | 94,594 |
Less: imputed interest | (26,364) |
Present value of operating lease liabilities | $ 68,230 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2023 | |
Vertex | |||
Commitments and Contingencies | |||
Vertex agreement, term | 4 years | ||
Milestone payment | $ 17.5 | ||
Shares issued | $ 19.4 | ||
Cumulative catch-up adjustment | 7.8 | ||
Vertex | Private Placement | |||
Commitments and Contingencies | |||
Net proceeds from issuance of common stock | $ 26.3 | ||
Number of shares purchases in equity investment (in shares) | 1,618,613 | ||
Consideration amount | $ 485 | ||
Vertex | License | |||
Commitments and Contingencies | |||
Up-front payment | 223.7 | ||
Revenue, remaining performance obligation, amount | 232 | $ 139 | |
Premium | $ 6.9 | ||
Pierrepont Therapeutics, Inc | |||
Commitments and Contingencies | |||
Revenue recognized | $ 0 |
Collaboration and License Agr_4
Collaboration and License Agreements - Schedule of Revenue and Performance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | ||
Collaboration revenue | $ 129,013 | |
Vertex | ||
Commitments and Contingencies | ||
Collaboration revenue | 129,013 | $ 0 |
Vertex | Collaboration services revenue | ||
Commitments and Contingencies | ||
Collaboration revenue | 17,508 | 0 |
Vertex | Recognition of upfront and milestone payments | ||
Commitments and Contingencies | ||
Collaboration revenue | $ 111,505 | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Company's contributions to the plan | $ 0.9 | $ 0.7 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (6,685) | $ (94,616) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 33,050,319 | 31,293,312 |
Weighted-average common shares outstanding, diluted (in shares) | 33,050,319 | 31,293,312 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.20) | $ (3.02) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.20) | $ (3.02) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss per Share | ||
Antidilutive securities excluded from common stock (in shares) | 6,697,566 | 5,546,555 |
Unvested restricted common stock | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock (in shares) | 1,268,461 | 463,964 |
Unvested shares from early exercises | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock (in shares) | 14,745 | 53,741 |
Stock Options | ||
Net Loss per Share | ||
Antidilutive securities excluded from common stock (in shares) | 5,414,360 | 5,028,850 |