Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-38550 | |
Document Quarterly Report | true | |
Entity Registrant Name | Translate Bio, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1807780 | |
Entity Address, Address Line One | 29 Hartwell Avenue | |
Entity Address, City or Town | Lexington | |
Entity Address, Postal Zip Code | 02421 | |
Trading Symbol | TBIO | |
City Area Code | 617 | |
Local Phone Number | 945-7361 | |
Entity Central Index Key | 0001693415 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock | |
Entity Address, State or Province | MA | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 75,586,714 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 249,471 | $ 342,027 |
Investments | 417,727 | 312,001 |
Collaboration receivables | 24,030 | 26,598 |
Prepaid expenses and other current assets | 20,958 | 11,741 |
Restricted cash | 4,826 | 4,826 |
Total current assets | 717,012 | 697,193 |
Property and equipment, net | 18,249 | 15,372 |
Right-of-use assets, net | 68,123 | 72,957 |
Goodwill | 21,359 | 21,359 |
Intangible assets, net | 74,507 | 79,127 |
Other assets | 5,620 | 3,928 |
Total assets | 904,870 | 889,936 |
Current liabilities: | ||
Accounts payable | 13,736 | 8,839 |
Accrued expenses | 15,079 | 13,202 |
Current portion of deferred revenue | 41,014 | 67,563 |
Current portion of operating lease liability | 11,685 | 11,733 |
Total current liabilities | 81,514 | 101,337 |
Contingent consideration | 112,493 | 152,230 |
Deferred revenue, net of current portion | 252,055 | 228,659 |
Operating lease liability, net of current portion | 46,171 | 50,953 |
Total liabilities | 492,233 | 533,179 |
Commitments and contingencies (Notes 3 and 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of June 30, 2021 and December 31, 2020; no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | |
Common stock, $0.001 par value; 200,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 75,343,712 shares and 75,029,625 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 75 | 75 |
Additional paid-in capital | 782,144 | 769,965 |
Accumulated deficit | (369,617) | (413,283) |
Accumulated other comprehensive income | 35 | |
Total stockholders' equity | 412,637 | 356,757 |
Total liabilities and stockholders' equity | $ 904,870 | $ 889,936 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 75,343,712 | 75,029,625 |
Common stock, shares outstanding | 75,343,712 | 75,029,625 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 72,649 | $ 16,319 | $ 107,249 | $ 20,974 |
Operating expenses: | ||||
Research and development | 40,477 | 29,002 | 81,617 | 50,442 |
General and administrative | 11,921 | 8,601 | 22,738 | 16,060 |
Change in fair value of contingent consideration | 4,242 | 15,347 | (39,737) | 5,895 |
Total operating expenses | 56,640 | 52,950 | 64,618 | 72,397 |
Income (loss) from operations | 16,009 | (36,631) | 42,631 | (51,423) |
Other income, net | 154 | 343 | 308 | 853 |
Income (loss) before income taxes | 16,163 | (36,288) | 42,939 | (50,570) |
Income tax benefits | 981 | 0 | 727 | 0 |
Net income (loss) | $ 17,144 | $ (36,288) | $ 43,666 | $ (50,570) |
Net income (loss) per share—basic | $ 0.23 | $ (0.58) | $ 0.58 | $ (0.83) |
Weighted average common shares outstanding—basic | 75,254,186 | 62,282,291 | 75,222,119 | 61,145,254 |
Net income (loss) per share—diluted | $ 0.21 | $ (0.58) | $ 0.55 | $ (0.83) |
Weighted average common shares outstanding—diluted | 80,026,488 | 62,282,291 | 79,994,422 | 61,145,254 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 17,144 | $ (36,288) | $ 43,666 | $ (50,570) |
Other comprehensive income (loss): | ||||
Unrealized gains (losses) on available-for-sale securities, net of tax of $0 | (42) | (315) | 35 | (201) |
Comprehensive income (loss) | $ 17,102 | $ (36,603) | $ 43,701 | $ (50,771) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gains (losses) on available-for-sale securities, net of tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Beginning balances at Dec. 31, 2019 | $ 153,536 | $ 60 | $ 512,231 | $ (359,496) | $ 741 |
Beginning balance, Shares at Dec. 31, 2019 | 60,022,067 | ||||
Exercise of stock options | 132 | 132 | |||
Exercise of stock options, Shares | 15,596 | ||||
Stock-based compensation expense | 3,172 | 3,172 | |||
Unrealized gains (losses) on available-for-sale securities | 114 | 114 | |||
Net income (loss) | (14,282) | (14,282) | |||
Ending balances at Mar. 31, 2020 | 142,672 | $ 60 | 515,535 | (373,778) | 855 |
Ending balance, shares at Mar. 31, 2020 | 60,037,663 | ||||
Beginning balances at Dec. 31, 2019 | 153,536 | $ 60 | 512,231 | (359,496) | 741 |
Beginning balance, Shares at Dec. 31, 2019 | 60,022,067 | ||||
Unrealized gains (losses) on available-for-sale securities | (201) | ||||
Net income (loss) | (50,570) | ||||
Ending balances at Jun. 30, 2020 | 271,393 | $ 69 | 680,850 | (410,066) | 540 |
Ending balance, shares at Jun. 30, 2020 | 69,359,509 | ||||
Beginning balances at Mar. 31, 2020 | 142,672 | $ 60 | 515,535 | (373,778) | 855 |
Beginning balance, Shares at Mar. 31, 2020 | 60,037,663 | ||||
Issuance of common stock in connection with public offerings, net of underwriting discounts and commissions and offering costs | 153,611 | $ 9 | 153,602 | ||
Issuance of common stock in connection with public offerings, net of underwriting discounts and commissions and offering costs, Shares | 8,544,982 | ||||
Exercise of stock options | 5,699 | 5,699 | |||
Exercise of stock options, Shares | 776,864 | ||||
Stock-based compensation expense | 6,014 | 6,014 | |||
Unrealized gains (losses) on available-for-sale securities | (315) | (315) | |||
Net income (loss) | (36,288) | (36,288) | |||
Ending balances at Jun. 30, 2020 | 271,393 | $ 69 | 680,850 | (410,066) | 540 |
Ending balance, shares at Jun. 30, 2020 | 69,359,509 | ||||
Beginning balances at Dec. 31, 2020 | 356,757 | $ 75 | 769,965 | (413,283) | 0 |
Beginning balance, Shares at Dec. 31, 2020 | 75,029,625 | ||||
Exercise of stock options | 1,550 | 1,550 | |||
Exercise of stock options, Shares | 188,047 | ||||
Stock-based compensation expense | 3,984 | 3,984 | |||
Unrealized gains (losses) on available-for-sale securities | 77 | 77 | |||
Net income (loss) | 26,522 | 26,522 | |||
Ending balances at Mar. 31, 2021 | 388,890 | $ 75 | 775,499 | (386,761) | 77 |
Ending balance, shares at Mar. 31, 2021 | 75,217,672 | ||||
Beginning balances at Dec. 31, 2020 | 356,757 | $ 75 | 769,965 | (413,283) | 0 |
Beginning balance, Shares at Dec. 31, 2020 | 75,029,625 | ||||
Unrealized gains (losses) on available-for-sale securities | 35 | ||||
Net income (loss) | 43,666 | ||||
Ending balances at Jun. 30, 2021 | 412,637 | $ 75 | 782,144 | (369,617) | 35 |
Ending balance, shares at Jun. 30, 2021 | 75,343,712 | ||||
Beginning balances at Mar. 31, 2021 | 388,890 | $ 75 | 775,499 | (386,761) | 77 |
Beginning balance, Shares at Mar. 31, 2021 | 75,217,672 | ||||
Exercise of stock options | 819 | 819 | |||
Exercise of stock options, Shares | 98,852 | ||||
Issuance of common stock under employee stock purchase plan | 490 | 490 | |||
Issuance of common stock under employee stock purchase plan, Shares | 27,188 | ||||
Stock-based compensation expense | 5,336 | 5,336 | |||
Unrealized gains (losses) on available-for-sale securities | (42) | (42) | |||
Net income (loss) | 17,144 | 17,144 | |||
Ending balances at Jun. 30, 2021 | $ 412,637 | $ 75 | $ 782,144 | $ (369,617) | $ 35 |
Ending balance, shares at Jun. 30, 2021 | 75,343,712 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 17,144 | $ (36,288) | $ 43,666 | $ (50,570) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization expense | 6,471 | 5,617 | ||
Stock-based compensation expense | 9,320 | 9,186 | ||
Change in fair value of contingent consideration | 4,242 | 15,347 | (39,737) | 5,895 |
Changes in operating assets and liabilities: | ||||
Collaboration receivables | 2,568 | (10,535) | ||
Prepaid expenses and other assets | (8,521) | 1,472 | ||
Right-of-use assets | 6,210 | 270 | ||
Long-term prepaid rent | (2,395) | (7,381) | ||
Accounts payable | 3,900 | (2,783) | ||
Accrued expenses | 1,571 | 4,013 | ||
Deferred revenue | (3,153) | (6,429) | ||
Lease liability | (6,206) | (244) | ||
Net cash provided by (used in) operating activities | 13,694 | (51,489) | ||
Cash flows from investing activities: | ||||
Purchases of investments | (185,690) | (27,409) | ||
Sales and maturities of investments | 80,000 | 111,277 | ||
Purchases of property and equipment | (3,419) | (4,446) | ||
Net cash provided by (used in) investing activities | (109,109) | 79,422 | ||
Cash flows from financing activities: | ||||
Proceeds from public offerings, net of underwriting discounts and commissions | 154,292 | |||
Payments of public offering costs | (443) | |||
Proceeds from option exercises | 2,369 | 5,831 | ||
Proceeds from issuance of common stock under employee stock purchase plan | 490 | |||
Net cash provided by financing activities | 2,859 | 159,680 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash: | (92,556) | 187,613 | ||
Cash, cash equivalents and restricted cash at beginning of period | 346,853 | 85,530 | ||
Cash, cash equivalents and restricted cash at end of period | 254,297 | 273,143 | 254,297 | 273,143 |
Cash, cash equivalents and restricted cash at end of period: | ||||
Cash and cash equivalents | 249,471 | 272,193 | 249,471 | 272,193 |
Restricted cash | 4,826 | 950 | 4,826 | 950 |
Total cash, cash equivalents and restricted cash at end of period | $ 254,297 | $ 273,143 | 254,297 | 273,143 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Purchases of property and equipment included in accounts payable and accrued expenses | $ 1,707 | 718 | ||
Offering costs included in accrued expenses | $ 238 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Translate Bio, Inc. (the “Company”) is a clinical-stage messenger RNA (“mRNA”) therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction, or to prevent infectious diseases by generating protective immunity. Using its proprietary mRNA therapeutic platform (“MRT platform”), the Company creates mRNA that encodes functional proteins. The Company’s mRNA is designed to be delivered to the target cell where the cell’s own machinery recognizes it and translates it, restoring or augmenting protein function to treat or prevent disease. The Company is primarily focused on applying its MRT platform to treat pulmonary diseases caused by insufficient protein production or where production of proteins can modify disease. In addition, the Company is pursuing discovery efforts in diseases that affect the liver. The Company is also pursuing the applicability of its MRT platform for the development of mRNA vaccines for infectious diseases under a collaboration with Sanofi Pasteur Inc. (“Sanofi”), the vaccines global business unit of Sanofi, a French société anonyme The Company is developing mRNA therapeutics for the treatment of cystic fibrosis (“CF”) with two programs, MRT5005, a clinical-stage program, and a preclinical next-generation CF program. The Company is conducting a Phase 1/2 clinical trial to evaluate the safety and tolerability of single- and multiple-ascending doses of MRT5005. The clinical trial is investigating several groups receiving five once-weekly doses, as well as a group receiving five daily doses. Percent predicted forced expiratory volume in one second (“ppFEV 1 pre-defined one-month 1 1 . The Company is leveraging its lung delivery platform and focusing its preclinical research efforts on identifying lead product candidates in additional pulmonary diseases with unmet medical needs, including primary ciliary dyskinesia (“PCD”), pulmonary arterial hypertension and respiratory infectious diseases. Positive preclinical data from our PCD program support the anticipated initiation of IND-enabling The Company has a collaboration with Sanofi to develop infectious disease vaccines using the Company’s mRNA technology. Under the collaboration, the Company and Sanofi are jointly conducting research and development activities to advance mRNA vaccines targeting up to seven infectious disease pathogens (see Note 3). Two of the target pathogens under development are SARS-CoV-2, COVID-19, SARS-CoV-2. Since early 2020, the outbreak of the novel strain of coronavirus named SARS-CoV-2 COVID-19 COVID-19 COVID-19 COVID-19 n The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, 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. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sal e The preparation of the accompanying condensed consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 COVID-19 COVID-19, COVID-19 The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its two wholly owned subsidiaries, Translate Bio MA, Inc. and Translate Bio Securities Corporation, from their date of incorporation. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated balance sheet as of June 30, 2021, the unaudited condensed consolidated statements of operations and of comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2021 and 2020 and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. The accompanying balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements for the year ended December 31, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K The accompanying unaudited interim condensed consolidated financial presentation has been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflects all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2021, the results of its operations for the three and six months ended June 30, 2021 and 2020, and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2021 and 2020 are also unaudited. The results for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year or period. Sales of Common Stock The Company is a party to an Open Market Sale Agreement SM million. During the year ended December 31 , 2020 , the Company issued and sold shares of its common stock pursuant to the Sales Agreement, resulting in gross proceeds of $ million, before deducting commissions of $ million and other offering expenses of $ million. There were shares issued or sold pursuant to the Sales Agreement during the six months ended June 30 , 2021 . In the future, $ million of shares of common stock remain available to be sold pursuant to the Sales Agreement, which sales, if any, would be made under the Company’s universal shelf registration statement on Form S-3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The significant accounting policies and estimates used in preparation of the consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2020, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes step-up |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Sanofi Collaboration and License Agreement | 3. Collaboration Agreement Sanofi Collaboration and License Agreement In 2018, the Company entered into a collaboration and license agreement with Sanofi (the “Original Sanofi Agreement”) to develop mRNA vaccines for up to five infectious disease pathogens (the “Licensed Fields”). On March 26, 2020, the Company and Sanofi amended the Original Sanofi Agreement (the “First Sanofi Amendment”) to include vaccines against SARS-CoV-2 t Pursuant to the Amended Sanofi Agreement, the Company and Sanofi are jointly conducting research and development activities to advance mRNA vaccines targeting up to seven infectious disease pathogens. The term of the research collaboration (the “Collaboration Term”) expires in June 2022 with an option for Sanofi to extend the Collaboration Term for one additional year, followed by a technology transfer to Sanofi. If Sanofi elects to extend the Collaboration Term, the collaboration may be further expanded to jointly conduct research and development activities to advance mRNA vaccines for up to an additional three infectious disease pathogens, bringing the total to up to ten pathogens. Under the terms of the Amended Sanofi Agreement, the Company has granted to Sanofi exclusive, worldwide licenses under applicable patents, patent applications, know-how Pursuant to the Original Sanofi Agreement, Sanofi paid the Company an upfront payment of $45.0 million in 2018. Pursuant to the Second Sanofi Amendment, Sanofi paid the Company an additional upfront payment of $300.0 million in August 2020. If Sanofi chooses to exercise its option to extend the Collaboration Term for an additional year, Sanofi has agreed to pay the Company an additional payment of $75.0 million. The Amended Sanofi Agreement provides that the Company is eligible to receive aggregate potential payments of up to $1.9 billion upon the achievement of additional specified development, regulatory, manufacturing and commercialization milestones, inclusive of the fee to exercise the option to extend the Collaboration Term. In particular, the Company is entitled to receive development, regulatory and sales milestone payments of up to $148.0 million for each Licensed Field, other than the SARS-CoV-2 SARS-CoV-2 one-time completion Accounting for the Sanofi Collaboration The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customer . non-refundable agreement out-of-pocket re-evaluates re-evaluates re-evaluated re-evaluate catch-up The following table summarizes the Company’s collaboration revenue (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Collaboration revenue $ 72,649 $ 16,319 $ 107,249 $ 20,974 The following table presents the balance of the Company’s contract liabilities (in thousands): June 30, December 31, 2021 2020 Contract liabilities Deferred revenue $ 293,069 $ 296,222 Deferred revenue is classified as short-term or long-term in the conde nsed cost-to-cost |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill Acquisition of Shire’s MRT Program In December 2016, the Company entered into an asset purchase agreement (as amended in June 2018) with Shire Human Genetic Therapies, Inc. (“Shire”), a subsidiary of Takeda Pharmaceutical Company Ltd., pursuant to which Shire sold equipment to and assigned to the Company all of its rights to certain patent rights, permits, real property leases, contracts, regulatory documentation, books and records, and materials related to Shire’s mRNA therapy platform (the “MRT Program”), including its cystic fibrosis transmembrane conductance regulator program. Intangible Assets, Net The acquisition of Shire’s MRT Program was accounted for in accordance with the acquisition method of accounting for business combinations. The total purchase consideration transferred was allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values. The tables below present the Company’s definite-lived intangible assets that are subject to amortization and indefinite-lived intangible assets: June 30, 2021 Estimated Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Definite-lived intangible assets: MRT 6 years $ 45,992 $ (13,776 ) $ 32,216 Indefinite-lived intangible assets: IPR&D—CF Indefinite 42,291 — 42,291 Total intangible assets, net $ 88,283 $ (13,776 ) $ 74,507 December 31, 2020 Estimated Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Definite-lived intangible assets: MRT 6 years $ 45,992 $ (9,156 ) $ 36,836 Indefinite-lived intangible assets: IPR&D—CF Indefinite 42,291 — 42,291 Total intangible assets, net $ 88,283 $ (9,156 ) $ 79,127 Identifiable intangible assets acquired in the acquisition of Shire’s MRT Program consisted of in-process Upon commencement D—M model million Indefinite-lived IPR&D is not subject to amortization, but is tested annually for impairment or more frequently if there are indicators of impairment. The Company tests its indefinite-lived IPR&D annually for impairment on October 1st. During the six months ended June 30, 2021 and 2020, the Company did not recognize any impairment charges related to indefinite-lived IPR&D. Goodwill The excess of the fair value of the consideration transferred over the fair value of identifiable assets acquired in the acquisition of Shire’s MRT Program was allocated to goodwill in the amount of $21.4 million. There have been no changes to the carrying amount of goodwill during the six months ended June 30, 2021. Goodwill is not subject to amortization, but is tested annually for impairment or more frequently if there are indicators of impairment. During the six months ended June 30, 202 1 20 |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 5. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of June 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ — $ 167,938 $ — $ 167,938 U.S. treasuries — 359,871 — 359,871 U.S. government agency bonds — 57,856 — 57,856 $ — $ 585,665 $ — $ 585,665 Liabilities: Contingent consideration $ — $ — $ 112,493 $ 112,493 $ — $ — $ 112,493 $ 112,493 Fair Value Measurements as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ — $ 273,827 $ — $ 273,827 U.S. treasuries — 292,001 — 292,001 U.S. government agency bonds — 20,000 — 20,000 $ — $ 585,828 $ — $ 585,828 Liabilities: Contingent consideration $ — $ — $ 152,230 $ 152,230 $ — $ — $ 152,230 $ 152,230 During the six months ended June 30, 2021 and the year ended December 31, 2020, there were no transfers between Level 1, Level 2 and Level 3. Cash equivalents as of June 30, 2021 and December 31, 2020 consisted of money market funds totaling $167.9 million and $273.8 million, respectively. The money market funds were valued using inputs observable in active markets for similar securities, which represent a Level 2 measurement in the fair value hierarchy. The Company’s investments as of June 30, 2021 and December 31, 2020 consisted of U.S. treasuries and U.S. government agency bonds and were clas s available-for-sale available-for-sale The estimated amortized costs and fair value of the Company’s available-for-sale June 30, 2021 December 31, 2020 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 305,053 $ 305,095 $ 201,606 $ 201,596 Due after one year through two years 112,639 112,632 110,395 110,405 Total available-for-sale $ 417,692 $ 417,727 $ 312,001 $ 312,001 Valuation of Contingent Consideration The contingent consideration liability related to the acquisition of Shire’s MRT Program in 2016 was classified as a Level 3 measurement within the fair value hierarchy. The Company may be required to pay future consideration to Shire contingent upon the achievement of potential future milestones and earnout payments. The fair value of the liability to make potential future milestone and earnout payments was estimated by the Company at each reporting date based, in part, on the results of a valuation u s The following table presents the unobservable inputs and fair value of the components of the contingent consideration (dollar amounts in thousands): Unobservable Inputs Fair Value at Projected Year of Payment June 30, December 31, 2021 2020 Earnout payments 2027 - 2039 $ 103,093 $ 142,250 Milestone payments 2027 - 2031 9,400 9,980 $ 112,493 $ 152,230 The discount rate used in the valuation was 10.8% and 11.0% as of June 30, 2021 and December 31, 2020, respectively. The following table presents a roll-forward of the total acquisition-related contingent consideration liability (in thousands): Fair Value Balance as of December 31, 2020 $ 152,230 Decrease in fair value of contingent consideration (39,737 ) Balance as of June 30, 2021 $ 112,493 The change in the fair value of contingent consideration was due to a large decrease in the fair value of contingent consideration during the three months ended March 31, 2021 due to the previously announced results of the second interim data analysis from the Phase 1/2 clinical trial of MRT5005. This decrease was partially offset by an increase in the fair value of contingent consideration during the three months ended June 30, 2021 due to the |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2021 2020 Laboratory equipment $ 18,949 $ 12,710 Computer equipment 932 922 Office equipment 941 941 Leasehold improvements 5,557 5,730 Construction in progress 2,882 5,189 29,261 25,492 Less: Accumulated depreciation and amortization (11,012 ) (10,120 ) $ 18,249 $ 15,372 Depreciation and amortization expense related to property and equipment was $1.0 million and $0.7 million during the three months ended June 30, 2021 and 2020, respectively, and $1.9 million and $1.4 million during the six months ended June 30, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2021 2020 Accrued employee compensation and benefits $ 5,326 $ 5,600 Accrued external research and development expenses 4,420 2,805 Accrued consultant and professional fees 2,468 1,489 Other 2,865 3,308 $ 15,079 $ 13,202 Included in other accrued expenses as of June 30, 2021 was $2.5 million related to a work agreement to perform a build-out |
Incentive Stock Options and Emp
Incentive Stock Options and Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Stock Options and Employee Stock Purchase Plan | 8. Incentive Stock Options and Employee Stock Purchase Plan 2021 Inducement Stock Incentive Plan On January 20, 2021, the Board of Directors adopted a 2021 Inducement Stock Incentive Plan (the “2021 Plan”), pursuant to which the Company may grant non-statutory non-employment, 2018 Equity Incentive Plan On March 7, 2018, the Company’s Board of Directors (the “Board of Directors”), subject to stockholder approval, adopted, and on June 15, 2018, the Company’s stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”), which became effective on June 27, 2018. The 2018 Plan provides for the grant of incentive stock options, non-qualified . As of December 31, 2020, there were 7,457,171 shares of common stock reserved for issuance under the 2018 Plan. On January 1, 2021, the number of shares of common stock that may be issued under the 2018 Plan increased by 3,001,185 shares of common stock. During the six months ended June 30, 2021, a total of 12,848 shares issued under the 2016 Plan have been canceled and rolled over to the 2018 Plan, such that there is a total of 10,471,204 shares of common stock reserved for issuance under the 2018 Plan as of June 30, 2021. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 20 16 The 2018 Plan is administered by the Board of Directors. The exercise prices, vesting periods and other restrictions are determined at the discretion of the Board of Directors, except that the exercise price per share of options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the 2018 Plan expire 10 years after the grant date, unless the Board of Directors sets a shorter term. Awards granted to employees, officers, members of the Board of Directors and consultants typically vest over a period of on four Typically, unvested stock options are forfeited upon the recipient ceasing to provide services to the Company. 2018 Employee Stock Purchase Plan On March 7, 2018, the Board of Directors, subject to stockholder approval, adopted, and on June 15, 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), which became effective on June 27, 2018. As of June 30, 2021, 870,096 shares of common stock were reserved for issuance under this plan. As of June 30, 2021, 54,152 shares have been issued under the 2018 ESPP. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2020 (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (in years) Outstanding as of December 31, 2020 9,557,391 $ 8.79 7.92 $ 93,256 Granted 3,126,560 $ 21.81 Exercised (286,899 ) $ 8.25 Forfeited (154,303 ) $ 14.68 Outstanding as of June 30, 2021 12,242,749 $ 12.06 8.07 $ 189,483 Exercisable as of June 30, 2021 5,953,908 $ 8.14 7.07 $ 115,421 Vested and expected to vest as of June 30, 2021 12,242,749 $ 12.06 8.07 $ 189,483 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2021 and 2020 was $3.8 million and $10.7 million, respectively. The weighted average grant-date fair value per share of stock options granted was $13.56 and $5.50 during the six months ended June 30, 2021 and 2020, respectively. Stock Option Valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company completed its initial public offering in July 2018 and therefore lacks company-specific historical and implied volatility information before that date. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted to employees and directors: Six Months Ended June 30, 2021 2020 Risk-free interest rate 1.03 % 0.79 % Expected term (in years) 6.1 6.1 Expected volatility 69.7 % 68.6 % Expected dividend yield 0 % 0 % Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development expenses $ 2,841 $ 4,091 $ 4,921 $ 5,545 General and administrative expenses 2,495 1,923 4,399 3,641 $ 5,336 $ 6,014 $ 9,320 $ 9,186 As of June 30, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $57.4 million, which is expected to be recognized over a weighted average period of 2.9 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company recognized an income tax benefit million during the three and six months ended June 30, 2021, respectively, due to the current period income before income taxes and the application of the annual effective tax rate. The annual effective tax rate relates primarily to an expected income tax liability due to the acceleration of revenue recognition for tax purposes related to the Amended Sanofi Agreement. There was income tax benefit recognized during the three and six months ended June 30, 2020. Net operating losses generated in 2018 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 10. Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period, including any dilutive effect from outstanding stock options. Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Basic net income (loss) per common share: Numerator: Net income (loss) $ 17,144 $ (36,288 ) $ 43,666 $ (50,570 ) Denominator: Weighted average common shares outstanding—basic 75,254,186 62,282,291 75,222,119 61,145,254 Net income (loss) per share—basic $ 0.23 $ (0.58 ) $ 0.58 $ (0.83 ) Diluted net income (loss) per common share: Numerator: Net income (loss) $ 17,144 $ (36,288 ) $ 43,666 $ (50,570 ) Denominator: Weighted average common shares 80,026,488 62,282,291 79,994,422 61,145,254 Net income (loss) per share—diluted $ 0.21 $ (0.58 ) $ 0.55 $ (0.83 ) The Company excluded 3,790 shares and 11,149 shares of restricted common stock, presented on a weighted average basis, from the calculations of basic net loss per share attributable to common stockholders for the three and six months ended June 30, 2020, respectively, because those shares had not vested. As of June 30, 2021, there are no unvested shares of restricted common stock. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Six Months Ended June 30, 2021 2020 Options to purchase common stock 3,608,932 10,494,989 Unvested restricted common stock — 1,691 3,608,932 10,496,680 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 11. Leases Suite Retention Agreements In September 2019, the Company entered into a suite retention and development agreement with Curia Massachusetts, Inc. (“Curia”), formerly known as Albany Molecular Research, Inc., under which a series of cleanroom suites were built at Curia’s manufacturing facility in accordance with the Company’s objectives (“Curia Agreement”). The Curia Agreement continues for five years after the build-out No. 2016-02, build-out (“Build-Out Build-Out Build-Out Build-Out right-of-use build-out Build-Out build-out In October 2020, the Company entered into a suite retention agreement (the “Biomere Suite Retention Agreement”) with Biomedical Research Models, Inc. (“Biomere”) under which the Company will lease two exclusive procedure rooms and one housing and maintenance room in Biomere’s Worcester, Massachusetts facility. The lease term is 13 months and commenced Real Estate Lease In June 2017, the Company entered into an operating lease for office and laboratory space at its headquarters in Lexington, Massachusetts. The Company occupies approximately 59,000 square feet of space under a 10-year on the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Equipment Lease In March 2018, the Company entered into an operating lease for communications equipment for use at its office and laboratory space in Lexington, Massachusetts. The term of the lease is five years, expiring in March 2023 The Company excludes leases with an initial term of one year or less in the recognized ROU asset and lease liabilities. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASC 842, lease and non-lease The components of lease cost were as follows (dollar amounts in thousands): Six Months Ended June 30, 2021 2020 Lease cost Operating lease cost $ 9,597 $ 1,346 Total lease cost $ 9,597 $ 1,346 Other information Operating cash flows from operating leases $ 9,593 $ 1,320 Operating lease liabilities arising from obtaining right-of-use 1,376 — Weighted-average remaining lease term 5 years 8 years Weighted-average discount rate 12.0 % 17.5 % Maturities of operating lease liabilities are as follows (in thousands): June 30, 2021 December 31, 2020 2021 $ 9,971 $ 18,067 2022 15,178 15,178 2023 15,591 15,591 2024 16,050 16,050 2025 12,029 12,029 2026 and thereafter 7,134 7,134 Total future minimum lease payments 75,953 84,049 Less: imputed interest (18,097 ) (21,363 ) Present value of lease liabilities $ 57,856 $ 62,686 As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate which are the rates incurred to borrow on a collateralized basis over a term equal to the lease payments in a similar economic environment in determining the present value of lease payments. The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date and for all subsequent leases the Company used an appropriate incremental borrowing rate upon commencement date. In October 2020, the Company entered into a suite retention agreement with Azzur Cleanrooms-on-Demand – Burlington, LLC (“Azzur”) under which it will lease two exclusive cleanroom suites in Azzur’s Burlington, Massachusetts facility (the “Azzur Agreement”). The lease term is months and commenced on August 1, 2021, with the option to extend the term with three months’ notice prior to the termination date. Upon commencement, the Company will pay monthly fees of million, which are subject to a increase on July 1, 2022. As of June 30, 2021, the Company’s commitment under this agreement is million through June 2023. The Company can terminate the Azzur Agreement for convenience, and without penalty, with three months’ written notice. The Azzur Agreement does not contain any lease incentives or renewal options. The Company has determined this is a lease under ASC 842. As of June 30, 2021, the Company has determined that it does not have control of the space, as defined in ASC 842, during the build-out and as such, this Azzur Agreement was included in the ROU assets or lease liabilities on the Company’s condensed consolidated balance sheet. On November 3, 2020 (the “Lease Commencement Date”), the Company entered into a ten-year build-out build-out million on the construction of lessor assets, which represents the cost of the project that exceeds the tenant allowances. The Company has paid $2.3 million towards the construction of lessor assets, which is included in other long-term assets in the condensed consolidated balance sheet as of June 30, 2021. Initial base rent, which commences 12 months after the Lease Commencement Date, shall be million, which are classified as restricted cash on the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. The Company has determined this is a lease under ASC 842. As of June 30, 2021, the Company has determined that it does not have control of the space, as defined in ASC 842, during the build-out included in the ROU assets or lease liabilities on the Company’s condensed consolidated balance sheet . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Research, Supply and License Agreements Roche Master Supply Agreement The Company is a party to a master supply agreement with Roche Diagnostics Corporation (“Roche”) pursuant to which Roche will custom manufacture certain products for the Company. The agreement specifies a minimum purchase requirement for certain custom manufactured products through December 31, 2024. As of June 30, 2021, the Company’s purchase commitments under the agreement totaled $10.5 million, with $3.5 million committed as payments each year from 2022 to 2024. Research and development expenses related to this agreement totaled $1.3 million and $1.3 million during the three months ended June 30, 2021 and 2020, respectively, and $5.7 million and $2.6 million during the six months ended June 30, 2021 and 2020, respectively. MIT Research Agreement In September 2019, the Company entered into a research agreement with the Massachusetts Institute of Technology (“MIT”) pursuant to which the Company is obligated to reimburse MIT up to $4.1 million for specified direct and indirect costs to be incurred from January 2020 through December 2022 for specified research activities conducted for the Company (the “2019 MIT Agreement”). As of June 30, 2021 and 2020, the Company paid MIT $2.4 million and $1.2 million, respectively, towards the total committed amount. Research and development expenses related to this agreement were $0.3 million during each of the three months ended June 30, 2021 and 2020 and $0.7 million during each of the six months ended June 30, 2021 and 2020. There were no amounts payable by the Company under the agreement as of June 30, 2021. The 2019 MIT Agreement expires in December 2022 and may be extended thereafter by mutual agreement of the parties. MIT Exclusive Patent License Agreement The Company is a party to an exclusive patent license agreement with MIT pursuant to which the Company received an exclusive license under the licensed patent rights to develop, manufacture and commercialize any product containing both Certain RNA sequences and certain lipid products, referred to as a “licensed product”. Under the licensed patent rights, the Company is permitted to develop, manufacture and commercialize the licensed products for the delivery of coding RNA components to treat disease in humans. The Company has the right to grant sublicenses under this license. The patent rights licensed to the Company by MIT include claims that cover certain of the Company’s customized lipid nanoparticles used for delivery of coding RNA components in its MRT platform, including products that may be developed under the Company’s collaboration with Sanofi. The Company is also obligated to make milestone payments to MIT aggregating up to $1.375 million upon the achievement of specified clinical and regulatory milestones with respect to each licensed product and $1.250 million upon the Company’s first commercial sale of each licensed product, and to pay royalties of a low single-digit percentage to MIT based on the Company’s, and any of its affiliates’ and sublicensees’, net sales of licensed products. The royalties are p a 3.4 million to MIT which included million as MIT’s share of sublicense income with respect to the payments the Company received in 2020 under the Second Sanofi Amendment and the Securities Purchase Agreement and $0.9 million as MIT’s share of sublicense income with respect to the milestones the Company achieved in 2021 under the Amended Sanofi Agreement. Future amounts that the Company may owe to MIT will depend upon the relative value of the patents the Company licensed from MIT and sublicensed to Sanofi as compared to the other rights that the Company licensed to Sanofi. The determination of the relative value of such rights is subject to a process described in the Company’s license agreement with MIT. Additionally, in the quarter ended June 30, 2021, the Company paid a total of Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters 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 that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2021 and December 31, 2020. Legal Proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 13. Subsequent Event On August 2, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sanofi S.A. and Vector Merger Sub, Inc., a Delaware corporation and a n indirect wholly owned subsidiary of Sanofi S.A. (“Merger Sub”). On the terms and subject to the conditions of the Merger Agreement, Merger Sub will commence a cash tender offer (the “Tender Offer”) to acquire all of the outstanding shares of common stock of the Company for a purchase price of $ 38.00 per share, in cash, without interest and subject to any withholding of taxes required by applicable legal requirements. Following the completion of the Tender Offer, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a n indirect w $ million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes step-up |
Collaboration Agreement (Tables
Collaboration Agreement (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Collaboration Revenue | The following table summarizes the Company’s collaboration revenue (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Collaboration revenue $ 72,649 $ 16,319 $ 107,249 $ 20,974 |
Balance of Contract Liabilities Related to Collaboration Agreements | The following table presents the balance of the Company’s contract liabilities (in thousands): June 30, December 31, 2021 2020 Contract liabilities Deferred revenue $ 293,069 $ 296,222 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets Subject to Amortization and Indefinite-Lived Intangible Assets | The tables below present the Company’s definite-lived intangible assets that are subject to amortization and indefinite-lived intangible assets: June 30, 2021 Estimated Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Definite-lived intangible assets: MRT 6 years $ 45,992 $ (13,776 ) $ 32,216 Indefinite-lived intangible assets: IPR&D—CF Indefinite 42,291 — 42,291 Total intangible assets, net $ 88,283 $ (13,776 ) $ 74,507 December 31, 2020 Estimated Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Definite-lived intangible assets: MRT 6 years $ 45,992 $ (9,156 ) $ 36,836 Indefinite-lived intangible assets: IPR&D—CF Indefinite 42,291 — 42,291 Total intangible assets, net $ 88,283 $ (9,156 ) $ 79,127 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of June 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ — $ 167,938 $ — $ 167,938 U.S. treasuries — 359,871 — 359,871 U.S. government agency bonds — 57,856 — 57,856 $ — $ 585,665 $ — $ 585,665 Liabilities: Contingent consideration $ — $ — $ 112,493 $ 112,493 $ — $ — $ 112,493 $ 112,493 Fair Value Measurements as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ — $ 273,827 $ — $ 273,827 U.S. treasuries — 292,001 — 292,001 U.S. government agency bonds — 20,000 — 20,000 $ — $ 585,828 $ — $ 585,828 Liabilities: Contingent consideration $ — $ — $ 152,230 $ 152,230 $ — $ — $ 152,230 $ 152,230 |
Summary Of Estimated Amortized Costs And Fair Value Of The Debt Securities Available For Sale And Held To Maturity | June 30, 2021 December 31, 2020 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 305,053 $ 305,095 $ 201,606 $ 201,596 Due after one year through two years 112,639 112,632 110,395 110,405 Total available-for-sale $ 417,692 $ 417,727 $ 312,001 $ 312,001 |
Schedule of Unobservable Inputs and Fair Value Components of Contingent Consideration | The following table presents the unobservable inputs and fair value of the components of the contingent consideration (dollar amounts in thousands): Unobservable Inputs Fair Value at Projected Year of Payment June 30, December 31, 2021 2020 Earnout payments 2027 - 2039 $ 103,093 $ 142,250 Milestone payments 2027 - 2031 9,400 9,980 $ 112,493 $ 152,230 |
Schedule of Total Acquisition Related Contingent Consideration Liability | The following table presents a roll-forward of the total acquisition-related contingent consideration liability (in thousands): Fair Value Balance as of December 31, 2020 $ 152,230 Decrease in fair value of contingent consideration (39,737 ) Balance as of June 30, 2021 $ 112,493 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2021 2020 Laboratory equipment $ 18,949 $ 12,710 Computer equipment 932 922 Office equipment 941 941 Leasehold improvements 5,557 5,730 Construction in progress 2,882 5,189 29,261 25,492 Less: Accumulated depreciation and amortization (11,012 ) (10,120 ) $ 18,249 $ 15,372 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, 2021 2020 Accrued employee compensation and benefits $ 5,326 $ 5,600 Accrued external research and development expenses 4,420 2,805 Accrued consultant and professional fees 2,468 1,489 Other 2,865 3,308 $ 15,079 $ 13,202 |
Incentive Stock Options and E_2
Incentive Stock Options and Employee Stock Purchase Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2020 (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (in years) Outstanding as of December 31, 2020 9,557,391 $ 8.79 7.92 $ 93,256 Granted 3,126,560 $ 21.81 Exercised (286,899 ) $ 8.25 Forfeited (154,303 ) $ 14.68 Outstanding as of June 30, 2021 12,242,749 $ 12.06 8.07 $ 189,483 Exercisable as of June 30, 2021 5,953,908 $ 8.14 7.07 $ 115,421 Vested and expected to vest as of June 30, 2021 12,242,749 $ 12.06 8.07 $ 189,483 |
Summary of Assumptions Used in Black-Scholes Option-Pricing Model to Determine Grant-Date Fair Value of Stock Option Granted | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted to employees and directors: Six Months Ended June 30, 2021 2020 Risk-free interest rate 1.03 % 0.79 % Expected term (in years) 6.1 6.1 Expected volatility 69.7 % 68.6 % Expected dividend yield 0 % 0 % |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development expenses $ 2,841 $ 4,091 $ 4,921 $ 5,545 General and administrative expenses 2,495 1,923 4,399 3,641 $ 5,336 $ 6,014 $ 9,320 $ 9,186 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Basic net income (loss) per common share: Numerator: Net income (loss) $ 17,144 $ (36,288 ) $ 43,666 $ (50,570 ) Denominator: Weighted average common shares outstanding—basic 75,254,186 62,282,291 75,222,119 61,145,254 Net income (loss) per share—basic $ 0.23 $ (0.58 ) $ 0.58 $ (0.83 ) Diluted net income (loss) per common share: Numerator: Net income (loss) $ 17,144 $ (36,288 ) $ 43,666 $ (50,570 ) Denominator: Weighted average common shares 80,026,488 62,282,291 79,994,422 61,145,254 Net income (loss) per share—diluted $ 0.21 $ (0.58 ) $ 0.55 $ (0.83 ) |
Schedule of Potential Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Six Months Ended June 30, 2021 2020 Options to purchase common stock 3,608,932 10,494,989 Unvested restricted common stock — 1,691 3,608,932 10,496,680 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of lease cost were as follows (dollar amounts in thousands): Six Months Ended June 30, 2021 2020 Lease cost Operating lease cost $ 9,597 $ 1,346 Total lease cost $ 9,597 $ 1,346 Other information Operating cash flows from operating leases $ 9,593 $ 1,320 Operating lease liabilities arising from obtaining right-of-use 1,376 — Weighted-average remaining lease term 5 years 8 years Weighted-average discount rate 12.0 % 17.5 % |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities are as follows (in thousands): June 30, 2021 December 31, 2020 2021 $ 9,971 $ 18,067 2022 15,178 15,178 2023 15,591 15,591 2024 16,050 16,050 2025 12,029 12,029 2026 and thereafter 7,134 7,134 Total future minimum lease payments 75,953 84,049 Less: imputed interest (18,097 ) (21,363 ) Present value of lease liabilities $ 57,856 $ 62,686 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)Subsidiaryshares | Dec. 31, 2020USD ($)shares | |
Initial Public Offering [Line Items] | ||
Number of wholly owned subsidiaries | Subsidiary | 2 | |
Stock available to be sold under sales agreement | $ 62.1 | |
Open Market Sale Agreement [Member] | ||
Initial Public Offering [Line Items] | ||
Payments of other offering expenses | $ 0.2 | |
Payment of issuance commissions | 1.1 | |
Issuance of common, shares | shares | 0 | |
Gross proceeds from issuance of public offering | $ 37.9 | |
Market sale aggreement of common stock | $ 100 | |
Issuance of common, shares | shares | 2,863,163 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) $ in Millions | Jul. 20, 2020USD ($) | Jun. 30, 2021USD ($)Disease | Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Revenue recognized as a cumulative catch-up adjustment | $ 20.5 | |||
Sanofi Collaboration And License Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Maximum number of infectious disease pathogens for vaccine development | 10 | |||
Sanofi Collaboration And License Agreement [Member] | Maximum [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Number of infectious disease pathogens for vaccine development | Disease | 7 | |||
Sanofi Collaboration And License Agreement [Member] | Minimum [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Number of infectious disease pathogens for vaccine development | Disease | 3 | |||
Second Sanofi Amendment Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Additional Upfront Payment | $ 300 | |||
Original Sanofi Agreement And Second Sanofi Amendment Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Increase in transaction price | $ 108.7 | |||
Non-refundable upfront payment | 345 | |||
Amended Sanofi Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Milestone payments achieved | 50 | $ 25 | ||
Collaboration receivable milestone payments achieved | 4 | |||
Sanofi Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Remaining performance obligation, expected to be recognized as revenue | $ 597 | |||
Number of infectious disease pathogens for vaccine development | Disease | 5 | |||
Upfront payment received | $ 45 | |||
Technology and process transfer milestone payment receivable | 10 | |||
Estimated reimbursable employee cost | 76.3 | |||
Estimated reimbursable development cost | 167.8 | |||
Estimated milestone payments | 212 | |||
Revenue recognized from contract liabilities | $ 29.8 | $ 6.4 | ||
Sanofi Agreement [Member] | Maximum [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Number of infectious disease pathogens for vaccine development | Disease | 6 | |||
Sublicense Second Amendment Agreement With Sanofi [Member] | Massachusetts Institute Of Technology Exclusive Patent License Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Additional Upfront Payment Receivable | $ 75 | |||
Milestone payment receivable upon the achievement of additional specified regulatory development manufacturing and commercial milestones | 1,900 | |||
Lumpsum or one time manufacturing milestone amount receivable | 200 | |||
Maximum development and regulatory milestone payment receivable | 148 | |||
Sars Cov2 Licensed Filed [Member] | Sublicense Second Amendment Agreement With Sanofi [Member] | Massachusetts Institute Of Technology Exclusive Patent License Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Maximum development and regulatory milestone payment receivable | 250 | |||
Additional Paid-in Capital [Member] | Securities Purchase Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Shares issued during the period value | $ 51.2 |
Collaboration Agreement - Summa
Collaboration Agreement - Summary of Collaboration Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Collaboration revenue | $ 72,649 | $ 16,319 | $ 107,249 | $ 20,974 |
Collaboration Agreement - Balan
Collaboration Agreement - Balance of Contract Liabilities Related to Collaboration Agreements (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Contract liabilities | ||
Deferred revenue | $ 293,069 | $ 296,222 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Definite-Lived Intangible Assets Subject to Amortization and Indefinite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, accumulated amortization | $ (13,776) | $ (9,156) |
Indefinite-lived intangible assets, gross carrying amount/net carrying amount | 42,291 | 42,291 |
Total intangible assets, gross carrying amount | 88,283 | 88,283 |
Total intangible assets, net carrying amount | $ 74,507 | $ 79,127 |
In-Process Research and Development [Member] | MRT Product [Member] | Shire's MRT Program [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, estimated life | 6 years | 6 years |
Definite-lived intangible assets, gross carrying amount | $ 45,992 | $ 45,992 |
Definite-lived intangible assets, accumulated amortization | (13,776) | (9,156) |
Definite-lived intangible assets, net carrying amount | $ 32,216 | $ 36,836 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill, Impairment Charges | $ 0 | $ 0 | |||
Goodwill | $ 21,359,000 | 21,359,000 | $ 21,359,000 | ||
Goodwill changes | 0 | ||||
Shire's MRT Program [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | 21,400,000 | 21,400,000 | |||
Shire's MRT Program [Member] | Sanofi Agreement [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Estimated amortization expense of intangible assets for 2021 | 11,800,000 | 11,800,000 | |||
Estimated amortization expense of intangible assets for 2022 | 11,200,000 | 11,200,000 | |||
Estimated amortization expense of intangible assets for 2023 | 11,100,000 | 11,100,000 | |||
Estimated amortization expense of intangible assets for 2024 | 2,700,000 | 2,700,000 | |||
OTC Deficiency Program [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 2,600,000 | $ 3,600,000 | $ 4,600,000 | $ 4,300,000 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total, assets | $ 585,665 | $ 585,828 |
Liabilities: | ||
Total, liabilities | 112,493 | 152,230 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total, assets | 0 | |
Liabilities: | ||
Total, liabilities | 0 | |
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total, assets | 585,665 | 585,828 |
Liabilities: | ||
Total, liabilities | 0 | |
Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total, assets | 0 | |
Liabilities: | ||
Total, liabilities | 112,493 | 152,230 |
Money Market Funds | ||
Assets: | ||
Total, assets | 167,938 | 273,827 |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total, assets | 0 | |
Money Market Funds | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total, assets | 167,938 | 273,827 |
Money Market Funds | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total, assets | 0 | |
U.S. treasuries | ||
Assets: | ||
Total, assets | 359,871 | 292,001 |
U.S. treasuries | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total, assets | 0 | 0 |
U.S. treasuries | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total, assets | 359,871 | 292,001 |
U.S. treasuries | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total, assets | 0 | |
U.S. Government Agency Bonds | ||
Assets: | ||
Total, assets | 57,856 | 20,000 |
U.S. Government Agency Bonds | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Total, assets | 0 | |
U.S. Government Agency Bonds | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Total, assets | 57,856 | 20,000 |
U.S. Government Agency Bonds | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Total, assets | 0 | |
Contingent Consideration | ||
Liabilities: | ||
Total, liabilities | 112,493 | 152,230 |
Contingent Consideration | Fair Value, Inputs, Level 1 | ||
Liabilities: | ||
Total, liabilities | 0 | |
Contingent Consideration | Fair Value, Inputs, Level 2 | ||
Liabilities: | ||
Total, liabilities | 0 | |
Contingent Consideration | Fair Value, Inputs, Level 3 | ||
Liabilities: | ||
Total, liabilities | $ 112,493 | $ 152,230 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary Of Estimated Amortized Costs And Fair Value Of The Debt Securities Available For Sale And Held To Maturity (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 417,692 | $ 312,001 |
Fair Value | 417,727 | 312,001 |
Due Within One Year [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 305,053 | 201,606 |
Fair Value | 305,095 | 201,596 |
Due After One Year through Two Years [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 112,639 | 110,395 |
Fair Value | $ 112,632 | $ 110,405 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Schedule of Unobservable Inputs and Fair Value Components of Contingent Consideration (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnout Payments | Minimum [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Projected Year of Payment | 2027 | 2027 |
Earnout Payments | Maximum [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Projected Year of Payment | 2039 | 2039 |
Milestone Payments | Minimum [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Projected Year of Payment | 2027 | 2027 |
Milestone Payments | Maximum [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Projected Year of Payment | 2031 | 2031 |
Contingent Consideration | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair Value at | $ 112,493 | $ 152,230 |
Contingent Consideration | Earnout Payments | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair Value at | 103,093 | 142,250 |
Contingent Consideration | Milestone Payments | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair Value at | $ 9,400 | $ 9,980 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Schedule of Total Acquisition Related Contingent Consideration Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | $ 152,230 | |||
Discontinuation of MRT5201 and Decrease in fair value of contingent consideration | $ 4,242 | $ 15,347 | (39,737) | $ 5,895 |
Ending Balance | $ 112,493 | 112,493 | ||
Contingent Consideration | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Discontinuation of MRT5201 and Decrease in fair value of contingent consideration | $ (39,737) |
Fair Value of Financial Asset_7
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 249,471,000 | $ 342,027,000 | $ 272,193,000 |
Contingent Consideration | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount Rate | 10.8 | 11 | |
Money Market Funds | Fair Value, Inputs, Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 167,900,000 | $ 273,800,000 | |
Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair Value, assets transfers into (out of) Level 3 | 0 | 0 | |
Fair value,assets transfers from Level 2 to Level 1 | 0 | 0 | |
Fair value,assets transfers from Level 1 to Level 2 | 0 | 0 | |
Fair value, liabilities transfers from Level 1 to Level 2 | 0 | 0 | |
Fair value, liabilities transfers from Level 2 to Level 1 | 0 | 0 | |
Fair Value, liabilities transfers into (out of) Level 3 | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 29,261 | $ 25,492 |
Less: Accumulated depreciation and amortization | (11,012) | (10,120) |
Property and equipment, net | 18,249 | 15,372 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 18,949 | 12,710 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 932 | 922 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 941 | 941 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,557 | 5,730 |
Construction In Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,882 | $ 5,189 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 1 | $ 0.7 | $ 1.9 | $ 1.4 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 5,326 | $ 5,600 |
Accrued external research and development expenses | 4,420 | 2,805 |
Accrued consultant and professional fees | 2,468 | 1,489 |
Other | 2,865 | 3,308 |
Total accrued expenses | $ 15,079 | $ 13,202 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) $ in Millions | Jun. 30, 2021USD ($) |
Payables and Accruals [Abstract] | |
Other accrued expenses | $ 2.5 |
Incentive Stock Options and E_3
Incentive Stock Options and Employee Stock Purchase Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2020 | Jun. 15, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 20, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to unvested stock-based awards | $ 57.4 | |||||
Unrecognized compensation cost, period for recognition | 2 years 10 months 24 days | |||||
Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Intrinsic value of stock options, exercised | $ 3.8 | $ 10.7 | ||||
Weighted average grant-date fair value | $ 13.56 | $ 5.50 | ||||
2021 Inducement Stock Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,612,550 | |||||
2018 Stock Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved for issuance | 10,471,204 | 7,457,171 | ||||
Increase in common stock issued | 3,001,185 | |||||
Percentage of exercise price per share of fair market value | 100.00% | |||||
Expiration period of stock options after grant date | 10 years | |||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options for purchase of common stock held, exercisable period | 1 year | |||||
2018 Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options for purchase of common stock held, exercisable period | 4 years | |||||
2018 Employee Stock Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common shares reserved for issuance | 870,096 | |||||
Number of stock issued during period under the plan | 54,152 | |||||
2016 Stock Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Shares Cancelled in Period | 12,848 |
Incentive Stock Options and E_4
Incentive Stock Options and Employee Stock Purchase Plan - Summary of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of shares | ||
Number of shares, beginning balance | shares | 9,557,391 | |
Number of shares, granted | shares | 3,126,560 | |
Number of shares, exercised | shares | (286,899) | |
Number of shares, forfeited | shares | (154,303) | |
Number of shares, ending balance | shares | 12,242,749 | 9,557,391 |
Number of shares, exercisable | shares | 5,953,908 | |
Number of shares, vested and expected to vest, ending balance | shares | 12,242,749 | |
Weighted average exercise price | ||
Weighted average exercise price, beginning balance | $ / shares | $ 8.79 | |
Weighted average exercise price, granted | $ / shares | 21.81 | |
Weighted average exercise price, exercised | $ / shares | 8.25 | |
Weighted average exercise price, forfeited | $ / shares | 14.68 | |
Weighted average exercise price, ending balance | $ / shares | 12.06 | $ 8.79 |
Weighted average exercise price, exercisable | $ / shares | 8.14 | |
Weighted average exercise price, vested and expected to vest, ending balance | $ / shares | $ 12.06 | |
Weighted average remaining contractual term | ||
Weighted average remaining contractual term, ending balance | 8 years 25 days | 7 years 11 months 1 day |
Weighted average remaining contractual term, exercisable | 7 years 25 days | |
Weighted average remaining contractual term, vested and expected to vest, ending balance | 8 years 25 days | |
Intrinsic value | ||
Intrinsic value, ending balance | $ | $ 189,483 | $ 93,256 |
Intrinsic value, exercisable | $ | 115,421 | |
Intrinsic value, vested and expected to vest, ending balance | $ | $ 189,483 |
Incentive Stock Options and E_5
Incentive Stock Options and Employee Stock Purchase Plan - Summary of Assumptions Used in Black-Scholes Option-Pricing Model to Determine Grant-Date Fair Value of Stock Option Granted (Detail) - Employees And Directors [Member] - Stock Options [Member] | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.03% | 0.79% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 69.70% | 68.60% |
Expected dividend yield | 0.00% | 0.00% |
Incentive Stock Options and E_6
Incentive Stock Options and Employee Stock Purchase Plan - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based compensation expense | $ 5,336 | $ 6,014 | $ 9,320 | $ 9,186 |
Research and Development Expenses [Member] | ||||
Stock-based compensation expense | 2,841 | 4,091 | 4,921 | 5,545 |
General and Administrative Expenses [Member] | ||||
Stock-based compensation expense | $ 2,495 | $ 1,923 | $ 4,399 | $ 3,641 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefits | $ (981) | $ 0 | $ (727) | $ 0 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 17,144 | $ 26,522 | $ (36,288) | $ (14,282) | $ 43,666 | $ (50,570) |
Denominator: | ||||||
Weighted average common shares outstanding—basic | 75,254,186 | 62,282,291 | 75,222,119 | 61,145,254 | ||
Net income (loss) per share—basic | $ 0.23 | $ (0.58) | $ 0.58 | $ (0.83) | ||
Weighted average common shares outstanding—diluted | 80,026,488 | 62,282,291 | 79,994,422 | 61,145,254 | ||
Net income (loss) per share—diluted | $ 0.21 | $ (0.58) | $ 0.55 | $ (0.83) |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of basic net loss per share | 3,608,932 | 10,496,680 | |
Restricted Common Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of basic net loss per share | 0 | 1,691 | |
Restricted Common Stock [Member] | Weighted Average [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of basic net loss per share | 3,790 | 11,149 |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Summary of Potential Common Shares Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Detail) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of basic net loss per share | 3,608,932 | 10,496,680 |
Stock Options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of basic net loss per share | 3,608,932 | 10,494,989 |
Restricted Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of basic net loss per share | 0 | 1,691 |
Leases - Additional Information
Leases - Additional Information (Details) | Nov. 03, 2020USD ($)ft² | Mar. 31, 2018 | Oct. 31, 2020USD ($) | Jun. 30, 2017USD ($)ft² | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Apr. 30, 2021USD ($) |
Lessee Lease Description [Line Items] | ||||||||
Lease expiration period | Mar. 31, 2023 | Mar. 31, 2023 | ||||||
Remaining term of lease | 5 years | 8 years | ||||||
Operating lease right of use assets | $ 68,123,000 | $ 72,957,000 | ||||||
Operating lease, liability | 57,856,000 | 62,686,000 | ||||||
Operating lease commitment | 75,953,000 | 84,049,000 | ||||||
Operating lease liability due in first year | 15,178,000 | 18,067,000 | ||||||
Operating lease liability due in second year | 15,591,000 | 15,178,000 | ||||||
Opearting lease payment | 9,593,000 | $ 1,320,000 | ||||||
Increase decrease in right of use assets and lease liabilities | 1,400,000 | |||||||
Waltham Massachusetts [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office and laboratory space | ft² | 138,444 | |||||||
Operating lease right of use assets | 0 | |||||||
Operating lease, liability | 0 | |||||||
Tenant improvement for lease | $ 26,300,000 | |||||||
Additional tenant allownace per square foot | $ 15 | |||||||
Operating lease liability due in first year | 5,700,000 | |||||||
Operating lease liability due in second year | 8,000,000 | |||||||
Restricted cash | 3,900,000 | |||||||
Opearting lease payment | $ 2,300,000 | |||||||
Operating Lease Term Of Contract | 10 years | |||||||
Percentage Of Increase In The Monthly Rental Expense | 3.00% | |||||||
Lexington, Massachusetts [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office and laboratory space | ft² | 59,000 | |||||||
Monthly lease payments | $ 200,000 | |||||||
Percentage of annual increase in operating lease | 3.00% | |||||||
Cash deposit collateral | $ 1,000,000 | |||||||
Remaining term of lease | 7 years | |||||||
Operating Lease Term Of Contract | 5 years | 10 years | ||||||
Suite Retention And Development Agreement [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Commitment to Build Out Cost | $ 6,000,000 | |||||||
Shared Overage cost commitment | 11,000,000 | |||||||
Maximum [Member] | Waltham Massachusetts [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Opearting lease payment | 12,500,000 | |||||||
Minimum [Member] | Waltham Massachusetts [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Opearting lease payment | $ 10,500,000 | |||||||
Albany Molecular Research, Inc. ("AMRI") [Member] | Suite Retention And Development Agreement [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Monthly lease payments | 1,000,000 | |||||||
Payments For Build Out Costs | 3,200,000 | |||||||
Future Build Out Costs | 5,600,000 | |||||||
Operating lease right of use assets | 66,600,000 | |||||||
Operating lease, liability | $ 53,800,000 | |||||||
Operating Lease Term Of Contract | 5 years | |||||||
Operating Lease Renewal Term | 3 years | |||||||
Operating lease option to extend description | the Company has the right to extend for an additional three years. | |||||||
Percentage Of Increase In The Monthly Rental Expense | 3.00% | |||||||
Albany Molecular Research, Inc. ("AMRI") [Member] | Suite Retention And Development Agreement [Member] | Other Noncurrent Assets [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Payments For Build Out Costs | $ 12,800,000 | |||||||
Biomedical Research Models Inc [Member] | Suite Retention And Development Agreement [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Monthly lease payments | $ 100,000 | |||||||
Operating lease right of use assets | 300,000 | |||||||
Operating lease, liability | $ 300,000 | |||||||
Operating Lease Term Of Contract | 13 months | |||||||
Azzur Cleanrooms on Demand Burlington LLC [Member] | Burlington Massachusetts [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Monthly lease payments | 400,000 | |||||||
Operating lease right of use assets | 0 | |||||||
Operating lease, liability | 0 | |||||||
Operating lease commitment | $ 8,800,000 | |||||||
Operating Lease Term Of Contract | 24 months | |||||||
Percentage Of Increase In The Monthly Rental Expense | 4.00% | |||||||
Richmond Group [Member] | Office And Laboratory Space [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Operating lease, liability | $ 36,800,000 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Lease Cost | ||
Operating lease cost | $ 9,597 | $ 1,346 |
Total lease cost | 9,597 | 1,346 |
Operating cash flows from operating leases | 9,593 | $ 1,320 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 1,376 | |
Weighted-average remaining lease term | 5 years | 8 years |
Weighted-average discount rate | 12.00% | 17.50% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 9,971 | |
2021 and 2022 | 15,178 | $ 18,067 |
2022 and 2023 | 15,591 | 15,178 |
2023 and 2024 | 16,050 | 15,591 |
2024 and 2025 | 12,029 | 16,050 |
2025 | 12,029 | |
2026 and thereafter | 7,134 | |
2026 and thereafter | 7,134 | |
Total future minimum lease payments | 75,953 | 84,049 |
Less: imputed interest | (18,097) | (21,363) |
Present value of lease liabilities | $ 57,856 | $ 62,686 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||||||
Research agreement, payable amount | $ 4,420 | $ 4,420 | $ 2,805 | |||
Research and development | 40,477 | $ 29,002 | $ 81,617 | $ 50,442 | ||
Research agreement, expiration period | 2022-12 | |||||
Research agreement, payment | $ 2,400 | 1,200 | ||||
Amended Sanofi Agreement [Member] | Sanofi Pasteur Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Upfront payment received | 2,500 | $ 2,500 | ||||
Roche Diagnostics Corporation Master Supply Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Agreement extended date | Dec. 31, 2024 | |||||
Commitment amount | $ 10,500 | |||||
Purchase commitments, year 2022 | 3,500 | 3,500 | ||||
Purchase commitments, year 2023 | 3,500 | 3,500 | ||||
Purchase commitments, year 2024 | 3,500 | 3,500 | ||||
Research and development | 1,300 | 1,300 | 5,700 | 2,600 | ||
MIT Research Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Research agreement, payable amount | 0 | 0 | ||||
Research and development | 300 | $ 300 | 700 | $ 700 | ||
Research agreement, committed amount | $ 4,100 | |||||
Research agreement, expiration period | 2022-12 | |||||
MIT Exclusive Patent License Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Payment of milestones | 700 | 700 | ||||
MIT Exclusive Patent License Agreement [Member] | Sanofi Pasteur Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Upfront payment received | 3,400 | 3,400 | ||||
MIT Exclusive Patent License Agreement [Member] | Milestone Payment One [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
License agreement, milestone payments | 1,375 | |||||
MIT Exclusive Patent License Agreement [Member] | Milestone Payment Two [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
License agreement, milestone payments | 1,250 | |||||
MIT Exclusive Patent License Agreement [Member] | Milestone payment Three [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Upfront payment received | $ 900 | $ 900 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 02, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Business combination, contingent consideration, liability | $ 112,493 | $ 152,230 | |
Subsequent Event [Member] | Merger Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued, price per share | $ 38 | ||
Subsequent Event [Member] | Merger Agreement [Member] | Termination of Agreement [Member] | Vector Merger Sub, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Business combination, contingent consideration, liability | $ 96,000 |