Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38501 | ||
Entity Registrant Name | BLACK DIAMOND THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-4254660 | ||
Entity Address, Address Line One | One Main Street, 14th Floor | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | (617) | ||
Local Phone Number | 252-0848 | ||
Title of 12(b) Security | Common stock, par value $0.0001 | ||
Trading Symbol | BDTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 55,486,154 | ||
Entity Common Stock, Shares Outstanding | 36,481,146 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference certain information from the definitive Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders, or the Proxy Statement, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022. Except with respect to information specifically incorporated by reference, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0001701541 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 34,315 | $ 65,799 |
Investments | 88,492 | 143,987 |
Prepaid expenses and other current assets | 4,899 | 5,917 |
Total current assets | 127,706 | 215,703 |
Property and equipment, net | 2,587 | 3,035 |
Restricted cash | 1,168 | 1,223 |
Right-of-use assets | 24,794 | 27,705 |
Other non-current assets | 0 | 16 |
Total assets | 156,255 | 247,682 |
Current liabilities: | ||
Accounts payable | 1,877 | 4,107 |
Accrued expenses and other current liabilities | 13,384 | 19,535 |
Total current liabilities | 15,261 | 23,642 |
Non-current operating lease liability | 25,299 | 28,140 |
Total liabilities | 40,560 | 51,782 |
Commitments and contingencies (Note 12) | 0 | 0 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares and 10,000,000 shares authorized at December 31, 2022 and 2021, respectively; no shares issued or outstanding at December 31, 2022 and 2021 | 0 | 0 |
Common stock; $0.0001 par value; 500,000,000 shares authorized at December 31, 2022 and 500,000,000 shares authorized at December 31, 2021; 36,434,297 shares issued and outstanding at December 31, 2022 and 36,234,624 shares issued and outstanding at December 31, 2021 | 5 | 5 |
Additional paid-in capital | 452,503 | 440,129 |
Accumulated other comprehensive (loss) income | (1,824) | (414) |
Accumulated deficit | (334,989) | (243,820) |
Total stockholders' equity | 115,695 | 195,900 |
Total liabilities and stockholders' equity | $ 156,255 | $ 247,682 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 36,434,297 | 36,234,624 |
Common stock, shares outstanding (in shares) | 36,434,297 | 36,234,624 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 64,437 | $ 96,829 |
General and administrative | 28,391 | 30,043 |
Total operating expenses | 92,828 | 126,872 |
Loss from operations | (92,828) | (126,872) |
Other income (expense): | ||
Interest income | 2,031 | 3,464 |
Other income (expense) | (354) | (2,188) |
Gain on sale of IP | 2,232 | 0 |
Total other income (expense), net | 3,909 | 1,276 |
Equity in (losses) of unconsolidated entities | (2,250) | 0 |
Net loss | $ (91,169) | $ (125,596) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (2.52) | $ (3.47) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (2.52) | $ (3.47) |
Weighted average common shares outstanding, basic (in shares) | 36,325,586 | 36,189,002 |
Weighted average common share outstanding, diluted (in shares) | 36,325,586 | 36,189,002 |
Comprehensive loss: | ||
Net loss | $ (91,169) | $ (125,596) |
Other comprehensive (loss) income: | ||
Change in unrealized (loss) gain on investments, net | (1,410) | (1,028) |
Comprehensive loss | $ (92,579) | $ (126,624) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (91,169) | $ (125,596) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 12,197 | 14,037 |
Depreciation expense | 508 | 205 |
Amortization of premium on investments | 536 | 2,186 |
Noncash rent expense | 2,730 | 2,012 |
Gain on sale of investments | 0 | (10) |
Other non-cash items | 0 | (5) |
Loss on disposal of property and equipment | 0 | 3 |
Gain on sale of property and equipment | (1) | 0 |
Gain on sale of IP | (2,232) | 0 |
Loss recognized from equity method investment | 2,250 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,018 | (1,628) |
Other non-current assets | 16 | 90 |
Accounts payable | (2,230) | 1,569 |
Accrued expenses and other current liabilities | (5,864) | 8,714 |
Non-current operating lease liability | (2,841) | (1,725) |
Net cash used in operating activities | (85,082) | (100,148) |
Cash flows from investing activities: | ||
Purchases of equipment | (192) | (2,710) |
Proceeds from disposal of equipment | 9 | 0 |
Proceeds from sales and maturities of investments | 113,690 | 182,831 |
Purchases of investments | (60,141) | (49,508) |
Net cash provided by investing activities | 53,366 | 130,613 |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options and ESPP | 177 | 729 |
Net cash provided by financing activities | 177 | 729 |
Net increase (decrease) in cash and cash equivalents | (31,539) | 31,194 |
Cash, cash equivalents and restricted cash, beginning of year | 67,022 | 35,828 |
Cash, cash equivalents and restricted cash, end of year | 35,483 | 67,022 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||
Cash and cash equivalents | 34,315 | 65,799 |
Restricted cash, end of year | 1,168 | 1,223 |
Cash, cash equivalents and restricted cash, end of year | 35,483 | 67,022 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease obligation | (181) | 21,505 |
Right-of-use asset derecognized upon early lease termination | 0 | 476 |
Purchases of equipment included in accounts payable and accrued expenses | 0 | 148 |
Equity method investment acquired for non-cash consideration | $ 18 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 36,078,383 | ||||
Beginning balance at Dec. 31, 2020 | $ 307,758 | $ 5 | $ 425,363 | $ 614 | $ (118,224) |
Common stock | |||||
Exercise of common stock options (in shares) | 110,621 | ||||
Exercise of common stock options | 665 | 665 | |||
Vesting of restricted stock units (in shares) | 27,002 | ||||
Issuance of common stock related to ESPP (in shares) | 6,162 | ||||
Issuance of common stock related to ESPP | 64 | 64 | |||
Stock-based compensation (in shares) | 12,456 | ||||
Stock-based compensation | 14,037 | 14,037 | |||
Unrealized (loss) gains on investments | (1,028) | (1,028) | |||
Net loss | $ (125,596) | (125,596) | |||
Ending balance (in shares) at Dec. 31, 2021 | 36,234,624 | 36,234,624 | |||
Ending balance at Dec. 31, 2021 | $ 195,900 | $ 5 | 440,129 | (414) | (243,820) |
Common stock | |||||
Exercise of common stock options (in shares) | 4,973 | 4,973 | |||
Exercise of common stock options | $ 16 | 16 | |||
Vesting of restricted stock units (in shares) | 62,196 | ||||
Surrender of shares for taxes (in shares) | (11,428) | ||||
Surrender of shares for taxes | (28) | (28) | |||
Issuance of common stock related to ESPP (in shares) | 53,662 | ||||
Issuance of common stock related to ESPP | 189 | 189 | |||
Stock-based compensation (in shares) | 90,270 | ||||
Stock-based compensation | 12,197 | 12,197 | |||
Unrealized (loss) gains on investments | (1,410) | (1,410) | |||
Net loss | $ (91,169) | (91,169) | |||
Ending balance (in shares) at Dec. 31, 2022 | 36,434,297 | 36,434,297 | |||
Ending balance at Dec. 31, 2022 | $ 115,695 | $ 5 | $ 452,503 | $ (1,824) | $ (334,989) |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Black Diamond Therapeutics, Inc. (the Company) is a precision oncology medicine company pioneering the discovery and development of MasterKey therapies. The Company was originally organized as a limited liability company in December 2014 under the name ASET Therapeutics LLC. In September 2016 the Company was converted to a corporation under the laws of the State of Delaware under the name ASET Therapeutics, Inc. The Company changed its name to Black Diamond Therapeutics, Inc. in January 2018. Since its inception, the Company has devoted substantially all of its efforts to raising capital, obtaining financing, and incurring research and development costs related to the development of its mutation, allostery, and pharmacology drug discovery engine. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any products, if approved, will be commercially viable. The Company operates in an environment of rapid technological innovation and substantial competition from pharmaceutical and biotechnological companies. In addition, the Company is dependent upon the services of its employees, consultants and service providers. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On November 14, 2022, the Company filed a shelf registration statement on Form S-3 (the Shelf Registration Statement), with the Securities and Exchange Commission (the SEC), which covers the offering, issuance and sale of the Company’s common stock, preferred stock, debt securities, warrants and/or units of any combination thereof up to a maximum offering price of $500 million. The Company simultaneously entered into an Open Market Sale Agreement SM with Jefferies LLC (Jefferies), as sales agent, to provide for the issuance and sale by the Company of up to $150 million of its common stock from time to time through Jefferies (the ATM Program). The Shelf Registration Statement became effective on November 22, 2022. As of December 31, 2022, no sales have been made pursuant to the ATM Program. The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. Historically, the Company has funded its operations primarily with proceeds from the sale of preferred stock and common stock. The Company expects to continue to generate operating losses for the foreseeable future. As of March 9, 2023, the issuance date of the consolidated financial statements, the Company expects that its cash, cash equivalents and investments will be sufficient to fund its currently planned operations for at least the next 12 months from the filing date of these audited consolidated financial statements. The Company will seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, and reduce headcount and general and administrative costs, which could adversely affect its business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying 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 wholly owned subsidiaries, Black Diamond Therapeutics (Canada), Inc. and Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. The Company continues to monitor the impact of the COVID-19 pandemic on all aspects of its business and has considered the impact of COVID-19 on estimates within its financial statements. The extent to which future COVID-19 developments may impact the Company’s business, results of operations or financial condition are uncertain and cannot be predicted with confidence and there may be changes to its estimates in future periods. As of the date of issuance of these consolidated financial statements, the Company has not experienced material business disruptions or incurred impairment losses in the carrying value of its assets as a result of the pandemic and is not aware of any specific related event or circumstance that would require it to update its estimates. Subsequent events The Company considers events or transactions that occur after the balance sheet date but before the final financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Foreign currency and currency translation The functional currency for the Company’s wholly owned foreign subsidiary, Black Diamond Therapeutics (Canada), Inc. is the United States Dollar. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations and comprehensive loss, as incurred. Cash and cash equivalents The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with maturities of three months or less at the time of purchase as cash and cash equivalents. At December 31, 2022 and 2021, cash and cash equivalents includes cash on deposit at commercial banks and a money market fund that invests in U.S. Government securities. Investments Investments consist of marketable securities with original maturities greater than 90 days. The Company has classified its investments with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable securities to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains and losses are reported as the accumulated other comprehensive items in stockholders’ equity. Amortization and accretion of premiums and discounts are recorded in other income (expense). Realized gains or losses on debt securities are included in interest income or interest expense, respectively. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is other than temporary and, if so, marks the investment to market on the Company’s consolidated statements of operations and comprehensive loss. Equity method investment The Company utilizes the equity method to account for an investment when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is not present. The Company applies the equity method to an investment in common stock of a nonconsolidated entity. In applying the equity method, the Company’s investment was initially recorded at fair value on the consolidated balance sheet. The Company contributed IPR&D in exchange for its investment, so it also recognized a gain on sale of IPR&D in the consolidated statements of operations and comprehensive loss on the transaction date. The Company subsequently adjusted the carrying amount of the investment by the Company’s proportionate share of the net losses of the investee based on the Company’s percentage of common stock ownership during the reporting period. The Company recorded its share of the losses of the investee as losses from investment in equity method investee in the consolidated statements of operations and comprehensive loss. The Company then evaluated whether there was a basis difference between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. The investee was not deemed a business as defined in ASC 805 – Business Combinations, so the Company immediately expensed the basis difference to the extent it related to IPR&D. The Company is not obligated to make additional capital contributions for its equity method investment and does not have guaranteed obligations or additional financial support requirements to the investee. Therefore, it only recorded losses up to the amount of its total investment. The Company’s share of losses of the equity method investee on a cumulative basis exceeded its total investment amount, so the Company discontinued equity method loss recognition. The Company will resume recording its share of losses in future periods if the investee subsequently reports net income and the Company’s share of the earnings of the equity method investee equals the Company’s share of losses not recognized during the suspended period. Equity method investments are reviewed for indicators of other-than-temporary impairment at each reporting period and are written down to fair value if there is evidence of a loss in value that is other-than-temporary. The Company presents income/losses from equity investments and any impairment related to equity method investments as losses from investments in equity method investees Restricted cash In connection with its operating lease commitments, the Company maintains certain balances for security deposits that are classified as restricted cash on the consolidated balance sheets. As of December 31, 2022 and 2021, the Company had $1,168 and $1,223, respectively, of restricted cash, which has been classified as a non-current asset on the consolidated balance sheet. Concentrations of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains accounts for all cash and cash equivalents at accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term When assets are retired or otherwise disposed of, the cost of assets disposed of and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of long-lived assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the periods presented. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. • Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • quoted prices for similar assets and liabilities in active markets • quoted prices for identical or similar assets or liabilities in markets that are not active • observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) • inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The carrying values of the Company’s prepaid expenses and other current assets, and accounts payable and accrued expenses, approximate their fair values due to the short-term nature of these assets and liabilities. Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is the development of selective medicines for patients with genetically defined cancers driven by oncogenes activated by allosteric mutations. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct preclinical and clinical development activities. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Research contract costs and accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications to operations are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-based compensation The Company measures all stock-based awards granted to employees, non-employees and directors based on the fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these awards using the straight-line method. For stock options or restricted stock units issued with performance-based vesting conditions, the stock compensation expense related to these awards is recognized based on the grant date fair value when achievement of the performance condition is deemed probable. The Company would apply the graded-vesting method to all stock-based awards with performance-based vesting conditions or to awards with both service-based and performance based vesting conditions. Forfeitures are accounted for as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black- Scholes option-pricing model. The Company lacks sufficient company-specific historical and implied volatility information. 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. The Company uses the simplified method prescribed by Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term of options granted to employees, non-employees and directors. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. Comprehensive loss Comprehensive loss is composed of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on investments. Net income (loss) per share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated, and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purposes of this calculation, outstanding options, unvested restricted common stock and shares issuable under the employee stock purchase plan are considered potentially dilutive common stock and are excluded from the computation of net income (loss) per share when their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021. Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation, when determinable, and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets. The Company’s operating leases are reflected in the right-of-use operating asset; operating lease liability, current portion; and non-current operating lease liability in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Variable lease payments are the amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities costs for facility leases and maintenance. Variable lease payments are expensed when incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair value measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 32,278 $ — $ — $ 32,278 Investments: Commercial paper — 3,747 — 3,747 Corporate bonds — 45,643 — 45,643 U.S. Government agencies — 39,102 — 39,102 Total $ 32,278 $ 88,492 $ — $ 120,770 Fair value measurements at December 31, 2021 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 63,730 $ — $ — $ 63,730 Investments: Corporate bonds — 104,066 — 104,066 U.S. Government agencies — 39,921 — 39,921 Total $ 63,730 $ 143,987 $ — $ 207,717 When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company's Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. There were no transfers in or out of Level 3 categories in the periods presented. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS As of December 31, 2022, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 3,748 $ — $ (1) $ 3,747 Corporate bonds 46,443 — (800) 45,643 U.S. Government agencies 40,125 — (1,023) 39,102 Total $ 90,316 $ — $ (1,824) $ 88,492 As of December 31, 2021, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 104,261 $ 47 $ (242) $ 104,066 U.S. Government agencies 40,140 — (219) 39,921 Total $ 144,401 $ 47 $ (461) $ 143,987 As of December 31, 2022, all marketable securities held by the Company had remaining contractual maturities of one year or less, except for U.S. government agencies, corporate bonds and commercial paper with a fair value of $13,687 that had maturities of one to three years. As of December 31, 2022, all marketable securities held by the Company were in a loss position. As of December 31, 2021, the marketable securities held by the Company in a loss position had remaining contractual maturities of one year or less, except for U.S. government agencies and corporate bonds with a fair value of $86,187 that had maturities of one to three years. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: December 31, 2022 2021 Laboratory equipment $ 770 $ 682 Furniture and fixtures 17 17 Computer and office equipment 38 120 Leasehold improvements 2,512 2,437 Construction in process — 148 Property and equipment 3,337 3,404 Less: accumulated depreciation (750) (369) Total Property and Equipment, net $ 2,587 $ 3,035 Depreciation expense for the years ended December 31, 2022 and 2021 was $508 and $205, respectively. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | EQUITY METHOD INVESTMENT In December 2022, the Company received 9,000,000 shares of common stock in a newly formed antibody-focused precision oncology company, Launchpad Therapeutics, Inc. (Launchpad), in exchange for contributing early discovery-stage antibody programs and granting Launchpad a license to use its MAP drug discovery engine to discover, develop and commercialize large molecule therapeutics. As of the transaction date and as of December 31, 2022, the Company has a 39.1% voting interest in Launchpad and one seat on Launchpad’s Board of Directors which provide the Company with significant influence over Launchpad. The remaining voting interest in Launchpad is held by Versant Ventures and New Enterprise Associates (NEA), who are shareholders of the Company. The Company accounted for the transaction under the equity method and recorded the carrying value of the Company’s investment in Launchpad common shares of $2,250 in equity method investments in the consolidated balance sheets. The contributed IPR&D had zero basis on the Company’s books prior to the transaction, therefore the Company recognized a gain on sale of IPR&D of $2,232 in the consolidated statements of operations and comprehensive loss. The Company also recognized a loss from investments in equity method investee of $1,540 in the consolidated statement of operations and comprehensive loss, associated with the Company’s proportionate share of Launchpad’s losses. The assets contributed by the Company were principally IPR&D and were not deemed a business by Launchpad, therefore the Company determined its remaining basis difference of $710 was substantially related to IPR&D and immediately expensed it. As of December 31, 2022, the carrying value of the investment in Launchpad was reduced to zero. Since the Company has no obligation to provide financing support to Launchpad, the Company is not required to record further losses exceeding the carrying value of the investment. The Company also determined that its investment in Launchpad is not material or significant to its operations or financial position. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 Contracted research services $ 4,713 $ 12,192 Payroll and related expenses 4,648 5,088 Professional and consulting fees 1,182 1,935 Current portion of operating lease liability 2,841 320 Total accrued expenses and other current liabilities $ 13,384 $ 19,535 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2017 Equity Incentive Plan The Company’s 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the 2017 Plan), provided for the Company to grant qualified incentive options, nonqualified options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. Upon the effectiveness of the 2020 Plan (as defined below), no further issuances were made under the 2017 Plan. 2020 Stock Option and Incentive Plan The 2020 Stock Option and Incentive Plan (the 2020 Plan) was approved by the Company’s board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020 and became effective on the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares initially reserved for issuance under the 2020 Plan was 6,665,891, which was cumulatively increased on January 1, 2021 and each January 1 thereafter by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. As of December 31, 2022, 5,764,159 shares remained available for issuance under the 2020 Plan. The number of authorized shares reserved for issuance under the 2020 Plan was increased by 1,457,371 shares effective as of January 1, 2023. 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the 2020 ESPP) was approved by the Company’s board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020, and became effective on the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. A total of 326,364 shares of common stock were initially reserved for issuance under this plan, which was cumulatively increased on January 1, 2021 and each January 1 thereafter by 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. As of December 31, 2022, 592,904 shares remained available for issuance under the 2020 Plan. The number of authorized shares reserved for issuance under the 2020 Plan was increased by 326,364 shares effective as of January 1, 2023. Option valuation The assumptions that the Company used to determine the grant-date fair value of options granted were as follows, presented on a weighted-average basis: December 31, 2022 2021 Risk-free interest rate 2.49 % 0.93 % Expected term (in years) 6.0 5.6 Expected volatility 76.2 % 76.0 % Expected dividend yield 0 % 0 % Options The following table summarizes the stock option activity under the Company’s equity awards plans: Options Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Intrinsic Value (in thousands) Outstanding December 31, 2021 4,903,839 $ 17.38 7.6 $ 847 Granted 2,155,650 $ 3.16 Exercised (4,973) $ 3.20 Cancelled or forfeited (1,453,647) $ 15.18 Expired (241,469) $ 14.58 Outstanding December 31, 2022 5,359,400 $ 12.40 7.8 $ 76 Options vested or expected to vest at December 31, 2022 5,359,400 $ 12.40 7.8 $ 76 Options exercisable at December 31, 2022 2,518,748 $ 16.03 6.9 $ 30 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 weighted-average grant-date fair value per share of options granted during the years ended December 31, 2022 and 2021 was $2.11 and $12.93, respectively. The total fair value of options vested during the years ended December 31, 2022 and 2021 was $15,392 and $11,438, respectively. Restricted stock Under terms of the restricted stock agreements covering the common stock, shares of restricted common stock are subject to a vesting schedule. The majority of restricted stock vests over a three-year period during which time all unvested stock will immediately be forfeited to the Company if the relationship between the recipient and the Company ceases. Subject to the continued employment (or other engagement of the recipient by the Company as described in the restricted stock agreements), all shares of restricted common stock become fully vested within three years of the vesting commencement date. The following table summarizes restricted stock activity since January 1, 2021: Number of shares Weighted average grant date fair value Unvested restricted common stock as of January 1, 2021 54,336 $ 29.68 Granted 10,000 $ 28.69 Vested (27,002) $ 26.46 Cancelled or forfeited (6,667) $ 1.21 Unvested restricted common stock as of December 31, 2021 30,667 $ 29.53 Granted 185,795 $ 2.31 Vested (62,196) $ 8.93 Cancelled or forfeited (52,869) $ 3.38 Unvested restricted common stock as of December 31, 2022 101,397 $ 5.92 The aggregate fair value of restricted stock that vested during the years ended December 31, 2022 and 2021 was $556 and $714, respectively. The Company had 19,000 performance restricted stock units outstanding at the beginning of the year ended December 31, 2022. For the year ended December 31, 2022, the Company granted 248,125 performance restricted stock units to its employees related to the achievement of certain clinical development, research and/or financing milestones and had 27,650 performance restricted stock units forfeited. As of December 31, 2022, the Company had 239,475 performance restricted stock units outstanding. Recognition of stock-based compensation expense associated with performance restricted stock units commences when the performance conditions are considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. As of December 31, 2022 and 2021, for performance-based restricted stock units that were outstanding, the achievement of milestones was considered probable for 3,063 shares and no shares, respectively. During the year ended December 31, 2022, one milestone for outstanding performance restricted stock units was achieved and the Company recognized stock-based compensation expense related to this milestone of $7. The milestones that had not been met were considered not probable, and therefore no expense has been recognized related to these awards in the years ended December 31, 2022 and 2021. Stock-based compensation expense The Company recorded stock-based compensation expense in the following award type categories included within its consolidated statements of operations and comprehensive loss: December 31, 2022 2021 Stock options $ 11,365 $ 12,964 Restricted stock units 559 812 Employee Stock Purchase Plan and Other 273 261 $ 12,197 $ 14,037 For the years ended December 31, 2022 and 2021, the Company issued 90,270 and 12,456 shares, respectively, of common stock out of the 2020 Plan under the Company’s policy where non-employee directors may elect to receive their compensation in the form of common stock in lieu of cash. The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive loss: December 31, 2022 2021 Research and development $ 5,277 $ 6,324 General and administrative 6,920 7,713 $ 12,197 $ 14,037 As of December 31, 2022, total unrecognized compensation cost related to the unvested stock options was $14,814, which is expected to be recognized over a weighted average period of 1.9 years. As of December 31, 2022, total unrecognized compensation cost related to the unvested restricted stock units was $326, which is expected to be recognized over a weighted average period of 0.9 years. Employee stock purchase plan The 2020 ESPP enables eligible employees to purchase shares of the Company's common stock at the end of each six For the years ended December 31, 2022 and 2021, there were 53,662 and 6,162 shares, respectively, issued under the 2020 ESPP. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (loss) before income tax expense consists of the following: December 31, 2022 2021 Domestic $ (91,270) $ (125,328) Foreign 101 (268) Total loss before income taxes $ (91,169) $ (125,596) For the years ended December 31, 2022 and 2021, the Company recorded no income tax benefit for the net operating losses incurred each year, due to its uncertainty of realizing a benefit from those items. A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations as of December 31, 2022 and 2021, respectively, is as follows: December 31, 2022 2021 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local taxes, net of federal benefit 4.4 % 4.1 % Permanent differences 0.0 % (0.1) % Stock compensation (1.7) % (0.4) % Research and development credits 2.7 % 2.6 % Change in valuation allowance (26.5) % (27.2) % Other 0.1 % 0.0 % Effective income tax rate 0.0 % 0.0 % The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: Tax year ended December 31, 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 60,651 $ 52,568 Research and development tax credits 7,934 5,439 Capitalized R&D 11,559 — Operating lease liabilities 7,194 7,172 Accruals and other 1,463 1,251 Stock-based compensation 5,275 3,835 Total deferred tax assets 94,076 70,265 Valuation Allowance (87,496) (63,014) Subtotal 6,580 7,251 Right-of-use assets (6,387) (7,236) Net fixed assets (193) (15) Net deferred tax assets $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act (the "TCJA") was signed into law. Under the TCJA provisions, effective with tax years beginning on or after January 1, 2022, taxpayers can no longer immediately expense qualified research and development expenditures. Taxpayers are now required to capitalize and amortize these costs over five years for research conducted within the United States or 15 years for research conducted abroad. As a result, the Company capitalized $49,991 of research and development expenses for the year ended December 31, 2022. As of December 31, 2022, the Company had gross federal net operating loss carryforwards of $241,019, of which $2,556 begin to expire in 2036 and the remainder do not expire but are subject to 80% limitation. As of December 31, 2022, the Company had state net operating loss carryforwards of $158,917 that begin to expire in 2036. The Company also has net operating loss carryforwards in Canada of $471 that are set to expire beginning in 2039. Additionally, the Company had federal research and development tax credit carryforwards of $7,566 that expire at various dates through 2042. In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Management believes that it is more likely than not that the Company’s deferred income tax assets will not be realized. As such, there is a full valuation allowance against the net deferred tax assets as of December 31, 2022 and 2021. The valuation allowance increased by $24,482 during the year ended December 31, 2022 primarily as a result of net operating losses generated during the period along with capitalized research and development expenses. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company also has not conducted a study of its research and development credit carryforwards, which may result in an adjustment to research and development credit carryforwards. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations if an adjustment were required. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company applies the accounting guidance in ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to taxes are based on a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. As of December 31, 2022 and 2021, the Company’s tax years are still open under statute from 2019 to the present. The Company’s foreign subsidiary has incurred losses since inception and the Company had no undistributed earnings as of December 31, 2022. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Net loss per share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): December 31, 2022 2021 Net loss attributable to common stockholders $ (91,169) $ (125,596) Weighted average common shares outstanding, basic and diluted 36,325,586 36,189,002 Net loss per share, basic and diluted $ (2.52) $ (3.47) The Company’s unvested restricted common shares at December 31, 2022 and 2021 have been excluded from the computation of basic net loss per share attributable to common stockholders. The Company’s potentially dilutive securities, which include options, unvested restricted stock, shares issuable under the employee stock purchase plan and warrants to purchase common stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 Options to purchase common stock 5,359,400 4,903,839 Unvested restricted stock 101,397 30,667 Shares issuable under employee stock purchase plan 48,805 24,806 Unvested performance restricted stock units 239,475 19,000 Warrants to purchase shares of common stock 10,757 10,757 5,759,834 4,989,069 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company has historically entered into lease arrangements for its facilities. As of December 31, 2022, the Company had two operating leases with required future minimum payments. In applying the transition guidance under ASC 842, the Company determined the classification of these leases to be operating leases and recorded right-of-use assets and lease liabilities as of the effective dates. The Company’s leases generally do not include termination or purchase options. Operating Leases In July 2020, the Company entered into a seven-year agreement with an option to extend for five The Company previously leased an office space in Cambridge, MA under a lease that commenced in February 2019 for approximately 2,357 square feet of office space, which was set to expire on April 30, 2022, subject to an option to extend the lease for three In December 2020, the Company entered into an eleven-year agreement with an option to extend for five five The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating lease for the years ended December 31, 2022 and 2021: December 31, 2022 2021 Lease Cost Operating lease cost $ 4,228 $ 3,032 Short-term lease cost 88 886 Variable lease cost 1,012 444 Total lease cost $ 5,328 $ 4,362 December 31, Other Operating Lease Information 2022 2021 Cash paid for amounts included in the measurement of lease liability $ 2,935 $ 2,464 Weighted-average remaining lease term 7.8 8.8 Weighted-average discount rate 5.3 % 5.3 % The variable lease costs for the year ended December 31, 2022 include common area maintenance and other operating charges. As the Company’s leases do not provide an implicit rate, the Company utilized its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Future minimum lease payments under the Company’s operating leases as of December 31, 2022 were as follows: 2023 $ 4,244 2024 4,359 2025 4,477 2026 4,599 2027 4,724 Thereafter 12,250 Total lease payments 34,653 Less: interest (6,513) Total lease liability $ 28,140 Rent expense for the years ended December 31, 2022 and 2021 was $5,342 and $3,921, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company enters into contracts in the normal course of business with contract research organizations (CROs), contract manufacturing organizations (CMOs) and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts do not contain minimum purchase commitments and are cancelable upon prior written notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancelable obligations of service providers, up to the date of cancellation. License Agreements The Company is party to license agreements, which include contingent payments. These payments will become payable if and when certain development, regulatory and commercial milestones are achieved. As of December 31, 2022, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable. 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 and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could 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 consolidated financial statements as of December 31, 2022 or 2021. Legal proceedings The Company is not currently party to and is not aware of any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANSThe Company has a tax-qualified 401(k) and Profit Sharing defined contribution plan (the 401(k) Plan). Under the 401(k) Plan, the Company provides an employer safe harbor matching contribution equal to 100% of a participant’s eligible contributions of up to 6% of eligible compensation, subject to limits established by the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). All matching contributions are fully vested when made. During the years ended December 31, 2022 and 2021, the Company contributed $1,146 and $927, respectively, to the 401(k) Plan. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of accounting | Principles of consolidation The accompanying 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 wholly owned subsidiaries, Black Diamond Therapeutics (Canada), Inc. and Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. |
Principles of consolidation | Principles of consolidation The accompanying 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 wholly owned subsidiaries, Black Diamond Therapeutics (Canada), Inc. and Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. |
Use of estimates | Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Subsequent events | Subsequent events The Company considers events or transactions that occur after the balance sheet date but before the final financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. |
Foreign currency and currency translation | Foreign currency and currency translation The functional currency for the Company’s wholly owned foreign subsidiary, Black Diamond Therapeutics (Canada), Inc. is the United States Dollar. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations and comprehensive loss, as incurred. |
Cash and cash equivalents | Cash and cash equivalents The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with maturities of three months or less at the time of purchase as cash and cash equivalents. |
Investments | Investments Investments consist of marketable securities with original maturities greater than 90 days. The Company has classified its investments with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable securities to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains and losses are reported as the accumulated other comprehensive items in stockholders’ equity. Amortization and accretion of premiums and discounts are recorded in other income (expense). Realized gains or losses on debt securities are included in interest income or interest expense, respectively. |
Equity method investment | Equity method investment The Company utilizes the equity method to account for an investment when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is not present. The Company applies the equity method to an investment in common stock of a nonconsolidated entity. In applying the equity method, the Company’s investment was initially recorded at fair value on the consolidated balance sheet. The Company contributed IPR&D in exchange for its investment, so it also recognized a gain on sale of IPR&D in the consolidated statements of operations and comprehensive loss on the transaction date. The Company subsequently adjusted the carrying amount of the investment by the Company’s proportionate share of the net losses of the investee based on the Company’s percentage of common stock ownership during the reporting period. The Company recorded its share of the losses of the investee as losses from investment in equity method investee in the consolidated statements of operations and comprehensive loss. The Company then evaluated whether there was a basis difference between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. The investee was not deemed a business as defined in ASC 805 – Business Combinations, so the Company immediately expensed the basis difference to the extent it related to IPR&D. The Company is not obligated to make additional capital contributions for its equity method investment and does not have guaranteed obligations or additional financial support requirements to the investee. Therefore, it only recorded losses up to the amount of its total investment. The Company’s share of losses of the equity method investee on a cumulative basis exceeded its total investment amount, so the Company discontinued equity method loss recognition. The Company will resume recording its share of losses in future periods if the investee subsequently reports net income and the Company’s share of the earnings of the equity method investee equals the Company’s share of losses not recognized during the suspended period. losses from investments in equity method investees |
Restricted cash | Restricted cash In connection with its operating lease commitments, the Company maintains certain balances for security deposits that are classified as restricted cash on the consolidated balance sheets |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains accounts for all cash and cash equivalents at accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Property and equipment | Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term |
Impairment of long - lived assets | Impairment of long-lived assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the periods presented. |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. • Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • quoted prices for similar assets and liabilities in active markets • quoted prices for identical or similar assets or liabilities in markets that are not active • observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) • inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The carrying values of the Company’s prepaid expenses and other current assets, and accounts payable and accrued expenses, approximate their fair values due to the short-term nature of these assets and liabilities. |
Segment information | Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is the development of selective medicines for patients with genetically defined cancers driven by oncogenes activated by allosteric mutations. |
Research and development costs and research contract costs and accruals | Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct preclinical and clinical development activities. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. |
Patent costs | Patent costsAll patent-related costs incurred in connection with filing and prosecuting patent applications to operations are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-based compensation | Stock-based compensation The Company measures all stock-based awards granted to employees, non-employees and directors based on the fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these awards using the straight-line method. For stock options or restricted stock units issued with performance-based vesting conditions, the stock compensation expense related to these awards is recognized based on the grant date fair value when achievement of the performance condition is deemed probable. The Company would apply the graded-vesting method to all stock-based awards with performance-based vesting conditions or to awards with both service-based and performance based vesting conditions. Forfeitures are accounted for as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black- Scholes option-pricing model. The Company lacks sufficient company-specific historical and implied volatility information. 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. The Company uses the simplified method prescribed by Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term of options granted to employees, non-employees and directors. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. |
Comprehensive loss | Comprehensive loss Comprehensive loss is composed of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on investments. |
Net income (loss) per share | Net income (loss) per share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated, and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. |
Leases | Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation, when determinable, and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets. The Company’s operating leases are reflected in the right-of-use operating asset; operating lease liability, current portion; and non-current operating lease liability in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Variable lease payments are the amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities costs for facility leases and maintenance. Variable lease payments are expensed when incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term Property and equipment, net consisted of the following: December 31, 2022 2021 Laboratory equipment $ 770 $ 682 Furniture and fixtures 17 17 Computer and office equipment 38 120 Leasehold improvements 2,512 2,437 Construction in process — 148 Property and equipment 3,337 3,404 Less: accumulated depreciation (750) (369) Total Property and Equipment, net $ 2,587 $ 3,035 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair value measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 32,278 $ — $ — $ 32,278 Investments: Commercial paper — 3,747 — 3,747 Corporate bonds — 45,643 — 45,643 U.S. Government agencies — 39,102 — 39,102 Total $ 32,278 $ 88,492 $ — $ 120,770 Fair value measurements at December 31, 2021 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 63,730 $ — $ — $ 63,730 Investments: Corporate bonds — 104,066 — 104,066 U.S. Government agencies — 39,921 — 39,921 Total $ 63,730 $ 143,987 $ — $ 207,717 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | As of December 31, 2022, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 3,748 $ — $ (1) $ 3,747 Corporate bonds 46,443 — (800) 45,643 U.S. Government agencies 40,125 — (1,023) 39,102 Total $ 90,316 $ — $ (1,824) $ 88,492 As of December 31, 2021, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 104,261 $ 47 $ (242) $ 104,066 U.S. Government agencies 40,140 — (219) 39,921 Total $ 144,401 $ 47 $ (461) $ 143,987 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term Property and equipment, net consisted of the following: December 31, 2022 2021 Laboratory equipment $ 770 $ 682 Furniture and fixtures 17 17 Computer and office equipment 38 120 Leasehold improvements 2,512 2,437 Construction in process — 148 Property and equipment 3,337 3,404 Less: accumulated depreciation (750) (369) Total Property and Equipment, net $ 2,587 $ 3,035 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 Contracted research services $ 4,713 $ 12,192 Payroll and related expenses 4,648 5,088 Professional and consulting fees 1,182 1,935 Current portion of operating lease liability 2,841 320 Total accrued expenses and other current liabilities $ 13,384 $ 19,535 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Valuation Assumptions | The assumptions that the Company used to determine the grant-date fair value of options granted were as follows, presented on a weighted-average basis: December 31, 2022 2021 Risk-free interest rate 2.49 % 0.93 % Expected term (in years) 6.0 5.6 Expected volatility 76.2 % 76.0 % Expected dividend yield 0 % 0 % |
Schedule of Stock Option Activity | The following table summarizes the stock option activity under the Company’s equity awards plans: Options Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Intrinsic Value (in thousands) Outstanding December 31, 2021 4,903,839 $ 17.38 7.6 $ 847 Granted 2,155,650 $ 3.16 Exercised (4,973) $ 3.20 Cancelled or forfeited (1,453,647) $ 15.18 Expired (241,469) $ 14.58 Outstanding December 31, 2022 5,359,400 $ 12.40 7.8 $ 76 Options vested or expected to vest at December 31, 2022 5,359,400 $ 12.40 7.8 $ 76 Options exercisable at December 31, 2022 2,518,748 $ 16.03 6.9 $ 30 |
Schedule of Restricted Stock Activity | The following table summarizes restricted stock activity since January 1, 2021: Number of shares Weighted average grant date fair value Unvested restricted common stock as of January 1, 2021 54,336 $ 29.68 Granted 10,000 $ 28.69 Vested (27,002) $ 26.46 Cancelled or forfeited (6,667) $ 1.21 Unvested restricted common stock as of December 31, 2021 30,667 $ 29.53 Granted 185,795 $ 2.31 Vested (62,196) $ 8.93 Cancelled or forfeited (52,869) $ 3.38 Unvested restricted common stock as of December 31, 2022 101,397 $ 5.92 |
Schedule of Stock-Based Compensation | The Company recorded stock-based compensation expense in the following award type categories included within its consolidated statements of operations and comprehensive loss: December 31, 2022 2021 Stock options $ 11,365 $ 12,964 Restricted stock units 559 812 Employee Stock Purchase Plan and Other 273 261 $ 12,197 $ 14,037 The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive loss: December 31, 2022 2021 Research and development $ 5,277 $ 6,324 General and administrative 6,920 7,713 $ 12,197 $ 14,037 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | Income (loss) before income tax expense consists of the following: December 31, 2022 2021 Domestic $ (91,270) $ (125,328) Foreign 101 (268) Total loss before income taxes $ (91,169) $ (125,596) |
Schedule of Income Tax Rate Reconciliation | A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations as of December 31, 2022 and 2021, respectively, is as follows: December 31, 2022 2021 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local taxes, net of federal benefit 4.4 % 4.1 % Permanent differences 0.0 % (0.1) % Stock compensation (1.7) % (0.4) % Research and development credits 2.7 % 2.6 % Change in valuation allowance (26.5) % (27.2) % Other 0.1 % 0.0 % Effective income tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: Tax year ended December 31, 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 60,651 $ 52,568 Research and development tax credits 7,934 5,439 Capitalized R&D 11,559 — Operating lease liabilities 7,194 7,172 Accruals and other 1,463 1,251 Stock-based compensation 5,275 3,835 Total deferred tax assets 94,076 70,265 Valuation Allowance (87,496) (63,014) Subtotal 6,580 7,251 Right-of-use assets (6,387) (7,236) Net fixed assets (193) (15) Net deferred tax assets $ — $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Share | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): December 31, 2022 2021 Net loss attributable to common stockholders $ (91,169) $ (125,596) Weighted average common shares outstanding, basic and diluted 36,325,586 36,189,002 Net loss per share, basic and diluted $ (2.52) $ (3.47) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 Options to purchase common stock 5,359,400 4,903,839 Unvested restricted stock 101,397 30,667 Shares issuable under employee stock purchase plan 48,805 24,806 Unvested performance restricted stock units 239,475 19,000 Warrants to purchase shares of common stock 10,757 10,757 5,759,834 4,989,069 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost and Other Operating Lease Information | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating lease for the years ended December 31, 2022 and 2021: December 31, 2022 2021 Lease Cost Operating lease cost $ 4,228 $ 3,032 Short-term lease cost 88 886 Variable lease cost 1,012 444 Total lease cost $ 5,328 $ 4,362 December 31, Other Operating Lease Information 2022 2021 Cash paid for amounts included in the measurement of lease liability $ 2,935 $ 2,464 Weighted-average remaining lease term 7.8 8.8 Weighted-average discount rate 5.3 % 5.3 % |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s operating leases as of December 31, 2022 were as follows: 2023 $ 4,244 2024 4,359 2025 4,477 2026 4,599 2027 4,724 Thereafter 12,250 Total lease payments 34,653 Less: interest (6,513) Total lease liability $ 28,140 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Millions | Nov. 14, 2022 USD ($) |
Shelf Registration Statement | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, authorized consideration | $ 500 |
Open Market Sale | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, authorized consideration | $ 150 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 01, 2022 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Restricted cash | $ 1,168 | $ 1,223 | |
Number of operating segments | segment | 1 | ||
Research and Development Asset Acquired Other than through Business Combination, Writeoff, Statement of Income or Comprehensive Income [Extensible Enumeration] | Equity in (losses) of unconsolidated entities | Equity in (losses) of unconsolidated entities | |
Launchpad Therapeutics, Inc. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity method investment | $ 0 | $ 2,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total | $ 120,770 | $ 207,717 |
Money market funds | ||
Assets: | ||
Cash equivalents | 32,278 | 63,730 |
Commercial paper | ||
Assets: | ||
Investments | 3,747 | |
Corporate bonds | ||
Assets: | ||
Investments | 45,643 | 104,066 |
U.S. Government agencies | ||
Assets: | ||
Investments | 39,102 | 39,921 |
Level 1 | ||
Assets: | ||
Total | 32,278 | 63,730 |
Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents | 32,278 | 63,730 |
Level 1 | Commercial paper | ||
Assets: | ||
Investments | 0 | |
Level 1 | Corporate bonds | ||
Assets: | ||
Investments | 0 | 0 |
Level 1 | U.S. Government agencies | ||
Assets: | ||
Investments | 0 | 0 |
Level 2 | ||
Assets: | ||
Total | 88,492 | 143,987 |
Level 2 | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Level 2 | Commercial paper | ||
Assets: | ||
Investments | 3,747 | |
Level 2 | Corporate bonds | ||
Assets: | ||
Investments | 45,643 | 104,066 |
Level 2 | U.S. Government agencies | ||
Assets: | ||
Investments | 39,102 | 39,921 |
Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Level 3 | Commercial paper | ||
Assets: | ||
Investments | 0 | |
Level 3 | Corporate bonds | ||
Assets: | ||
Investments | 0 | 0 |
Level 3 | U.S. Government agencies | ||
Assets: | ||
Investments | $ 0 | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 90,316,000 | $ 144,401,000 |
Unrealized Gains | 0 | 47,000 |
Unrealized Losses | (1,824,000) | (461,000) |
Fair Value | 88,492,000 | 143,987,000 |
Impairment loss | 0 | 0 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,748,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (1,000) | |
Fair Value | 3,747,000 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 46,443,000 | 104,261,000 |
Unrealized Gains | 0 | 47,000 |
Unrealized Losses | (800,000) | (242,000) |
Fair Value | 45,643,000 | 104,066,000 |
U.S. Government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40,125,000 | 40,140,000 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1,023,000) | (219,000) |
Fair Value | $ 39,102,000 | $ 39,921,000 |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Debt Securities, Available-for-Sale, Fair Value, Maturity, Allocated and Single Maturity Date, after Year One Through Three | $ 13,687 | $ 86,187 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,337 | $ 3,404 |
Less: accumulated depreciation | (750) | (369) |
Total Property and Equipment, net | 2,587 | 3,035 |
Depreciation expense | 508 | 205 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 770 | 682 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 17 | 17 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 38 | 120 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,512 | 2,437 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 0 | $ 148 |
EQUITY METHOD INVESTMENT - Narr
EQUITY METHOD INVESTMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2022 | |
Class of Stock [Line Items] | |||
Gain on sale of IP | $ 2,232 | $ 0 | |
Loss recognized from equity method investment | 2,250 | $ 0 | |
Research and development asset acquired other than through business combination, written-off | $ 710 | ||
Launchpad Therapeutics, Inc. | |||
Class of Stock [Line Items] | |||
Common shares received from equity method investment (in shares) | 9,000,000 | ||
Equity method investment, ownership percentage | 39.10% | ||
Equity method investment | $ 0 | $ 2,250 | |
Loss recognized from equity method investment | $ 1,540 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Contracted research services | $ 4,713 | $ 12,192 |
Payroll and related expenses | 4,648 | 5,088 |
Professional and consulting fees | 1,182 | 1,935 |
Current portion of operating lease liability | 2,841 | 320 |
Total accrued expenses and other current liabilities | $ 13,384 | $ 19,535 |
Current portion of operating lease liability, statement of financial position | Total accrued expenses and other current liabilities | Total accrued expenses and other current liabilities |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 14, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value per share of options granted (in dollars per share) | $ 2.11 | $ 12.93 | |||
Fair value of options vested | $ 15,392,000 | $ 11,438,000 | |||
Stock-based compensation expense | 12,197,000 | $ 14,037,000 | |||
Unrecognized compensation cost, options | $ 14,814,000 | ||||
2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, number of shares reserved (in shares) | 5,764,159 | 6,665,891 | |||
Increase of authorized shares, percent of common stock outstanding | 4% | ||||
Increase in number of shares authorized (in shares) | 1,457,371 | ||||
2020 Plan | Non-employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in period (in shares) | 90,270 | 12,456 | |||
2020 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, number of shares reserved (in shares) | 592,904 | 326,364 | |||
Increase of authorized shares, percent of common stock outstanding | 1% | ||||
Increase in number of shares authorized (in shares) | 326,364 | ||||
Unvested restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Fair value of restricted stock vested | $ 556,000 | $ 714,000 | |||
Granted (in shares) | 185,795 | 10,000 | |||
Cancelled or forfeited (in shares) | 52,869 | 6,667 | |||
Unvested restricted common stock (in shares) | 101,397 | 30,667 | 54,336 | ||
Unrecognized compensation cost, recognition period | 10 months 24 days | ||||
Unrecognized compensation cost | $ 326,000 | ||||
Options to purchase common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 11,365,000 | $ 12,964,000 | |||
Unrecognized compensation cost, recognition period | 1 year 10 months 24 days | ||||
Unvested performance restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 248,125 | ||||
Cancelled or forfeited (in shares) | 27,650 | ||||
Unvested restricted common stock (in shares) | 239,475 | 19,000 | |||
Achievement of milestones probable for shares outstanding (in shares) | 3,063 | 0 | |||
Stock-based compensation expense | $ 7,000 | $ 0 | |||
Shares issuable under employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in period (in shares) | 53,662 | 6,162 | |||
ESPP offering period | 6 months | ||||
Maximum percent of fair market value of common stock | 85% | ||||
Maximum employee subscription rate | 10% | ||||
Funded through payroll deduction, maximum | $ 25,000 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Options Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 2.49% | 0.93% |
Expected term (in years) | 6 years | 5 years 7 months 6 days |
Expected volatility | 76.20% | 76% |
Expected dividend yield | 0% | 0% |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Outstanding, beginning balance (in shares) | 4,903,839 | |
Granted (in shares) | 2,155,650 | |
Exercised (in shares) | (4,973) | |
Cancelled or forfeited (in shares) | (1,453,647) | |
Expired (in shares) | (241,469) | |
Outstanding, ending balance (in shares) | 5,359,400 | 4,903,839 |
Options vested or expected to vest (in shares) | 5,359,400 | |
Options exercisable (in shares) | 2,518,748 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 17.38 | |
Granted (in dollars per share) | 3.16 | |
Exercised (in dollars per share) | 3.20 | |
Cancelled or forfeited (in dollars per share) | 15.18 | |
Expired (in dollars per share) | 14.58 | |
Outstanding, ending balance (in dollars per share) | 12.40 | $ 17.38 |
Options vested or expected to vest (in dollars per share) | 12.40 | |
Options exercisable (in dollars per share) | $ 16.03 | |
Weighted Average Remaining Life and Intrinsic Value | ||
Options outstanding, remaining life | 7 years 9 months 18 days | 7 years 7 months 6 days |
Options vested or expected to vest, remaining life | 7 years 9 months 18 days | |
Options exercisable, remaining life | 6 years 10 months 24 days | |
Options outstanding, intrinsic value | $ 76 | $ 847 |
Options vested or expected to vest, intrinsic value | 76 | |
Options exercisable, intrinsic value | $ 30 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Activity (Details) - Unvested restricted stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | ||
Unvested restricted common stock, beginning balance (in shares) | 30,667 | 54,336 |
Granted (in shares) | 185,795 | 10,000 |
Vested (in shares) | (62,196) | (27,002) |
Cancelled or forfeited (in shares) | (52,869) | (6,667) |
Unvested restricted common stock, ending balance (in shares) | 101,397 | 30,667 |
Weighted average grant date fair value | ||
Unvested restricted common stock, beginning balance (in dollars per share) | $ 29.53 | $ 29.68 |
Granted (in dollars per share) | 2.31 | 28.69 |
Vested (in dollars per share) | 8.93 | 26.46 |
Cancelled or forfeited (in dollars per share) | 3.38 | 1.21 |
Unvested restricted common stock, ending balance (in dollars per share) | $ 5.92 | $ 29.53 |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 12,197 | $ 14,037 |
Options to purchase common stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 11,365 | 12,964 |
Restricted stock units | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 559 | 812 |
Employee Stock Purchase Plan and Other | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 273 | 261 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 5,277 | 6,324 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 6,920 | $ 7,713 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (91,169) | $ (125,596) |
Foreign | (91,270) | (125,328) |
Total loss before income taxes | $ 101 | $ (268) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax benefit | $ 0 | $ 0 |
Research and development expense, capitalized | 49,991,000 | |
Increase in valuation allowance | 24,482,000 | |
Unrecognized tax benefits | 0 | 0 |
Accrued interest and penalties related to uncertain tax positions | 0 | $ 0 |
Undistributed earnings of foreign subsidiaries | 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 241,019,000 | |
Federal | Tax Year 2036 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 2,556,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 158,917,000 | |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 471,000 | |
Research and development | Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | $ 7,566,000 |
INCOME TAXES - Schedule of In_2
INCOME TAXES - Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax rate | 21% | 21% |
State and local taxes, net of federal benefit | 4.40% | 4.10% |
Permanent differences | 0% | (0.10%) |
Stock compensation | (1.70%) | (0.40%) |
Research and development credits | 2.70% | 2.60% |
Change in valuation allowance | (26.50%) | (27.20%) |
Other | 0.10% | 0% |
Effective income tax rate | (0.00%) | 0% |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 60,651 | $ 52,568 |
Research and development tax credits | 7,934 | 5,439 |
Capitalized R&D | 11,559 | 0 |
Operating lease liabilities | 7,194 | 7,172 |
Accruals and other | 1,463 | 1,251 |
Stock-based compensation | 5,275 | 3,835 |
Total deferred tax assets | 94,076 | 70,265 |
Valuation Allowance | (87,496) | (63,014) |
Subtotal | 6,580 | 7,251 |
Right-of-use assets | (6,387) | (7,236) |
Net fixed assets | (193) | (15) |
Net deferred tax assets | $ 0 | $ 0 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (91,169) | $ (125,596) |
Weighted average common shares outstanding, basic (in shares) | 36,325,586 | 36,189,002 |
Weighted average common share outstanding, diluted (in shares) | 36,325,586 | 36,189,002 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (2.52) | $ (3.47) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (2.52) | $ (3.47) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 5,759,834 | 4,989,069 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 5,359,400 | 4,903,839 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 101,397 | 30,667 |
Shares issuable under employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 48,805 | 24,806 |
Unvested performance restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 239,475 | 19,000 |
Warrants to purchase shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 10,757 | 10,757 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) ft² contract | Dec. 31, 2021 USD ($) | Dec. 31, 2020 ft² | Jul. 31, 2020 USD ($) ft² | Feb. 28, 2019 ft² | |
Lessee, Lease, Description [Line Items] | |||||
Number of leases | contract | 2 | ||||
Gain on lease termination | $ | $ 5 | ||||
Operating lease expense | $ | $ 5,342 | $ 3,921 | |||
Principal office, July 2020 lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 7 years | ||||
Lease term, optional extension | 5 years | ||||
Area leased | 25,578 | ||||
Letter of credit outstanding | $ | $ 1,168 | ||||
Principal office, February 2019 lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term, optional extension | 3 years | ||||
Area leased | 2,357 | ||||
Office and laboratory, December 2020 lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 11 years | ||||
Lease term, optional extension | 5 years | ||||
Area leased | 18,120 | ||||
Cambridge Office Sublease | |||||
Lessee, Lease, Description [Line Items] | |||||
Area leased | 14,439 |
LEASES - Summary of Lease Cost
LEASES - Summary of Lease Cost and Other Operating Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost | ||
Operating lease cost | $ 4,228 | $ 3,032 |
Short-term lease cost | 88 | 886 |
Variable lease cost | 1,012 | 444 |
Total lease cost | 5,328 | 4,362 |
Other Operating Lease Information | ||
Cash paid for amounts included in the measurement of lease liability | $ 2,935 | $ 2,464 |
Weighted-average remaining lease term | 7 years 9 months 18 days | 8 years 9 months 18 days |
Weighted-average discount rate | 5.30% | 5.30% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
ASC 842 | |
2023 | $ 4,244 |
2024 | 4,359 |
2025 | 4,477 |
2026 | 4,599 |
2027 | 4,724 |
Thereafter | 12,250 |
Total lease payments | 34,653 |
Less: interest | (6,513) |
Total lease liability | $ 28,140 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer matching contribution, percent of match | 100% | |
Employer contribution, percent of each participant's salary | 6% | |
Employer contribution amount | $ 1,146 | $ 927 |